U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  Form 10-KSB

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934
     For the fiscal year ended September 30, 1998

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934
     For the transition period from _______________ to ________________

     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)

     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
                                                                -----  -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year. $-0-

     Of the  2,296,500  shares  of voting  stock of the  registrant  issued  and
outstanding as of December 29, 1998,  646,000 shares are held by non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.
<PAGE>
                                     PART I

Item 1. Description of Business.

     (a) Business Development.

     JS Business Work, Inc. (hereinafter referred to as the "Company" or "JSBW")
was  organized  under the laws of the State of Florida on October 20, 1997.  The
Company was organized by Mr. Charles Adams, an executive officer and director of
the  Company for the purpose of  engaging  in the  business of  providing  human
resource  services in the flexible  industrial  staffing market. In this regard,
the  Company  retained  the  services  of Ms.  Lyn  Garrett  as  Executive  Vice
President.  The Company intends to deploy temporary  industrial personnel to its
clients.  It is  anticipated  that the  Company  will  benefit  from the synergy
expected to result from the combination of the general  business  experience and
expertise of Mr. Adams with Ms Garrett's  fourteen (14) plus years experience in
the  placement of temporary  and permanent  personnel.  The Company's  executive
offices are presently located at 219 Almeria, West Palm Beach, Florida 33405 and
its telephone number is (561) 804-9744.

     The Company  generally  has been  inactive,  having  conducted  no business
operations  except   organizational   and  fund  raising  activities  since  its
inception.  JSBW received  gross proceeds in the amount of $20,200 from the sale
of a total of 646,000  shares of common  stock,  $.0001 per value per share (the
"Common Stock"),  in two (2) offerings conducted pursuant to Section 3(b) of the
Securities  Act of 1933,  as amended (the "Act"),  and Rule 504 of  Regulation D
promulgated  thereunder  ("Rule 504").  These offering were made in the State of
Georgia and the State of Florida.  The Company  undertook its first  offering of
302,500  shares of Common  Stock  pursuant  to Rule 504 on April 3, 1998 and its
second  offering of 343,500 shares of Common Stock pursuant to Rule 504 on April
20,  1998.  While no  offering  memorandum  was used in  connections  with these
offerings,  the  business  plan of the  Company,  which  was  disclosed  to each
prospective  investor,  was for the provision of human resource  services in the
flexible  industrial  staffing  market.  Neither Georgia nor Florida  required a
disclosure  document under the terms of the exemption under which these offering
were made.

     There are no preliminary  agreements or understandings  between the Company
and its  officers and  directors  or  affiliates  or lending  institutions  with
respect to any loan agreements or arrangements.

     The  Company  intends  to offer  additional  securities  under  Rule 506 of
Regulation  D under  the Act  ("Rule  506) to fund its  short  and  medium  term
expansion plans. (See Part I, Item 1. "Description of Business - (b) Business of
Issuer.")

     See (b) "Business of Issuer"  immediately  below for a  description  of the
Company's  proposed  business  of  deploying  temporary  industrial  help to its
clients.  As of the date hereof,  the Company has no temporary  staff or clients
for placement of such staff. 
<PAGE>
         (b)      Business of Issuer.

General

     Since its  inception,  the Company  has  conducted  no business  operations
except for organizational activities and an offering of Common Stock pursuant to
which it has received gross offering proceeds in the amount of $20,200. Further,
the Company has had no employees since its organization.  It is anticipated that
the  Company's  executive  officers and directors  who,  except for one lump-sum
consulting  fee  received by two such  persons,  have served in those  positions
without  compensation  through the date hereof, will receive reasonable salaries
for  services  as  executive  officers  at such  time as the  Company  commences
business  operations.  (See Part III, Item 10.  "Executive  Compensation.")  The
Company's  executive  officers and/or directors will devote such time and effort
as may be necessary to participate in the day-to-day  management of the Company.
The Company has no plans to employ any individuals except its executive officers
on a part-time basis for the foreseeable  future. The Company proposes to engage
in  business  as the  provider  of  human  resource  services  in  the  flexible
industrial  staffing market. As of the date hereof,  JSBW has no temporary staff
available for placement  with any clients nor any client base with whom to place
such staff.

     The following  discussion of the flexible industrial staffing market, as it
relates to the Company's medium and long term business objectives,  is of course
pertinent only if the Company is successful in obtaining  sufficient debt and/or
equity  financing to commence  operations as a staffing  agency and, in addition
thereto, is able to generate  significant profits from operations (which are not
expected in the foreseeable  future) and/or additional  financing to continue in
business and/or fund the anticipated  growth,  assuming JSBW's proposed business
is successful.  There can be no assurance such financing can be obtained or that
the Company's proposed business will be successful.  While Mr. Adams,  executive
officer,  director and owner of approximately  69.71% of the outstanding  common
stock of JSBW has over ten (10) years  experience as a financial  consultant and
leasing financier in the rolling stock,  large commercial  machinery,  aviation,
commercial marine,  automobile and limousine leasing business,  he does not have
any specific  experience or expertise in the temporary staffing  business.  (See
Part I,  Item 1.  "Description  of  Business",  (b)  "Business  of Issuer - Risk
Factors.")

     Mr. Adams decided to pursue the temporary staffing business via the Company
because of the belief that his prior business  experience  and  expertise,  when
combined  with Ms.  Garrett's  fourteen  (14)  plus  years in the  placement  of
temporary  and  permanent  personnel,  will enable them to develop a  successful
temporary  staffing  company  which will have the  advantages  of,  among  other
things,  greater  availability  of capital and potential for growth  through the
vehicle of a public company as compared to a  privately-held  company.  The time
required to be devoted by each  executive  officer,  including Mr. Adams and Ms.
Garrett,  to manage the day-to-day affairs of the Company is presently estimated
to be approximately five to ten hours per week. This time commitment on the part
of the  Company's  executive  officers is expected to increase at such time,  if
ever, as JSBW obtains  sufficient  funding with which to commence the search for
suitable temporary staffing personnel and the establishment of a suitable client
base with whom such staff can be placed.  (See Part I, Item 1.  "Description  of
Business," (b) "Business of Issuer - Risk Factors.")

     The Company  will be  dependent  upon its  Executive  Vice  President,  Ms.
Garrett to develop the client base with whom to place the temporary staff and to
screen and train potential candidates for temporary  placement.  Ms. Garrett has
approximately  fourteen  (14) years  experience  in the  temporary  staffing and
permanent  placement  business  and has  managed her own  employment  agency for
approximately  the  last  three  (3)  years,  one  and  one-half  year as a sole
proprietor and one and one-half year as a corporation.  The Company plans to use
to  its  advantage   Ms.   Garrett's   reputation  in  the  staffing   industry.
Nevertheless, while Ms. Garrett has been successful in the past, there can be no
assurance  that she will be successful in building the client base and temporary
staff necessary for the successful  operation of the Company.  (See Part I, Item
1. "Description of Business" (b) "Business of Issuer - Risk Factors.") 
<PAGE>
     Although Ms. Garrett places temporary  employees  currently in the areas of
finance and mortgage banking,  Ms. Garrett may be subject to direct conflicts of
interest  because  of her  position  as an  executive  officer  of JSBW  and her
management position with her own employment agency, with regard to opportunities
in the staffing industry which come to her attention and concerning any possible
business dealings between JSBW and her employment  agency. In any instance where
such a conflict may arise,  the Company  intends to employ  certain  safeguards,
such as ensuring  that any  agreement  between  the  Company  and Ms.  Garrett's
employment  agency  conforms with  standard  industry  practice,  if any, in the
southeastern  United  States  and is fair and  reasonable  to the  Company.  For
example, if JSBW were to use staff of Ms. Garrett's  employment agency, or place
JSBW staff with current  clients of Ms.  Garrett,  the Board of Directors of the
Company  would take  action to ensure that any fees or  commissions  paid to Ms.
Garrett's  employment  agency would not exceed the fees or commissions,  if any,
customarily  paid  to  staffing  agencies  in the  southeastern  United  States.
Further, Ms. Garrett has agreed, should she be elected to the Board of Directors
of JSBW at any time in the future, that she will abstain from voting as a member
of the Board of Directors on any such agreement in which her  employment  agency
is a party or has an interest or with regard to any business  opportunity  which
may  be  attractive  to  both  companies.  The  Company's  Amended  Articles  of
Incorporation  provide that any such related party contract or transaction  must
be  authorized,  approved or ratified at a meeting of the Board of  Directors by
sufficient  vote thereon by directors not interested  therein or the contract or
transaction  must be fair and  reasonable  to the  Company.  Accordingly,  it is
possible for the Company's Board of Directors, by vote of a sufficient number of
disinterested  members thereof, to authorize,  approve or ratify a related party
contract  or  transaction  or  business  opportunity   involving  Ms.  Garrett's
employment  agency which is unfair  and/or  unreasonable  to the  Company,  even
though Ms.  Garrett  abstains from voting  thereon.  Neither the Company nor Ms.
Garrett has any current plans for related party  transactions.(See  Part I, Item
1. "Description of Business," (b) "Business of Issuer - Risk Factors.")

     The Company intends to become a full-service flexible staffing service, and
to recruit,  train and deploy temporary  industrial  personnel to companies in a
wide  range  of  industries,  initially  in the Palm  Beach  County  area,  then
enlarging to the State of Florida and thereafter in selected  areas  nationwide.
The Company plans to be able to provide a full spectrum of staffing services for
its clients from a temporary employee of one day to comprehensive outsourcing of
human resource functions.

     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  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.

     Due to the limited  capital  available to the Company,  the principal risks
during this phase are that the Company is dependent upon Ms.  Garrett,  that Mr.
Adams lacks experience,  that the Company will not be able to establish a client
employer base and or that the Company will not be able to find qualified  client
employees  to fill the needs of the  employers  at such time as the  request for
placement  is made and that Ms.  Garrett  may have a  conflict  of  interest  in
dividing her time between her current business and the Company's business.  (See
Part I,  Item 1.  "Description  of  Business,"  (b)  "Business  of Issuer - Risk
Factors.")

     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. 
<PAGE>
     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.

     Even if the Company is successful at raising this additional  money,  there
can be no assurance that the implementation of the expansion of the initial plan
will  increase the number of potential  client  employers or attract  sufficient
client  employees to fill the needs of such  employers at the time a request for
placement  is  made.  By  expanding,  the  Company  may  face  unforeseen  costs
associated with entry into the flexible staffing market.  The Company still will
be largely  dependent upon Ms. Garrett and to a limited extent upon Mr. Adams to
find suitable client  employees on a profitable and timely basis.  Additionally,
Ms.  Garrett  may have a  conflict  between  the time  demands  of an  expanding
business and the time requirements of her existing business. Further, additional
client  employees  can  increase  the  risk  of  increased  employer  costs  and
potentially  higher Workers'  Compensation  and employment  related claims.  The
Company  believes that it will be adequately  covered by insurance  against such
risks; however,  there can be no assurance that claims will not be made directly
against the Company.  If such claims were to be made, they could have an adverse
effect  upon the  Company's  financial  well being.  Also,  due to the lack of a
working capital funding  source,  the Company may not have sufficient  operating
capital since most client  employees pay 30 to 45 days after  billing.  Although
the  Company  believes  the  $100,000  is  sufficient  to cover  operations  for
approximately an additional  twelve (12) months,  there can be no assurance that
such funding can cover the additional risks associated with expansion. (See Part
I, Item 1. "Description of Business," (b) "Business of Issuer - Risk Factors.")

     If the Company is able to generate  enough revenue during the initial phase
to support the first location, in the medium term, the Company plans to open one
(1)  additional  office each quarter  until such time as it has four (4) offices
operating.  The Company  intends to open the first  expansion  office outside of
Palm Beach County in Orlando since Ms. Garrett  already has an operation in that
area  and is  familiar  with  the  employment  environment  there.  The  Company
anticipates that it will require an additional  $100,000 to fund one (1) year of
operations at this second  location,  acquisition of offices space and equipment
and wages for clerical  staff.  The Company also believes that Mr. Adams will be
capable of managing  the Palm Beach  County  operation  at this time,  while Ms.
Garrett  will  oversee  Orlando  and  generally  oversee  the Palm Beach  County
operation.  As with Palm  Beach  County,  the  Company  believes  that  there is
adequate and affordable  rental space and clerical support staff  available.  To
fund  this  additional  expansion,  the  Company  intends  to  initiate  another
self-directed  Rule  506  offering  to raise  $100,000.  If the  Company  is not
successful in raising such additional  funds,  the Company believes that it will
not be able to operate the second location without creating a financial drain on
the first location. Even if it is successful, there can be no assurance that the
Company  will achieve any  acceptance  in the Orlando  marketplace  and may find
neither  sufficient  client employers nor qualified client employees to make the
venture viable.

     During the first quarter in which Orlando office is operating,  the Company
intends to seek funding  through an  additional  Rule 506  offering,  seeking an
additional  $300,000.  Such funds will be  utilized to open the third and fourth
office  during  the  next two  quarters.  While  office  space,  clerical  help,
equipment  costs and operations for a one (1) year period are not anticipated to
exceed  $100,000 for each office,  the Company  believes that both Mr. Adams and
Ms.  Garrett  should  be placed on an annual  salary  and that  advertising  and
promotional  costs must be increased in order to increase the accessability to a
broader range of potential client employers and an increased selection of client
employees.  Also,  in order to be  competitive  with  other  temporary  staffing
agencies,  the Company must implement an employee  benefit  program.  he Company
believes  that  the  additional  $100,000  of the  planned  offering  should  be
sufficient to cover these increased  costs.  The Company plans to open its third
office in Broward  County  since that is  immediately  contiguous  to Palm Beach
County and its fourth office in Dade County.

     The Company feels that by covering these three (3)  contiguous  counties in
South  Florida that it will have access to a broader  range of potential  client
employers and a larger pool of potential client employees.  Further, it believes
that  operations in the three (3) contiguous  counties will lead to economies of
scale which will increase the potential  profitability of the Company.  Areas in
which the Company believes it will have the benefit of the greatest economies of
scale are  advertising  and  availability of a larger labor pool which can cover
each of the three (3) counties.  Rental space,  clerical  staff and equipment is
readily available in each of these areas.
<PAGE>
     The principal risks of these expanded  operations would be unforeseen costs
associated with entry into the expanded market,  increased costs associated with
a larger  employee  base,  liability  from  Workers'  Compensation  and employee
related claims associated with a larger work force, inability to find a presence
in  the  expanded  market  place,   increased  competition  and  increased  risk
associated  with the lapse  between  billing  and  payment by client  employers.
Should the Company incur any large liabilities because of its operations,  which
risk increases as the employee pool  increases,  such  liabilities  could have a
substantially   detrimental  affect  upon  the  Company's  financial  condition.
Further,  should the Company be unable to secure the financing  required for the
additional expansion,  the anticipated revenues from a reduced operation,  while
potentially  able to meet the operating  needs of the Company,  would impede the
likelihood  of  incremental  revenue  increases  necessary  for  the  long  term
financial success of the Company.  (See Part I, Item 1. "Description of Business
- (b) Business of Issuer - Risk Factors.")

     The  Company  plans to monitor  closely  its  medium  term  operations  for
approximately two (2) years. At this time the Company intends to expand into the
PEO market by adding such services to its existing facilities. At such time, the
Company  will be required to comply  with the PEO  requirements  of the State of
Florida.  (See Part I, Item 1. "Description of Business - (b) Business of Issuer
- Industry Regulation - PEO Licensing  Requirements.") If it has been successful
in securing the necessary  financing and if each of the operations is capable of
sustaining itself, the Company intends to seek additional  financing in the form
of  Rule  506,  conventional  bank  financing,   small  business  administration
financing,  venture  capital or the private  placement of  corporate  debt for a
total of approximately  $1,000,000.  There can be no assurance that any of these
financing  sources will be available to the Company.  If the  Company's  plan to
seek additional financing is successful,  the Company intends to open additional
offices  which  compliment  the  Orlando  operation,  beginning  in Tampa,  then
expanding into Sarasota and Fort Meyers and to add a regional manager to oversee
these operations.  The Company believes that such expansion will achieve similar
economies of scale as those which are anticipated by the Palm Beach, Broward and
Dade County  expansion.  Further,  the Company believes that such expansion will
place the Company in a position to be a major force in the temporary  industrial
staffing industry in the State of Florida. If such expansion is implemented, Mr.
Adams and Ms.  Garrett  believe that they will be able to oversee the  operation
with the addition of the manager.

     The Company has not sought as of yet any debt  financing  since it believes
that any qualified  venture  capital firm will not loan any funds to the Company
until such time as it is fully reporting and has completed at least two years of
profitable  operations.  Once it has met those criteria,  the Company intends to
seek out funds from licensed  venture capital firms and to negotiate terms which
will fit the financial  capabilities of the Company.  Since the Company does not
intend to seek  debt  financing  until  such  time as it has  several  locations
operating successfully,  it believes that it can negotiate appropriate placement
and repayment terms for such borrowings. However, there can be no assurance that
such  funds  will be  available  to it or that  suitable  terms  which  are most
advantageous  to the Company can be  negotiated.  In addition,  the Company does
not, at this time,  anticipate that it will require substantial leverage to fund
the  expanded  operations.  However,  in the event the Company did receive  debt
financing  and in the  event  the  Company  were not  successful  in  sustaining
operations or meeting such debt and defaulted in its payments on the debt,  then
such  debt  financing  could  foreclose  upon  the  Company's  interests  to the
detriment of its shareholders.

     Although the Company is authorized to borrow funds,  as discussed,  it does
not intend to do so until such time as it has been  operating for a given period
of time. At such time as the Company seeks borrowed funds, it does not intend to
use the proceeds to make payments to the Company's promoters, management (except
as reasonable salaries, benefits and out of pocket expenses) or their respective
affiliates or associates.  Except for the $100 paid to Mr. Adams each month, the
Company  does not intend to pay any money to any officer or director  until such
time as it secures financing.  The Company has no present intention of acquiring
any  assets  or  other  property  owned  by any  promoter,  management  or their
respective  affiliates  or associates or acquiring or merging with a business or
company  in which  the  Company's  promoters,  management  or  their  respective
affiliates or  associates  directly or  indirectly  have an ownership  interest.
Existing  conflict of interest  provisions are set forth in the Amended Articles
of Incorporation  for the Company.  Management is not aware of any circumstances
under which this policy, through their own initiative,  may be changed. Although
there is no present potential for a related party transaction, in the event that
any payments are to be made to promoters and  management  such will be disclosed
to the  security  holders  and no such  payments  will be made in  breach of the
fiduciary duty such related persons have to the Company.
<PAGE>
     There  are  no   arrangements,   agreements   or   understandings   between
non-management   shareholders   and   management   under  which   non-management
shareholders  may  directly  or  indirectly  participate  in  or  influence  the
management of the Company's  affairs.  There are no arrangements,  agreements or
understandings  under which  non-management  shareholders  will  exercise  their
voting rights to continue to elect the current  directors to the Company's Board
of Directors.

     In the event the Company is successful in securing the additional financing
for its long term expansion,  it plans to seek acquisitions and grant franchises
to qualified  companies  which the Company  believes will compliment its overall
strategy  inside and  outside of the State of  Florida.  The  Company  will seek
acquisitions of flexible industrial staffing companies and expand  itsoperations
into the area of  PEO's.  At such  time as the  Company  enters  the PEO  market
outside  the State of  Florida,  the  Company  will be  required  to comply with
applicable state regulations  regarding PEO's. (See Part I, Item 1. "Description
of  Business,"  (b)  "Business of Issuer - Industry  Regulations - PEO Licensing
Requirements; and (b) "Business of Issuer - Risk Factors.")

     Such increased expansion may increase greatly the risks associated with the
Company's operations.  The Company will continue to be dependent upon recruiting
qualified client  employees and establishing a sufficient  client employer base.
Increased operations and expansion into the areas of PEO's expose the Company to
the  potential of  unfavorable  interpretation  of government  regulations.  The
larger the work  force,  the  greater the chance of  increased  employee  costs,
liability for Workers' Compensation and employer related claims.  Expansion will
expose the  Company to  competition  from larger and more  established  flexible
industrial staffing firms, many of whom have greater resources than the Company.
The Company  anticipates that revenues from such expanded  operations may result
in  greater  fluctuation  in  revenues  as a result of  seasonal  variations  in
staffing  needs.  Also,  the  Company  will be required to pay wages to a larger
staff while still  experiencing a 30 to 45 day delays in payments  received from
client employers.  Once the Company expands into the PEO market, there is a risk
that termination of a portion of the PEO contracts could occur at the same time,
thereby causing an adverse impact upon the Company. In addition,  with expansion
and implementation of an employee benefit plan which is necessary in order to be
competitive for qualified  client  employees,  in the event such plan were to be
disallowed,  loss of  qualified  status  could have an adverse  effect  upon the
Company.  Finally,  as a larger Company,  it could face possible adverse affects
from  fluctuations in the general economy and business of its client  employers.
(See Part I, Item 1.  "Description  of Business," (b) "Business of Issuer - Risk
Factors.")

     Another avenue  available to the Company to aid its ability to expand is to
seek a reverse merger with a larger,  public  company.  While the Company has no
present  intention  to seek such a  merger,  in the  event  that an  appropriate
vehicle were to become known to the  Company,  the Board of JSBW would  evaluate
the  relative  risks and  merits of such a merger to the  overall  plans for the
Company.  The  Company  may also  seek to expand by  acquisitions  of  unrelated
companies which engage in related services such as temporary  clerical  staffing
and full employment agencies.

     As a reporting  company,  the Company  isrequired to file quarterly on Form
10-QSB and annually on Form 10-KSB and in each case,  is required to provide the
financial  and other  information  specified  in such forms.  In  addition,  the
Company would be required to file on Form 8-K in the event there was a change of
control, if the Company acquires or disposes of assets, if there is a bankruptcy
or  receivership,  if the Company  changes its certified  accountants,  upon the
occurrence of other events which may be pertinent to the security  holders,  and
after  certain  resignations  of  directors.  Being  subject  to such  reporting
requirements reduces the pool of potential acquisitions or merger candidates for
the Company since such  transactions  require that certified  financials must be
provided for the  acquiring,  acquired or merging  candidate  within a specified
period of time.  That is why the  Company  intends  to expand  through  internal
operations  through the short and medium term.  At such time as the Company will
seek  acquisitions  or mergers,  it will limit itself to companies  which either
already have certified  financial  statements or companies whose operations lend
themselves to review for a certified audit within the required time.
<PAGE>
     The  staffing  industry  consists of  companies  which  provide  four basic
services to  clients:  flexible  staffing,  professional  employer  organization
("PEO"),  placement and search and out-placement.  Based on information provided
by the National  Association of Temporary and Staffing Services  ("NATSS"),  the
National Association of Professional Employers Organizations  ("NAPEO"), and the
Staffing Industry Analysts,  Inc. ("SIAI"), 1997 staffing industry revenues were
approximately $50.3 billion. According to industry sources,  approximately 7,000
flexible  staffing firms and 2,000 PEO firms employed  approximately 2.5 million
people per day, or  approximately  4% of the entire  United States work force in
1997.  Over  the  last  five  years,  the  staffing   industry  has  experienced
significant  growth due largely to the  utilization  of temporary  help across a
broader range of industries as well as the emergence of the PEO sector.

     According to NATSS, flexible industrial staffing currently represents 34.4%
of the estimated $50.3 billion in 1997 flexible staffing  revenues.  The Company
believes  that the flexible  staffing  market is highly  fragmented  and that in
excess of 75% of flexible industrial staffing industry revenues are generated by
small local and regional companies.  According to NATSS, the flexible industrial
staffing  sector  grew  from  $5.6  billion  in 1991 to $17.3  billion  in 1997,
representing a compound annual growth rate of  approximately  16%. The Company's
goal is to target  opportunity in this fragmented,  rapidly growing market which
has to date been under-served by full service staffing companies.

Business Strategy

     The  Company's  business  strategy,  which is dependent  upon its obtaining
sufficient  financing  with which to implement its business plan (of which there
is no assurance), is to provide human resource services focusing on the flexible
industry staffing market. The Company's revenues will be based upon the salaries
and wages of employees  assigned to work at client company locations  (sometimes
referred to as " worksite employees"). The Company's fee structure will be based
on the gross payroll of each employee, the estimated costs of employment related
taxes,  health benefits,  Workers'  Compensation  benefits,  insurance and other
services to be offered by the Company plus a negotiated  mark-up.  The Company's
revenues are dependent on the number of clients  enrolled,  the resulting number
of employees and the gross payroll of such employees.

     The  Company's  primary  direct  costs  will be (i)  salaries  and wages of
worksite  employees  (payroll cost), (ii) employment related taxes, (iii) health
benefits and (iv) Workers'  Compensation  benefits and  insurance.  (See Part I,
Item 1,  "Description  of Business,"  (b) "Business of Issuer - Risk  Management
Program -  Workers'  Compensation.")  Employment  related  taxes  consist of the
employer's   portion  of  payroll  taxes   required  under  the  Federal  Income
Contribution  Act ("FICA"),  which includes  Social  Security and Medicare,  and
federal and state  unemployment  taxes. The federal tax rates are defined by the
appropriate  federal  regulations.  State of Florida  unemployment tax rates are
affected  by claims  experience,  of which the  Company  has none at this  time.
Health benefits are comprised  primarily of medical  insurance  costs,  but also
include costs of other employee benefits such as prescription  coverage,  vision
care, disability insurance and employee assistance plans.

     Flexible staffing and related costs of wages, salaries, employmen taxes and
benefits related to worksite employees will be recognized in the period in which
those employees perform the flexible staffing services. Because the Company will
be at risk for all of its direct  costs,  independently  of  whether  payment is
received from its clients,  and consistent with industry  practice,  all amounts
billed to clients for gross salaries and wages, related employment taxes, health
benefits and Workers'  Compensation  coverage will be recognized by the Company,
net of credits and allowances.

     The Company's gross profit margin will be determined in part by its ability
to estimate and control direct costs and its ability to  incorporate  such costs
in the service  fees  charged to clients.  The Company  will  attempt to reflect
changes in primary  direct costs through  adjustments in service fees charged to
clients, subject to contractual arrangements.

     The  Company's  objective  is to become a dominant  provider of  industrial
flexible staffing  services in select geographic areas,  beginning in Palm Beach
County,  Florida,  expanding  to  contiguous  counties  in  South  Florida  then
throughout the State of Florida and thereafter  into selected areas  nationwide.
To achieve  this  objective,  and assuming  that  sufficient  operating  capital
becomes available,  the Company intends to: (i) provide a comprehensive  package
of single-source human resource services;  (ii) focus on Palm Beach County which
has been under-served although it has high grow opportunities; (iii) at the time
of  expansion,  cluster  offices to achieve  regional  market  leadership;  (iv)
maximize operating  efficiencies through integrated  technology and back office,
support;  and (v) commit to the permanent  employment  over time of its flexible
industrial staffing so as to become their "guardian employer".
<PAGE>
     Management   expects,   in  the  event  JSBW  achieves  commercial  success
initially,  to  increase  the  Company's  market  penetration  through  internal
expansion and thereafter through selected acquisitions.  Such acquisitions could
include  both  flexible   industrial   staffing  providers  and  PEO  providers.
Management believes that in the current flexible staffing market, expansion into
markets beyond the State of Florida could be especially attractive because it is
believed that the internal  structuring of a successful operation in Florida can
be replicated in other selected  geographic areas with high grow  opportunities.
However, such expansion beyond Florida presents certain challenges and risks and
there  could  be  no  assurance  that  JSBW,  even  if  it  were  successful  in
establishing  markets in other  states,  could be expected to be  successful  in
profitably penetrating these potential markets.

Proposed Company Staffing and Client Services

     Ms. Garrett, the Executive Vice President of the Company, has been employed
in the temporary  staffing and permanent  placement  industry for  approximately
fourteen (14) years and has managed her own employment agency for the last three
(3)  years,  one and  one-half  (1.5)  years  as a sole  proprietor  and one and
one-half years as a corporation. Under her direction, the Company plans to offer
clients a full array of staffing  services;  to serve as the  employer of record
with respect to flexible  staffing  services;  and to operate a  recruiting  and
training center which will initially be staffed by the executive  officers.It is
anticipated,  and subject to the  availability of additional  funding,  that the
Company will employ a manager, recruiting coordinators, staffing consultants, an
office administrator and clerical  assistants.  The number of people employed in
each position will vary by the size of the  recruiting  and training  center and
the degree of penetration into the initial and subsequent territories.

     The Company  believes  that its initial  success will be due in part to the
familiarity  of Ms. Garrett with the  businesses of its potential  clients.  She
will visit client jobs regularly to become  familiar with the skills required by
the  client's  business,  conduct  job site safety  inspections  and insure that
employees are properly equipped for the job. To insure client satisfaction,  Ms.
Garrett will play an active role in the daily work assignments. Ms. Garrett also
will attempt to become familiar with the Company's pool of industrial employees.
The Company intends to subject each employee to a two-day screening process that
evaluates  skills,  abilities,  and  attitudes.  This not only will  permit  the
Company to institute  appropriate  training programs and assign its workers, but
also help the Company retain desirable employees.

     Management  is unable at this time to forecast with any degree of certainty
the  acceptance  of the  Company's  services or the  salaries of its  employees;
however,  JSBW  intends to market its services and recruit its staff so that its
pricing policies are considered competitive in the Company's target markets.

Sales and Marketing

     The Company  plans to market its  flexible  industrial  staffing  through a
combination  of marketing  channels  including  direct  sales,  franchising  and
strategic alliances.  The Company believes that this multi-channel approach will
allow  the  Company  quickly  to  access a pool of  skilled  employees,  develop
regional awareness and ultimately become a market leader. Of the three marketing
channels  intended to be employed by the Company,  direct sales and  franchising
are  common  in the  flexible  industrial  staffing  business,  while  strategic
alliances  have most  commonly  been used in the PEO  business.  There can be no
assurance that any of these  techniques will be successful.  The Company intends
to compete,  assuming that it is successful in obtaining  sufficient  financing,
with other companies in its target markets who are currently  providing flexible
staffing services.

     The Company  anticipates that its initial  marketing efforts will be in the
area of direct sales.  Good quality staff and  professional  follow-up  with the
clients will be essential to the Company's success.  Initially, Ms. Garrett will
secure the Company's client base. However,  the Company anticipates that it will
employ qualified sales personnel to establish new customer accounts. The Company
believes that by employing its own sales  personnel it will be able to penetrate
additional markets at a minimal cost since sales associates receive compensation
in the form of commissions based upon a client's use of the Company's  services.
This commission  based  compensation  program will reduce the overhead costs for
the Company. 
<PAGE>
     The  Company's  ability to develop  markets  through  the  services  of its
Executive Vice  President and  eventually a sales force is, of course  dependent
upon managements ability to obtain necessary financing, of which there can be no
assurance.  Assuming the availability of adequate funding,  JSBW intends to stay
abreast of changes in the marketplace by ensuring that its staff  experience and
pricing policies are competitive.  JSBW does not anticipate  obtaining long-term
contracts  with  clients  since such  contracts  are not common in the  flexible
staffing industry; however, management believes that the loyalty of such clients
can be maintained through good staffing and good servicing of the accounts.

     The Company  will attempt to maintain  diversity  within its client base in
order to decrease  its exposure to downturns  or  volatility  in any  particular
industry.  As part of this client  selection  strategy,  the Company  intends to
offer its services only to those businesses which operate in certain industries,
eliminating  industries  that it  believes  present  a higher  risk of  employee
injury.  Where feasible,  the Company intends to evaluate each client's Workers'
Compensation  risk,  credit  worthiness,   unemployment  history  and  operating
stability.

Risk Management Program - Workers' Compensation

     The Company believes that careful client selection,  pro-active  prevention
programs  and  aggressive  control of claims  will  result in  reduced  Workers'
Compensation costs. JSBW will seek to prevent workplace injuries by implementing
a variety  of  training,  safety  and  mandatory  drug-free  workplace  programs
(including  pre-employment  screening,  random  testing and  post-accident  drug
monitoring) to ensure that safety  awareness is heightened at the sites to which
the Company  sends its  workers.  Further,  the Company will insist that clients
adhere to ongoing  safety  practices  at the  clients'  worksites as a necessary
condition to a continued business relationship.

     The Company  believes  that it can secure  adequate  Workers'  Compensation
insurance  at  sufficient  deductible  per  accident  levels  so as to cover the
intended risk management objectives.

Competition

     The  staffing  market is highly  fragmented,  characterized  by many  small
providers,  in addition to several  large  public  companies.  There are limited
barriers to entry and new competitors  frequently  enter the market.  Although a
large percentage of flexible staffing  providers are locally operated with fewer
than five offices, many of the large public companies have significantly greater
marketing,  financial and other resources than the Company.  However, unlike the
Company,  a majority of these  companies do not focus primarily on the supply of
temporary industrial personnel.  The Company believes that by focusing primarily
on the placement of temporary industrial personnel,  it will enjoy a competitive
advantage over many of its  competitors who attempt to provide a broader base of
temporary employees.

     The Company also believes that by targeting emerging companies, rather than
larger  companies that are generally  being pursued by its  competitors,  it can
also gain certain  competitive  advantages.  The Company believes that there are
several  factors  that must be met in order to obtain and retain  clients in the
flexible  staffing  market.  These  factors  include an adequate  number of well
located offices,  an understanding of clients'  specific job  requirements,  the
ability to reliably provide the correct number of employees on time, the ability
to monitor job performance, and the ability to offer competitive prices.

     To  attract  qualified   industrial   candidates  for  flexible  employment
assignments,  companies must offer competitive wages, vacations and holiday pay,
positive work environments, flexibility of work schedules and an adequate number
of available work hours. Initially,  the Company intends to establish one office
in the Palm Beach  County area;  however,  the Company  believes  that it can be
highly  competitive  in the other  areas  and,  subject to the  availability  of
additional  funding  which  cannot be  assured,  will be in a  position  to open
additional offices in a relatively short period of time.

Industry Regulation

Overview

     As an  employer,  the  Company is subject to all  federal,  state and local
statutes and  regulations  governing  its  relationship  with its  employees and
affecting businesses generally, including its client employees.
<PAGE>
Uncertainty as to the Employer Relationship

     By entering into the co-employment  relationship with client employees, the
Company will be assuming certain obligations and responsibilities of an employer
under federal and state laws.  Many of these federal and state laws were enacted
prior to the  development of  nontraditional  employment  relationships  such as
temporary employment.  Whether certain laws apply to the Company depends in many
cases upon whether the Company is deemed to be an "employer" for purposes of the
law.  The  definition  of  "employer"  under  these  laws  is not  uniform  and,
therefore,  the application of these laws to the Company's  intended business is
not always  certain.  In many  cases,  a  person's  status as an  "employer"  is
determined by  application  of a common law test  involving the  examination  of
several factors to determine an employer/employee  relationship.  Uncertainty as
to the application of certain laws governing  "employer"  relationships  will be
particularly  important  to the  Company in  federal  tax and  employee  benefit
matters.

     Federal  and State  Employment  Taxes.  The  Company  will  assume the sole
responsibility  and  liability  for the payment of federal and state  employment
taxes with respect to wages and salaries to be paid to its employees,  including
client  employees.  To date,  the Internal  Revenue  Service  ("IRS") has relied
extensively on the common law test of employment in determining  employer status
and the resulting liability for failure to withhold.

     The Company intends to expand its operations  into the PEO market.  The IRS
has formed an examination division market segment specialization program for the
purpose of examining selected PEO's. If the Company enters the PEO market and if
it were to be examined,  it is possible that the IRS may determine that a PEO is
not an employer of the client employees under the Internal Revenue Code of 1986,
as amended (the "Code"),  provisions applicable to federal employment taxes and,
consequently,  that the client companies are exclusively responsible for payment
of employment taxes on wages and salaries paid to such employees.

         A  determination  by the IRS that the Company is not an employer of the
     client employees may impact the Company's ability to report employment
taxes on its own account  rather than for the  accounts of its clients and would
increase  administrative  burdens on the Company's payroll service function.  In
addition, while the Company believes that it can contractually assume the client
company's withholding obligations,  in the event the Company fails to meet these
obligations,  the  client  company  may be held  jointly  and  severally  liable
therefore.  Assuming that proper funding is available,  the Company's management
believes that the economic  strength and  reputation of the Company will prevent
this potential liability from discouraging prospective clients.

     Employee  Benefit Plans. The Company intends to offer various benefit plans
to its client employees. It is intended that the Company will offer a retirement
plan,  a group  health  insurance  plan,  a group life  insurance  plan, a group
disability insurance plan and an employee assistance plan.  Generally,  employee
benefit  plans  are  subject  to  provisions  of both the Code and the  Employee
Retirement  Income  Security  Act of 1974,  as  amended  ("ERISA").  In order to
qualify  for  favorable  tax  treatment  under  the  Code,  the  plans  must  be
established  and  maintained  by the employer for the  exclusive  benefit of the
Company's  employees.  An IRS examination of the Company and/or a client company
may determine that the Company is not an employer of client employees under Code
provisions applicable to employee benefit plans.  Consequently,  the Company may
not be able to offer client  employees  benefit plans that qualify for favorable
tax  treatment.  If the IRS were to conclude that the Company is not an employer
of its client employees for plan purposes, client employees would not be able to
continue to make tax favored  contributions to the Company's intended retirement
plan.  The  Company  believes  that,  although  unfavorable  to the  Company,  a
prospective  application  by the IRS of an adverse  conclusion  would not have a
material adverse effect on its financial position and results of operations.  If
such conclusion were applied  retroactively,  employees' vested account balances
may become taxable immediately, the Company would then lose its tax deduction to
the extent the  contributions  were not vested,  the plan trust  would  become a
taxable trust and penalties could be assessed.  In such a scenario,  the Company
would face the risk of client dissatisfaction,  as well as potential litigation.
A  retroactive  application  by the IRS of an  adverse  conclusion  could have a
material  adverse  effect  on  the  Company's  financial  position,  results  of
operations  and  liquidity.  While  the  Company  believes  that  a  retroactive
disqualification  is  unlikely,  there can be no  assurance  as to the  ultimate
resolution of these issues.
<PAGE>
     Employee  pension and welfare plans also are governed by ERISA.  The United
States  Supreme  Court has held that the common law test of  employment  must be
applied to  determine  whether an  individual  is an employee or an  independent
contractor under ERISA. A definitive judicial  interpretation of employer in the
context of a PEO arrangement has not been established.  If there were an adverse
finding against the Company as a PEO employer,  the result of such finding would
be that the Company and its plans  would not enjoy the  preemption  of state law
provided by ERISA and could be subject to varying state laws and regulations, as
well as to claims based upon state common laws.

Workers' Compensation

     Workers' Compensation is a state mandated,  comprehensive insurance program
that  requires  employers to fund medical  expenses,  lost wages and other costs
resulting from  work-related  injuries and illnesses.  In exchange for providing
Workers'  Compensation  coverage for employees,  employers are generally  immune
from any  liability  for  benefits in excess of those  provided by the  relevant
state statutes. In most states, the extensive benefits coverage for both medical
costs and lost wages is provided  through the purchase of  commercial  insurance
from private insurance  companies,  participation in state-run  insurance funds,
self  insurance  funds or, if permitted by the state,  employer  self-insurance.
Workers'  compensation  benefits and arrangements vary on a state-by-state basis
and are often highly complex.

PEO Licensing Requirements

     Approximately one-third of the states,  including Florida, have passed laws
that  have  licensing  or  registration   requirements  for  PEO's  and  several
additional states are considering regulation. Such laws vary from state to state
but generally provide for monitoring the fiscal  responsibility of PEO's.  State
regulation assists in screening  insufficiently  capitalized PEO operations and,
in the Company's view, has the effect of legitimizing the PEO industry generally
by  resolving  interpretative  issues  concerning  employee  status for specific
purposes under  applicable  state law.  Existing  regulations are relatively new
and, therefore, limited interpretive or enforcement guidance is available.

     Assuming  funding is  available,  the Company plans to establish an initial
PEO  operation  in Florida.  Under  Florida  law,  the  Company's  intended  PEO
operation will require  licensing under the Florida Employee  Leasing  Licensing
Act of 1991 (the  "Florida  Licensing  Act").  Among other  things,  the Florida
Licensing  Act  requires  PEO's and their  controlling  persons to be  licensed,
mandates reporting requirements, allocates several employer responsibilities and
requires  the  payment  of an annual  licensing  fee based  upon  gross  payroll
amounts.  The Florida Licensing Act also requires licensed PEO's to: (i) reserve
the right of  direction  and  control  over  leased  employees,  (ii) enter into
written agreements with their clients, (iii) pay wages to leased employees, (iv)
pay and collect  payroll  taxes,  (v)  maintain  authority  to hire,  terminate,
discipline  and  reassign  employees,  and (vi)  reserve the right to direct and
control  the  management  of safety,  risk and hazard  control at the  worksite,
including the right to perform safety inspections,  to promulgate and administer
employment and safety  policies,  and to manage  Workers'  Compensation  claims,
claims filings, and related procedures.

Seasonality

     The  Company  believes  that its  results of  operations  will  reflect the
seasonality of higher client demand for flexible industrial staffing services in
the last two  quarters  of the year,  compared to the first two  quarters.  Even
though  there  may be a  seasonal  reduction  of  flexible  industrial  staffing
revenues in the first  quarter of a year as compared to the fourth  quarter of a
prior year,  the Company  intends not to reduce the related core  personnel  and
other operating expenses since the infrastructure,  once established,  is needed
to support anticipated  increased revenues in subsequent  quarters.  The Company
further believes that once it establishes the PEO operation,  that the reduction
in flexible  industrial  staffing revenues in the first quarter of the year will
be  substantially  offset by increased  PEO  revenues  which are  generally  not
subject to seasonality.
 <PAGE>
 Employees and Consultants

   The Company has had no employees  since its  organization.  Except for lump
sum  consulting  fees received by Mr. Adams and Ms.  Garrett,  JSBW's  executive
officers and  directors,  have served in those  positions  without  compensation
through the date hereof.  Mr. Adams was compensated  for  specialized  services,
including  the  preparation  of a business plan and the  performance  of certain
financial  consulting  services,  commonly  performed  by  outside  consultants,
despite his  position as  executive  officer and  director of JSBW,  because the
Company does not  presently  have the  financial  capability  to pay  management
salaries or retain  outside  consultants  on an ongoing  basis.  Ms. Garrett was
compensated for management  consulting services relating to the operations of an
employment agency, despite her position as an executive officer of JSBW, because
the Company does not presently  have the financial  capability to pay management
salaries or retain outside  consultants  on an ongoing basis.  It is anticipated
that at such  time,  if  ever,  as the  Company's  financial  position  permits,
assuming that JSBW is  successful in raising  adequate  funding  through  equity
and/or debt  financing  and/or  generating  a  sufficient  level of revenue from
operations,  Mr.  Adams and Ms.  Garrett and any other  executive  officers  the
Company  may  employ,  will  receive  appropriate  compensation,  in addition to
salaries,  which may include bonuses,  coverage under medical and life insurance
benefit plans and  participation  in stock option and/or other profit sharing or
pension plans, for services as executive officers of the Company.

Facilities

     The Company  maintains its office rent free at the home of Mr. Adams at 219
Almeria,  West Palm Beach,  Florida  33405.  Its telephone  number is (561) 804-
9744. The Company  anticipates that it will have continued use of this office on
a rent-free basis for the foreseeable  future and that this  arrangement will be
adequate for the Company's needs while it is in the development stage.  Assuming
that JSBW  obtains the  necessary  additional  financing  and is  successful  in
implementing  its business  plan, no assurance of which can be made, the Company
will require its own commercial  facility for the first flexible staffing office
location in Palm Beach  County,  including  sufficient  space to  establish  the
intended training program. In such event, management believes that JSBW would be
able to locate  adequate  facilities  at  reasonable  rental rates in Palm Beach
County, suitable for its future needs.

Risk Factors

     Before  making  an  investment  decision,   prospective  investors  in  the
Company's  Common  Stock should  carefully  consider,  along with other  matters
referred to herein,  the  following  risk factors  inherent in and affecting the
business of the Company.

     1. Development Stage Company.  JSBW was only recently  organized on October
20, 1997, and accordingly, is in the early form of development stage and must be
considered  promotional.   Management's  efforts,  since  inception,  have  been
allocated  primarily  to  organizational  and fund  raising  activities  and the
ability of the Company to establish  itself as a going concern is dependent upon
the receipt of  additional  funds from  operations  or other sources to continue
those  activities.  Potential  investors  should  be aware  of the  difficulties
normally  encountered by a new enterprise in its  development  stage,  including
under-capitalization,  cash  shortages,  limitations  with respect to personnel,
technological,  financial  and  other  resources  and lack of a client  base and
market  recognition,  most of  which  are  beyond  the  Company's  control.  The
likelihood  that the Company  will succeed  must be  considered  in light of the
problems,  expenses and delays  frequently  encountered  in connection  with the
competitive environment in which the Company will operate. The Company's success
depends to a large  extent on  establishing  a strong  client  base and  hiring,
training and placing client  employees for placement with its clients.  There is
no guarantee  that the Company's  proposed  activities  will attain the level of
recognition  and  acceptance  necessary  for the  Company to find a niche in the
flexible  staffing market.  There are numerous  flexible  staffing firms in Palm
Beach County,  the State of Florida and  nationwide,  several of which are large
public  companies,  which are already  positioned  in the business and which are
better  financed than the Company.  There can be no assurance  that the Company,
with  its  very  limited  capitalization,  will be able to  compete  with  these
companies  and  achieve  profitability.  (See  Part I, Item 1.  "Description  of
Business.")
<PAGE>
     2. No Operating History,  Revenues or Earnings.  As of the date hereof, the
Company has not yet  commenced  operations  and,  accordingly,  has  received no
operating  revenues  or  earnings.  Since  its  inception,  most of the time and
resources  of JSBW's  management  have been  spent in  organizing  the  Company,
obtaining  interim  financing  and  developing a business  plan.  The  Company's
success is dependent  upon its  obtaining  additional  financing  from  intended
operations,  from  placement  of its equity or debt or from third party  funding
sources. The Company's success in the business of flexible staffing is dependent
upon the receipt of profits  from  operations,  which are not  expected  for the
foreseeable  future,  and/or  additional  financing  to enable  the  Company  to
continue in  operation.  There is no assurance  that JSBW will be able to obtain
additional  debt or equity  financing from any source.  The Company,  during the
development  stage of its  operations,  can be expected  to sustain  substantial
operating  expenses without  generating any operating  revenues or the operating
revenues  generated can be expected to be insufficient to cover expenses.  Thus,
for the foreseeable  future,  unless the Company attains profitable  operations,
which is not  anticipated,  the  Company's  financial  statements  will  show an
increasing net operating loss. (See Part I, Item 1. "Description of Business.")

     3. Minimal Assets, Working Capital and Net Worth. As of September 30, 1998,
the Company's total assets in the amount of $10,642, consisted,  principally, of
the sum of $10,263 in a note receivable.  As a result of its  minimal assets
and a net loss from  operations,  in the amount of $12,193,  as of September 30,
1998, the Company has very minimal net worth presently.  Further, JSBW's working
capital is presently  minimal and there can be no assurance  that the  Company's
financial  condition  will improve.  The Company is expected to continue to have
minimal  working  capital  or a working  capital  deficit as a result of current
liabilities.  Mr.  Adams,  executive  officer and  director of JSBW  contributed
services valued by him at $160.10 in  consideration  for 1,601,000 shares of the
Company's Common Stock received by him at inception.  Ms. Garret, Executive Vice
President,  contributed  services valued by her at $2475.00 in consideration for
49,500  shares of the  Company's  Common  Stock  received  by her.  Even  though
management believes,  without assurance,  that it will obtain sufficient capital
with which to implement its business plan on a limited scale, the Company is not
expected to continue in  operation  without an infusion of capital.  In order to
obtain  additional  equity  financing,  management may be required to dilute the
interest  of  existing  shareholders  or forego a  substantial  interest  of its
revenues, if any. (See Part I, Item 1. "Description of Business")

       4. Need for Additional Capital: Going Concern Qualification  Expressed by
Auditor. Without an infusion of capital or profits from operations,  the Company
is not expected to continue in operation  after the  expiration of the period of
three to nine  months  from the date  hereof.  Accordingly,  the  Company is not
expected to become a viable business entity unless additional equity and/or debt
financing  is obtained.  JSBW's  independent  certified  public  accountant  has
expressed this as a "going concern"  qualification to the opinion of Durland and
Company, CPA's P.A. on the Company's financial statements.  The Company does not
anticipate  the receipt of  operating  revenues  until  management  successfully
implements  its business  plan,  which is not assured.  Further,  JSBW may incur
significant unanticipated expenditures which deplete its capital at a more rapid
rate because of among other things,  the development stage of its business,  its
limited  personnel and other  resources and its lack of a client base and market
recognition.  Because of these and other factors, management is presently unable
to predict what  additional  costs might be incurred by the Company beyond those
currently  contemplated  to  obtain  additional  financing  and  achieve  market
penetration  on a  commercial  scale  in its  proposed  line of  business,  i.e.
flexible temporary staffing.  JSBW has no identified sources of funds, and there
can be no assurance that resources will be available to the Company when needed.

     5.  Dependence  on  Management:  Director's  Lack of Experience in Flexible
Staffing Business. The possible success of the Company is expected to be largely
dependent  on the  continued  services  of its  Executive  Vice  President,  Ms.
Garrett, because neither Mr. Adams, a director and executive officer of JSBW nor
the other director and executive officer have any experience or expertise in the
flexible  temporary staffing  business.  Virtually all decisions  concerning the
recruitment, training and placement of client employees and the establishment of
a client base with whom to place the client  employees  by the  Company  will be
made or  significantly  influenced by Ms. Garrett.  She is presently  serving as
manager of her own employment agency and she is required to devote a significant
amount of her time to the conduct of that  company's  business.  Ms. Garrett and
Mr.  Adams are  expected to devote only such time and effort to the business and
affairs of the Company as may be necessary to perform their  responsibilities as
executive officers and director of JSBW. The loss of the services of Ms. Garrett
would adversely  affect the conduct of the Company's  business and its prospects
for the future.  The Company  presently  holds no key-man life  insurance on the
lives of, and has no employment  contract or other agreement with Ms. Garrett or
Mr. Adams.
<PAGE>
     6. No  Qualified  Client  Employees  or Client  Base.  The Company was only
recently  organized.  While  JSBW  intends to engage in the  flexible  temporary
staffing  business,  the Company  currently has no qualified client employees to
place with clients and no clients with whom to place such  qualified  employees.
Further,  the very limited funding  currently  available to the Company will not
permit it to commence  business  operations in the flexible  temporary  staffing
industry except on a very limited scale. There can be no assurance that the debt
and/or  equity  financing,  which is  expected  to be required by the Company in
order for JSBW to continue in business after the expiration of the next three to
nine months,  will be available.  The Company has no clients presently and there
can be no  assurance  that it will be  successful  in  obtaining  clients in its
initial prospective marketing area encompassing Palm Beach County. JSBW does not
expect to have long-term contracts with any clients;  thus,  management believes
that the Company must, in order to survive,  ultimately  obtain the loyalty of a
large  volume of  clients.  The  Company  expects to be limited in the number of
client  employees and training and support  personnel it is capable of employing
as a result  of its  limited  operating  capital.  Thus,  the  Company  could be
expected to experience  substantial  difficulty in attracting the high volume of
clients in the  prospective  target  market  which would  enable JSBW to achieve
commercial  viability.  The Company will be dependent  upon its  Executive  Vice
President Ms. Garrett,  who has approximately  fourteen (14) years of experience
in employment  agency business.  (See Part I, Item 1. "Description of Business,"
(b) "Business of Issuer - Business  Strategy;  - Proposed  Company  Staffing and
Client Services; and - Sales and Marketing.")

     7. No Placement Organization:  Limited Placement Capability.  The Company's
success  depends  in large  part upon its  ability to  identify  and  adequately
penetrate  the markets for its  potential  staffing  services and its ability to
recruit qualified client employees for temporary placement. As compared to JSBW,
which lacks the  financial,  personnel and other  resources  required to compete
with its larger,  better-financed  competitors,  virtually  all of the Company's
competitors  have much larger budgets for securing  clients,  recruiting  client
employees and training.  Except for its Executive Vice President, JSBW presently
has no  temporary  staffing  or  client  enrollment  personnel  whatsoever  and,
accordingly,  management  expects that the  Company's  services will be marketed
initially,  for the most part,  through  contacts  and  previous  clients of Ms.
Garrett. Depending upon the level of funding obtained by the Company, management
believes,  without  assurance,  that it will be  possible  for  JSBW to  attract
qualified client employees,  staff personnel and clients.  However, in the event
that only limited funds are obtained,  the Company  anticipates that its limited
finances and other  resources may be a  determinative  factor in the decision of
any prospective  employee as to whether to become  employed by JSBW.  Until such
time, if ever, as the Company is successful in attracting and employing  capable
sales staff to secure and service a larger client base and capable  training and
recruitment staff to qualify potential client employee candidates, it intends to
rely upon the judgment and  conclusions of its Executive Vice  President,  based
upon her knowledge and experience gained in managing her own employment  agency,
relative to the Company's needs for securing clients and recruiting and training
client  employees.  However,  the fact that Mr.  Adams,  executive  officer  and
director of JSBW has no specific  experience in the flexible  temporary staffing
industry may adversely  impact the Company's  chances for success.  (See Part I,
Item 1.  "Description  of  Business,"  (b)  "Business  of  Issuer  -  Sales  and
Marketing.")

     8. High Risks and Unforeseen  Costs  Associated  with JSBW's Entry into the
Flexible Temporary  Staffing Industry.  There can be no assurance that the costs
for the  establishment  of a client base or for the  recruiting  and training of
qualified  client employees  incurred by JSBW will not be significantly  greater
than those estimated by Company  management.  Therefore,  the Company may expend
significant  unanticipated  funds or  significant  funds may be expended by JSBW
without  development  of  a  commercially  viable  flexible  temporary  staffing
business.  There can be no assurance  that cost  overruns will not occur or that
such cost overruns will not adversely affect the Company.  Further,  unfavorable
general economic  conditions  and/or a downturn in client  confidence has in the
past had,  and could be  expected  in the future to have,  an adverse  affect on
client placements which could, in turn, adversely affect the Company's business.
Additionally,  competitive  pressures  and  changes in client  mix,  among other
things,  which  management  expects the Company to  experience  in the uncertain
event that it achieves  commercial  viability,  could reduce the Company's gross
profit  margin from time to time.  Accordingly,  there can be no assurance  that
JSBW will be capable of establishing itself in a commercially viable position in
local, state and nationwide temporary placement markets. (See Part I, Item 1.
"Description of Business," (b) "Business of Issuer.")
<PAGE>
     9. Dependency on Recruiting  Qualified  Client Employees and Establishing a
Sufficient  Client  Base.  The  Company's  ability to provide  qualified  client
employees on a profitable and timely basis depends, at least initially, upon the
availability  of qualified  candidates  and the ability to quickly train them to
the level of competency necessary for placement.  Further, the Company's ability
to establish a sufficient  client base with whom qualified  client employees may
be placed depends, at least initially,  upon vacancies in the temporary staffing
market.  There can be no  assurance  that  qualified  candidates  or  sufficient
vacancies  will exist at the levels  which  management  believes  are  possible.
Further,  even if the Company  receives  sufficient  proceeds from equity and/or
debt financing or third party funding sources,  thus enabling it to employ sales
and staff personnel, to actively recruit qualified candidates and to establish a
sufficient   client  base  needed  to  implement  its  business  plan,  it  will
nevertheless  be dependent  upon the  availability  of qualified  candidates and
vacancies in the temporary  staffing  market Although  management  believes that
initially  Palm Beach County and  thereafter the State of Florida and nationwide
have available  adequate  qualified  candidates and sufficient  client employers
with temporary  vacancy  positions,  there can be no assurance that this will be
so. The insufficiency of qualified candidates and/or the insufficiency of client
employers may adversely  affect JSBW's  ability to be profitable in the flexible
temporary  staffing  market.  The Company does not anticipate  that it will have
long-term contracts with its prospective client employers.  (See Part I, Item 1.
"Description of Business," (b) Business of Issuer - Sales and Marketing.")

     10.  Conflict of Interest.  There are existing and  potential  conflicts of
interest,  including  time,  effort and corporate  opportunity,  involved in the
participation by the Company's executive officers and director in other business
entities and transactions.  Ms. Garrett,  the Company's Executive Vice President
and manager of her own employment agency, which by virtue of her relation to the
Company is an affiliate of the Company,  will divide her time and effort between
the Company, her existing employment agency and her other business  obligations.
Accordingly,  Ms.  Garrett and/or other members of management of the Company may
be subject to direct  conflicts  of  interest  and the  corporate  opportunities
doctrine  with  respect to  business  opportunities  in the  temporary  staffing
business  which come to their  attention.  The  Company's  Amended  Articles  of
Incorporation  provide that any related party  contract or  transaction  must be
authorized,  approved  or  ratified  at a meeting of the Board of  Directors  by
sufficient  vote thereon by directors not interested  therein or the transaction
must be fair and reasonable to the Company.  Ms. Garrett, who is not presently a
director  of JSBW,  has  agreed,  in the event that she is elected to serve as a
director of the Company in the future, that she would abstain from voting on any
related party contract or transaction  involving her existing employment agency.
Nevertheless,  assuming  Ms.  Garrett's  future  election  to  JSBW's  Board  of
Directors  and her  abstention  from  voting on any  related  party  contract or
transaction in accordance with her agreement, it would still be possible for the
Board  of  Directors  of  the  Company,  by a vote  of a  sufficient  number  of
disinterested  directors,  to  authorize,  approve or ratify  such a contract or
transaction with Ms. Garrett's existing employment agency or any other affiliate
even if the terms were unfair to the Company and unreasonable.

     Because  of  the  existing  and/or  potential  future  associations  of the
Company's  executive  officers and  directors in various  capacities  with other
firms  involved in a range of business  activities and because of the limited or
minimal amount of time and effort which is expected to be devoted to the Company
by such persons, there are existing and potential conflicts of interest in their
acting as executive officers and directors of the Company. None of the executive
officers or the  directors of the Company  will be able to devote a  significant
amount of time or effort to the business  and affairs of the Company  because of
their  simultaneous  participation in, employment by and/or commitments to other
firms  involved  in a range of business  activities.  In  addition,  all of such
persons are or may become, in their individual capacities,  officers, directors,
controlling  shareholders  and/or partners of other entities (in addition to Ms.
Garrett's existing  employment agency) involved in a variety of businesses which
are engaged,  or may in the future engage, in various  transactions,  or compete
directly, with the Company. Conflicts of interest and transactions which are not
at arm's-length may arise in the future because the Company's executive officers
and/or  directors are involved in the management of any company which  transacts
business,  or  competes  directly  with,  the  Company.  (See  Part  I,  Item 1.
"Description of Business," (b) Business of Issuer General.") 
<PAGE>
     11. Potential for Unfavorable  Interpretation of Government Regulation.  As
an employer, the Company is subject to all federal, state and local statutes and
regulations  governing  its  relationships  with  its  employees  and  affecting
business generally,  including its worksite employees. Although the Company will
not be subject  to  additional  regulation  by virtue of its  flexible  staffing
operations,  as a result of its  potential PEO  operations,  the Company will be
affected by specifically  applicable licensing and other regulatory requirements
and by the  uncertainty of the  application  of numerous  federal and state laws
relating  to labor,  tax and  employment  matters.  Because  many such laws were
enacted prior to the development of alternative employment arrangements, such as
those provided by PEO's and other staffing  business,  many of these laws do not
specifically  address the obligations and  responsibilities  of  non-traditional
employers.  Interpretive  issues concerning such  relationships  have arisen and
remain  unsettled.  Uncertainties  arising under the Code  include,  but are not
limited to, the qualified tax status and favorable tax status of certain benefit
plans  intended to be provided by the Company and provided by other  alternative
employers.  The unfavorable  resolution of these  unsettled  issued could have a
material  adverse  effect on the  Company's  results  of  operations,  financial
condition and  liquidity.  In addition,  the IRS is  conducting  an  examination
division market segment  specialization  program to examine PEO's throughout the
United States.  (See - 15.  "Potential Legal Liability" and - 20. " Risk of Loss
of Qualified Status for Certain Tax Purposes.")

     While many states do not explicitly regulate PEO's, approximately one-third
of the states  (including  Florida)  have passed laws that mandate  licensing or
registration   requirements  for  PEO's  and  several   additional   states  are
considering  such  regulation.  Such laws vary from state to state but generally
provide,  among other things, for monitoring the fiscal  responsibility of PEO's
and specify some of the employer  responsibilities  assumed by PEO's. The length
of time required to obtain  regulatory  approval to begin such  operations  will
vary from state to state, and there can be no assurance that the Company will be
able to satisfy the licensing  requirements or other  applicable  regulations of
any  particular  state in which it intends to  operate,  that it will be able to
provide the full range of services currently  anticipated to be offered, or that
it will be able to operate  profitably within the regulatory  environment of any
state in which it does obtain regulatory approval.  The Company is not presently
licensed in any state, has not submitted  applications to any state and does not
intend to apply in any state at the current  time.  However,  should the Company
wish to  operate  in any state  which  requires  licensing,  the  absence of the
required  license in such state would  prohibit the Company from  providing  PEO
services in such state,  until such time as such license is  acquired,  if ever.
(See Part I, Item 1. "Description of Business," (b) "Business of Issuer Industry
Regulation.")

     12. Increased  Employee Costs. The Company will be required to pay a number
of federal,  state and local payroll taxes and related payroll costs,  including
unemployment taxes, Workers' Compensation  insurance premiums and claims, Social
Security and Medicare,  among others, for its employees  (including its worksite
employees)  and will  incur  certain  costs  related  to the  provision  of such
benefits, such as insurance premiums for health care. Health insurance premiums,
unemployment taxes and Workers' Compensation insurance premiums and costs can be
significant to the Company's  operating results,  and will be determined in part
by the  Company's  claims  experience,  of  which  it has  none  at  this  time.
Accordingly,  the Company plans to employ extensive  procedures in an attempt to
control such costs. The Company's  projected costs could increase as a result of
proposed  health care  reforms.  Recent  federal and certain  state  legislative
proposals  have  included  provisions  extending  health  insurance  benefits to
employees who do not presently receive such benefits.  There can be no assurance
that the Company  will be able to increase  the fees charged to its clients in a
timely manner and sufficient amount to cover increased costs related to Workers'
Compensation,  unemployment  insurance or health insurance benefits which may be
extended to worksite employees. 
<PAGE>
     13.  Liability for Workers'  Compensation  Claims.  The Company has not yet
acquired  Workers'  Compensation  insurance,  however,  initial  estimates,  and
subject to the  availability  of additional  funding,  indicate that the Company
expects to provide for a $250,000  deductible per accident or industrial illness
with an aggregate annual dollar limit on the Company's  potential  liability for
deductible  payments  of  2.2%  of  aggregate  annual  payroll.  Subject  to the
availability of additional funding,  the Company may be required to acquire such
insurance  without an aggregate maximum dollar limit, or in exchange for a lower
excess  insurance  premium  rate,  or the  Company may be required to accept the
responsibility  for losses exceeding the $250,000 policy deductible per accident
or industrial illness on a dollar-for-dollar  basis, but only to the extent such
losses  cumulatively  exceed 85% of the excess insurance premium  (excluding the
profit and  administration  component),  subject to a maximum additional premium
amount.  If  this  last  option  were  to be  elected,  the  Company  would  pay
substantially all of the Workers'  Compensation claims of its employees.  To the
extent the  Company is not  successful  in  managing  the  severity  of Workers'
Compensation  claims,  the costs  incurred by the Company  could have a material
adverse effect on the Company's financial  condition,  results of operations and
liquidity.  In addition,  if the Company's  aggregate  liability for  deductible
payments  are not  limited,  the  adverse  development  of any claims  involving
significant  dollar  amounts  also could have a material  adverse  effect on the
Company's  financial  condition and results of  operations  (See Part I, Item 1.
"Description of Business," (b) "Business of Issuer - Risk  Management  Program -
Workers' Compensation".)

     14.  Ability to Grow.  The Company  expects to grow  through  acquisitions,
internal  growth and by granting  franchises.  The  Company  plans to expand its
business from its current location and by entry into other markets. There can be
no assurance  that the Company will be able to create a market  presence,  or if
such market is created,  to expand its market  presence  or  successfully  enter
other  markets.  The  ability of the  Company to grow will depend on a number of
factors,  including the  availability of working capital to support such growth,
existing  and  emerging  competition  and  the  Company's  ability  to  maintain
sufficient  profit  margins in the face of pricing  pressures.  The Company must
also manage costs in a changing regulatory environment, adapt its infrastructure
and systems to accommodate growth and recruit and train qualified personnel.

     The  Company  also  plans  to  expand  its  business,   in  part,   through
acquisitions  primarily of flexible  industrial  staffing  companies  and PEO's.
Although the Company will continuously review potential acquisition  candidates,
it has not entered into any agreement,  understanding or commitment with respect
to any  acquisitions  at this time.  There can be no assurance  that the Company
will be able to successfully identify suitable acquisition candidates,  complete
acquisitions  on favorable  terms, or at all, or integrate  acquired  businesses
into its operations.  Moreover, there can be no assurance that acquisitions will
not  have  a  material  adverse  effect  on  the  Company's  operating  results,
particularly in the fiscal quarters  immediately  following the  consummation of
such  transactions,  while the  operations  of the  acquired  business are being
integrated into the Company's operations. Once integrated,  acquisitions may not
achieve comparable levels of revenues,  profitability or productivity as at then
existing  Company-owned  locations or otherwise perform as expected. The Company
is unable to predict whether or when any prospective  acquisition candidate will
become available or the likelihood that any acquisitions will be completed.  The
Company will be competing  for  acquisition  and  expansion  opportunities  with
entities  that  have  substantially  greater  resources  than  the  Company.  In
addition,  acquisitions  involve a number of special risks, such as diversion of
management's  attention,  difficulties in the integration of acquired operations
and retention of personnel, unanticipated problems or legal liabilities, and tax
and accounting issues, some of all of which could have a material adverse effect
on the Company's results of operations and financial condition.

     Franchise  growth poses the additional risk of the inability of the Company
to control  the  quality  of  services  provided  by its  franchise  associates.
Moreover,  the failure of any  franchise  associate to pay  royalties due to the
Company  could  have  a  material  adverse  effect  on the  Company's  financial
condition  and  results  of  operations  (See  Part I, Item 1.  "Description  of
Business (b) "Business Strategy.")

     15.  Potential  Legal  Liability.  Providers  of staffing  services  may be
subject to claims  relating to the actions of their employees  (including  their
worksite employees), including possible claims of discrimination and harassment,
theft of  client  property,  misuse  of client  proprietary  information,  other
criminal  actions  or torts and other  claims.  Management  intends to adopt and
implement  policies  and  guidelines  to reduce  its  exposure  to these  risks.
However,  the  failure of any  Company  employee to follow  these  policies  and
guidelines may result in negative  publicity,  injunctive relief and the payment
by the Company of money  damages or fines.  There can be no  assurance  that the
Company will not experience such problems.
<PAGE>
     As  an  employer,  the  Company  may  be  subject  to  a  wide  variety  of
employment-related   claims  such  as  claims  for  injuries,   wrongful  death,
harassment,  discrimination,  wage and hour  violations  and other  matters.  In
addition,  a number  of legal  issues  remain  unresolved  with  respect  to co-
employment  arrangements  among PEO's,  their  clients and  worksite  employees,
including  questions  concerning ultimate liability for violations of employment
and discrimination  laws. At such time as the Company enters the PEO sector, the
Company plans to have a standard PEO client service  agreement which establishes
a contractual  division of responsibilities  between the Company and each client
for various human  resource  matters,  including  compliance  with and liability
under various  governmental  regulations.  However, as a result of the Company's
status as co-employer, the Company may be subject to liability for violations of
these and other laws despite these  contractual  provisions  and even if it does
not participate in such violations.  Although such client service agreements are
expected  to  provide  that the  client  is to  indemnify  the  Company  for any
liability  attributable  to the client's  failure to comply with its contractual
obligations and the requirements  imposed by law, the Company may not be able to
collect on such  contractual  obligation  claims and thus may be responsible for
satisfying  such   liabilities.   Subject  to  the  availability  of  additional
financing, the Company intends to carry liability insurance, but there can be no
assurance  that any such  insurance  will be sufficient to cover any  judgments,
settlements or costs relating to any future claims,  suits or complaints or that
sufficient  insurance  will be available to the Company or such providers in the
future on satisfactory terms, if at all. If insurance is not sufficient to cover
any  judgements,   settlements  or  costs  relating  to  any  claims,  suits  or
complaints, the Company's business,  financial condition,  results of operations
and liquidity could be materially adversely affected.  (See - 11. "Potential for
Unfavorable  Interpretation  of  Government  Regulations"  and  Part I,  Item 1.
"Description of Business" (b) "Business of Issuer-Industry Regulation.")

     At such time as the Company enters into franchise  agreements,  the Company
may be subject to claims asserting that it is vicariously liable for the damages
allegedly caused by the  franchisees.  Generally,  franchisor  liability for the
acts or inactions of its franchisees are based on agency  concepts.  The Company
intends for its  franchise  agreements  to state that the parties are not agents
and that the franchisees control the day-to-day  operations of their businesses.
Furthermore,  it is intended  that the  franchise  agreements  will  require the
franchisees to undertake  certain efforts to inform the public that they are not
agents of the  Company  and that  they are  independently  owned  and  operated.
Moreover,  the  Company  will take  certain  additional  steps to  insulate  its
potential  liability  based on claims from the  franchisee's  conduct  including
requiring  the  franchisees  to  indemnify  the  franchisor  for such claims and
mandating  that the  franchisees  carry certain  insurance  coverage  naming the
Company as an additional insured.  Despite these efforts to minimize the risk of
vicarious  liability,  there can be no  assurance  that a claim will not be made
against the Company,  nor that the  indemnification  requirements  and insurance
coverage  will be  sufficient  to  cover  any  judgments,  settlements  or costs
relating to such a claim.

     16.  Competition.  The  staffing  industry  is  highly  competitive,   with
approximately  7,000 companies  providing  flexible  staffing  services  through
approximately  17,000 locations and approximately  2,000 companies providing PEO
services. The Company will be competing with larger full-service and specialized
flexible  staffing and PEO competitors in national,  regional and local markets.
In addition,  the Company may encounter substantial  competition from new market
entrants.  Many of the Company's  competitors  have  significantly  greater name
recognition and have greater  marketing,  financial and other resources than the
Company. The Company expects that there will be significant consolidation in the
staffing industry in the future,  resulting in increased competition from larger
national and regional companies. There can be no assurance that the Company will
be able to complete  effectively  against such  competitors in the future.  (See
Part   I.   Item   1.    "Description    of   Business,"    (b)   "Business   of
Issuer-Competition.")

     17.  Seasonal  Variations  in Results.  The Company  expects to  experience
higher revenues in its third and fourth quarters because of increased demand for
temporary industrial personnel during this time. Demand is high during these two
quarters  because most flexible  staffing  clients are increasing  production in
preparation for the end of the year holiday season. The Company expects that its
quarterly  operating  results  also  will  fluctuate  as a result of a number of
timing factors,  including the effect of employment tax limits. In addition, the
Company  expects  to  experience  lower  revenues  in the first  quarter  due to
unfavorable weather conditions and lower overall economic activity. (See Part I,
Item 1.  "Description  of Business",  (b)  "Business of Issuer -  Seasonality.")
<PAGE>
     18. Financial  Conditions of Clients.  The Company will be obligated to pay
the wages and  salaries  of its  worksite  employees  regardless  of whether the
Company's  clients pay the Company on a timely basis or at all. The Company also
may be  required  to  make  advances  to  certain  flexible  staffing  franchise
associates  to fund  payroll  for  temporary  personnel  provided  by  franchise
associates to their  clients.  To the extent that a client or flexible  staffing
franchise associate experiences financial difficulty,  or is otherwise unable to
meet its  obligations  as they become due, the  Company's  financial  condition,
results of operations and liquidity could be materially adversely affected.

     19.  Duration of PEO  Services  Agreement.  The  Company  intends to have a
standard PEO service  agreement and that such will be subject to  termination by
the Company or the client at any time upon 30 to 45 days' prior written  notice.
At such  time  as  such  agreements  are  completed,  a  significant  number  of
terminations  could have a material  adverse  effect on the Company's  financial
condition,   results  of  operations  and  liquidity.   (See  Part  I,  Item  1.
"Description of Business," (b) "Business of Issuer - Sales and Marketing.")

     20. Risk of Loss of Qualified Status for Certain Tax Purposes.  The Company
intends to treat  worksite  employees as the  employees  of the  Company.  It is
possible that in connection  with an  examination by the IRS of a client company
and/or the Company,  the IRS may determine  that the Company is not the employer
of the worksite employees.  The IRS is conducting an examination division market
segment specialization program,  coordinated through its Houston, Texas district
office,  to examine  PEO'S  throughout  the  United  States.  If the  Company is
determined to not be the employer of the worksite  employees,  the qualified tax
status of the  Company  may be revoked  and the  Company may lose its ability to
assume a client company's federal employment tax withholding obligations.

     At such time as the  Company  has  sufficient  funds (of which  there is no
assurance),  the  Company  intends  to adopt an  employer  retirement  plan (the
"Plan").  If the loss of qualified tax status for the Company's  Plan is applied
retroactively, employees' vested account balances may become taxable immediately
to the  employees,  the Company  would lose its tax  deduction to the extent the
contributions were not vested, the Plan trust would lose its status and become a
taxable trust and penalties could be assessed. A retroactive  application by the
IRS of an  adverse  conclusion  could have a  material  effect on the  Company's
financial position, results of operations and liquidity. In such a scenario, the
Company also would face the risk of client  dissatisfaction as well as potential
litigation.  In  addition,  if the Company were to be required to report and pay
employment  taxes for the separate  accounts of its clients  rather than for its
own  account  as  a  single   employer,   the  Company  could  incur   increased
administrative burdens. The Company is unable to predict the timing or nature of
the  findings  of an IRS  examination.  (See  Part I,  Item 1.  "Description  of
Business," (b) "Business of Issuer - Industry Regulation.")

     21.  Possible  Adverse Affect of  Fluctuations  in the General  Economy and
Business of Clients.  Historically,  the general level of economic  activity has
significantly affected the demand for temporary personnel.  As economic activity
has slowed, the use of temporary  employees often has been curtailed before core
employees  have been  laid  off.  There  can be no  assurance  that an  economic
downturn would not adversely affect the demand for temporary  personnel.  During
periods  of  increased   economic   activity  and  generally  higher  levels  of
employment,   the  competition  among  flexible  staffing  firms  for  qualified
temporary  personnel is intense.  There can be no assurance,  however,  that the
Company's  intended  operations  will not be adversely  affected by decreases in
economic  activity.  Staffing  providers also are affected by  fluctuations  and
interruptions in the business of their clients.

     22. Lack of Working Capital Funding Source.  Flexible  industrial  staffing
employees  will be paid  by the  Company  on a daily  or  weekly  basis  and PEO
employees will be paid by the Company on a weekly,  bi-weekly,  semi-monthly  or
monthly  basis.  The  Company,  however,  expects to receive  payment  for these
services  from  all  its  flexible  industrial  staffing  customers  and its PEO
customers,  on average,  35 to 45 days from the date of invoice.  As new offices
are established or acquired,  or as the existing office is expanded,  there will
be  increasing  requirements  for cash to fund these  payroll  obligations.  The
Company has no current source of working  capital funds,  and should the Company
be unable to secure  additional  financing on  acceptable  terms,  its business,
financial  condition,  results of operations  and liquidity  would be materially
adversely affected.
<PAGE>
     23.  Absence of Public Market for Shares.  The  Company's  shares of Common
Stock are not registered with the U.S.  Securities and Exchange Commission under
the Act.  There is no  public  market  for the  shares  of  Common  Stock and no
assurance  that one will  develop.  Of such shares,  646,000  thereof are "free-
trading" because of their issuance to persons unaffiliated with JSBW pursuant to
an exemption from registration  provided by Rule 504 of Regulation D promulgated
under  Section  3(b) of the Act, and the balance of 1,650,500 of such shares are
"restricted  securities." Rule 144 of the Act provides, in essence, that holders
of restricted securities, for a period of one year after the acquisition thereof
from the Company or an affiliate of the Company,  may, every three months,  sell
to a market maker or in ordinary  brokerage  transactions an amount equal to one
percent of the Company's  then  outstanding  securities.  Non-affiliates  of the
Company who hold restricted  securities for a period of two years may sell their
securities without regard to volume limitations or other  restrictions.  Resales
of the  free-trading  shares of Common  Stock by  "affiliates,  control  persons
and/or  underwriters"  of JSBW,  as those terms are defined in the Act,  will be
subject to the volume  limitations,  described in paragraph (e) of Rule 144. Any
transfer  or resale of the shares of JSBW's  Common  Stock will be  subject,  in
addition to the Federal securities laws, to the "blue sky" laws of each state in
which such  transfer or resale  occurs.  A total of 1,601,000  shares and 49,500
shares of the Company's Common Stock will be available for resale under Rule 144
commencing on October 20, 1998 and April 29, 1999 respectively.  Sales of shares
of Common Stock under Rule 144 may have a depressive  effect on the market price
of the Company's  Common Stock,  should a public market  develop for such stock.
Such sales also might impede  future  financing  by the Company.  (See Part III,
Item 11. "Security Ownership of Certain Beneficial Owners and Management.")

     24. No  Dividends.  While  payments of  dividends on the Common Stock rests
with the  discretion of the Board of Directors,  there can be no assurance  that
dividends  can or will ever be paid.  Payment of dividends is  contingent  upon,
among other things,  future earnings, if any, and the financial condition of the
Company,  capital  requirements,  general business  conditions and other factors
which cannot now be predicted.  It is highly unlikely that cash dividends on the
Common Stock will be paid by the Company in the foreseeable future.

     25. No Cumulative  Voting.  The election of directors  and other  questions
will be decided by a majority vote. Since cumulative voting is not permitted and
one-third  of the  Company's  outstanding  Common  Stock  constitute  a  quorum,
investors  who purchase  shares of the  Company's  Common Stock may not have the
power to elect even a single  director and, as a practical  matter,  the current
management will continue to effectively control the Company.

     26.  Control by  Present  Shareholders.  The  present  shareholders  of the
Company's  Common Stock will, by virtue of their  percentage share ownership and
the lack of cumulative  voting,  be able to elect the entire Board of Directors,
establish the Company's policies and generally direct its affairs.  Accordingly,
persons  investing in the Company's Common Stock will have no significant  voice
in Company  management,  and cannot be assured of ever having  representation on
the Board of Directors.  (See Part III, Item 11. "Security  Ownership of Certain
Beneficial Owners and Management.")

     27.  Potential  Anti-Takeover  and Other  Effects of Issuance of  Preferred
Stock May Be Detrimental to Common  Shareholders.  Potential  Anti-Takeover  and
Other  Effects of  Issuance  of  Preferred  Stock May Be  Detrimental  to Common
Shareholders.  The Company is  authorized  to issue up to  10,000,000  shares of
preferred  stock.  $.0001 par value per share  (hereinafter  referred  to as the
"Preferred  Stock");  none of which  shares has been  issued.  The  issuance  of
Preferred Stock does not require  approval by the  shareholders of the Company's
Common Stock. The Board of Directors,  in its sole discretion,  has the power to
issue  shares of  Preferred  Stock in one or more  series and to  establish  the
dividend  rates  and  preferences,   liquidation  preferences,   voting  rights,
redemption and conversion terms and conditions and any other relative rights and
preferences with respect to any series of Preferred Stock.  Holders of Preferred
Stock  may  have  the  right  to  receive  dividends,   certain  preferences  in
liquidation and conversion and other rights; any of which rights and preferences
may operate to the detriment of the  shareholders of the Company's Common Stock.
Further, the issuance of any shares of Preferred Stock having rights superior to
those of the  Company's  Common  Stock may result in a decrease  in the value of
market price of the Common Stock  provided a market  exists,  and  additionally,
could be used by the Board of Directors as an anti-takeover measure or device to
prevent a change in control of the Company. 
<PAGE>
     28. No Secondary Trading  Exemption.  In the event a market develops in the
Company's shares,  of which there can be no assurance,  secondary trading in the
Common Stock will not be possible in each state until the shares of Common Stock
are qualified for sale under the applicable  securities laws of the state or the
Company  verifies  that an  exemption,  such as listing  in  certain  recognized
securities  manuals,  is available for secondary trading in the state. There can
be no assurance that the Company will be successful in registering or qualifying
the Common Stock for secondary  trading,  or availing itself of an exemption for
secondary  trading in the Common  Stock,  in any state.  If the Company fails to
register or qualify,  or obtain or verify an exemption for the secondary trading
of, the Common Stock in any particular  state,  the shares of Common Stock could
not be offered or sold to, or  purchased  by, a resident of that  state.  In the
event that a significant  number of states refuse to permit secondary trading in
the Company's  Common  Stock,  a public market for the Common Stock will fail to
develop and the shares could be deprived of any value.

     29.  Possible  Adverse  Effect of Penny Stock  Regulations  on Liquidity of
Common  Stock in any  Secondary  Market.  In the event a market  develops in the
Company's  shares,  of which  there  can be no  assurance,  then if a  secondary
trading market  develops in the shares of Common Stock of the Company,  of which
there can be no  assurance,  the Common  Stock is  expected  to come  within the
meaning of the term "penny  stock" under 17 CAR  240.3a51-1  because such shares
are issued by a small company; are low-priced (under five dollars);  and are not
traded on NASDAQ or on a national  stock  exchange.  The Securities and Exchange
Commission has  established  risk  disclosure  requirements  for  broker-dealers
participating in penny stock  transactions as part of a system of disclosure and
regulatory  oversight for the  operation of the penny stock  market.  Rule 15g-9
under the Securities Exchange Act of 1934, as amended, obligates a broker-dealer
to satisfy special sales practice requirements,  including a requirement that it
make an individualized  written  suitability  determination of the purchaser and
receive the purchaser's written consent prior to the transaction.  Further,  the
Securities  Enforcement  Remedies  and Penny Stock  Reform Act of 1990 require a
broker-dealer,   prior  to  a  transaction  in  a  penny  stock,  to  deliver  a
standardized  risk disclosure  instrument that provides  information about penny
stocks and the risks in the penny stock market. Additionally,  the customer must
be provided by the  broker-dealer  with current bid and offer quotations for the
penny stock,  the compensation of the  broker-dealer  and the salesperson in the
transaction  and monthly  account  statements  showing the market  value of each
penny stock held in the customer's account.  For so long as the Company's Common
Stock is considered penny stock, the penny stock  regulations can be expected to
have an adverse  effect on the  liquidity of the Common  Stock in the  secondary
market, if any, which develops.

Item 2. Description of Property:

     The  Company's  executive  offices  are located at 219  Almeria,  West Palm
Beach,  Florida 33405. Its telephone number is (561) 804-9744.  The Company pays
no rent for this space. The Company owns no real or personal property.

Item 3. 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 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted  during the fourth quarter of the fiscal year ended
September  30,  1998,  covered  by  this  report  to a  vote  of  the  Company's
shareholders, through the solicitation of proxies or otherwise.


                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

     (a) Market Information.

     There has been no  established  public  trading market for the Common Stock
since the Company's inception on October 20,1997.

     (b) Holders.

     As of December 29, 1998, the Company had twenty-one  shareholders of record
of its 2,296,500 outstanding shares of Common Stock.
<PAGE>
    (c) Dividends.

     The Company has never paid or declared  any  dividends  on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

Item 6. 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  September  30, 1998,  the Company had no
income from operations and operating expenses  aggregating  $12,456. 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  September  30,  1998,  the Company had assets  totaling  $10,642  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 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.
<PAGE>
     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.

Year-2000 Compliance

     The Company is currently in the process of evaluating its  information  for
Year 2000  compliance.  The Company  does not expect that the cost to modify its
information technology  infrastucture 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-KSB includes  "Forward-Looking  statements" within the meaning
of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the
Securitiies  Exchange  Act of 1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-KSB 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),  wells to
be  drilled  or  reworked,  oil and gas  prices  and  demand,  exploitation  and
exploration  prospects,  development and infill potential,  drilling  prospects,
expansion and other  development  trends of the oil and gas  industry,  business
strategy,  production  of oil and gas  reserves,  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 developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conforn 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 and  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently,  all of the forward-looking statements made in the Form 10-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.
<PAGE>
Item 7. Financial Statements.

     The Financial Statements of JS Business Works, Inc., and Notes to Financial
Statements  together  with the  Independent  Auditor's  Report  of  Durland  and
Company,  CPA's,  P.A.,  required by this Item 7 commence on page F-1 hereof and
are  incorporated  herein by this reference.  The Financial  Statements filed as
part of this Annual  Report on Form 10-KSB are listed in the Index to  Financial
Statements below:
                                                                        Page
                                                                        ----

Independent Auditor's Report                                            F-2

Balance Sheet, as of September 30, 1998                                 F-3

Statement of Operations for the Period
   October 20, 1997 (Inception), to September 30,1998                   F-4

Statement of Stockholders' Equity for the Period
   October 20, 1997 (Inception), to September 30., 1998                 F-5

Statement of Cash Flows for the Period October 20, 1997
   (Inception), to September 30, 1998                                   F-6

Notes to Financial Statements                                           F-7


     Item 8. Changes In and  Disagreements  with  Accountants  on Accounting and
Financial Disclosure.

     Because the Company has been generally inactive since its inception, it has
had no independent  accountant  until the retention in March 1998 of Durland and
Company,  CPA's, P.A., 340 Royal Palm Way, Suite 204, Palm Beach, Florida 33480.
There has been no change in the  Company's  independent  accountant  during  the
period  commencing with the Company's  retention of Durland and Company,  CPA's,
P.A. through the date hereof. 
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS



Independent Auditor's Report.............................................F-2

Balance Sheet............................................................F-3

Statement of Loss....................................................... F-4

Statement of Changes in Stockholders' Equity............................ F-5

Statement of Cash Flows..................................................F-6

Notes to Financial Statements............................................F-7















































                                       F-1
<PAGE>





                          INDEPENDENT AUDITOR'S REPORT


TO:      The Board of Directors
         JS Business Works, Inc.
         Palm Beach, Florida

     We have audited the accompanying  balance sheet of JS Business Works, Inc.,
a  development  stage  enterprise,  as of  September  30,  1998 and the  related
statements of loss, changes in stockholders'  equity and cash flows from October
20, 1997 (Inception) through September 30, 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 audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of the Company as of September
30, 1998 and the results of its  operations  and its cash flows from October 20,
1997  (Inception)  through  September  30,  1998 in  conformity  with  generally
accepted accounting principles.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial  statements,  the  Company  has  experienced  operating  losses  since
inception.   The  Company's  financial  position  and  operating  results  raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note 7. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.





                                                /s/Durland & Company, CPAs, P.A.
                                                   Durland & Company, CPAs, P.A.
Palm Beach, Florida
January 7, 1999



                                       F-2
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheet



           ASSETS                                          September 30, 1998
                                                       -------------------------
CURRENT ASSETS
  Cash                                                     $                379
  Note receivable                                                        10,263
                                                       -------------------------

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

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

                           LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

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

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

Total Liabilities and  Stockholders' Equity           $                  10,642
                                                       =========================




















     The accompanying notes are an integral part of the financial statements
                                       F-3
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                                Statement of Loss
          From October 20, 1997 (Inception) through September 30, 1998






                                                            September 30, 1998
                                                         -----------------------
Revenues                                                $                     0
                                                         -----------------------

Bank charges                                                                 13
Consultant expenses                                                       2,100
Office expenses                                                             118
Organization expenses                                                       130
Professional fees                                                         9,635
Taxes, licenses and fees                                                    441
Miscellaneous expenses                                                       19
                                                         -----------------------

   Total expenses                                                        12,456
                                                         -----------------------

Loss from operations                                                    (12,456)

Other income (expense)
   Interest income                                                          263
                                                         -----------------------

Net loss                                                $               (12,193)
                                                         =======================

Basic net loss per weighted average share               $               (0.0006)
                                                         =======================

Weighted average number of shares                                     1,971,559
                                                         =======================






















     The accompanying notes are an integral part of the financial statements
                                       F-4
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                  Statement of Changes in Stockholders' Equity
          From October 20, 1997 (Inception) through September 30, 1998
<TABLE>
<S>                                         <C>         <C>          <C>          <C>            <C>             <C>
                                                                                                     Deficit
                                                                                                   Accumulated
                                              Number                  Additional      Stock        During the         Total
                                                of        Common       Paid-in     Subscription    Development    Stockholders'
                                              Shares       Stock       Capital      Receivable        Stage          Equity
                                            ----------- -----------  ------------ -------------- --------------- ---------------
BEGINNING BALANCE,
October 20, 1997 (inception)                          0 $         0  $          0 $            0 $             0 $             0

October 21, 1997 - services ($0.0001/sh)      1,601,000         160             0              0               0             160

April 19, 1998 - cash ($0.01/sh)                302,500          30         2,995              0               0           3,025

April 29, 1998 - cash ($0.05/sh)                343,500          35        17,140              0               0          17,175

April 30, 1998 - services ($0.05/sh)             49,500           5         2,470              0               0           2,475

May 15, 1998 -  offering costs                        0           0        (4,500)             0               0          (4,500)

May 22, 1998 -  cash                                  0           0             0           (200)              0            (200)

June 1, 1998 - cash                                   0           0             0            200               0             200

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

BALANCE, September 30, 1998                   2,296,500 $       230  $     18,105 $            0 $       (12,193)$         6,142
                                            =========== ===========  ============ ============== =============== ===============
</TABLE>















     The accompanying notes are an integral part of the financial statements
                                       F-5
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                             Statement of Cash Flows
          From October 20, 1997 (Inception) through September 30, 1998



                                                         From October 20, 1997
                                                          (Inception) through
                                                            September 30, 1998
                                                 -------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                      $                       (12,193)
  Adjustments to reconcile net loss to net cash
   used for operating activities:
      Interest accrued on note receivable                                  (263)
      Stock issued for services                                           2,635
      Increase in accrued liabilities                                     4,500
                                                 -------------------------------

Net cash used for operating activities                                   (5,321)
                                                 -------------------------------

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

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

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

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

Net increase in cash and equivalents                                        379

CASH and equivalents, beginning of period                                     0
                                                 -------------------------------

CASH and equivalents, end of period             $                           379
                                                 ===============================




















     The accompanying notes are an integral part of the financial statements
                                       F-6
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements

     (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) Operating facilities The Company is seeking to lease office space in the
Palm Beach area. It is not expected that the Company will purchase facilities in
the near future.

     b)  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.

     c)  Cash   equivalents  The  Company   considers  all  highly  liquid  debt
instruments  with  an  original  maturity  of  three  months  or less to be cash
equivalents.

     d)  Start-Up  costs Costs of start-up  activities,  including  organization
costs, should be expensed as incurred, as stated, in Statement of Position (SOP)
98-5, which has been cleared by the Financial Accounting Standards Board (FASB).
This SOP sets forth the generally  accepted  accounting  principles for costs of
start-up  activities as it applies to development  stage entities.  Accordingly,
the Company expects to expense any organizational costs.

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

     f)  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 The note receivable bears interest at 9.0% interest per
annum and is due on demand.  Accrued interest at September 30, 1998 is $263. The
Company expects repayment of the note and accrued interest in February 1999.

     (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 May 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. The Board of Directors  approved an offering of 302,500 shares at $0.01
for $3,025 in cash on April 19, 1998.  The Board of Directors  also  approved an
offering of 343,500  shares at $0.05 for $17,175 in cash on April 29,  1998.  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.  The Company
had $4,500 of legal  expenses for offering costs that were paid on May 15, 1998.
A $200  stock  subscription  receivable  was  incurred  on May  22,  1998  for a
non-sufficient  funds item from one of the  shareholders.  On June 1, 1998,  the
$200 stock subscription receivable was received by the Company.

     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 September 30, 1998.
                                      F-7
<PAGE>
                             JS Business Works, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements

     (5) Income Taxes  Deferred  income taxes are provided on elements of income
which are recognized for financial accounting purposes in periods different than
such items are recognized for income tax purposes.  Deferred income tax benefits
are  provided  on  elements  of  expense  which  are  recognized  for  financial
accounting  purposes in periods  different  than such items are  recognized  for
income tax  purposes.  The Company had net  operating  loss  carry-forwards  for
income tax purposes of approximately $12,193 expiring at September 30, 2013.

     The amount  recorded as  deferred  tax assets as of  September  30, 1998 is
$2,339, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation  allowance  against this deferred tax asset,
as the Company has no history of profitable operations.

     (6) Related  Parties 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.

     (7) Going Concern As shown in the accompanying  financial  statements,  the
Company incurred a net loss of $12,193 from October 20, 1997 (Inception) through
September 30, 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>
                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act.

Executive Officers and Directors

     Set  forth  below are the  names,  ages,  positions  with the  Company  and
business experiences of the executive officers and directors of the Company.


Name                       Age              Position(s) with Company
- ----                     ---              ------------------------

Charles Adams              33                  President, Treasurer
                                                 and Director (2)

Lyn Garrett                46                  Executive Vice President

Mercedes Travis            56                  Secretary and Director


     (1)       Except for Ms. Garrett and Ms.  Travis;  who had no role in
               founding or organizing the Company,  the above-named persons may
               be deemed to be "promoters" and  "parents"  of the Company,  as
               those terms are  defined  under the Rules and Regulations
               promulgated under the Act.

     (2)       As such Mr. Adams acts as the CEO, CFO and Principal Accounting
               Officer of the Company.

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Director.  Mr. Adams,  Ms. Garrett and Ms.
Travis  will  devote  such time and effort to the  business  and  affairs of the
Company as may be  necessary  to perform  their  responsibilities  as  executive
officers and/or directors of the Company.

     Aside from the above  officers and  directors,  there are no other  persons
whose activities will be material to the operations of the Company at this time.
Mr. Adams is the sole  "promoter"  of the Company as such term is defined  under
the Act.

Family Relationships

     There are no family  relationships  between or among the executive officers
and director of the Company.

Business Experience

     Charles Adams has served as the President,  Treasurer and a Director of the
Company since its inception on October 21, 1997. As such he acts as the CEO, CFO
and Principal Accounting Officer.

     Since October  1988,  Mr. Adams has engaged in private  business  ventures,
mostly in the area of finance. Through his company, Adams Inc., which was formed
in October,  1997, he is currently providing  consulting services and commercial
equipment leasing.  Mr. Adams specializes in financing equipment which is placed
with end users. From October 1997 until the present, Mr. Adams has been employed
by Carcorp,  Inc. which is one of only two lenders who provide  commercial paper
for  Bombardier,  Inc.,  under  operating  leases for lear jets and other  major
aviation  equipment.  Mr. Adams is the Director of Finance of Carcorp,  Inc. and
has a staff of eight (8) working under him. In this capacity, Mr. Adams arranges
the operating leases for rolling stock, large commercial equipment, aviation and
commercial  marine end users.  From 1995  through  October  1997,  Mr. Adams was
independently  engaged in commercial leasing of limousines and limousine fleets.
From 1996 through  October  1997,  he also was employed by Ed Morse as the Fleet
Manager for the Jeep operations.  From 1993 through 1995, Mr. Adams was employed
by Palm Beach Lincoln  Mercury in sales.  Prior to  relocating to Florida,  from
1991  through  1993 Mr.  Adams was  employed by Alpha Zeta Trust in  California,
where  he was  responsible  for  the  acquisition  of  commercial  real  estate,
including  negotiations of sale and arrangement of bridge financing.  During Mr.
Adams  employment,  Alpha Zeta Trust acquired two large loan pools from the Real
Estate  Investment  Trust.  The  profitable  part of these  pools were sold at a
substantial  profit,  while the non performing loans were foreclosed.  From 1988
through 1991, Mr. Adams independently engaged in the acquisition of real estate.
During the same period he was  employed by  Porsche,  Audi,  Ferrari in Woodland
Hills,  California  as a  salesman.  
<PAGE>  
In this  capacity,  Mr.  Adams  was
responsible for all aspects of the automobile  acquisition,  including arranging
the purchase  financing.  Mr. Adams  attended Los Angeles Valley College for two
(2) years and took  marketing and sales  extension  courses at the University of
California Los Angeles.

     Lyn Garrett has served as the Executive Vice President of the Company since
April 30, 1998.

     Since February  1997,  Ms.  Garrett has operated her own employment  agency
under the Lyn Garrett &  Associates,  Inc. For the one and one-half  years (1.5)
prior to that, Ms. Garrett operated the agency as a sole proprietorship.  At the
current  time,  Ms.  Garrett  operates two (2) offices,  one in West Palm Beach,
Florida and the other in Orlando,  Florida.  This agency principally  engages in
the  placement of temporary  and  permanent  staff to the financial and mortgage
banking community.  Its major client is Ocwen Federal Bank, an institution which
is  involved  primarily  in mortgage  banking  and manages a extensive  mortgage
portfolio.  Ms.  Garrett's  agency  fills  approximately  half of all of Ocwen's
temporary and permanent staffing  positions.  The West Palm Beach office has two
(2) employees in addition to Ms.  Garrett,  while the Orlando office has a staff
of two (2). From 1994 until the  beginning of 1998,  Ms.  Garrett  served on the
Board of Florida Staffing Association.  She is certified by Personnel Decisions,
Inc. as a trainer in behavior  description  interviewing.  From 1992 until 1994,
Ms.  Garret was employed by Office  Specialists  as a placement  representative.
From 1988 through 1991, Ms. Garrett was employed by Drake  International  in the
United States in temporary  staffing  placement and had previously been employed
by the same company in Toronto, Canada from 1970 through 1976. From 1976 through
1988, Ms.  Garrett was employed as an accounting  comptroller  for J.P.  Morgan,
originally  in New  York  and  then in West  Palm  Beach.  Ms.  Garrett  holds a
Bachelors of Science in Accounting from the University of Toronto, Canada.

     Mercedes Travis has served as Secretary and a Director of the Company since
June 4, 1998.

     Since December 1980, Ms. Travis has been engaged in the private practice of
law and is  licensed  to  practice  in the States of  Florida,  New York and New
Jersey.  She is Of Counsel to the firm of Mintmire &  Associates,  which acts as
counsel to the Company.  During her period of practice,  Ms.  Travis has advised
numerous  companies  in matters  relating to  securities  and  finance.  She has
structured  and authored  public and private  offerings  involving  real estate,
technology,  pharmaceuticals,  oil  and  gas  and  equipment  leasing.  She  has
structured and implemented  secured and unsecured  financing  arrangements  with
major  international  insurance companies and banks for individual and corporate
borrowers and  participated  in the acquisition and going private of an American
Stock Exchange  company.  From 1983 to 1991,  Ms. Travis was an NASD  Registered
Representative  with a Series 7 and 63 license.  From 1981 to 1992,  Ms.  Travis
held a New York State license as a Real Estate  Broker.  During the 1980's,  Ms.
Travis  lectured  several  NASD firms on  Regulation  D  offerings  and  private
offering  marketing issues. Ms. Travis holds a Bachelors of Arts in English from
Temple   University,   Philadelphia,   Pennsylvania;   a  Masters  of   Business
Administration (with honors) from Widener University, Chester, Pennsylvania; and
a Juris Doctorate  (with honors) from Delaware Law School,  now known as Widener
University School of Law, Wilmington, Delaware.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a  registered  class of the  Company's  equity  securities,  to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities of the Company on Forms 3, 4 and 5, respectively. Executive officers,
directors  and  greater  than  10%   shareholders  are  required  by  Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file.  To the  Company's  knowledge,  Mr.  Adams,  Ms.  Garrett  and Ms.  Travis
comprising all of the Company's executive  officers,  directors and greater than
10%  beneficial  owners of its common  Stock,  have  complied with Section 16(a)
filing  requirements  applicable to them during the Company's  fiscal year ended
September 30, 1998.
<PAGE>
Item 10. Executive Compensation.

     Except for certain shares of the Company's  Common Stock issued and sold to
two (2) executive  officers and/or directors of the Company in consideration for
various  services  performed  for  the  Company  by  each of  them,  a  lump-sum
consulting  fee in the amount of  $1,000.00  paid to Mr.  Adams and a fee in the
amount of $100.00 paid by the Company to Adams, Inc. for administrative services
performed  and  costs  incurred  by Mr.  Adams on  behalf of JSBW and a lump sum
consulting  fee in the  amount  of  $1,000.00  paid to Ms.  Garrett,  no cash or
non-cash compensation was awarded to, earned by or paid to any executive officer
or director of the Company for all services  rendered in all  capacities  to the
Company  since its  inception on October 20, 1997.  Although it was  anticipated
that Adams,  Inc. would receive a monthly fee equal to $100, Mr. Adams agreed to
suspend that fee for the present time. On October 21, 1997,  the Company  issued
and sold 1,601,000 shares of Common Stock, representing  approximately 69.71% of
the total  number of shares of Common  Stock of the Company  outstanding  on the
date hereof,  to Mr. Adams,  for services in connection with the organization of
the  Corporation.  Ms.  Garrett,  on April 30,  1998  received a total of 49,500
shares of Common Stock, representing  approximately 2.16% of the total number of
outstanding  shares of the  Company's  Common  Stock as of the date  hereof,  in
consideration  for certain  business  consulting  services related to employment
agency   operations   performed  by  her  for  the   Company.   Except  for  the
above-described  compensation,  it is not anticipated that any executive officer
of the Company  will  receive any cash or non-cash  compensation  for his or her
services  in all  capacities  to the  Company  until  such  time as the  Company
commences business operations.  At such time as JSBW commences operations, it is
expected  that the Board of Directors  will approve the payment of salaries in a
reasonable amount to each of its officers for their services in the positions of
President/Treasurer, Executive Vice President and Secretary respectively, of the
Company.  At such time, the Board of Directors may, in its  discretion,  approve
the payment of  additional  cash or non-cash  compensation  to the foregoing for
their services to the Company.

     The Company does not provide  officers  with  pension,  stock  appreciation
rights, long-term incentive or other plans but has the intention of implementing
such plans in the future.

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     The  following  table sets  forth  information  as of  December  29,  1998,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the  Company  to be the  beneficial  owner of more  than five per cent of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and investment  power with respect to the shares of Common Stock
beneficially owned.

                                         Amount
   Name and Address of                Beneficially            Percent of
    Beneficial Owner                     Owned                 Class (1)
    ----------------                     -----                 ---------

Charles Adams (2)(3)                   1,601,000                 69.71%
219 Almeria
West Palm Beach, Florida 33405

Lyn Garrett (2)(3)                        49,500                  2.16%
835 Flamingo Drive
West Palm Beach, Florida 33401

Mercedes Travis (2)(3)                         0                     0%
219 B Chilian Avenue
Palm Beach, Florida 33480

All Executive Officers and Directors   1,650,500                 71.87%
as a Group (three persons)
- ------------------

     (1) Based upon  2,296,500  shares of the Company's  Common Stock issued and
outstanding as of December 29, 1998.
<PAGE>
     (2) Executive officer of the Company.

     (3) Member of the Board of Directors of the Company.


Item 12. Certain Relationships and Related Transactions.

     On October 21, 1997, the Company  issued and sold  1,601,000  shares of the
Common Stock to Mr. Adams, the President and Treasurer of the Company and record
and beneficial owner of approximately 69.71% of the Company's outstanding Common
Stock, in consideration  and exchange  therefore for services in connection with
the organization of JSBW valued at $106.10 performed for the Company by him.

     On April 30, 1998,  the Company issued and sold a total of 49,500 shares of
Common Stock to Ms.  Garrett,  the Executive Vice President of the Company,  and
the  record  and  beneficial  owner  of  approximately  2.16%  of the  Company's
outstanding  Common Stock,  as  consideration  for certain  business  consulting
services performed for the Company relating to, among other things, the flexible
staffing business and marketing, valued at $2475.00.

     Commencing  May 1, 1998 the  Company's  agreed to pay a monthly  fee in the
amount of $100.00 to Adams, Inc. in consideration for administrative services to
be  performed  and costs to be incurred by such  company on behalf of JSBW.  One
payment was made, then Mr. Adams agreed to suspend such payments for the current
time. Management believes that the administrative fees paid or to be paid by the
Company to Mr.  Adams'  company  are  comparable  to those  fees which  would be
payable by the Company to unaffiliated third parties for comparable  services in
the Palm Beach, Florida area.

     At the current time,  the Company has no provision to issue any  additional
securities  to  management,   promoters  or  their   respective   affiliates  or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper  approval.  Although  the Company has a very large  amount of
authorized  but unissued  Common Stock and  Preferred  Stock which may be issued
without further  shareholder  approval or notice, the Company intends to reserve
such  stock  for the Rule 506  offerings  contemplated  to  implement  continued
expansion,  for acquisitions and for properly approved employee  compensation at
such time as such plan is adopted. (See Part I, Item 1. "Description of Business
- (b) Business of Issuer.")

Item 13. 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
-------------------------------------------------------------------------------

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


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

2.3                        Bylaws of JS Business Works, Inc. (1)


- ------------------

     (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.

     (b)  No  Reports  on Form 8-K were  filed  during  the last  quarter of the
          fiscal year ended September 30, 1997, covered by this Annual Report on
          Form 10-KSB.

                                   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. 
<PAGE>
                             JS BUSINESS WORKS, INC.
                                          (Registrant)


Date: January 13, 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
     ----                        ---------                     -----

January 13, 1999         By: /s/ Charles Adams       President and Director
                             -----------------------
                             Charles Adams


January 13, 1999         By: /s/ Mercedes Travis     Secretary and Director
                             -----------------------
                             Mercedes Travis






<PAGE>