SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

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

               For the Quarterly Period ended: December 31, 1998

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

    For the transition period from ___________________ to _________________

                         Commission file number 0-13215

                               JNS MARKETING. INC.
                               -------------------
        (Exact name of small business issuer as specified in its charter)

           Colorado                                      84-0940146
           --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

               1050 17th Street, Suite 1700 Denver. Colorado 80265
               ---------------------------------------------------
                    (Address of principal executive offices)

                                 (303) 292-3883
                                 --------------
                           (Issuer's telephone number)


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

Check  whether  the  registrant  (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

As of December 31, 1998, 251,822 shares of common stock were outstanding.

Transitional Small Business Disclosure Format: Yes _____    No  X
                                                                      

<PAGE>

                          PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.
-----------------------------

     For  financial  information,  please see the financial  statements  and the
notes thereto, attached hereto and incorporated herein by this reference.

     The financial statements have been prepared by JNS Marketing,  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 September
30, 1998, included in the Company's Form 10-SB.

Item 2. Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------

     (a)  Plan of Operation. JNS Marketing, Inc. (the "Company") intends to seek
          to acquire assets or shares of an entity actively  engaged in business
          which generates revenues,  m exchange for its securities.  The Company
          has no  particular  acquisitions  in mind and has not entered into any
          negotiations  regarding  such an  acquisition.  As of the date of this
          report,  the Company  has no plans,  arrangements,  understandings  or
          commitments with respect to any potential  merger or acquisition,  nor
          is the Company engaged in negotiations with respect to such matter.

          If required to so do under  relevant  law,  management  of the Company
          will seek shareholder approval of a proposed merger or acquisition via
          a Proxy  Statement.  However,  such  approval  would be assured  where
          management  supports such a business  transaction  because  management
          presently  controls  sufficient  shares of the Company to effectuate a
          positive  vote on the proposed  transaction.  Further,  a  prospective
          transaction  may be  structured  so that  shareholder  approval is not
          required,  and such a transaction  may be  effectuated by the Board of
          Directors without shareholder approval. While any disclosure which may
          be provided to shareholders may include audited  financial  statements
          of such a target  entity,  there is no  assurance  that  such  audited
          financial  statements  will be available.  The Board of Directors does
          intend to obtain  certain  assurances  of value of the  target  entity
          assets  prior  to  consummating  such  a  transaction,   with  further
          assurances that an audited  statement would be provided within 60 days
          after  closing  of  such a  transaction.  Closing  documents  relative
          thereto  will  include  representations  that the value of the  assets
          conveyed to or otherwise so  transferred  will not  materially  differ
          from the  representations  included in such closing documents,  or the
          transaction will be voidable.

                                       2
<PAGE>


     (b)  Liquidity and Capital Resources. At December 31, 1998, the Company had
          no material  cash or other  assets  with which to conduct  operations.
          There can be no  assurance  that the Company  will be able to complete
          its business plan and to exploit fully any business  opportunity  that
          management may be able to locate on behalf of the Company.  Due to the
          lack of a  specified  business  opportunity,  the Company is unable to
          predict the period for which it can conduct  operations.  Accordingly,
          the Company will need to seek additional  financing through loans, the
          sale and issuance of  additional  debt and/or  equity  securities,  or
          other  financing  arrangements.  Management  of the  Company  and  its
          counsel have advised that they will pay certain  costs and expenses of
          the Company from their  personal funds as interest free loans in order
          to facilitate  development of the Company's business plan.  Management
          believes that the Company has inadequate working capital to pursue any
          operations at this time; however, loans to the Company from management
          and its counsel may  facilitate  development of the business plan. For
          the foreseeable future, the Company through its management and counsel
          intend to pursue  acquisitions as a means to develop the Company.  The
          Company does not intend to pay dividends in the foreseeable future. As
          of the end of the reporting  period,  the Company had no material cash
          or cash  equivalents.  There  was no  significant  change  in  working
          capital during this quarter.

     (c)  Year 2000  issues  "Year  2000  problems"  result  primarily  from the
          inability of some computer  software to properly store,  recall or use
          data after  December  31,  1999.  The Company is engaged  primarily in
          organizational and fund raising  activities and accordingly,  does not
          rely on information technology ("IT") systems. Accordingly the Company
          does not  believe  that it will be  materially  affected  by Year 2000
          problems.  The Company  relies on non-IT  systems that may suffer from
          Year 2000 problems including  telephone  systems,  facsimile and other
          office machines.  Moreover,  the Company relies on third-parties  that
          may suffer from Year 2000  problems  that could  affect the  Company's
          operations  including  banks and utilities.  In light of the Company's
          minimal  operations,  the Company  does not  believe  that such non-IT
          systems or third-party Year 2000 problems will affect the Company in a
          manner that is different or more substantial than such problems affect
          other similarly situated companies. Consequently, the Company does not
          currently  intend  to  conduct  a  readiness  assessment  of Year 2000
          problems or develop a detained  contingency  plan with respect to Year
          2000 problems that may affect the Company or third-parties.

          The foregoing is a "Year 2000 Readiness Disclosure" within the meaning
          of the Year 2000 Information and Readiness Disclosure Act of 1998.


                                       3
<PAGE>

                              Financial Statements
                              --------------------

                               JNS MARKETING. INC.
                               -------------------
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET
                                   (Unaudited)
                                     ASSETS

                                                                    December 31,
                                                                        1998
                                                                        ----
CURRENT ASSETS:
  Cash                                                                $   3,246
                                                                      ---------
    Total current assets                                                  3,246
                                                                      ---------
                                                                      $   3,246
                                                                      =========

                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable, trade                                             $   4,346
  Payable to shareholders                                                 9,250
                                                                      ---------
    Total current liabilities                                            13,596
                                                                      ---------

SHAREHOLDERS' DEFICIT:

  Common stock, 50,000,000 shares authorized,
  No par value; 251,822 shares issued and
  outstanding                                                           932,372
  Deficit accumulated during development stage                         (942,722)
                                                                      ---------
    Total shareholders' deficit                                         (10,350)
                                                                      ---------


                                                                      $   3,246
                                                                      =========



               See accompanying notes to these fnancial statements

                                       4


<PAGE>

                               JNS MARKETING, INC.
                               -------------------
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                                 Cumulative from
                                                                    Inception
                                                                  (July 15,1983)
                                                                         To
                                                December 31         December 31
                                             1998         1997          1998
                                             ----         ----          ----

Operating revenue                          $    --      $    --      $  24,175

Operating expenses                               131        3,315      666,204
                                           ---------    ---------    ---------
                                                 131        3,315     (642,029)

Other income and expense:
  Interest income                               --           --        166,403
  Interest expense                              --           --        (68,108)
  Other                                         --           --       (398,988)
                                           ---------    ---------    ---------

                                                --           --       (300,693)
                                           ---------    ---------    ---------

(Loss) before income taxes                      (130)      (3,315)    (942,722)

Provision for income taxes                      --           --           --
                                           ---------    ---------    ---------

Net (loss)                                 $    (130)   $  (3,315)   $(942,722)
                                           =========    =========    =========

Per share information:
  Basic and diluted (loss) per common
   Share                                   $    --      $    (.01)   $  (12.26)
                                           =========    =========    =========
Weighted average shares outstanding          251,822      251,822       76,884
                                           =========    =========    =========




              See accompanying notes to these financial statements


                                       5
<PAGE>

                               JNS MARKETING INC.
                               ------------------
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                                   July 15, 1983
                                                                    (inception)
                                              Nine Months Ended       Through
                                                 September 30,      Septemer 30,
                                               1998        1997         1998
                                               ----        ----         ----

Net income (loss)                          $    (130)   $  (3,323)   $(942,722)

Transactions not requiring cash:
  Depreciation and amortization                                         98,818
  Stock issued for services inventory                                   19,000
  Forgiveness of indebtedness                                         (110,791)
  Loss on investments                                                  476,583
  Bad debts                                                             20,000
  Abandonment of partnership interest                                   18,600
Change in assets and liabilities:
  Increase (decrease) in accounts
    Payable                                      130        4,500        4,346
                                           ---------    ---------    ---------

Total adjustments                                130        4,500      526,556

Net cash provided by (used in)
  operating activities                          --          1,185     (416,166)
                                           ---------    ---------    ---------

Cash flows from financing activities:
  Proceeds from notes payable                                          141,853
  Advances from shareholders                                             9,250
  Accounts payable                                                       4,436
  Repayment of notes payable                                           (12,000)
  Common stock sold for cash                                           325,737
  Payment for cancellation of stock             --           --        (49,865)
                                           ---------    ---------    ---------
Net cash provided by (used in)
  financing activities                          --           --        419,411
                                           ---------    ---------    ---------

Increase (decrease) in cash                     --          1,185        3,245
                                           ---------    ---------    ---------

Cash and cash equivalents at
  beginning of period                          3,245        2,138         --
                                           ---------    ---------    ---------

Cash and cash equivalents at
  end of period                            $   3,245    $   3,245    $   3,245
                                           =========    =========    =========




              See accompanying notes to these financial statements

                                       6


<PAGE>



                               JNS MARKETING INC.
                               ------------------

                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

     In the  opinion  of  management,  all  adjustments,  consisting  of  normal
     recurring  accruals,   have  been  made  that  are  necessary  for  a  fair
     presentation of the financial  position of the Company at December 31, 1998
     and the results of  operations  and cash flows for the three month  periods
     ended December 31, 1998 and 1997 and cumulative since inception to December
     31, 1998. Quarterly results are not necessarily  indicative of the expected
     annual  results.  For  a  more  complete  understanding  of  the  Company's
     operations  and  financial  position,  reference  is made to the  financial
     statements  of the  Company  and  related  notes  thereto,  filed  with the
     Company's  annual  report on Form 10-KSB for the year ended  September  30,
     1998,  previously filed with the U.S.  Securities and Exchange  Commission.
     Common Stock On March 3, 1999 the Company  effected a reverse  split of 100
     to one and the  financial  statements  are  adjusted  to reflect the change
     retroactively.

2.   Common Stock

     On March 3, 1999,  the Company  effected a reverse  split of 100 to one and
     the financial statements are adjusted to reflect the change retroactively.



                                       7
<PAGE>

                           PART II--OTHER INFORMATION

Item 1. Legal Proceedings.
--------------------------

     There are no pending legal proceedings, and the Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party or to which its
property is subject.

Item 2. Changes in Securities.
------------------------------

     (a) There have been no  material  modifications  in any of the  instruments
defining  the  rights  of  the  holders  of  any  of  the  Company's  registered
securities.

     (b) None of the rights  evidenced by any class of the Company's  registered
securities  have  been  materially  limited  or  qualified  by the  issuance  or
modification of any other class of the Company's securities.

Item 3. Defaults Upon Senior Securities.
----------------------------------------

     (Not applicable)

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

     (Not applicable)

Item 5. Other Information.
--------------------------

     (Not applicable)

Item 6. Exhibits and Reports on Form 8-K.
-----------------------------------------

     (a)  Exhibits

          No exhibits as set forth in Regulation  SB, are  considered  necessary
          for this filing.

     (b)  Reports on Form,-K

          No reports on Form 8-K were filed  during the  quarter  for which this
          report is filed.


                                        8

<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
as amended,  the registrant caused this report to be signed on its behalf by the
undersigned, "hereunto duly authorized.

                                         JNS MARKETING, INC.


                                         /s/ David J. Gregarek
Date: March 22, 1999                     ---------------------------------------
                                         David J. Gregarek, Secretary, Treasurer




                                       9