SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A

              [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended June 30, 2000

            [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period _____ to _______

                        Commission file number: 0-28168
                       STRATEGIC CAPITAL RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                           11-3289981
-------------------------------                        ------------------
(State or other jurisdiction of                         (I.R.S Employer
incorporation or organization)                         Identification No.)


        2500 Military Trail North, Suite 260, Boca Raton, Florida 33431
                    (Address of principal executive office)

                                 (561) 995-0043
                        (Registrant's telephone number)


Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
     Common Stock, $.001 par value

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ ]

The aggregate market value of the Registrant's outstanding Common Stock held
by non-affiliates of the registrant on September 8, 2000 was approximately
$909,000.  There were 15,616,725 shares of Common Stock outstanding as of
September 8, 2000.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Information Statement relating to the 2000 Annual
Meeting of Shareholders to be held on December 1, 2000, are incorporated by
reference in Part III hereof.

         PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

This Annual Report on Form 10-K contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
and may be identified by the use of such words as "believe," "expect,"
"anticipate," "should," "planned," "estimated" and "potential."  Examples of
forward-looking statements include, but are not limited to, estimates with
respect to our financial condition, results of operations and business that
are subject to various factors which could cause actual results to differ
materially from these estimates.  These factors include, but are not limited
to, general economic conditions, changes in interest rates, real estate
values, and competition; changes in accounting principals, policies, or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory, and technological factors that may
affect our operations, pricing, products and services.

                                     PART I

As used in this Form 10-K, "we", "us" and "our" refer to Strategic Capital
Resources, Inc. and its consolidated subsidiaries, depending on the context.

ITEM 1. BUSINESS

General

Strategic Capital Resources, Inc. (the "Company" or "SCRI"), is a Delaware
corporation organized in 1995.  The Company's principal operations consist of
the following business lines:

  1) The purchase and leaseback of fully furnished model homes.

  2) The acquisition, development and sale of residential real estate.

  3) The purchase and leaseback of multi-family residential / commercial real
     estate.

The Company accounts for these arrangements as direct financing leases.
Under the direct finance lease method of accounting, the leased assets are
recorded as an investment in direct finance leases and represent the minimum
net lease payments receivable, and includes third-party guaranteed residuals,
plus the unguaranteed residual value of the leased assets, less unearned
income. Rental payments consist of principal and interest on the lease,
principal payments reduce the investment in the finance lease, and the
interest is recorded as revenue over the term of the lease.

Model Home Sale Leaseback Program

We purchase and leaseback on a "triple net" basis, fully furnished model homes
complete with options and upgrades to major publicly traded homebuilders
and real estate developers.

Since 1995, we have purchased a total of 425 model homes at an aggregate
purchase price in excess of $95,000,000.  The following is a summary of model
home purchases by fiscal year end since inception:

  Fiscal             Total            Total
Year Ended        Model Homes      Acquisition
 June 30,          Purchased          Cost
----------        -----------      -----------
   2000               118          $25,725,869
   1999                61           16,813,539
   1998               110           26,170,860
   1997                75           14,512,772
   1996                61           11,836,729
                    ---------      -----------
  Total               425          $95,059,769
                    ---------      -----------

The following is a summary by state of model home unit purchases, resales, and
inventory at June 30, 2000.

                         Number of       Number of
                        Model Homes     Model Homes     June 30, 2000
State                    Purchased         Sold           Inventory
-----------------       -----------     -----------     -------------
Arizona                      19               3               16
California                   62               0               62
Colorado                     22              22                0
Georgia                       5               5                0
Florida                     107             102                5
Minnesota                     2               2                0
Nevada                       13               0               13
New Jersey                  107              73               34
New York                      9               5                4
North Carolina               12               4                8
Pennsylvania                 31              16               15
Texas                        25               6               19
Utah                          5               2                3
Virginia                      6               6                0
                        -----------     -----------     -------------
Total                       425             246              179
                        ===========     ===========     =============

The following chart outlines the total cost of model home purchases and sales
by state since inception and the current model home inventory at June 30, 2000.

                          Cost of         Cost of
                        Model Homes     Model Homes     June 30, 2000
State                    Purchased         Sold           Inventory
-----------------      ------------    ------------     -------------
Arizona                $ 2,124,640      $  334,195      $  1,790,445
California              16,267,394               -        16,267,394
Colorado                 4,715,463       4,715,463                 -
Georgia                  1,576,755       1,576,755                 -
Florida                 20,086,710      18,964,021         1,122,689
Minnesota                  564,570         564,570                 -
Nevada                   1,667,790               -         1,667,790
New Jersey              27,411,230      17,940,559         9,470,671
New York                 3,301,435       1,783,144         1,518,291
North Carolina           2,758,255         882,382         1,875,873
Pennsylvania             7,191,197       3,482,155         3,709,042
Texas                    5,060,757         953,527         4,107,230
Utah                       837,726         341,629           496,097
Virginia                 1,495,847       1,495,847                 -
                       ------------    ------------     -------------
Total                  $95,059,769     $53,034,247      $ 42,025,522
                       ============    ============     =============

The following is a breakdown of lease revenues by state for fiscal years ended
June 30, 2000, 1999, and 1998:

                  Lease revenue      Lease revenue      Lease revenue
                    Year Ended         Year Ended         Year Ended
State                6/30/2000          6/30/1999          6/30/1998
-----------       ---------------    ---------------    ---------------

Arizona            $  180,445         $          -       $        -
California          1,304,561                    -                -
Colorado           $   81,126         $    274,911       $  469,752
Florida               246,035              912,838        1,523,285
Minnesota              19,744               34,056                -
Nevada                183,914                1,198                -
New Jersey          1,572,944            2,336,894          845,794
New York              247,714              306,227           40,402
North Carolina        156,520               79,659          101,581
Pennsylvania          491,788              641,562          340,269
Texas                 287,196               45,076          104,327
Utah                   70,359                    -                -
Virginia                    -               31,119          119,383
                   ----------         ------------       ----------
  Total            $4,842,346         $  4,663,540       $3,544,793
                   ===========        ============       ==========


Subsequent Events

During July 2000, we acquired 38 model homes at a cost of approximately $7.8
million.  The model homes are located in New Jersey, Minnesota, and Iowa.
On the same date, we closed on a new $7.4 million term loan which we utilized
to acquire the model homes.

From July 1, 2000 through the date of this report, we sold 21 model homes at
an aggregate price of approximately $6.0 million which we originally purchased
for approximately $5.6 million.  As of the report date, we have sales
contracts pending on three model homes for an aggregate sale price of
approximately $563,000 which we originally purchased for approximately
$543,000.

Acquisition, Development, and Sale of Residential Real Estate

We purchase parcels of residential real estate selected by the homebuilders
from non-affiliated third parties. The parcels are acquired at the lower of
appraised value or contract price.  The land may require development or
consist of finished lots.  If development work is required, the homebuilder
enters into a fixed price development agreement to develop the land for us,
and is required to provide completion bonds for all work by a surety company
acceptable to us. Reimbursement for development work performed is determined
on a transaction by transaction basis.  A lease and exclusive option to
purchase agreement are entered into with the homebuilder simultaneously with
the land acquisition. The terms and conditions of each transaction are project
specific (lease rate, term, option deposit, takedown schedule, etc.). We
obtain various forms of insurance coverage to insure the performance of the
homebuilder as well as the value of the real estate acquired.

As of June 30, 2000, we had completed one land acquisition and development
contract.  The transaction which closed in September 1996, involved the
purchase of 70 acres in western Boca Raton, Florida at a purchase price of
$8,591,956, to be subdivided into 370 lots for the development of single
family estate homes, zero lot single family homes, townhouses, and villas.
During June 1997, we were advised by the homebuilder that it was electing to
fully exercise its option to purchase the tract of land and terminate the
development agreement.  The homebuilder exercised the option on July 3, 1997,
and purchased the property for the sum of $8,591,956.

Subsequent Events

On August 31, 2000, we acquired two parcels of land consisting of 66 finished
lots at a cost of approximately $20,500,000 and simultaneously leased the
property to a major publicly traded homebuilder.  We also granted the
homebuilder an exclusive option to purchase the finished lots at prices
ranging from approximately $218,000 to $477,000 per finished lot.

During July 2000, we entered into a new $45 million revolving credit facility
which expires in July 2002, and have the right to extend the facility for one
additional year.  On August 31, 2000, we drew down approximately $19.5 million
to fund the acquisition of the land parcels.

Multi-family Residential Property / Commercial Sale Leaseback Program

On July 15, 1999 we purchased a 288 unit multi-family residential property in
Jacksonville, Florida for a purchase price of $10,228,000.  The purchase price
was paid as follows:

  Assumption of existing first mortgage      $ 4,928,000
  New loan                                     5,300,000
                                             -----------
  Total purchase price                       $10,228,000
                                             ===========

Simultaneous with the purchase, we entered into an operation, maintenance, and
management agreement which provides for payment of a minimum income stream per
month.  The agreement also requires the management company to purchase the
property at the end of five years.  The performance under the agreement is
insured jointly and severally by two insurance companies rated "AAA" and "BB"
respectively by Standard & Poors.

Approximately $1,500,000 of the new loan is to be utilized to improve,
modernize and enhance the value of the property.  As of June 30, 2000,
approximately $1,350,000 of the improvements had been completed.

Competition and Market Factors

We are subject to all the general risks associated with investment in real
estate such as adverse changes in general or local economic conditions,
changes in the supply of or demand for similar or competing properties in an
area, changes in interest rates and operating expenses, changes in market
rental rates, inability to lease properties upon the termination or expiration
of existing leases, the renewal of existing leases and inability to collect
payments from operators.

We face competition from banks, insurance companies, finance companies,
leasing companies and real estate investment trusts in the acquisition,
financing and leasing of properties, which could adversely affect our growth.

There can be no assurance that we will be able to raise sufficient capital
through borrowings, or the issuance of debt and equity securities, to achieve
our investment objectives.

Our Company is dependent on the efforts of its directors, officers and key
personnel and has employment contracts with only two such persons.  There can
be no assurance that we will be able to recruit additional personnel with
equivalent experience in the event of their resignation.

Employees

At September 8, 2000, the Company employed 7 persons, which included sales and
marketing, executive, and administrative personnel.  None of the Company's
employees are covered by a collective bargaining agreement and management
considers the relationship with its employees to be excellent.

Item 2. Properties

The Company's corporate office is located at 2500 Military Trail North, Suite
260, Boca Raton, Florida 33431, where the Company leases 2,798 square feet of
office space for a term expiring January 2002. We believe that our current
office space is adequate for our needs for the foreseeable future. For
additional information on properties, see Note 12 to the Company's
Consolidated Financial Statements on page F-18.

The Company owns additional properties more fully described in Item 1.

Insurance

The Company has comprehensive liability, fire, flood, extended coverage and
rental loss insurance with respect to its Properties.  Management believes
that such insurance provides adequate coverage.

ITEM 3. LEGAL PROCEEDINGS

We filed a lawsuit in June 1999 against Monarch Investment Properties, Inc.,
formerly known as Iron Holdings Corp., Iron Eagle Contracting and Mechanical,
Inc., Tahoe Realty Corp., Anthony Gurino, Dennis Sommesso, and "John and Jane
Doe 1-15, in the Supreme Court of the State of New York, County of Queens. The
Action asserts seven separate causes of action arising out of a default in
payment of a $1,100,000 promissory note evidencing moneys due to the Company
from Monarch/Iron Holdings as a result of its purchase of certain corporate
stock of Iron Eagle from the Company.

The Court granted our motion for summary judgment during March 2000 against
Monarch/Iron Holdings in the sum of $1,100,000 plus interest from January 1,
1999, a judgment of possession of all collateral pledged by Monarch/Iron
Holdings and judgment that we are the rightful owner and entitled to
immediate possession of the collateral and impressing a trust on said
collateral and declaring defendants to be trustees of said collateral and
directing said trustees to deliver such collateral to us.

We have set up a reserve of $100,000 against the $1,100,000 asset.  We are
in the process of enforcing our rights.

The Company is not presently involved in any other material litigation nor,
to its knowledge, is any material litigation threatened against the Company
or its properties, other than routine litigation arising in the ordinary
course of business.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matters to a vote of security holders in the
fourth quarter of its fiscal year ended June 30, 2000.


                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock is traded on the OTC Bulletin Board under the symbol "JJFN".
The following table sets forth, for the periods indicated, the high and low
closing sales price for the Common Stock, as reported by the OTC Bulletin
Board.  As of September 8, 2000 there were approximately 745 shareholders of
record.  The closing sale price of our Common Stock as reported on the OTC
Bulletin Board, on September 8, 2000, was $0.18.


                                  Year Ended June 30,
                            ----------------------------------
                                 2000                1999
                            -------------      ---------------
                             High    Low        High      Low
                            -----   -----      -----     -----

First Quarter                0.30    0.25       0.21      0.19
Second Quarter               0.25    0.24       0.31      0.25
Third Quarter                0.35    0.30       0.31      0.27
Fourth Quarter               0.21    0.20       0.51      0.45

We have not paid any cash dividends on our Common Stock and do not anticipate
paying any in the foreseeable future.  We intend to continue our present
policy of retaining cash flow for investment in our operations.

On November 2, 1995, we issued 400,000 shares of our 6% participating
convertible preferred stock.  Each share is convertible into one share of our
common stock at $2.50 per share commencing in December 1996.  Dividends are
declared on the basis of a 50% participation in the rental revenue stream up
to $60,000 per year.  The preferred stock is redeemable at our option at par.

During July 1998, David Miller, Chairman of the Company acquired all the
issued and outstanding shares of convertible preferred stock.  We had not paid
any distributions on the preferred stock since July 1996, as a result of a
dispute as to which of two unaffiliated parties were entitled to the dividend.
At September 30, 1998, we owed $130,000 in unpaid distributions.  In October
1998, we began paying distributions to David Miller at the rate of $10,000 per
month, which will bring us current on preferred distributions in November 2000.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data presented below for the years ended June 30, 2000,
1999, 1998, 1997, and inception November 2, 1995 through June 30, 1996 have
been derived from the Company's audited consolidated financial statements.
This data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results  of Operations" and the
consolidated financial statements and related notes thereto included elsewhere
in this Report.

                            SELECTED FINANCIAL DATA
                     (In thousands, except per share data)

                                                Years Ended June 30,
                                    -------------------------------------------
                                      2000     1999     1998     1997     1996
                                    -------- -------- -------- -------- --------
Income Statement Data:

Revenues                            $26,073  $26,287  $21,303  $ 7,525  $   965

Expenses                             25,849   26,019   21,336    7,479    1,039
                                    -------- -------- -------- -------- --------
Income (loss) from continuing
 operations before income tax
 benefit (expense)                      224      268      (33)      46      (74)

Provision for income tax
 benefit (expense)                      (67)     (80)      10       97        -

Income (loss) from continuing
 operations                             157      188      (23)     143      (74)

Discontinued operations, net of taxes
  Loss from discontinued operations       -        -        -      (54)     (23)
  Gain on disposal of
  discontinued operations                 -        -        -      284        -
                                    -------- -------- -------- -------- --------
Net income (loss)                       157      188      (23)     373      (97)

Preferred stock distributions           120       90        -        5       40
                                    -------- -------- -------- -------- --------
Income (loss) applicable to
common shareholders                 $    37  $    98      (23)     368     (137)
                                    ======== ======== ======== ======== ========

Per Share Data:
Basic:
Net income (loss)                      0.00     0.01    (0.00)    0.02    (0.01)
Weighted average number
  of common shares outstanding       15,790   16,185   16,911   16,551   10,801

Assuming Dilution:
Net income (loss)                      0.00     0.01    (0.00)    0.02    (0.01)
Weighted average number
  of common shares outstanding       18,859   18,916   16,911   18,911   10,801


                                                      June 30,
                                    -------------------------------------------
                                      2000     1999     1998     1997     1996
                                    -------- -------- -------- -------- --------
Balance Sheet Data:

Total assets                         56,146   37,159   41,824   32,934   14,815

Mortgages and notes payable          46,541   27,958   31,538   23,658    6,477

Other liabilities                     1,192      765      685      683      192

Stockholders' equity                  8,413    8,436    8,601    8,593    8,146



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

Overview

A summary of the operating results of Strategic Capital Resources, Inc. and
subsidiaries for the fiscal years ended June 30, 2000, June 30, 1999, and June
30, 1998 are presented below:

                                                Years Ended June 30,
                                   --------------------------------------------
                                       2000           1999             1998
                                   --------------------------------------------
                                              (Dollars in thousands)
Revenues:
 Interest income on direct
  financing leases:
    Model homes                    $ 4,842  19%    $ 4,664  18%    $ 3,545  17%
    Residential real estate              -   -%          -   -%          9   -%
    Multi-family residential         1,356   5%          -   -%          -   -%
  Sale of direct financing
    leases                          19,551  75%     21,496  82%     17,620  83%
  Other income                         324   1%        127   -%        129   -%
                                 ----------------------------------------------
   Total revenues                   26,073 100%     26,287 100%     21,303 100%

Operating expenses:
  Interest and financing costs       3,948  15%      2,806  11%      2,135  10%
  Multi-family operating costs         355   1%          -   -%          -   -%
  Cost of direct financing
    leases sold                     19,227  74%     21,270  81%     17,583  83%
  Depreciation & amortization          665   3%        509   2%        470   2%
  Corporate                          1,654   6%      1,434   6%      1,148   5%
                                 ----------------------------------------------
  Total operating expenses          25,849  99%     26,019  99%     21,758 100%
                                 ----------------------------------------------
Income (loss) before income
 tax benefit (expense)                 224   1%        268   1%        (33)  -%

Income tax benefit (expense)           (67)  -%        (80) (-%)        10   -%
                                 ----------------------------------------------
Net income (loss)                   $  157   1%     $  188   1%     $  (23)  -%
                                 ==============================================

Results of Operations

Comparison of Year Ended June 30, 2000 to Year Ended June 30, 1999.

Interest income on direct financing leases for the year ended June 30,
2000 increased $1,535,077 (or 33%) compared to the prior year period. The
increased revenue was primarily attributable to the interest income on the
multi-family residential leases which amounted to $1,356,271 for the period,
compared to $0 for the prior year period.

Sale of direct financing leases decreased $1,944,568 (or 9%) for the year
ended June 30, 2000 compared to the prior year period. During the year
ended June 30, 2000, we sold 68 model homes at an average price of $287,520,
compared to 95 model homes at an average price of $226,273 for the prior year
period, resulting in the decreased revenue.

Interest expense increased approximately $1,142,422 (or 41%) during the year
ended June 30, 2000 compared to the prior year period, primarily due
to the increase in loans utilized to purchase additional assets under direct
financing leases.

Net income for the year ended June 30, 2000 was $156,954, compared to
net income of $187,834 for the prior year period.  Net income as a percentage
of total revenues is consistent with the prior year period.

Corporate costs increased $220,135 (or 15%) during fiscal year 2000 as
compared to fiscal year 1999. This increase was primarily attributable to a
$147,000 increase in salaries and employee benefits and a $142,000 increase in
professional fees during fiscal 2000 compared to the prior year period.
Corporate costs as a percentage of revenues is consistent with fiscal year
1999.



Comparison of Year Ended June 30, 1999 to Year Ended June 30, 1998.

Interest income on direct financing leases for the year ended June 30,
1999 increased $1,109,976 (or 31%) compared to the prior year period.
The increase was attributable the increased investment in direct financing
leases.

Sale of direct financing leases increased $3,876,465 (or 22%) for the year
ended June 30, 1999 compared to the prior year period. During the year
ended June 30, 1999, we sold 95 model homes at an average price of $226,273.
During the year ended June 30, 1998, we sold 49 model homes at an average
price of $184,235 and one land parcel for $8,591,956.

Interest expense increased approximately $671,188 (or 31%) during the year
ended June 30, 1999 compared to the prior year period, primarily due
to the increase in loans utilized to purchase additional assets under direct
financing leases.

Net income for the year ended June 30, 1999 was $187,834, compared to
net loss of $22,907 for the prior year period. The increase in net income
was primarily attributable to the increase in interest income on direct
financing leases.

Corporate costs increased $285,827 (or 25%) during fiscal year 1999 as
compared to fiscal year 1998. This increase was attributable to the selling,
general and administrative costs associated with generating the increased
revenue levels.  Corporate costs as a percentage of revenues is consistent
with fiscal year 1998.

Trends in Operations

Our operations have been and continue to accelerate at a rapid pace. For the
fiscal year ended June 30, 2000, total purchases of revenue producing assets
were in excess of $35 million, compared to $16 million for the year ended June
30, 1999.   Monthly revenue from leases outstanding at June 30, 2000, 1999,
and 1998 were $420,000, $347,000, and $386,000, respectively.

Liquidity and Capital Resources

General - Our business is capital-intensive requiring constant infusions of
cash as the number, size, and complexity of transactions in which the Company
is involved increases.  To date, we have been financed by secured loans from
financial institutions, the sale of equity, loans provided by shareholders,
and cash flows from operations.

At June 30, 2000, 1999, and 1998, stockholder loans outstanding were
$1,141,920, $1,315,907, and $1,025,907 respectively.

At June 30, 2000, we had approximately $16.1 million of unused, committed
credit facilities available under existing revolving loan agreements which may
be utilized to acquire model homes in accordance with the terms of those
agreements.  Such credit facilities expire January through August 2001.
Interest is payable monthly at rates ranging from 30 day LIBOR plus 2.50% to
prime plus 1.00%.

During July 2000, we entered into a new $45 million revolving credit facility
which expires in July 2002, and have the right to extend the facility for one
additional year.  Interest is payable monthly at the 30 day LIBOR rate plus
2.00%.

During July 2000, we entered into a new $7.4 million term loan which expires
in July 2003. Interest is payable monthly at 9.00% fixed.

Our cash uses during the twelve months ended June 30, 2000 were for revenue
producing asset acquisitions, operating expenses, and our repurchase of common
stock described below.

Borrowings from financial institutions are pursuant to various secured
revolving and term loan agreements.  The following is a summary of new loans,
borrowings under existing credit facilities, and asset acquisitions during the
twelve months ended June 30, 2000:

                New                                                 Acquisition
   Date      Facilities    Use of Proceeds                             Cost
 --------   ------------   ------------------------------------     -----------
                           Purchase of 288 unit multi-family
 07/99      $10,227,999    residential property in Florida.         $10,227,999

 09/99          710,000    Purchase of 5 model homes in Utah.           837,726
 09/99          422,964    Purchase of 4 model homes in Nevada.         469,690
 09/99        1,858,191    Purchase of 19 model homes in Arizona.     2,124,640
 09/99          894,000    Purchase of 9 model homes in Nevada.       1,197,830
 10/99        6,603,500    Purchase of 23 model homes in California.  6,603,500
 12/99        4,150,000    Purchase of 20 model homes in Texas.       4,150,276
            ------------                                            -----------
   Total    $24,866,654                                             $25,611,661
            ------------                                            -----------


          Existing Credit                                           Acquisition
   Date      Facilities    Use of Proceeds                             Cost
 --------   ------------   ------------------------------------     -----------
 10/29/99   $ 1,676,744    Purchase of 8 model homes in N. Carolina. $1,875,873
 11/02/99     8,214,166    Purchase of 39 model homes in California.  9,663,894
            ------------                                            -----------
   Total    $ 9,890,910                                             $11,539,767
            ------------                                            -----------
Grand Total $34,757,564                                             $37,151,428
            ============                                            ===========

During November 1999, we announced that our Board of Directors had authorized
the purchase of an additional 1,000,000 shares to its existing Share
Repurchase Program. As of June 30, 2000, we have repurchased 242,145
additional shares in the open market at prices ranging from $0.20 to $0.28. We
anticipate the continued purchase of our shares from time-to-time in open
market and privately negotiated transactions subject to market conditions and
our capital requirements for the acquisition of revenue producing assets.

Secured loans from financial institutions and capital contributions have been
adequate to permit us to carry on operations to date.  However, it may be
necessary to finance the expansion of operations over the coming fiscal year
with additional funds raised through the issuance of debt or equity
securities.  Should the need arise, we will attempt to complete a securities
offering of debt or equity. The net proceeds of an offering, together with
existing cash and credit facilities, as well as new facilities obtained on an
"as needed" basis, should enable us to finance our growing level of
operations.

However as of the date of this report, we do not have a written commitment
from any investment banking firm or any other entity who has agreed to
underwrite either a public or private offering of our securities.  As a
result, there can be no assurances that we will be successful in obtaining
additional capital.  Failure to obtain such capital will have a negative
impact on our future growth.


Cash Flows

Net cash provided by operating activities totaled $704,196, comprised of net
income of $206,471, plus net adjustments for non-cash items of $268,624, plus
a net change in other operating assets and liabilities of $229,101.

Net cash used in investing activities totaled $2,573,072, comprised of model
home purchases of $5,105,645, plus loan advances of $1,000,000, and capital
expenditures of $3,933, offset by $3,186,506 from the sale of model homes and
proceeds of notes receivable of $350,000.

Net cash provided by financing activities totaled $2,629,705, comprised of
proceeds of mortgages and notes payable of $4,519,462, offset by payments on
mortgages payable of $958,886, deferred costs of $566,494, preferred
distributions of $130,000, purchase of treasury stock of $60,390, and
repayment of stockholder loans of $173,987.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES

                       STRATEGIC CAPITAL RESOURCES, INC.
                                AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                         Page

Independent Auditors' Report                                              F-2

Consolidated balance sheets as of June 30, 2000 and 1999                  F-3

Consolidated statements of operations for the years ended
    June 30, 2000, 1999, and 1998                                         F-4

Consolidated statements of stockholders' equity for the years ended
    June 30, 2000, 1999 and 1998                                          F-5

Consolidated statements of cash flows for the years ended
    June 30, 2000, 1999, and 1998                                         F-6

Notes to consolidated financial statements                        F-7 to F-21

                                      F-1

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Strategic Capital Resources, Inc.
  and subsidiaries
Boca Raton, Florida


We have audited the accompanying consolidated balance sheets of Strategic
Capital Resources, Inc. and subsidiaries as of June 30, 2000 and 1999 and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years ended June 30, 2000, 1999 and 1998.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Strategic
Capital Resources, Inc. and subsidiaries as of June 30, 2000 and 1999 and the
results of its consolidated operations and its consolidated cash flows for the
years ended June 30, 2000, 1999 and 1998, in conformity with generally
accepted accounting principles.

As discussed in Note 14 to the financial statements, the Company has changed
the method of accounting for its leasing activities.  The method of accounting
for the leases was changed to direct financing leases from operating leases.
The financial statements have been retroactively restated to reflect this
change.


HORTON & COMPANY, L.L.C.


Wayne, New Jersey
September 7, 2000, except for the fourth paragraph above and
Note 14, as to which the date is May 29, 2001

                                      F-2

               STRATEGIC CAPITAL RESOURCES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                               June 30,
                                                     --------------------------
                                                          2000          1999
                                                     --------------------------
Revenue producing assets:

  Net investment in direct financing leases:
    Model homes                                       $42,025,522   $34,701,941
    Multi-family residential properties                10,227,999             -
                                                      -----------   -----------
                                                       52,253,521    34,701,941
                                                      -----------   -----------
Other assets:
  Cash                                                  1,451,548       690,719
  Net assets realizable on divestiture                  1,000,000     1,100,000
  Note receivable                                         650,000             -
  Deferred charges                                        445,810       545,631
  Other                                                   345,207       121,656
                                                      -----------   -----------
        Total other assets                              3,892,565     2,458,006
                                                      -----------   -----------
        Total assets                                  $56,146,086   $37,159,947
                                                      ===========   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                               June 30,
                                                     --------------------------
                                                          2000          1999
                                                     --------------------------

Liabilities:
   Mortgages and notes payable                       $ 45,399,792  $ 26,642,294
   Accounts payable and accrued expenses                  834,869       587,415
   Unearned income                                        356,855       168,246
   Stockholder loans                                    1,141,920     1,315,907
   Preferred distribution payable                               -        10,000
                                                      -----------   -----------
        Total liabilities                              47,733,436    28,723,862
                                                      -----------   -----------

Stockholders' equity:
 Convertible preferred stock, $.01 par value
   5,000,000 shares authorized,
   400,000 shares issued and outstanding
     in 2000 and 1999                                       4,000         4,000
 Common stock, $.001 par value
   25,000,000 shares authorized and 17,012,005 issued
   15,661,725 outstanding in 2000                          17,012             -
   15,903,870 outstanding in 1999                               -        17,012
 Additional paid-in capital                             8,346,552     8,346,552
 Treasury stock, 1,350,280 shares in 2000,
  and 1,108,135 shares in 1999                           (343,176)     (282,786)
 Retained earnings                                        388,262       351,307
                                                      -----------   -----------
        Total stockholders' equity                      8,412,650     8,436,085
                                                      -----------   -----------
        Total liabilities and stockholders' equity    $56,146,086   $37,159,947
                                                      ===========   ===========

                 See notes to consolidated financial statements

                                      F-3



STRATEGIC CAPITAL RESOURCES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                 Year Ended June 30,
                                      -----------------------------------------
                                         2000          1999           1998
                                      ------------  -----------   -------------
Revenues:
 Interest income on direct
   financing leases:
     Model homes                      $ 4,842,346   $ 4,663,540    $ 3,544,793
     Residential real estate                    -             -          8,771
     Multi-family residential           1,356,271             -              -
 Sale of direct financing leases       19,551,367    21,495,935     17,619,470
 Interest and other income                323,620       127,445        129,488
                                      ------------  -----------   -------------
                                       26,073,604    26,286,920      21,302,522
                                      ------------  -----------   -------------
Operating expenses:
 Interest and financing costs           3,948,480     2,806,058       2,134,870
 Multi-family residential                 354,722             -               -
 Cost of direct financing
   leases sold                         19,227,557    21,270,040      17,582,418
 Corporate                              1,653,940     1,433,805       1,147,978
                                      ------------  -----------   -------------
 Total Operating Expenses              25,184,699    25,509,903      20,865,266
                                      ------------  -----------   -------------
Income before depreciation
  and amortization                        888,905       777,017         437,256

Depreciation & Amortization               664,751       508,783         470,063
                                      ------------  -----------   -------------
Income (loss) before income tax
  (expense) benefit                       224,154       268,234         (32,807)

Income tax (expense) benefit              (67,200)      (80,400)          9,900
                                      ------------  -----------   -------------
Net income (loss)                         156,954       187,834         (22,907)

Preferred stock distributions             120,000        90,000               -
                                      ------------  -----------   -------------
Income (loss) applicable to
  common shareholders                 $    36,954   $   97,834    $    (22,907)
                                      ============  ===========   =============
Earnings (loss) per share data:

  Basic earnings (loss) per share     $      0.00   $     0.01    $      (0.00)

  Diluted earnings (loss) per share   $      0.00   $     0.01    $      (0.00)


                 See notes to consolidated financial statements

                                      F-4




STRATEGIC CAPITAL RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                For the years ended June 30, 2000, 1999 and 1998


                                      Preferred stock          Common Stock
                                    ------------------   ---------------------
                                     Shares    Amount      Shares      Amount
                                    --------  --------   ----------  ----------
Balance, July 1, 1997                400,000    $4,000   16,811,990  $   16,812

Common stock issued in payment
 of indebtedness                        -         -         200,015         200

Treasury stock purchased                -         -            -           -

Net loss                                -         -            -           -
                                   ---------  --------   ----------  ----------
Balance,  June 30, 1998              400,000     4,000   17,012,005      17,012

Treasury stock purchased                -         -            -           -

Preferred distributions                 -         -            -           -

Net income                              -         -            -           -
                                   ---------  --------   ----------  ----------
Balance,  June 30, 1999              400,000     4,000   17,012,005      17,012

Treasury stock purchased                -         -            -           -

Preferred distributions                 -         -            -           -

Net income                              -         -            -           -
                                   ---------  --------   ----------  ----------
Balance,  June 30, 2000              400,000   $ 4,000   17,012,005   $  17,012
                                   =========  ========   ==========  ==========



                                   Additional   Treasury Stock
                                    Paid-In    ----------------       Retained
                                    Capital    Shares    Amount       Earnings
                                 ----------   --------   ----------  -----------
Balance,  July 1, 1997           $8,296,049       -        $ -        $ 276,380)


Common stock issued in payment
 of indebtedness                     50,503       -          -             -

Treasury stock purchased               -       (77,920)     (20,354)       -

Net loss                               -          -            -        (22,907)

                                 ----------   --------   ----------  -----------
Balance,  June 30, 1998           8,346,552    (77,920)     (20,354)    253,473

Treasury stock purchased               -    (1,030,215)    (262,432)       -

Preferred distributions                -          -            -        (90,000)

Net income                             -          -            -        187,834
                                 ----------   --------   ----------  -----------
Balance,  June 30, 1999           8,346,552 (1,108,135)    (282,786)    351,307

Treasury stock purchased               -      (242,145)     (60,390)       -

Preferred distributions                -          -            -       (120,000)

Net income                             -          -            -        156,954
                                 ----------   --------   ----------  -----------
Balance,  June 30, 2000          $8,346,552 (1,350,280)   $(343,176)   $388,261
                                 ==========   ========   ==========  ===========





                 See notes to consolidated financial statements

                                      F-5




STRATEGIC CAPITAL RESOURCES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                 For the Year Ended June 30,
                                                -------------------------------






                                                   2000       1999     1998
                                                ---------- ---------- ---------


Net income (loss)                               $ 156,954  $ 187,834  $ (22,907)
 Adjustments to reconcile net income (loss)    ---------- ---------- ----------
  to net cash provided by operating activities:
   Amortization expense                           647,300    494,604    455,911
   Depreciation expense                            17,451     14,179     14,152
   Gain on sale of direct financing leases       (323,810)  (225,895)   (37,052)
   Operating expenses satisfied through issuance
       of common stock                                  -          -     50,703
 Changes in assets and liabilities:
 (Increase) decrease in net assets
  realizable on divestiture                       100,000          -          -
 (Increase) decrease in deferred income tax asset  (9,800)    80,400     (9,900)
 (Increase) decrease in other assets             (241,746)    26,527     54,896
 Increase (decrease) in accounts payable and
  accrued expenses                                169,236     47,972     14,550
 Increase (decrease) in unearned income           188,611    (35,121)   (11,976)
                                                ---------- ---------- ----------
         Total adjustments                        547,242    402,666    531,284
                                                ---------- ---------- ----------
         Net cash provided by
           operating activities                   704,196    590,500    508,377
                                                ---------- ---------- ----------
Cash flows from investing activities:
    Investment in direct financing leases      (5,105,645)(4,216,654)(7,840,827)
    Proceeds from sale of direct finance leases 3,186,506  4,897,860 10,646,385
    Loan advanced                              (1,000,000)         -          -
    Proceeds from note receivable                 350,000          -          -
    Capital expenditures                           (3,933)   (14,594)      (607)
    Proceeds from note receivable of
      divested segment                                  -          -    212,500
                                                ---------- ---------- ----------
     Net cash provided by (used in)
       investing activities                    (2,573,072)   666,612  3,017,451
                                                ---------- ---------- ----------
Cash flows from financing activities:
    Proceeds from mortgages & notes payable     4,519,462    972,109  3,981,691
    Principal payments on mortgages payable      (958,886)(1,390,406)(7,614,045)
    Deferred finance charges                     (566,494)  (460,891)  (330,829)
    Deferred offering costs                             -          -     (8,330)
    Proceeds from (repayment of)
      stockholder loans                          (173,987)   290,000          -
    Preferred distributions                      (130,000)   (80,000)         -
    Purchase of treasury stock                    (60,390)  (262,432)   (20,354)
                                                ---------- ---------- ----------
     Net cash provided by (used in)
       financing activities                     2,629,705   (931,620)(3,991,867)
                                                ---------- ---------- ----------
Net increase (decrease) in cash                   760,829    325,492   (466,039)

Cash at beginning of year                         690,719    365,227    831,266
                                                ---------- ---------- ----------
Cash at end of year                            $1,451,548  $ 690,719  $ 365,227
                                                ========== ========== ==========


                 See notes to consolidated financial statements
                                      F-6


                       STRATEGIC CAPITAL RESOURCES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                For the years ended June 30, 2000, 1999 and 1998


1.      Summary of significant accounting policies

This summary of significant accounting policies of Strategic Capital
Resources, Inc. and subsidiaries (hereinafter "Strategic" or the "Company") is
presented to assist in understanding the consolidated financial statements.
The consolidated financial statements and notes are representations of the
Company's management, which is responsible for their integrity and
objectivity.  These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the consolidated financial statements.

        Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of financial statements, and the
reported amounts of revenues and expenses during the reporting period.  Actual
results could differ from those estimates.

        Principles of consolidation

The accompanying consolidated financial statements include the accounts of
Strategic Capital Resources, Inc. and of its inactive, wholly-owned
subsidiary, JJFN Holdings, Inc. ("Holdings") for the years ended June 30,
2000, 1999, and 1998, and of its wholly-owned subsidiaries, Model Funding I,
L.L.C. ("MFI") from its date of inception, July 7, 1997, and LLC Oak Hills
Associates Limited Partnership ("Oak Hills") from its date of inception,
March 30, 1999.  Intercompany transactions and balances have been eliminated
in consolidation.

        History and business activity

The Company is engaged in three lines of business, all with major homebuilders
and real estate developers:

1)      The purchase and leaseback of fully-furnished model homes.

2)      The acquisition, development and sale of residential real estate.

3)      The purchase and leaseback of multi-family residential/commercial real
        estate.

From its inception through June 30, 2000, the Company has purchased a total of
425 model homes and sold 246, resulting in a portfolio of 179 model homes
owned at June 30, 2000.  All such purchases have been from twelve
nationally-known, homebuilders and real estate developers.  Concurrent
therewith, the Company entered into arrangements to lease the units back to
the builders under direct financing lease agreements (Notes 1,3 and 14).  The
Company also acquired and sold a tract of land which was being developed for
it by the homebuilder.

                                      F-7

1.      Summary of significant accounting policies (continued)

                Special-purpose subsidiary

During 1997, the Company formed Model Funding I, L.L.C. ("MFI"), a
wholly-owned, special-purpose subsidiary.  MFI was formed for the exclusive
purpose of acquiring model homes and leasing them back to a single major real
estate developer and homebuilder until such time as they are sold to third
parties.  In connection with the acquisition of model homes, MFI entered into
loan agreements which impose restrictions applicable only to MFI.  These
restrictions are not applicable to the Company.  The restrictive covenants
impose limits on the following:  (a) employees, (b) operating costs, (c) asset
acquisitions, (d) a single lessee, (e) minimum dollar value of lease payments,
(f) incurring additional debt without prior approval, and (g) transaction
duration.





                Fair value of financial instruments

The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosure about Fair Value
of Financial Instruments", which requires the disclosure of the fair market
value of off- and on-balance sheet financial instruments.  The carrying value
of all financial instruments, including long-term and short-term debt, cash
and temporary cash investments, approximates their fair value at year-end.

                Concentration of credit risk

Financial instruments, which potentially subject the Company to concentration
of credit risk, consist principally of cash, note receivable, and net assets
realizable on divestiture (Note 5).

At June 30, 2000 and 1999, the Company had cash balances with two banks which
were, in the aggregate, $920,560 and $322,259, respectively, in excess of the
$100,000 limit insured by the Federal Deposit Insurance Corporation.  Based on
credit analysis of the financial institutions with which it does business, the
Company believes it is not exposed to any significant credit risk on cash.
Cash balances include $111,444 and $50,000 in restricted cash accounts at June
30, 2000 and 1999, respectively.

As of June 30, 2000, the Company has purchased, and is leasing, model homes
located in Florida, California, Arizona, North Carolina, Texas, New Jersey,
New York, Pennsylvania, Nevada, and Utah.  All such homes have been leased to
twelve different major homebuilders and real estate developers (Note 3).

                                      F-8

1.      Summary of significant accounting policies (continued)

                Depreciation

Office furniture and equipment (included in other assets) are carried at cost
and are depreciated on the straight-line method over a five-year period.


                                      F-9

1.      Summary of significant accounting policies (continued)

                Accounting standards changes

In October 1995, the Financial Accounting Standards Board issued "Accounting
for Stock Based Compensation" ("SFAS 123") which is effective for fiscal years
beginning after December 15, 1995.  With respect to stock options granted to
employees, SFAS 123 permits companies to continue using the accounting method
promulgated by the Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees," to measure compensation or to
adopt the fair value-based method prescribed by SFAS 123.  The Company has
elected to continue to account for stock-based compensation in accordance with
APB 25 and therefore, SFAS 123 has no effect on the financial statements of
the Company for the years ended June 30, 2000, 1999 and 1998.  Under APB 25,
the Company does not recognize compensation expense for its stock option plans
as options are granted at an exercise price equal to, or greater than, the
market price, the Company would then recognize compensation expense in an
amount equal to the excess of the market value of the underlying stock over
the exercise price of the stock option.  If the APB 25 method is continued and
if the differences are material, pro forma disclosures are required as if SFAS
123 accounting provisions were followed.  No pro forma disclosures have been
presented since, in the opinion of management, the effect of the application
of such provision is immaterial to the financial statements for the years
ended June 30, 2000, 1999 and 1998.

In June 1997, the Financial Accounting Standards Board issued "Reporting
Comprehensive Income" ("SFAS 130") which is effective for years beginning
after December 15, 1997.  This statement establishes standards for reporting
and display of comprehensive income and its components in a full set of
general-purpose financial statements.  Comprehensive income consists of
foreign currency translation adjustments, unrealized gain and losses on
certain investments in debt and equity securities and minimum pension
liability adjustments.  The Company currently has no items of comprehensive
income and therefore the pronouncement has had no impact on the Company's
financial statements.

                Earnings (loss) per common share

Basic earnings (loss) per common share is computed by dividing the net income
or loss applicable to common stock shareholders by the weighed average number
of shares of common stock outstanding during the period.  Diluted earnings
(loss) per share is computed by dividing net income or loss by the weighted
average number of common shares and dilutive common share equivalents then
outstanding using the treasury-stock method.   Conversion of dilutive
securities is not presented for the year ended June 30, 1998 because it is
anti-dilutive.


                                                 Years ended June 30,
                                          -----------------------------------
                                             2000        1999         1998
                                          ----------  ----------   ----------
Earnings:
   Net income (loss)                      $  156,954  $  187,834   $  (22,907)
   Dividends on preferred shares            (120,000)    (90,000)        -
                                          ----------  ----------   ----------

Income (loss) applicable to common
   shareholders                           $   36,954  $   97,834   $  (22,907)
                                          ==========  ==========   ==========

                                      F-10

1.      Summary of significant accounting policies (continued)

             Earnings (loss) per common share (continued)

                                                 Years ended June 30,
                                          -----------------------------------
                                             2000        1999         1998
                                          ----------  ----------   ----------
Basic:
Income (loss) applicable to common
   shareholders                           $   36,954  $   97,834   $  (22,907)
                                          ==========  ==========   ==========

Weighted average shares outstanding during
   the period                             15,790,441  16,185,044   16,911,168
                                          ==========  ==========   ==========

Basic earnings (loss) per share           $      .00  $      .01   $     (.00)
                                          ==========  ==========   ==========

Diluted:
Income (loss) applicable to common
   shareholders                           $   36,954  $   97,834   $  (22,907)
                                          ==========  ==========   ==========

Weighted average shares outstanding during
   the period                             15,790,441  16,185,044   16,911,168
Effect of dilutive securities:
   Stock options                           1,027,146     968,524         -
   Warrants                                2,041,923   1,762,673         -
                                          ----------  ----------   ----------

Diluted weighted average shares
  outstanding                             18,859,510  18,916,241   16,911,168
                                          ==========  ==========   ==========

Diluted earnings (loss) per share         $      .00  $      .01   $     (.00)
                                          ==========  ==========   ==========


In addition, the Company's 400,000 shares of preferred stock are convertible
into 400,000 shares of common stock.  Such conversion has not been assumed
since the effect on earnings per share would be anti-dilutive.


Lease Accounting Policies

FASB Statement of Financial Accounting Standards No. 13 requires that a lessor
account for each lease by either direct financing, sales-type or operating
method.  The Company has historically accounted for all leases under the
operating method.

The Securities and Exchange Commission (SEC) has examined the Company's Annual
Report on Form 10-K for the year ended June 30, 2000, and commented on certain
issues relating to the Company's accounting for lease transactions under the
operating method.  After discussions with the SEC, and review of FASB
Statement of Financial Accounting Standards No. 13, the Company concurs with
the SEC's comments and will account for its lease transactions under the
direct financing method.

The Company's financial statements have been retroactively restated to give
effect to the change in lease accounting.  While the direct financing method
of accounting for lease transactions has necessitated some change in
presentation, there has been no material cumulative effect on the Company's
financial position or results of operations as of June 30, 2000.

Under the direct finance lease method of accounting, the leased assets are
recorded as an investment in direct finance leases and represent the minimum
net lease payments receivable, and includes third-party guaranteed residuals,
plus the unguaranteed residual value of the leased assets, less unearned
income. Rental payments consist of principal and interest on the lease,
principal payments reduce the investment in the finance lease, and the
interest is recorded as revenue over the term of the lease.

In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin  No. 101 (SAB  101),  Revenue Recognition in
Financial Statements as amended by SAB 101A,  which provides guidance on the
recognition, presentation, and disclosure of revenue in financial
statements filed with the SEC. SAB 101 outlines the basic criteria that must
be met to recognize revenue and provides guidance for disclosures related to
revenue recognition policies. In June 2000, the SEC issued SAB 101B which
deferred the effective date of SAB 101 until the last quarter of fiscal years
beginning after December 15, 1999. The Company has adopted SAB 101 and
determined that there is no material effect on its consolidated financial
position or results of operations.

2.      Deferred charges

Deferred charges consist of the following:
                                                            June 30,
                                                   ------------------------
                                                     2000            1999
                                                   --------        --------
                Deferred finance charges           $337,050        $434,557
                Deferred offering costs              62,160          62,160
                Deferred income tax asset            36,000          26,200
                Goodwill                             10,600          22,714
                                                   --------        --------
                                                   $445,810        $545,631
                                                   ========        ========

                                      F-11

2.      Deferred charges (continued)

Deferred finance charges are carried at cost.  Amortization is provided on the
straight-line method over the lives of the loans to which the deferred finance
charges relate.  Amortization expense of deferred finance charges was $635,186
for the year ended June 30, 2000, $482,490 for the year ended June 30, 1999,
$443,797 for the year ended June 30, 1998.  Accumulated amortization of
deferred finance charges totalled $1,015,137, $1,180,273, and $697,783 at June
30, 2000, 1999 and 1998, respectively.

Goodwill is carried at cost and is being amortized over a five-year period.
Amortization expense of goodwill was $12,114 for each of the years ended June
30, 2000, 1999 and 1998.   Accumulated amortization of goodwill was $49,970,
$37,856, and $25,742 at June 30, 2000, 1999 and 1998, respectively.


3.      Leasing arrangements

The Company has entered into a series of direct financing leases with twelve
different major homebuilders and real estate developers (the "Lessees") (Note
1) which provide for monthly lease payments which are negotiated on a per
transaction basis and are designed to cover debt service as well as to provide
positive cash flow.  Under the terms of the lease agreements, all expenses
arising during the term of the lease are paid by the Lessee including, but not
limited to, utilities, homeowner association assessments, maintenance,
insurance and real estate taxes.

The leases terminate only upon the sale of the model homes.  In connection
therewith, the Company has entered into net listing agreements with the real
estate brokerage affiliates of some of the Lessees.  Such agreements provide
for commissions and incentives which are negotiated on a per transaction
basis.  The sales price may not be less than the original cash closing
purchase price unless the Lessee elects to pay any deficiency at the closing.

All Lessees are required to provide a surety bond or equivalent financial
instrument in order to assure the performance of their obligations.  The
financial instruments provided by Lessees have historically ranged from 5% to
110% of the Company's purchase price of the model homes, including related
costs.

In many cases, the Company has obtained various forms of insurance which
effectively serve as credit enhancements.  The Lease Bond insures the timely
payment by the lessee of the lease payments.  In the event of default by the
lessee, the surety has an obligation to continue to make the lease payments.
The Company negotiates the premium for the surety bonds on a case-by-case
basis.  All such surety bonds have been obtained from major domestic based
insurance companies rated "A" through "AAA" by major credit rating agencies.
The intent of these arrangements is to reduce the cost of funds, and to
increase the amounts borrowed, thereby increasing profitability.

                                      F-12

3.      Leasing arrangements (continued)

                Major customer

Revenues derived from one lessee, represent 57%, 74% and 39% of total lease
revenue for the years ended June 30, 2000, 1999 and 1998, respectively.


4.      Multi-family residential property operations

On July 15, 1999, the Company purchased a 288 unit multi-family residential
property in Jacksonville, Florida for a purchase price of $10,228,000.  The
purchase price was paid as follows:

Assumption of existing first mortgage   $  4,928,000
New loan                                   5,300,000
                                         -----------
Total purchase price                     $10,228,000
                                         ===========

Approximately $1,500,000 of the new loan is being utilized to improve,
modernize and enhance the value of the property.  As of June 30, 2000,
approximately $1,350,000 of the improvements had been completed.

Simultaneously, the Company entered into an operation, maintenance, and
management agreement which provides for an independent management company to
manage the property and to pay the Company a minimum income stream per month
sufficient to service debt and provide positive cash flow.  The agreement also
provides for the management company to purchase the property at the end of
five years.  The performance of the management company under the agreement is
guaranteed jointly and severally by two major insurance companies rated "AAA"
and "BB" by Standard & Poors.


5.      Net assets realizable on divestiture

During the year ended June 30, 1997, the Company disposed of its construction
subsidiary, Iron Eagle Contracting and Mechanical, Inc. ("IECM").  Under the
terms of the agreement, the Company sold the net assets of IECM for a note in
the amount of $1,312,500.  The note bears interest at the prime rate plus 1%.
Interest is payable in monthly installments. The note is secured by all assets
of IECM's parent company, Monarch Investment Properties, Inc.  ("Monarch"),
which was formerly known as Iron Holdings Corp., and by all of the issued and
outstanding shares of IECM.

                                      F-13

5.      Net assets realizable on divestiture (continued)

During June 1999, the Company filed a lawsuit against Monarch, and its
subsidiaries, IECM and Tahoe Realty Corp., as well as two of its officers and
other individuals, in the Supreme Court of the State of New York, County of
Queens.  The action asserts seven separate causes of action arising out of a
default in payment of the remaining $1,100,000 balance due under the
promissory note evidencing moneys due to the Company from Monarch as a result
of its purchase of IECM from the Company.  The Company has set up a reserve
of $100,000 against the $1,100,000 asset.

The Court granted the Company's motion for summary judgment during March 2000
against Monarch in the sum of $1,100,000 plus interest from January 1, 1999,
a judgment of possession of all collateral pledged by Monarch and judgment
that the Company is the rightful owner and entitled to immediate possession
of the collateral, impressing a trust on said collateral, declaring
defendants to be trustees of said collateral and directing said trustees to
deliver such collateral to the Company.

Based on information currently available to the Company, it anticipates that
it will collect the outstanding balance, accrued interest, as well as
collection costs.  The Company has not accrued interest on the note since
March 31, 1999.

6.      Note receivable

During December 1999, the Company entered into a contract to purchase and
lease back on a triple-net full payout basis, four office buildings in Nevada
for an aggregate purchase price of $16,650,000 supported by lease payment
performance bonds.

The Company advanced the seller/lessee $1,000,000 of the purchase price in the
form of a loan, bearing interest at the rate of 12% per annum.  The loan is
secured by Deeds of Trust recorded on three of the four office buildings, and
is guaranteed by a non-affiliated third party.

During March 2000, the Company agreed to terminate the purchase and lease back
agreements due to the seller/lessee's desire to sell the properties to
non-affiliated third parties.   The seller/lessee has entered into contracts
for the sale of the office buildings and anticipates closing prior to
December 31, 2000.

Repayment of principal and interest due under the loan is to be paid out of
the proceeds of sale of the office buildings to third parties.  In
addition, the seller has agreed to reimburse up to $250,000 in expenses
incurred by the Company relating to the transaction.

Prior to June 30, 2000, $350,000 of the principal amount of the loan was
repaid.

                                      F-14

7.      Mortgages and notes payable

Mortgages and notes payable consist of the following:

                                                            June 30,
                                                   ---------------------------
                                                      2000            1999
                                                   -----------     -----------
Mortgages payable to various financial
institutions.  As of June 30, 2000 and 1999,
approximately $29.6 million and $15.4
million, respectively, of such mortgage
obligations require payment of interest
only, including approximately $16 million
payable under revolving loan agreements with
an aggregate credit limit of $23 million.
The remaining loan agreements are payable in
monthly installments totaling $62,624 at
June 30, 2000 and $156,093 at June 30, 1999,
including interest.  As of June 30, 2000 and
1999 approximately $5.9 million and $10.6
million, respectively, of such obligations
are payable under a $15 million revolving
loan agreement.  The loan agreements bear
interest ranging from 8.5% to 10.5% and
mature between January 2001 and December
2002.  The loans are secured by model homes
purchased and by the related surety bonds
and leases described in Note 3.                    $35,483,938     $26,642,294

Note payable to a financial institution in
monthly installments of $53,352, including
interest at 8.75%.  The loan agreement
matures in July 2004.  The loan is secured
by the surety bond and management agreement
described in Note 4.                                 5,120,752            -

Mortgage payable to a financial institution
in monthly installments of $69,828,
including interest at 7.96%.  The loan
agreement matures in March 2017.  The loan
is secured by the multi-family residential
property and the surety bond described in
Note 4.                                              4,795,102            -
                                                   -----------     -----------
                                                   $45,399,792     $26,642,294
                                                   ===========     ===========

                                      F-15

7.  Mortgages and notes payable (continued)

    At June 30, 2000, maturities of mortgages and notes payable are as follows:

                Year ending June 30, 2001       $  8,177,137
                Year ending June 30, 2002         15,315,443
                Year ending June 30, 2003         13,118,183
                Year ending June 30, 2004            443,204
                Year ending June 30, 2005          4,399,127
                Thereafter                         3,946,698
                                                 -----------
                                                 $45,399,792
                                                 ===========

8.      Stockholder loans payable

Stockholder loans payable arose from advances various stockholders made to the
Company.   The notes are payable on demand and interest at 9% is payable
monthly.  Interest on stockholder notes payable totalled $112,220 for the year
ended June 30, 2000, $108,663 for the year ended June 30, 1999, and $103,252
for the year ended June 30, 1998.

During the years ended June 30, 2000, 1999, and 1998, the Company issued a
total of 1,146,000, 1,959,000, and 2,101,094 warrants, respectively, to
stockholders who had made loans to the Company.  The warrants are exercisable
at the fair value of the stock on the date the warrant was issued.  As of
June 30, 2000, there are a total of 6,732,094 warrants outstanding.  The
exercise price ranges from $0.12 to $0.47 per share.  To date, none of the
warrants have been exercised.

9.      Stockholders' equity

                Convertible preferred stock

The Company has 400,000 shares of its 6% participating preferred stock
outstanding.  Each share is convertible into one share of the Company's common
stock at $2.50 per share.  The preferred stock is redeemable at the option of
the Company.

As a result of a dispute as to which of two unaffiliated parties were entitled
to receive the distributions, there were no preferred distributions during the
year ended June 30, 1998.   During the year ended June 30, 1999, the Company
resumed payment of preferred distributions in arrears.  Preferred distribution
payments $120,000 and $90,000 for the years ended June 30, 2000 and 1999,
respectively.  As of June 30, 2000, there are $25,000 of unpaid distributions
still in arrears.  The Company is paying such arrearage at the rate of $5,000
per month.

        Warrants

In conjunction with a loan agreement entered into by a former subsidiary, IECM
(Note 5) in December 1995, the Company issued 1,200,000 warrants convertible
into 1,200,000 shares of the Company's common stock at $.001 per share of
which 500,000 are still outstanding.

                                      F-16

9.      Stockholders' equity (continued)

        Stock option plan

During August 1996, the Company established an Equity Incentive Plan (the
"Plan") to attract and retain key employees, to provide an incentive for them
to achieve long-range performance goals and to enable them to participate in
the long-term growth of the Company.   Under the terms of the plan, the
Company may award Incentive Stock Options which are intended to qualify under
Section 422A of the Internal Revenue Code.  All such options may be exercised
during a four-year period commencing one year from the date of the option
grant and terminating five years from date of issuance.

The following is a summary of option transactions during the years ended June
30, 2000, 1999 and 1998:

                                                                 Weighted
                                                Number of         average
                                                 Shares        exercise price
                                            ---------------   ---------------

Outstanding at July 1, 1997                      1,050,000           $0.22

Granted - December 1997                            700,000           $0.14
Cancelled                                          (75,000)          $0.25
                                                 ----------
Outstanding at June 30, 1998                     1,675,000           $0.19

Granted - August 1998                              800,000           $0.20
Granted - December 1998                            975,000           $0.42
Cancelled                                          (75,000)          $0.25
                                                 ----------

Outstanding at June 30, 1999                     3,375,000           $0.26

Granted - November 1999                            775,000           $0.29
Cancelled                                         (450,000)          $0.28
                                                 ----------
Outstanding at June 30, 2000                     3,700,000           $0.26
                                                 ==========


10.     Income taxes

The Company has a $441,515 net operating loss available for carryforward to
offset future years' taxable income.  The net operating loss expires in 2013.

Deferred income taxes arise from temporary differences in reporting assets and
liabilities for income tax and financial accounting purposes primarily
resulting from net operating losses.

                                      F-17

11.     Supplemental cash flow information

The Company's non-cash investing and financing activities were as follows:

During the years ended June 30, 2000, 1999, and 1998, the Company acquired
revenue producing assets at a cost of $35,953,869, $16,813,539, and
$26,170,860, respectively.  Such purchases were financed as follows:

                                                 Year ended June 30,
                                          -----------------------------------
                                             2000        1999         1998
                                         ----------- ----------- ------------
Revenue producing assets                 $35,953,868 $16,813,539  $26,170,860
Bank borrowings                          (30,848,223)(12,596,885) (18,330,033)
                                         ----------- ----------- ------------
Expenditures for acquisition of
 model homes and real estate             $ 5,105,645 $ 4,216,654 $  7,840,827
                                         =========== =========== ============

On June 30, 1998, at the request of one law firm, the Company issued 200,000
shares of stock in payment of $50,703 of fees owed to that firm.

Interest paid totalled $3,848,251, $2,756,454, and $2,112,778 during the years
ended June 30, 2000, 1999 and 1998, respectively.

12.     Commitments and contingencies

        Lease agreement

The Company leases its office space under an operating lease for a five-year
term ending in January 2002.  Rent expense for the years ended June 30, 2000,
1999 and 1998, was $75,015, $87,577, and $71,389, respectively.  The
following is a schedule of future minimum lease payments:

        Year ending June 30, 2001       $  70,761
        Year ending June 30, 2002          41,782
                                        ---------
                                        $ 112,543
                                        =========

        Employment agreements

Effective July 29, 1997, the Board of Directors elected the Company's
principal shareholder to the position of Chairman of the Board and entered
into a ten-year employment agreement with the shareholder.  Effective January
1, 1998, the employment agreement provides for annual compensation of
$225,000 with 10% annual increases during the second through tenth years.

Effective January 1, 1998, the Company entered into a five-year employment
agreement with its Vice President.  The agreement specifies that the Vice
President shall receive annual compensation of $91,000 with 10% annual
increases during the second through fifth years.

                                      F-18

12.     Commitments and contingencies (continued)

                Model home sale contracts

As of June 30, 2000, and through the report date, the Company had sales
contracts pending on 35 model homes at an aggregate sales price of $9,785,106.
The model homes were acquired at an aggregate cost of $9,413,033.

                Qualified retirement plans

During the year ended June 30, 1997, the Company adopted the provisions of a
savings incentive match plan for employees ("SIMPLE") which covers
substantially all employees of the Company.  The SIMPLE is a qualified plan
under the provisions of The Internal Revenue Code which permits employees to
make elective contributions to a retirement plan on a pre-tax basis.
Effective January 1, 2000, the Company instituted a 401(K) plan.  The Company
makes matching contributions which totalled $12,654, $11,514, and $6,159 for
the years ended June 30, 2000, 1999 and 1998, respectively.

                Financing activities

At June 30, 2000, the Company had approximately $16.1 million of unused,
committed credit facilities available under existing revolving loan agreements
which may be utilized to acquire model homes in accordance with the terms of
those agreements.  Such credit facilities expire January through August 2001.

As a part of its ongoing business, the Company is in constant discussion with
financial institutions for credit facilities, as well as private or public
placements of its debt or equity securities.  An offering or private placement
of senior notes with warrants, convertible preferred stock or similar type of
security is currently being evaluated.  It is the policy of the Company not to
incur costs from activation of credit facilities unless and until needed.


                Legal proceedings

Other than as disclosed in Note 5, the Company is not presently involved in
any material litigation nor, to its knowledge, is any material litigation
threatened against the Company or its properties, other than routine
litigation arising in the ordinary course of business. Although the ultimate
outcome of litigation both as a plaintiff or defendant cannot be predicted
with any certainty, based on information presently known to management and
counsel, management does not believe that there are any legal actions that,
individually or in the aggregate, will have a material adverse effect on the
Company's financial condition, cash flows or a results of operations.

                                      F-19

13.     Subsequent events

                Financing activities

During July 2000, the Company entered into a new $45 million revolving credit
facility.  Such credit facility expires in July 2002 but the Company has the
right to extend the facility for one additional year.

During July 2000, the Company entered into a new $7.4 million term loan.
The term loan expires in July 2003.

                Acquisition of residential real estate

On August 31, 2000, as part of the ordinary course of business the Company
acquired two parcels of land consisting of 66 finished lots at a cost of
approximately $20,500,000 and simultaneously leased the property to a major
publicly traded homebuilder.  The Company also granted the homebuilder an
exclusive option to purchase the finished lots at prices ranging from
approximately $218,000 to $477,000 per finished lot.

                Model home acquisitions

During July 2000, the Company acquired 38 model homes at a cost of
approximately $7.8 million.  The model homes are located in New Jersey,
Minnesota and Iowa.

14.     Restatement

The Company's financial statements as of June 30, 2000 and 1999 and for each
of the  three years in the period ended June 30, 2000 have been restated to
reflect a change in the  method of accounting for the Company's leasing
activities.  The Company had been  accounting for these leases as operating
leases.  In May 2001, the Securities and  Exchange Commission (the "SEC")
reviewed and commented on certain issues relating  to the Company's accounting
for lease transactions under the operating method.  After  discussions with
the SEC and review of applicable standards, the Company concurred  with the
SEC's comments and agreed to change its method of accounting for lease
transactions from the operating method, which was considered an unacceptable
method,  to the direct financing method.  While the direct financing method
has necessitated some  change in presentation, there has been no material
cumulative effect on the Company's  financial position or results of
operations through June 30, 2000.

Under the direct financing lease method of accounting, the leased assets are
recorded as  an investment in direct financing leases and represent the
minimum net lease payments  receivable, including third-party guaranteed
residuals, plus the unguaranteed residual  value of the leased assets, less
earned income.  Rental payments consist of principal and  interest on the
lease.  Principal payments reduce the investment in the finance lease and  the
interest is recorded as revenue over the term of the lease.

The principal impact of the restatement was to eliminate depreciation expense
that was being recorded on the operating leases and the resultant effect on
the calculation of gain on sale of the assets.  The effects of the
restatement are as follows:
                                           Year Ended June 30,
                 --------------------------------------------------------------
                     2000         1999         1998        1997        1996
                 -----------  -----------  -----------  -----------  ----------
Revenue
  Previous       $26,073,604  $26,286,920  $21,302,522  $ 7,524,938  $   965,168
  As restated    $26,073,604  $26,286,920  $21,302,522  $ 7,524,938  $   965,168

Net income (loss)
  Previous       $   206,471  $   759,950  $  (157,311) $   (42,542) $ (184,953)
  As restated    $   156,954  $   187,834  $   (22,907) $   373,307  $  (96,926)

Basic earnings (loss) per share
  Previous       $      0.01  $      0.04  $     (0.01) $     (0.00) $    (0.02)
  As restated    $      0.00  $      0.01  $     (0.00) $      0.02  $    (0.01)

Stockholders' equity
  Previous       $ 8,396,003  $ 8,369,922  $ 7,962,404  $ 8,089,366  $ 8,058,242
  As restated    $ 8,412,650  $ 8,436,085  $ 8,600,683  $ 8,593,242  $ 8,146,269


The cumulative effect in the statements of operations for the five year period
was an increase in net income of $16,647.


                                      F-20


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE

                                      NONE

                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item 10 will be contained in the Company's
information statement to be filed with the Securities and Exchange
Commission and is incorporated in this Annual Report on Form 10-K by this
reference.

ITEM 11.        EXECUTIVE COMPENSATION

The information required by this Item 11 will be contained in the Company's
information statement to be filed with the Securities and Exchange
Commission and is incorporated in this Annual Report on Form 10-K by this
reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item 12 will be contained in the Company's
information statement to be filed with the Securities and Exchange
Commission and is incorporated in this Annual Report on Form 10-K by this
reference.

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item 13 will be contained in the Company's
information statement to be filed with the Securities and Exchange
Commission and is incorporated in this Annual Report on Form 10-K by this
reference.

PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)     1. Financial Statements:
           Reference is made to the index set forth in "ITEM 8, FINANCIAL
           STATEMENTS and SUPPLEMENTARY DATA" of this Annual Report on
           Form 10-K.

        2. Financial Statement Schedules:
           Reference is made to the index set forth in "ITEM 8, FINANCIAL
           STATEMENTS and SUPPLEMENTARY DATA" of this Annual Report on
           Form 10-K.

        3. Exhibits:

           The following exhibits are filed as part of this Annual Report on
           Form 10-K.

               Incorporated by
               Reference to Registration
Exhibit No.    Statement 333-1842         Description
-----------    -------------------------  -----------------------------------

3.1                   X                   Company Certificate of
                                          Incorporation, as amended
                                          to date

3.2                   X                   Company By-laws, as amended
                                          to date
               Incorporated by
               Reference to Form
Exhibit No.    10K June 30, 1998          Description
-----------    -------------------------  -----------------------------------

10.12                 X                   Employment Contract with David
                                          Miller dated as of January 1, 1998.

10.13                 X                   Employment Contract with John
                                          Kushay dated as of January 1, 1998.

               Incorporated by
               Reference to Form
Exhibit No.    10K June 30, 1997          Description
-----------    -------------------------  -----------------------------------

10.14                 X                   Incentive Stock Plan of the Company.


21.1         (Filed herewith)             List of Company subsidiaries.




(b)     Reports on Form 8-K

        No reports on Form 8-K were filed during the last quarter of the
        period covered by this report.

                                   SIGNATURES


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

STRATEGIC CAPITAL RESOURCES, INC.


By:     /s/David Miller
David Miller, Chairman of the Board


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

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

/s/David Miller                             Dated: May 29, 2001
David Miller, Director

/s/Samuel G. Weiss                          Dated: May 29, 2001
Samuel G. Weiss, Director

/s/Joan E. Kushay                           Dated: May 29, 2001
Joan E. Kushay, Director

/s/John P. Kushay                           Dated: May 29, 2001
John P. Kushay, Director

/s/Ralph Wilson                             Dated: May 29, 2001
Ralph Wilson, Director

/s/Kenneth MacKenzie                        Dated: May 29, 2001
Kenneth MacKenzie, Director

/s/John H. Roach, Jr.                       Dated: May 29, 2001
John H. Roach, Jr., Director



EXHIBIT 21.1

                       List of Registrants' subsidiaries


Subsidiary Name                 State of Incorporation






-------------------             ----------------------
JJFN Holdings, Inc.                  Delaware
Model Funding I, LLC                 Delaware
Model Funding II, LLC                Delaware
LLC Oak Hills Limited Partnership    Florida