U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-QSB


         QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the quarter ended December 31, 1998

         Commission file no.        0-24551


                            JS Business Works, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          Florida                                                65-0790758
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

         219 Almeria
      West Palm Beach, Florida                                      33405
- ---------------------------------------                        ----------
(Address of principal executive offices)                          (Zip Code)

Issuer's telephone number (561) 804-9744

Securities registered under Section 12(b) of the Exchange Act:

                                                        Name of each exchange on
      Title of each class                                  which registered

         None
-----------------------------                          -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.0001 par value
                       -----------------------------------
                                (Title of class)

     Indicate by Check  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes X
No
           ---   ---

         As of January 31, 1999,  there are 2,296,500  shares of voting stock of
the registrant issued and outstanding.
<PAGE>
                                     PART I

Item 1.           Financial Statements


INDEX TO FINANCIAL STATEMENTS


                                                                            Page

Balance Sheet................................................................F-2

Statement of Operations......................................................F-3

Statement of Changes in Stockholders' Equity................................ F-4

Statement of Cash Flows......................................................F-5

Notes to Financial Statements................................................F-6




                                           F-1
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                                  Balance Sheet
<TABLE>
<S>                                                              <C>                <C>
                                                                   December 31,       September 30,
                             ASSETS                                    1998                1998
                                                                    (Unaudited)
                                                                ------------------- ------------------

CURRENT ASSETS
  Cash                                                          $               364 $              379
  Note receivable - shareholder                                              10,493             10,263
                                                                ------------------- ------------------

     Total current assets                                                    10,857             10,642
                                                                ------------------- ------------------

Total Assets                                                    $            10,857 $           10,642
                                                                =================== ==================

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accrued expenses                                              $             4,500 $            4,500
                                                                ------------------- ------------------

     Total current liabilities                                                4,500              4,500
                                                                ------------------- ------------------
Total Liabilities                                                             4,500              4,500
                                                                ------------------- ------------------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.0001 par value, authorized 10,000,000
       shares, 0 issued and  outstanding                                          0                  0
  Common stock, $0.0001 par value, authorized 50,000,000
       shares, 2,296,500 issued and outstanding                                 230                230
  Additional paid-in capital                                                 18,105             18,105
  Deficit accumulated during the development stage                         (11,978)           (12,193)
                                                                ------------------- ------------------

  Total Stockholders' Equity                                                  6,357              6,142
                                                                ------------------- ------------------

Total Liabilities and  Stockholders' Equity                     $            10,857 $           10,642
                                                                =================== ==================
</TABLE>





     The accompanying notes are an integral part of the financial statements

                                       F-2
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                             Statement of Operations
                                   (Unaudited)
<TABLE>
<S>                                                 <C>                <C>                <C>
                                                                                              Cumulative
                                                         For the three months ended        October 20, 1997
                                                                                           through December
                                                                                               31, 1998
                                                   -------------------------------------- -------------------
                                                       December 31,       December 31,
                                                          1998                1997
                                                   ------------------- ------------------ -------------------
Revenues                                           $                 0 $                0 $                 0
                                                   ------------------- ------------------ -------------------

General and administrative expenses                                 15                  0                 836
Consultant expenses - related party                                  0                  0               2,000
Professional fees - related party                                    0                160               5,000
Professional fees - other                                            0                  0               4,635
                                                   ------------------- ------------------ -------------------

   Total expenses                                                   15                160              12,471
                                                   ------------------- ------------------ -------------------

Loss from operations                                               (15)              (160)            (12,471)

Other income (expense)
   Interest income - related party                                 230                  0                 493
                                                   ------------------- ------------------ -------------------

Net income (loss)                                  $               215 $            (160) $          (11,978)
                                                   =================== ================== ===================

Basic net income (loss) per weighted average       $             0.001            (0.001)             (0.006)
share
                                                   =================== ================== ===================

Weighted average number of shares                            2,039,224          1,650,500           2,039,224
                                                   =================== ================== ===================
</TABLE>












     The accompanying notes are an integral part of the financial statements

                                       F-3
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                  Statement of Changes in Stockholders' Equity
<TABLE>
<S>                                                               <C>          <C>         <C>          <C>          <C>
                                                                                                          Deficit
                                                                                                           Accum.
                                                                                            Additional   During the      Total
                                                                   Number of     Common      Paid-in        Dev.      Stkholders'
                                                                    Shares        Stock      Capital       Stage        Equity
                                                                 ------------- ----------- ------------ ------------ -------------
BEGINNING BALANCE,
From October 20, 1997 (Inception) through September 30, 1998:

October 20, 1997 (inception)                                                 0 $         0 $          0 $          0 $           0

October, 1997 - services ($0.0001/sh)                                1,601,000         160            0            0           160

April, 1998 - cash ($0.01/sh)                                          302,500          30        2,995            0         3,025

April, 1998 - cash ($0.05/sh)                                          343,500          35       17,140            0        17,175

April, 1998 - services ($0.05/sh)                                       49,500           5        2,470            0         2,475

May, 1998 -  offering costs                                                  0           0       (4,500)           0        (4,500)

Net loss                                                                     0           0            0      (12,193)      (12,193)
                                                                 ------------- ----------- ------------ ------------ -------------

BALANCE, September 30, 1998                                          2,296,500         230       18,105      (12,193)        6,142
                                                                 ------------- ----------- ------------ ------------ -------------
For the three months ended 12/31/98 (Unaudited) :

Net income                                                                   0           0            0          215           215
                                                                 ------------- ----------- ------------ ------------ -------------

BALANCE, December 31, 1998 (Unaudited)                               2,296,500 $       230 $     18,105 $    (11,978)$       6,357
                                                                 ============= =========== ============ ============ =============
</TABLE>






     The accompanying notes are an integral part of the financial statements

                                       F-4
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                             Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<S>                                                                <C>                 <C>               <C>
                                                                                                          From October 20,
                                                                                                          1997 (Inception)
                                                                        For the three months ended            through
                                                                                                            December 31,
                                                                                                                1998
                                                                   ------------------------------------- ------------------
                                                                      December 31,       December 31,
                                                                          1998               1997
                                                                   ------------------- ----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                                $               215 $            (160)$          (11,978)
  Adjustments to reconcile net loss to net cash used for operating
        activities:
      Interest accrued on note receivable - related party                         (230)                0               (493)
      Stock issued for services                                                      0               160              2,635
      Increase in accrued liabilities                                                0                 0              4,500
                                                                   ------------------- ----------------- ------------------

Net cash used for operating activities                                             (15)                0             (5,336)
                                                                   ------------------- ----------------- ------------------

CASH FLOW FROM INVESTING ACTIVITIES :
      Issuance of note receivable - related party                                    0                 0            (10,000)
                                                                   ------------------- ----------------- ------------------

Net cash used by investing activities                                                0                 0            (10,000)
                                                                   ------------------- ----------------- ------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock, net                                     0                 0             15,700
                                                                   ------------------- ----------------- ------------------

Net cash provided by financing activities                                            0                 0             15,700
                                                                   ------------------- ----------------- ------------------

Net increase in cash                                                               (15)                0                364

CASH, beginning of period                                                          379                 0                  0
                                                                   ------------------- ----------------- ------------------

CASH, end of period                                                $               364 $               0 $              364
                                                                   =================== ================= ==================
</TABLE>








     The accompanying notes are an integral part of the financial statements

                                       F-5
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                   (Unaudited)

(1)      The Company JS Business Works, Inc., is a Florida chartered development
         stage corporation which conducts business from its headquarters in Palm
         Beach,  Florida.  The Company was  incorporated on October 20, 1997 and
         has selected September 30 as its fiscal year end.

         The  Company  has not  yet  engaged  in its  expected  operations.  The
         Company's  future  operations  include  plans to become a  full-service
         flexible  staffing  service  to  recruit,  train and  deploy  temporary
         personnel  to  companies  in  a  wide  range  of  industries.   Current
         activities  include  raising  additional  equity and  negotiating  with
         potential key personnel and facilities.

         The Company is in the  development  stage and has not yet  acquired the
         necessary  operating assets,  nor has it begun any part of its proposed
         business.  While the Company is negotiating with prospective  personnel
         and potential  customer  distribution  channels,  there is no assurance
         that any benefit will result from such activities. The Company will not
         receive any operating  revenues until the  commencement  of operations,
         but will nevertheless continue to incur expenses until then.

(2)      Summary of Significant  Accounting  Principles The following  summarize
         the more significant accounting and reporting policies and practices of
         the Company:

         a) Use of estimates  The  financial  statements  have been  prepared in
         conformity with generally accepted accounting principles.  In preparing
         the financial statements,  management is required to make estimates and
         assumptions  that affect the reported amounts of assets and liabilities
         as of the date of the  statements  of financial  condition and revenues
         and  expenses  for the year  then  ended.  Actual  results  may  differ
         significantly from those estimates.

         The financial  statements  for the three months ended December 31, 1998
         and 1997 include all adjustments which in the opinion of management are
         necessary for fair presentation.

         b) Start-Up costs Costs of start-up activities,  including organization
         costs, are expensed as incurred,  following Statement of Position (SOP)
         98-5. This SOP sets forth the generally accepted accounting  principles
         for costs of start-up activities of development stage entities.

         c) Net income  (loss) per share Basic is  computed by dividing  the net
         income  (loss)  by  the  weighted   average  number  of  common  shares
         outstanding during the period.

         d) Compensation for services  rendered with stock The Company exchanges
         shares of common stock,  in lieu of cash,  for the fair market value of
         services  rendered.  The  cost of the  services  has  been  charged  to
         operations.

(3)      Note  Receivable-shareholder A note in the amount of $10,000 was issued
         to a shareholder of the Company.  The note receivable bears interest at
         9.0%  interest  per annum and is due on  demand.  Accrued  interest  at
         December  31,  1998 and 1997 is $493 and $0  respectively.  The Company
         expects repayment of the note and accrued interest in February 1999.
                                       F-6
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                   (Unaudited)

(4)      Stockholders'  Equity The Company has authorized  50,000,000  shares of
         $0.0001 par value common  stock.  The Company had  2,296,500  shares of
         common stock issued and  outstanding  at December 31, 1998.  On October
         21, 1997, the Company issued  1,601,000 shares to its President for the
         fair market  value of services  rendered  at $160.  In April 1998,  the
         Company  issued  646,000  shares of common  stock  under  Regulation  D
         offerings in exchange  for $20,200 in cash.  The Company paid $4,500 of
         legal expenses in connection with these  offerings.  On April 30, 1998,
         the Company issued 49,500  shares,  to its Executive Vice president for
         the fair market value of services rendered at $2,475. In addition,  the
         Company has authorized 10,000,000 shares of $0.0001 par value preferred
         stock.  The Company had issued none of its shares of preferred stock at
         December 31, 1998.

(5)      Income Taxes Deferred income taxes  (benefits) are provided for certain
         income and expenses which are  recognized in different  periods for tax
         and financial  reporting  purposes.  The Company had net operating loss
         carry-forwards  for  income  tax  purposes  of  approximately   $11,979
         expiring at December 31, 2013.

         The amount  recorded as deferred  tax assets as of December 31, 1998 is
         $2,357,  which  represents  the  amount  of tax  benefit  of  the  loss
         carry-forward.  The  Company  has  established  a  valuation  allowance
         against  this  deferred  tax asset,  as the  Company  has no history of
         profitable operations.

(6)      Related Parties During the initial formation of the Company,  its legal
         counsel  was  appointed  President,  Secretary  and  Treasurer  of  the
         Company.  The  authorized  duties  performed  were the execution of all
         documents necessary for the Company to transact such business.  The new
         Board of Directors was formally appointed at the initial meeting of the
         Company's  shareholders.  Also,  at the  shareholders'  meeting,  legal
         counsel resigned  effective  immediately as any officer of the Company,
         and  was  subsequently  authorized  by the  Board  to  act  in  certain
         management  capacities.  Legal  counsel  owns a 5%  interest of 114,500
         shares  of common  stock in the  Company.  The  elected  Secretary  and
         Treasurer  of the  Company  is "of  counsel"  to  the  Company's  legal
         counsel.

         The  Company  had  entered  into  an agreement to pay $100 per month to
         Adams, Inc. to cover general office expenses.  Adams, Inc. is a company
         controlled by the President of the Company.  After the first month, the
         President  chose  to  suspend  this  agreement  until  the  Company  is
         sufficiently capitalized.

         During the initial formation of the Company, an officer and shareholder
         of the Company  received  compensation of $2,000 in cash for consulting
         services rendered.

         As  described  in Note  (3),  the  Company  issued a note to one of its
         shareholders in the amount of $10,000.
                                       F-7
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                   (Unaudited)

(6) Related Parties (continued)
                                                              From October 20,
                                                              1997 (inception)
                                                              through December
                                                                  31, 1998
                                                            --------------------
Professional fees (legal expenses) - related party          $              5,000
                                                            ====================
Consultant expenses - related party                         $              2,000
                                                            ====================
Office expenses - related party                             $                100
                                                            ====================
Note receivable and accrued interest - related party        $             10,493
                                                            ====================

(7)      Going Concern As shown in the accompanying  financial  statements,  the
         Company   incurred  a  net  loss  of  $11,979  from  October  20,  1997
         (Inception)  through  December 31, 1998.  The ability of the Company to
         continue as a going  concern is  dependent  upon  increasing  sales and
         obtaining additional capital and financing. The financial statements do
         not include any  adjustments  that might be necessary if the Company is
         unable to continue as a going concern. The Company is currently seeking
         financing to allow it to begin its planned operations.














                                       F-8
<PAGE>
Item 2.           Management's Discussion and Analysis or Plan of Operation

Plan of Operations

         Since its inception,  the Company has conducted no business  operations
except for  organizational and capital raising  activities.  For the period from
inception  (October 20,  1997)  through  December  31, 1998,  the Company had no
income from operations and operating expenses  aggregating  $12,471. The Company
proposes to engage in the business of providing  human resource  services in the
flexible industrial staffing market.

         Ms.  Garrett,  Executive Vice President of JSBW,  agreed to develop the
flexible  staffing  business  for the Company for the  following,  among  other,
reasons:  (i)  because of her belief  that a public  company  could  exploit its
talents,  services and business  reputation to commercial  advantage and (ii) to
observe  directly  whether  the  perceived   advantages  of  a  public  company,
including,   among  others,  greater  ease  in  raising  capital,  liquidity  of
securities  holdings  and  availability  of current  public  information,  would
translate  into  greater   profitability   for  a  public,   as  compared  to  a
locally-owned employment service company.

         If the Company is unable to generate sufficient revenue from operations
to implement its expansion  plans,  management  intends to explore all available
alternatives  for debt and/or  equity  financing,  including  but not limited to
private and public securities  offerings.  Depending upon the amount of revenue,
if any, generated by the Company, management anticipates that it will be able to
satisfy its cash requirements for the next  approximately  three (3) to nine (9)
months  without  raising  funds via debt and/or  equity  financing or from third
party funding sources. Accordingly, management expects that it will be necessary
for JSBW to raise  additional  funds in the next twelve (12) months,  commencing
approximately  three (3)  months  form the date  hereof,  in the event  that the
Company is unable to generate any revenue from operations and commencing six (6)
to nine (9) months from the date hereof,  if only a minimal  level of revenue is
generated in accordance with management's  expectations.  Ms. Garrett,  at least
initially,  will be solely  responsible for developing  JSBW's flexible staffing
business.  However,  at such time,  if ever,  as  sufficient  operating  capital
becomes  available,   management  expects  to  employ  additional  staffing  and
marketing personnel.  In addition, the Company expects to continuously engage in
market research in order to monitor new market trends,  seasonality  factors and
other  critical  information  deemed  relevant  to JSBW's  business  through the
development of a sophisticated computerized system.

         At least  initially,  the Company intends to operate out of the home of
Mr. Adams.  Thus, it is not anticipated  that JSBW will lease or purchase office
space or computer  equipment in the foreseeable  future.  JSBW may in the future
establish its own facilities and/or acquire computer  equipment if the necessary
capital becomes available;  however,  the Company's financial condition does not
permit  management to consider the  acquisition  of office space or equipment at
this time.

Financial Condition, Capital Resources and Liquidity

         At December  31,  1998,  the Company  had assets  totaling  $10,857 and
liabilities  of  $4,500  attributable  to  accrued  accounting  fees.  Since the
Company's   inception,   it  has  received   $20,200  in  cash   contributed  as
consideration  for the  issuance  of shares of Common  Stock.  In May 1998,  the
Company  paid a lump sum  consulting  fee in the amount of $1,000 to Mr.  Adams,
executive officer and
<PAGE>
director of JSBW in consideration for certain specialized services performed for
the Company by him. These services  included the  preparation of a business plan
for the Company and the performance of certain financial consulting services. In
May 1998, the Company paid Mintmire & Associates,  a law firm of which Donald F.
Mintmire, Esq. is the sole proprietor, the sum of $5,000.00 in consideration for
the performance of certain legal services,  including but not limited to passing
upon the legality of the Common Stock and certain  other  matters in  connection
with this  Registration  Statement on Form 10-SB.  Commencing  May 1, 1998,  the
Company agreed to pay a fee in the amount of $100.00 per month to Adams, Inc., a
company owned by Mr. Adams in consideration for certain administrative  services
to be performed  and costs to be incurred by said firm on behalf of JSBW.  After
an initial  monthly  payment,  Mr.  Adams  subsequently  agreed to suspend  such
monthly fee until such time as the Company was in a stronger financial position.
In May 1998,  the Company paid a lump sum consulting fee in the amount of $1,000
to Ms.  Garrett,  Executive Vice President of JSBW in  consideration  of certain
specialized  services  performed  and to be  performed  for the  Company  by her
through  December  31,  1998.  Mr.  Adams  and Ms.  Garrett  own of  record  and
beneficially   1,601,000   and   49,500   shares   respectively,    representing
approximately  69.71% and 2.16%  respectively,  of the outstanding shares of the
Company's Common Stock.  (See Part III, Item 11. "Security  Ownership of Certain
Beneficial Owners and Management" and Part III, Item 12. "Certain  Relationships
and Related Transactions.")

         The Company has no potential capital resources from any outside sources
at the current time. In its initial  phase,  the Company will operate out of the
facility  provided  by Mr.  Adams.  Ms.  Garrett  will begin by  finding  client
employers and client  employees for the Company and instructing Mr. Adams in the
operation  of  a  temporary   industrial  staffing  agency.  To  attract  client
employers,  Ms. Garrett and Mr. Adams will visit  potential  clients in order to
determine their overall needs. In order to attract client  employees which match
the needs of the potential client employers,  the Company will place advertising
in local area newspapers in Palm Beach County. In the event the Company requires
additional  capital  during  this phase,  Mr.  Adams has  committed  to fund the
operation  until such time as  additional  capital  is  available.  The  Company
believes  that it will require three (3) to six (6) months in order to determine
the market demand potential and the availability of qualified employees.

         The ability of the Company to continue as a going  concern is dependent
upon increasing  placements and obtaining additional capital and financing.  The
Company believes that in order to be able to expand its initial  operations,  it
must rent offices in Palm Beach County,  hire clerical staff and acquire through
purchase  or  lease  equipment  for  client  employee  testing,  scheduling  and
accounting purposes.  The Company believes that there is adequate and affordable
rental space available in Palm Beach County and sufficiently  trained  personnel
to provide such clerical  services at  affordable  rates.  Further,  the Company
believes  that the type of  equipment  necessary  for the  operation  is readily
accessible at competitive rates.

         To implement  such plan,  also during this initial  phase,  the Company
intends to initiate a self-directed private placement under Rule 506 in order to
raise an additional  $100,000.  In the event such placement is  successful,  the
Company  believes  that it will have  sufficient  operating  capital to meet the
initial expansion goals and operating costs for a period of one (1) year. In the
event the Company is not successful in raising such funds,  the Company believes
that it will not be able to  continue  operations  past a period of three (3) to
nine (9) months.
<PAGE>
Net Operating Losses

         The Company  has net  operating  loss  carryforwards  of $12,193  which
expire in the years 2018  through  2019.  The company has a $2,357  deferred tax
asset  resulting from the loss  carryforwards,  for whiich it has  established a
100%  valuation  allowance.  Until the  Company's  current  operations  begin to
produce  earnings,  it unclear as to the ability of the Company to utilize  such
carryforwards.

Year 2000 Compliance

         The Company is currently in the process of evaluating  its  information
technology for Year 2000  compliance.  The Company does not expect that the cost
to modify its information  technology  infrastructure  to be Year 2000 compliant
will be  material  to its  financial  condition  or results of  operations.  The
Company does not  anticipate  any material  disruption  in its  operations  as a
result of any failure by the Company to be in compliance.

Forward-Looking Statements

         This Form  10-QSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
demand for temporary  staff personnel and  availability  of qualified  employers
clients,  expansion and growth of the  Company's  business and  operations,  and
other such matters are forward-looking statements. These statements are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the  control of the  Company.  Consequently,  all of the  forward-looking
statements made in this Form 1Q-KSB are qualified by these cautionary statements
and  there  can  be  no  assurance  that  the  actual  results  or  developments
anticipated by the Company will be realized or, even if substantially  realized,
that they will have the expected consequence to or effects on the Company or its
business or  operations.  The Company  assumes no obligations to update any such
forward- looking statements.

                                     PART II

Item 1. Legal Proceedings.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2.           Changes in Securities and Use of Proceeds

         None
<PAGE>
Item 3.           Defaults in Senior Securities

         None

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

     No matter was  submitted  during the  quarter  ending  December  31,  1998,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.           Other Information

         None

Item 6.           Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:



Exhibit No.             Description
------------------------------------------------------------------------------
-

3(i).1                    Articles  of  Incorporation of JS Business Works, Inc.
                          filed October 20, 1997 (1)

3(i).2                    Articles of Amendment to the Articles of Incorporation
                          of JS Business Works, Inc. filed May 4, 1998 (1)

3(ii).1                   Bylaws of JS Business Works, Inc. (1)

27.1              *       Financial Data Schedule
- ------------------

(1)      Incorporated  herein by  reference to the  Registration  Statement on
         Form 10-SB of JS Business Works,  Inc.  (File No.  0-24551),  filed
         with the U.S. Securities and Exchange Commission.

*        Filed herewith

     (b) No Reports on Form 8-K were filed during the quarter ended December 31,
1998.

                                   SIGNATURES
                                   ----------

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          JS BUSINESS WORKS, INC.
                                          (Registrant)

Date: February 15, 1999                     By: /s/ Charles Adams
                                             ---------------------------------
                                             Charles Adams, President

     In  accordance  with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

     Date                        Signature                     Title
     ----                        ---------                     -----

February 15, 1999         By: /s/ Charles Adams         President and Director
                             -----------------------
                             Charles Adams


February 15, 1999         By: /s/ Mercedes Travis       Secretary and Director
                             -----------------------
                             Mercedes Travis
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