<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                  FORM 10-QSB/A
    
(Mark one)

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

         For the quarterly period ended September 30, 1996
                                        ------------------

                                       OR

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

         For the transition period from _____________ to ______________

                         Commission File No. 2-78335-NY
                                             ----------

                              J R CONSULTING, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           Nevada                                               13-3121128
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)
   

             180 Varick Street, 13th Floor, New York, New York 10014
             -------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 807-6777
                           ---------------------------
                           (Issuer's telephone number)
    

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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      NO  X
                                  ---     ---

         The number of shares outstanding of the issuer's Common Stock, $.04 par
value per share, as of September 30, 1996, is 11,044,955.

Transitional Small Business Disclosure Format (check one);

                              YES        NO  X
                                  ---       ---


<PAGE>   2



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                              J R CONSULTING, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEET


   
<TABLE>
<CAPTION>
                                                                 09/30/96     06/30/96
                                                                (UNAUDITED)   (AUDITED)
                                                                   $'000        $'000
                                                                -----------   ---------
<S>                                                             <C>           <C>
         ASSETS

Current assets
         Cash                                                         56           35
         Accounts receivable                                         658          786
         Inventories                                                  83          143
                                                                  ------       ------

Total current assets                                                 797          964

Property plant and equipment, net of accumulated
         depreciation of $24,000 and $17,000 at 09/30/96 and
         06/30/96, respectively                                      122          123

Other assets
         Goodwill and patents                                        903          917
                                                                  ------       ------

         Total assets                                              1,822        2,004
                                                                  ======       ======

         LIABILITIES

Current liabilities
         Overdraft                                                    67           --
         Accounts payable                                            884          890
         Accrued liabilities                                         523          405
         Other current liabilities                                   540          610
                                                                  ------       ------

Total current liabilities                                          2,014        1,905

Long-term debt                                                        69           68
                                                                  ------       ------

         Total liabilities                                         2,083        1,973

         SHAREHOLDERS' EQUITY

Common Stock                                                         470          469
         Less 5,187,598 shares issued at discount below par
         value                                                      (154)        (154)
Paid in capital in excess of par value                             2,029        2,007
Retained earnings                                                 (2,610)      (2,291)
Translation adjustment                                                 4           --
                                                                  ------       ------

         Total shareholders' equity                                 (261)          31
                                                                  ------       ------

                                                                   1,822        2,004
                                                                  ======       ======
</TABLE>
    


         The accompanying notes are an integral part of the consolidated
                              financial statements.

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<PAGE>   3



                              J R CONSULTING, INC.

                   CONSOLIDATED CONDENSED STATEMENT OF INCOME

   

<TABLE>
<CAPTION>
                                                        3 MONTHS ENDED

                                               (UNAUDITED)          (UNAUDITED)
                                                09/30/96             09/30/95
                                                 $'000                $'000
                                              --------------------------------
<S>                                           <C>                   <C>
Sales                                                 449                  157
Cost of sales                                         148                  124
                                              -----------           ----------

         Gross margin                                 301                   33

SG&A expenses                                         606                  121
Amortization of goodwill and patents                   15                  124
         Operating profit (loss)
                                              -----------           ----------

                                                     (320)                (212)

Loss on equity investment                              --                  118
Interest expense                                       --                    2
                                              -----------           ----------

         Pre-tax profit (loss)                       (320)                (332)

Income tax expenses                                    --                   --
                                              -----------           ----------

         Net income (loss)                           (320)                (332)
                                              ===========           ==========

Weighted average number of
common shares outstanding                      10,978,288            6,970,824

Net loss per share of common stock            $     (0.03)          $    (0.05)
</TABLE>
    


         The accompanying notes are an integral part of the consolidated
                              financial statements.


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<PAGE>   4



                              J R CONSULTING, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                            (UNAUDITED)     (UNAUDITED)
                                                           3 MONTHS ENDED  3 MONTHS ENDED
                                                              09/30/96        09/30/95
                                                               $'000           $'000
                                                           ------------------------------
<S>                                                        <C>             <C>  
Operating activities
         Net income (loss)                                     (320)          (332)
         Depreciation and amortization                           23            126
         Loss on equity investment                               --            118
         Provision for losses                                    --            (47)
         Decrease in inventory                                   60             --
         Change in other net operating assets                   240            (75)
         Other                                                   --            (16)
                                                               ----           ----

Net cash provided by (used in) operating activities               3           (226)

Investing activities
         Capital expenditures                                    (5)            (3)
         Investment in Autokraft                                 --           (150)
                                                               ----           ----

Net cash provided by (used in) investing activities              (5)          (153)

Financing activities
         Proceeds from stock                                     --            545
         Proceeds from loans to be converted to stock            23             --
                                                               ----           ----

Net cash provided by (used in) financing activities              23            545
                                                               ----           ----

Increase in cash                                                 21            166
Cash at July 1                                                   35             --
Cash at March 31                                                 56            166
</TABLE>


         The accompanying notes are an integral part of the consolidated
                              financial statements.


                                       -4-

<PAGE>   5



                              J R CONSULTING, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1

The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments considered necessary for a fair presentation have
been included, and such adjustments are of a normal recurring nature. Results
for interim periods should not be considered indicative of results for any other
interim period or for future years.

NOTE 2
   
On September 7, 1995, J R Consulting, Inc., through a series of transactions,
acquired all of the issued and outstanding capital stock of Classlife Limited
that later changed its name to Benatone Limited, a United Kingdom corporation,
in exchange for 977,015 shares of J R Consulting common stock. An additional
43,917 shares of J R Consulting common stock were issued and held in escrow
pending completion of the transaction. 12,917 of these shares were released in
January 1996 but the balance of 31,000 shares remain in escrow. The fair value
of the assets acquired approximated $41,000. Benatone, through its subsidiaries,
is engaged in the manufacture and sale of screw-less electrical accessories,
including electrical plugs. Benatone's results of operations have been included
in the Company's consolidated financial statements beginning as of September 7,
1995.
    

NOTE 3
   
On March 1, 1996, J R Consulting acquired all of the issued and outstanding
capital stock of Prima Eastwest Model Management, Inc. ("Prima"), a California
corporation, in exchange for 1,393,077 shares of J R Consulting common stock.
The fair value of the acquisition was assessed to be $55,723. Prima is a model
agency in Los Angeles, California, engaged in providing management services to
models and talents in the entertainment and beauty products industries. It also
provides related studio rental services in Los Angeles. Prima's results of
operations have been included only in the Company's consolidated financial
statements as of September 30, 1996. Had the results of Prima been included in
the results for the three months ended September 30, 1995, the unaudited
condensed consolidated statement of income for the Company would have been as
follows:
    


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<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED
                                               09/30/95
                                              (UNAUDITED)
                                                $'000
                                           ------------------
<S>                                        <C>    
Gross revenue                                        484

S, G & A expenses                                    725

Amortization of goodwill and patents                 124
                                              ----------
         Operating profit (loss)                    (365)

Miscellaneous income                                  (1)
Loss on equity investment                            118
Interest expense                                      61
                                              ----------
         Pre-tax profit (loss)                      (543)

Income tax expense                                    --
                                              ----------
         Net income (loss)                          (543)

Weighted average number of
common shares outstanding                      6,970,824

Net loss per share of common stock            $    (0.08)
</TABLE>


NOTE 4

On July 19, 1996, $23,000 was raised in exchange for 23,000 restricted shares of
J R Consulting common stock that may not be publicly sold prior to July 20,
1997. The stock had not been issued as at September 30, 1996.

On September 11, 1996, $100,000 was raised in exchange for 100,000 restricted
shares of J R Consulting common stock that may not be sold prior to September
12, 1997. The stock had not been issued as at September 30, 1996.

NOTE 5

No income taxes were paid during the three months ended September 30, 1996.

NOTE 6

The effects of non-cash investing and financing activities have been excluded
from the statement of cash flows in accordance with SFAS 95.

NOTE 7

Translation of these financial statements at September 30, 1996, is at the
mid-market rate of L.1 to $1.563, and for the three months then ended, at an
average rate of L.1 to $1.561.


                                      -6-


<PAGE>   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

   
While the gross margin for the Registrant for the quarter ended September 30,
1996 is significantly better than for the corresponding period in the previous
year ($301,000 compared with $33,000), the net loss is only marginally lower
($320,000 compared with $332,000).
    

The results of operation for the fiscal quarter ended September 30, 1996,
contain the results of the operations of both subsidiaries (Benatone Limited and
Prima Eastwest Model Management, Inc.) for the full quarter. The results of the
corresponding period in the previous year only covered the operations of one
subsidiary (Benatone Limited) and an investment in Autokraft Limited for less
than one month.

The performance of Benatone in the last quarter showed a significant improvement
on the corresponding period in the previous year. In the previous year, the
quarter represented the start of operations for Benatone and thus there were
initial transactions which will not be repeated. This is well demonstrated by
the S, G & A expenses, which were $121,000 for less than one month in the
previous year and $143,000 for the full three months for the last quarter. This
is a reflection of some one-time expenses on start up and a continuing program
of reducing operating costs.

The improvement in gross margin generated by Benatone for the last quarter did
not match the improvement in controlling costs but this was partly expected.
Although September is generally a good month for Benatone sales, July and August
are less reliable. The industry is extremely cyclical and from April to August,
sales are relatively slow compared to the remaining months. In addition, between
January and April 1996, Benatone terminated the sales team and replaced it with
a new motivated and professional sales team.

The results of the Registrant were further depressed in the corresponding
quarter last year by its share of losses incurred by Autokraft ($118,000). The
Registrant no longer holds an investment in Autokraft Limited.
   
The losses the Registrant would have incurred had the Registrant owned Prima in
the corresponding quarter of the previous year are shown on a pro forma basis in
the notes to the unaudited consolidated financial statements. It is clear that
Prima has shown a significant improvement since that time. The losses have
reduced from $210,000 to $112,000 for the quarter. However, a large part of this
improvement is due to the reduced interest expense ($59,000).
    
During the first four months that the Registrant owned Prima, the previous
management of Prima continued to manage its operations. Despite the Registrant
injecting significant funds into Prima, the results of Prima were unacceptable
to the management of the Registrant. Therefore, the management of the Registrant
became actively involved in the oversight of the operations of Prima. This
resulted in a major review of the staffing of Prima and the departure of the
remainder of the previous management of Prima except for the controller. The
expense of these changes is incorporated in the S, G & A expenses, but the
overall result was to reduce these expenses dramatically ($604,000 to $349,000)
for the quarter compared with the corresponding


                                      -7-

<PAGE>   8

quarter of the previous year. Unfortunately, with the new ownership and change
in management came uncertainty. As a result, many of the talent in the women's
division left Prima. Although very few of the talent in the men's division and
Profile (hair and makeup division) left Prima, the overall result on the sales
was relatively large ($451,000 to $249,000). Thus while there was a net
financial benefit to Prima by making the changes, it was significantly reduced
by the lower sales.

Following the acquisition of Prima, the Registrant concentrated on improving the
performance of its existing subsidiaries to consolidate its position without
further acquisitions. Consequently, the Registrant is continuing to review all
of its operations and keep capital expenditure to a minimum. This process is
expected to continue until a detailed plan, approved by the board of the
Registrant, of the future direction, development and expansion of each of the
subsidiaries is completed. Until that time, each subsidiary is continuing a
program of eliminating unnecessary expenditure and attempting to expand sales.













                                      -8-

<PAGE>   9


                                   SIGNATURES

   

         In accordance with the requirements of the Exchange Act, the registrant
caused this amendment to be signed on its behalf by the undersigned, thereunto
duly authorized.
    


                                    J R CONSULTING, INC.

   
Date:  May 15, 1998                 By: /s/ Peter Zachariou, President
                                        -------------------------------
                                        Peter Zachariou, President
    



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