U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               Form 10-QSB

(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended January 31, 1998.

 ....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.

Commission File No:   __0-22661__

                      SUNBURST ACQUISITIONS II, INC.
                 ---------------------------------------
                 (Name of small business in its charter)

      Colorado                              84-1388857
----------------------               -----------------------
(State or other                      (IRS Employer Id.  No.)
jurisdiction of Incorporation)

4807 South Zang Way        Morrison,  Colorado              80465
-------------------------------------------------------------------
(Address of Principal Office)                              Zip Code

Issuer's telephone number:    (303) 979-2404

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 _____

Applicable only to issuers involved in bankruptcy proceedings during
the past five years

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

  Yes _____ No _____

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  At 2/28/98 the
following shares of common were outstanding:  Preferred Stock, no par value, 
80,000 shares; Common Stock, no par value, 1,935,000 shares.

Transitional Small Business Disclosure
Format (Check one):
Yes _____     No __X__

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

       (a)  The unaudited financial statements of registrant for the
three months ended January 31, 1998, follow.  The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.



                      SUNBURST ACQUISITIONS II, INC.
                      (A Development Stage Company)

                          FINANCIAL STATEMENTS
                     Quarter Ended January 31, 1998
                               (Unaudited)

<PAGE>


                             CONTENTS


     Accountants' report                                  F-1
     Balance Sheet                                        F-2
     Statement of Loss and Accumulated Deficit            F-3
     Statements of Cash Flows                             F-4
     Notes to Financial Statements                        F-5

<PAGE>

                   ACCOUNTANTS' REPORT



The Board of Directors and Stockholder of
Sunburst Acquisitions II, Inc.

The accompanying balance sheet of the Sunburst Acquisitions II, Inc. (a 
development stage company) as of January 31, 1998, and the related statements of
loss and accumulated deficit and cash flows for the period then ended were not 
audited by us and according we do not express an opinion on them.


Denver, Colorado
March 10, 1998


                                              COMISKEY & COMPANY
                                              PROFESSIONAL CORPORATION

                                    F-1

<PAGE>

                         Sunburst Acquisitions II, Inc.
                         (A Development Stage Company)
                                BALANCE SHEET
                              January 31, 1998
                                 (Unaudited)

<TABLE>
<S>                                                 <C>

ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                        $    2,397
                                                     ---------
     TOTAL CURRENT ASSETS                           $    2,397

OTHER ASSETS:
   Organizational costs (net
     of amortization)                                      255
                                                      --------
     TOTAL ASSETS                                        2,652
                                                    $ ========

  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable - related party                 $      273
                                                     ---------
     TOTAL CURRENT LIABILITIES                             273

STOCKHOLDERS' EQUITY
   Common stock, no par value;
     100,000,000 shares authorized;
     1,935,000 shares issued and
     outstanding                                         1,935
   Preferred stock, no par value
     20,000,000 shares authorized;
     80,000 shares issued and outstanding                8,000
   Additional paid-in capital                              450
   Deficit accumulated
     during the
     development stage                                  (8,006)
                                                      --------
   Total stockholders' equity                            2,379
                                                      --------
     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY                                            2,652
                                                    $ ========
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                   F-2

<PAGE>

                             Sunburst Acquisitions II, Inc.
                             (A Development Stage Company)
                       STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
            For the period from inception(March 24, 1997) to January 31, 1998
                                    (Unaudited)


<TABLE>
<S>                               <C>                <C>                <C>
                                  For the period     
                                  from inception     
                                  (March 24          For the three      For the nine
                                  1997) to           months ended       months ended
                                  January 31, 1998   January 31, 1998   January 31, 1998
                                  ----------------   ----------------   ----------------

REVENUES                         $               -  $               -  $               -
                                  ----------------   ----------------   ----------------

EXPENSES
  Amortization                                  45                 15                 45
  Legal and accounting            -          4,550                368              2,077
  Office expense                               556                159                533
  Rent expense                                 450                150                450
  Consulting fees                            1,935                  -                  -
  Travel                                       220                125                220
  Transfer agent fees                          250                  -                250
                                  ----------------   ----------------   ----------------

      TOTAL EXPENSES                         8,006                817              3,575
                                  ----------------   ----------------   ----------------
NET LOSS                                    (8,006)              (817)            (3,575)

Accumulated deficit
  Balance, Beginning of period                   -             (7,189)            (4,431)
                                  ----------------   ----------------   ----------------

 Balance, End of period          $          (8,006) $          (8,006) $          (8,006)
                                  ================   ================   ================

NET LOSS PER SHARE               $            (NIL) $            (NIL) $            (NIL)
                                  ================   ================   ================

WEIGHTED AVERAGE NUMBER OF 
  SHARES OF COMMON STOCK AND 
  COMMON STOCK EQUIVALENTS 
  OUTSTANDING                            2,095,000          2,095,000          2,095,000
                                  ================   ================   ================

</TABLE>
The accompanying notes are an integral part of these financial statements.
                                  F-3

<PAGE>

                               Sunburst Acquisitions II, Inc.
                               (A Development Stage Company)
                                 STATEMENTS OF CASH FLOW
         For the period from inception(March 24, 1997) to January 31, 1998
                                        (unaudited)

<TABLE>
<S>                               <C>                   <C>
                                  For the period
                                  from inception
                                  (March 24,            For the nine
                                  1997) to              months ended
                                  January 31, 1998      January 31, 1998
                                  ----------------      ----------------

CASH FLOWS FROM 
    OPERATING ACTIVITIES:

  Net Loss                       $          (8,006)    $          (3,575)
  Noncash items included
   in net loss:
    Amortization                                45                    45
    Rent expense                               450                   450
    Stock issued for
     consulting fees                         1,935                     -
Increase in accounts
    payable - related party                    273                     -
                                  ----------------      ----------------

  Net cash used by
   operating activities                     (5,303)               (3,080)

CASH FLOWS FROM 
    INVESTING ACTIVITIES

  Organization costs                          (300)                    -
                                  ----------------      ----------------

  Net cash used by
   investing activities                       (300)                    -

CASH FLOWS FROM
    FINANCING ACTIVITIES

  Issuance of preferred
   stock                                     8,000                     -
                                  ----------------      ----------------

  Net cash provided
   financing activities                      8,000                     -
                                  ----------------      ----------------

  Net increase (decrease)
   in cash and cash
   equivalents                               2,397                (3,080)

CASH AND CASH EQUIVALENTS,
  Beginning of Period                            -                 5,477
                                  ----------------      ----------------

CASH AND CASH EQUIVALENTS,
 End of Period                   $           2,397     $           2,397
                                  ================      ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                 F-4

<PAGE>

                          Sunburst Acquisitions II, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 1998


1.  Management's Representation of Interim Financial Information
    ------------------------------------------------------------

The accompanying financial statements have been prepared by Sunburst 
Acquisitions II, Inc. without audit pursuant to the rules and regulations of 
the Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted 
as allowed by such rules and regulations, and management believes that the 
disclosures are adequate to make the information presented not misleading.  
These financial statements include all of the adjustments which, in the opinion
of management, are necessary to a fair presentation of financial position and 
results of operations.  All such adjustments are of a normal and recurring 
nature.  These financial statements should be read in conjunction with the 
audited financial statements at April 30, 1997.


                                       F-5

<PAGE>

Item 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS.

Liquidity and Capital Resources

        The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity other than the receipt of net proceeds
in the amount of $8,000 from its inside capitalization funds. 
Consequently, the Company's balance sheet for the period ending January
31, 1998, reflects a current asset value of $2,397 and a total asset value
of $2,652, primarily in the form of cash.

        The Company will carry out its plan of business as discussed
above.  The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a
business combination or whether its capital will be further depleted by
the operating losses (if any) of the business entity which the Company
may eventually acquire.

Results of Operations

        During the period from March 24, 1997 (inception) through
January 31, 1998, the Company has engaged in no significant operations
other than organizational activities, acquisition of capital and preparation
for registration of its securities under the Securities Exchange Act of
1934, as amended.  No revenues were received by the Company during
this period.

        For the current fiscal year, the Company anticipates incurring a
loss as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates.  The
Company anticipates that until a business combination is completed with
an acquisition candidate, it will not generate revenues, and may continue
to operate at a loss after completing a business combination, depending 
upon the performance of the acquired business.

Need for Additional Financing

        The Company believes that its existing capital will be sufficient
to meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended, for a period of approximately one year. 
Accordingly, in the event the Company is able to complete a business
combination during this period, it anticipates that its existing capital will
be sufficient to allow it to accomplish the goal of completing a business
combination.  There is no assurance, however, that the available funds
will ultimately prove to be adequate to allow it to complete a business
combination, and once a business combination is completed, the
Company's needs for additional financing are likely to increase
substantially.

        No commitments to provide additional funds have been made by
management or other stockholders.  Accordingly, there can be no
assurance that any additional funds will be available to the Company to
allow it to cover its expenses.

        Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company
might seek to compensate providers of services by issuances of stock in
lieu of cash.

PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)  EXHIBIT 27 - FINANCIAL DATA SCHEDULE

       There have been no reports on Form 8-K for the quarter ending
January 31, 1998.

<PAGE>
Signatures

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

SUNBURST ACQUISITIONS II, INC.
(Registrant)

Date: March 15, 1998

/s/
Mike Quinn, President