FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

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

For the Three Months Ended              Commission File Number
March 31, 1997                          33-81666

                      JUNO ACQUISITIONS, INC.

      (Exact Name of Registrant as Specified in its Charter)

     NEVADA                             13-3690905

(State of Other Jurisdiction of         I.R.S. Employer
Incorporation or Organization)          Identification No.

370 Lexington Avenue, 18th Floor, New York, New York   10017

(Address of Principal Executive Offices)               Zip Code

Registrant's Telephone Number, Including Area Code (212) 687-4230

Indicate  by  check  mark  whether the registrant (1) has filed all reports
required to be filed by Section  13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months  (or  for  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 PRECEDING FIVE YEARS:

Indicate  by  check  mark  whether  the  issuer has filed all documents and
reports required to be filed by Sections 2,  13  or 15(d) of the Securities
Act  of  1934  subsequent to the distribution of securities  under  a  plan
confirmed by a court.  Yes      No

               APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number  of  shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock $.001 par value,      813,590
     (Title of Class)              (Shares outstanding at
                                        March 31, 1997)



<PAGE>


                      JUNO ACQUISITIONS, INC.



                               INDEX

                                                  PAGE

PART I    FINANCIAL INFORMATION

ITEM 1    Consolidated Financial Statements

          Consolidated Balance Sheet as of
          March 31, 1997 (unaudited) and
          December 31, 1996                       3

          Consolidated Statement of Operations
          For the Three Months Ended March 31,
          1997 and 1996 (unaudited)               4

          Consolidated Statement of Stockholders'
          Equity (unaudited)                      5

          Consolidated Statement of Cash Flows For
          the Three Months Ended March 31, 1997
          & 1996 (unaudited)                      6

          Notes to Consolidated Financial
          Statements                              7-9


ITEM 2    Management's Discussion and
          Analysis of Results of Operations       10







<PAGE>3


                          JUNO ACQUISITIONS, INC.
                        (A Development Stage Company)
                         CONSOLIDATED BALANCE SHEET

                                   ASSETS
                                                   March 31,
                                                     1997         December 31,
                                                   (UNAUDITED)       1996
CURRENT ASSETS
  Cash (Note 1)                                    $ 30,018       $ 70,188
  Fixed Assets-Net of Depreciation (Note 1)           3,394          3,528

OTHER ASSETS
  Organization Costs-Net of Amortization(Note 1)         82            113
                                                   --------       --------
 TOTAL ASSETS                                      $ 33,494       $ 73,829
                                                   ========       ========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payables and Accrued Expenses           $  2,457       $  3,911
  Notes Payables (Note 2)                               -0-         29,375
                                                    -------       --------
 TOTAL LIABILITIES                                 $  2,457       $ 33,286

Commitments and Other Matters (Note 4)

STOCKHOLDERS' EQUITY (Note 3)
  Common Stock, par value $.001; authorized
  75,000,000 shares, 813,590 shares
  issued and outstanding at March 31, 1997
  and December 31, 1996, respectively                   814            814

  Preferred Stock, par value $.001 authorized
  15,000,000 shares, none issued and outstanding        -0-            -0-

  Additional Paid-In Capital                         74,476         74,476

  Deficit Accumulated During Development Stage      (44,253)       (34,747)
                                                     ------         ------
 TOTAL STOCKHOLDERS' EQUITY                          31,037         40,543
                                                     ------         ------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 33,494       $ 73,829
                                                     ======         ======



The accompanying notes are an integral part of this financial statement.


<PAGE>4

                           JUNO ACQUISITIONS, INC.
                        (A Development Stage Company)

                    CONSOLIDATED STATEMENT OF OPERATIONS
                                 (UNAUDITED)

                               FOR THE PERIODS

                                         January   January   November 16, 1992
                                         1, to     1, to       (Inception)
                                         March 31, March 31,    through
                                           1997      1996    MARCH 31, 1997

INTEREST INCOME:                         $    -0-  $    -0-  $    -0-
                                         --------  --------  --------
EXPENSES:

  Corporation Franchise Taxes            $    -0-  $    -0-  $  2,090
  Filing Fees                                 400       575     4,464
  Depreciation & Amortization                 165        31       894
  Bank Charges                                -0-        75     1,311
  Interest (Note 2)                           691       438     5,193
  Professional Fees                         8,250     1,100    30,301
                                         --------  --------  --------
  Total Expenses                            9,506     2,219    44,253
                                         --------  --------  --------
NET LOSS                                 $ (9,506) $ (2,219) $(44,253)
                                         ========  ========  ========

NET LOSS PER COMMON SHARE                $(   .01) $(   .00)
                                         ========  ========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                        813,590   800,000
                                         ========  ========





The accompanying notes are an integral part of this financial statement.


<PAGE>5

                           JUNO ACQUISITIONS, INC.
                        (A Development Stage Company)

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                               MARCH 31, 1997
                                 (UNAUDITED)

                                                                  Total
                                         Additional               Stock-
                               Common    Paid-In   Accumulated    Holders
                               STOCK     CAPITAL   (DEFICIT)      EQUITY

Issuance of Common Shares on
 November 16, 1992 at par value
 ($.001 per share) For Cash    $792      $  1,208                 $  2,000

Net Loss-Inception to December
 31, 1993                                          $ (1,326)        (1,326)

Net Loss                                             (2,101)        (2,101)
                               ----      --------  --------       --------

Balance-December 31, 1994       792         1,208    (3,427)        (1,427)

Sale of 8,000 Shares-
 July, 1995                       8        49,992                   50,000

Deferred Offering Costs Charged
 to Paid-In Capital                       (22,687)                 (22,687)

Net Loss-December 31, 1995                           (7,150)        (7,150)
                               ----        ------     -----         ------
Balance-December 31, 1995       800        28,513   (10,577)        18,736

Issuance of Common Shares in
 exchange for Crijen stock       14        45,963                   45,977

Net Loss                                            (24,170)       (24,170)
                               ----        ------    ------         ------

Balance-December 31, 1996       814        74,476   (34,747)        40,543

Net Loss                                             (9,506)        (9,506)
                               ----        ------    ------         ------
Balance-March 31, 1997         $814      $ 74,476  $(44,253)      $ 31,037
                               ====        ======    ======         ======






The accompanying notes are an integral part of this financial statement.


<PAGE>6


                           JUNO ACQUISITIONS, INC.
                        (A Development Stage Company)

                    CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (UNAUDITED)

                               FOR THE PERIODS

                                    January   January   November 16, 1992
                                    1, to     1, to        (Inception)
                                    March 31, March 31,      through
                                      1997      1996     MARCH 31, 1997

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Loss                          $( 9,506) $(24,170)    $(44,253)

  Adjustments to reconcile net loss
  to net cash used in operating
  activities

  Depreciation & Amortization            165       347          894

CHANGES IN ASSETS AND LIABILITIES:

  Escrow Account                         -0-    45,000          -0-
  Other Assets                           -0-       -0-         (619)
  Other Liabilities                  (1,454)     4,900        6,832
                                      -----     ------        -----
Cash Provided (Used) in
 Operations                         (10,795)    26,077       (37,146)
                                     ------     ------        ------

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of Fixed Assets              -0-    (3,751)       (3,751)
                                     -------    ------        ------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Issuance of Debt                  (29,375)       -0-        (4,375)
  Issuance of Common Stock-
   Net of Costs                         -0-     45,977        75,290
                                     ------     ------        ------
Net Cash Provided by (Used in)
 Financing Activities               (29,375)    45,977        70,915
                                     ------     ------        ------
NET INCREASE (DECREASE) IN
 CASH                               (40,170)    68,303        30,018

CASH - BEGINNING                     70,188      1,885           -0-
                                     ------     ------        ------
CASH - ENDING                       $30,018   $ 70,188     $  30,018
                                     ======     ======        ======

The accompanying notes are an integral part of this financial statement.


<PAGE>7

                      JUNO ACQUISITIONS, INC.
                   (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          MARCH 31, 1997


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

BACKGROUND

     Juno Acquisitions, Inc.  (the Company) was organized under the laws of
the State of Nevada on November  16,  1992.   Its  purpose  is to provide a
vehicle  to acquire or merge with another entity.  On March 15,  1996,  the
Company entered  into  an  acquisition agreement to acquire 100% of all the
outstanding capital stock of  Crijen Ltd., a business corporation organized
under the laws of New Brunswick,  a  province  of  Canada.   Crijen Ltd., a
development stage company, holds an exclusive license granted to develop an
optoelectric  drum  input  system.   A  post-effective  amendment  to   the
registration  statement  of Juno Acquisitions Inc. which was filed with the
Securities and Exchange Commission  and  was declared effective on June 19,
1996.  On July 19, 1996, 100% of the shareholders  ratified the acquisition
of Crijen Ltd.

     The  acquisition  was  accounted  for  using  the purchase  method  of
accounting whereby the assets purchased are recorded  at  fair market value
at  time  of acquisition.  Accordingly, the activity of Crijen  Inc.  since
July  19,  1996,   has   been  included  in  these  consolidated  financial
statements.   Since both Company's  have  not  yet  begun  operations,  the
consolidated entity is considered a development stage company.

BASIS OF PRESENTATION

     The unaudited  consolidated  financial statements included herein have
been  prepared  by  Juno Acquisitions,  Inc.  pursuant  to  the  rules  and
regulations of the Securities  and  Exchange  Commission.   These financial
statements  reflect,  in the opinion of management, all adjustments  (which
include only normal recurring  adjustments) necessary to present fairly the
financial position and results of  operations  as  of  and  for the periods
indicated.  Certain information and footnote disclosures normally  included
in  financial  statements  prepared  in  accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes  the  disclosures  which are
made,  when  read  in  conjunction  with  the audited fiscal 1996 financial
statements, are adequate to make the information presented not misleading.

FIXED ASSETS

     Fixed assets are stated at fair market value at the time of acquisition
and are being depreciated over seven years by use of the straight line
method.

ORGANIZATION COSTS

     Organization costs are being amortized on the straight line method
over a period of five years.


<PAGE>8


                      JUNO ACQUISITIONS, INC.
                   (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          MARCH 31, 1997
                            (CONTINUED)



LOSS PER SHARE OF COMMON STOCK

     Net loss per share of common stock  is  based  on the weighted average
number of shares outstanding during each period.

ESTIMATES

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

NOTE 2 - NOTES PAYABLE

     In June, 1994, the Company borrowed  an  aggregate  of $25,000 bearing
interest at the rate of 7% per annum and payable at the consummation  of  a
Business  Combination.   On  March 11, 1997, the Company repaid the $25,000
loan plus accrued interest of $5,066.

NOTE 3 - STOCKHOLDERS' EQUITY

     The Company is authorized to issue 75,000,000 common shares with a par
value of $.001, and 15,000,000  blank  check  preferred  shares  with a par
value  of  $.001.   On  November  16,  1992, the Company issued a total  of
792,000  shares  of  its  common  stock  to  its   officers   for  a  total
consideration of $2,000 ($.003 per share).

     On  January  23,  1995,  the  Company's  initial  public offering  was
declared  effective.   In  connection  therewith, the Company  offer  8,000
shares of common stock (par value $.001  per share) at $6.25 per share.  On
July  25, 1995, the Company sold the 8,000  shares  and  received  the  net
proceeds  of  $45,000 which were deposited in an escrow account pursuant to
Rule 419 of the  Securities Act of 1933.  The Company also included $22,687
in connection with  the  public  offering  which  were  charged against the
proceeds.

     As  discussed  in note 1, on July 19, 1996, with the approval  of  the
public shareholders,  the Company acquired 100% of the outstanding stock of
Crijen Ltd.  Accordingly, the net proceeds of the offering of $45,000 which
was deposited in the escrow  account was released to the Company.  Pursuant
to the acquisition agreement, the Company issued the following:

     a.   3,500 restricted shares of common stock in exchange for one share
of Crijen common stock to Crijen's president.

     b.   10,090 restricted shares  of  common  stock in exchange for 9,000
shares of Crijen Class A preferred stock.


<PAGE>9

                            JUNO ACQUISITIONS, INC.
                         (A Development Stage Company)

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                MARCH 31, 1997
                                 (CONTINUED)


NOTE 4 - COMMITMENTS AND OTHER MATTERS

     a.   The  Company  currently  utilizes the office  of  its  President.
Pursuant to an oral agreement, these facilities are provided for rent free.

     b.   Certain conflicts of interest  have  existed and will continue to
exist  between  management, their affiliates and the  Company.   Management
have other interests  including  business  interests  to  which they devote
their primary attention.  Management may continue to do so not withstanding
the  fact  that  management time should be devoted to the business  of  the
Company and in addition,  management may negotiate an acquisition resulting
in a conflict of interest and  possibly,  a  breach  of  directors' duty of
loyalty to the Company.





<PAGE>10


                      JUNO ACQUISITIONS, INC.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

                          MARCH 31, 1997


     At  March  31,  1997, the Company's cash balance amounted  to  $30,018
while  current liabilities  amounted  to  $2,457.   These  amounts  reflect
repayment of the Company's loan.

     For  the  current  period  ended  March  31,  1997  as well as for the
previous  period  ended  March  31,  1996,  the  Company had no operational
activities  other  than  those  relating  to  the  public   offering.   The
continuation  of  the  Company  as a going concern are dependent  upon  the
Company's ability to obtain additional  financing or have future profitable
operations.

PART II   OTHER INFORMATION

Item 1    LEGAL PROCEEDINGS - None

Item 2    CHANGES IN SECURITIES - None

Item 3    DEFAULTS UPON SENIOR SECURITIES - None

Item 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
          - None

Item 5    OTHER INFORMATION - None

Item 6    EXHIBITS AND REPORTS ON FORM 8-K - None


                            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.

                         JUNO ACQUISITIONS, INC.


                         By:  GARY TAKATA
                              Gary Takata
                              President, Secretary and Director

Date: May 7, 1997