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, 1997

         [ ]   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, 1997, 25,182,245 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, 1997, included in the Company's Form 10-KSB.

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,  in  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.

     (b) Liquidity and Capital Resources.  At December 31, 1997, 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.


                                       -2-



<PAGE>




                               JNS MARKETING, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET


                                     ASSETS


                                                    December 31,   September 30,
                                                        1997           1997
                                                      ---------     ---------
                                                     (unaudited)    (audited)

CURRENT ASSETS:

   Cash                                               $   3,323     $   2,138
                                                      ---------     ---------

   Total current assets                                   3,323         2,138
                                                      ---------     ---------

   Total assets                                       $   3,323     $   2,138
                                                      =========     =========


                      LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities:

   Accounts Payable - shareholders                    $   4,500     $    --
                                                      ---------     ---------

   Total current liabilities                          $   4,500     $    --
                                                      ---------     ---------


Shareholders Equity:
   Common stock, no par value, 50,000,000
     authorized, 25,182,245 shares issued
     and outstanding at December 31, 1997
     and September 30, 1997                           $ 932,372     $ 932,372
                                                      ---------     ---------

   Accumulated deficit during development stage        (933,549)     (930,234)
                                                      ---------     ---------

   Total stockholders equity (deficit)                   (1,177)        2,138
                                                      ---------     ---------

   Total liabilities and shareholders equity          $   3,323     $   2,138
                                                      =========     =========



                                       -3-



<PAGE>

                               JNS MARKETING, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS


                                                                   Inception
                                          Three months ended  (July 15, 1983) to
                                           December 31, 1997   December 31, 1997
                                           -----------------   -----------------
                                              (unaudited)         (unaudited)

Operating Revenue                             $       --         $     24,175
                                              ------------       ------------

Costs and Expenses:
     Sales and marketing                                               60,432
     General and administrative                      3,315            497,781
     Depreciation and amortization                                     98,818
                                              ------------       ------------
                                                     3,315            657,031
                                              ------------       ------------

     Loss from operations                           (3,315)          (632,856)
                                              ------------       ------------

Other income (expense):
     Debt forgiveness                                 --              110,791
     Other Income                                     --                9,211
     Interest income                                  --              166,403
     Interest expense                                 --              (68,108)
     Other expense                                    --               (1,807)
     Abandonment of interest in
       limited partnership                            --              (18,600)
     Refunds                                          --               (2,000)
     Bad debts                                        --              (20,000)
     Loss on Tri-Party purchase and sale              --              (50,000)
     Loss due to decline in value of
       investments                                    --             (426,583)
                                                      --             (300,693)

Income (loss) before provision for
  income tax benefit                                (3,315)          (933,549)

Provision for income tax                              --                 --

     Net Income (loss)                              (3,315)          (933,549)
                                              ============       ============

     Net income (loss) per common share       $       --         $        104
                                              ============       ============

     Weighted average number of
     shares outstanding                       $ 25,182,245       $  8,988,028
                                              ============       ============


                                       -4-



<PAGE>
<TABLE>
<CAPTION>


                                 JNS MARKETING, INC.
                            (A Development Stage Company)
                               STATEMENT OF CASH FLOWS


                                               Three months ended  Twelve months ended
                                                December 31, 1997  September 30, 1997
                                                -----------------  ------------------
                                                   (unaudited)          (audited)

Cash flows from operating activities
<S>                                                  <C>                <C>      
     Net Income (loss)                               $ (3,315)          $ (2,092)

     Change in assets and liabilities:
       Increase (decrease) in accounts payable          4,500            (15,905)
                                                     --------           --------

         Net cash used by operating activities          1,185            (17,997)
                                                     --------           --------


Cash flows from financing activities:
     Proceeds received from issuance of stock            --               70,000
     Payments on cancellation on stock redemption        --              (49,865)

         Net cash provided by financing activities       --               20,135
                                                     --------           --------

         Net increase in cash                           1,185              2,138

Cash, beginning of period                            $  2,138           $   --
                                                     --------           --------

Cash, end of period                                  $  3,323           $  2,138
                                                     ========           ========



                                         -5-


</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                  JNS MARKETING, INC.
                                             (A Development Stage Company)
                                           STATEMENT OF STOCKHOLDERS' EQUITY
                                                      (Unaudited)
                                                                                             Deficit
                                                                                           Accumulated
                                                                                           During the
                                                                           No Par          Development
                                                           Shares           Value             Stage             Total
                                                           ------           -----             -----             -----
<S>                                                     <C>               <C>               <C>               <C>
Issuance of common stock for cash at $.007
  per share                                              1,500,000        $   10,000        $     --          $   10,000
Net loss for the period ended September 30, 1984                                               (96,110)          (96,110)
                                                        ----------        ----------        ----------        ----------
Balance at September 30, 1984                            1,500,000        $   10,000        $  (96,110)       $  (86,110)


Issuance of common stock for cash from
  Public Offering at $1.00 per share                       283,320        $  283,320        $     --          $  283,320
Deferred offering costs                                                      (72,133)                            (72,133)
Issuance of common stock for purchases
  of partnership interest at $2.916 per share                6,000            17,500              --              17,500
Issuance of common stock pursuant to
  Tri-Party agreement at $3.00 per share                   200,000           600,000              --             600,000
Issuance of common stock in principal
  reduction of note payable at $1.20 per share              16,666            20,000              --              20,000
Net loss for the period ended September 30, 1985              --                --            (238,550)       $ (238,550)
                                                        ----------        ----------        ----------        ----------
Balance at September 30, 1985                            2,005,986        $  858,687        $ (334,660)       $  524,027


Issuance of common stock for services at $.36
  per share                                                 25,000        $    9,000        $     --          $    9,000
Issuance of common stock for purchase of inventory
  at $3.00 per share                                        25,000            75,000              --              75,000
Net loss for the period ended September 30, 1986              --                --             (71,792)          (71,792)
                                                        ----------        ----------        ----------        ----------
Balance at September 30, 1986                            2,055,966        $  942,687        $ (406,452)       $  536,235


Cancellation of common stock issuance                      (25,000)       $  (75,000)       $     --          $   75,000
Net loss for the period ended September 30, 1987              --                --             (90,820)          (90,820)
                                                        ----------        ----------        ----------        ----------
Balance at September 30, 1987                            2,030,966        $  867,687        $ (497,272)       $  370,415


Issuance of additional common stock pursuant
  to prior agreements                                      172,666        $     --          $     --          $     --
Issuance of common stock for services at $.25
  per share                                                 40,000            10,000              --              10,000
Net loss for the year ended September 30, 1988                --                --            (391,533)         (391,533)
                                                        ----------        ----------        ----------        ----------
Balance at September 30, 1988                            2,243,652        $  877,887        $ (888,805)       $  (11,118)


Net loss for the year ended September 1989                    --          $     --          $  (28,287)       $  (28,287)
                                                        ----------        ----------        ----------        ----------
Balance at September 30, 1989                            2,243,652        $  877,687        $ (917,092)       $  (39,405)


Net loss for the year ended September 1990                    --          $     --          $     (865)       $     (865)
                                                        ----------        ----------        ----------        ----------
Balance at September 30, 1990                            2,243,652        $  877,687        $ (917,957)       $  (40,270)


                                                          -6-


<PAGE>

                                                  JNS MARKETING, INC.
                                             (A Development Stage Company)
                                           STATEMENT OF STOCKHOLDERS' EQUITY
                                                      (Unaudited)

(Continued)
                                                                                            Deficit
                                                                                          Accumulated
                                                                                          During the
                                                                         No Par           Development
                                                      Shares              Value              Stage              Total
                                                      ------              -----              -----              -----

Net loss for the year ended September 1991                 --          $      --          $      (779)              (779)
                                                    -----------        -----------        -----------        -----------
Balance at September 30, 1991                         2,243,652        $   877,687        $  (918,736)       $   (41,049)


Net loss for the year ended September 1992                 --          $      --          $      (675)       $      (675)
                                                    -----------        -----------        -----------        -----------
Balance at September 30, 1992                         2,243,652        $   877,687        $  (918,411)       $   (41,724)


Net loss for the year ended September 1993                 --          $      --          $    15,551        $    15,551
                                                    -----------        -----------        -----------        -----------
Balance at September 30, 1993                         2,243,652        $   877,687        $  (903,860)       $   (26,173)


Issuance of common stock                             22,938,593        $    34,550        $      --          $    34,550
Net loss for the year ended September 1994                 --                 --              (15,734)           (15,734)
                                                    -----------        -----------        -----------        -----------
Balance at September 30, 1994                        25,182,245        $   912,237        $  (919,594)       $    (7,357)


Net loss for the year ended September 1995                 --          $      --          $    (6,774)       $    (6,774)
                                                    -----------        -----------        -----------        -----------
Balance at September 30, 1995                        25,182,245        $   912,237        $  (926,368)       $   (14,131)


Net loss for the year ended September 1996                 --          $      --          $    (1,774)       $    (1,774)
                                                    -----------        -----------        -----------        -----------
Balance at September 30, 1996                        25,182,245        $   912,237        $  (926,142)       $   (15,905)


Redemption and cancellation of common stock
  pursuant to recission agreement                   (22,938,593)       $   (49,865)       $      --          $   (49,865)
Issuance of common stock                             22,938,593             70,000               --               70,000
Net loss for the year ended September 1997                 --                 --               (2,092)            (2,092)
                                                    -----------        -----------        -----------        -----------
Balance at September 30, 1997                        25,182,245        $   932,372        $  (930,234)       $     2,138


Net loss for the three months ended
  December 1997                                            --          $      --          $    (3,315)       $    (3,315)
                                                    -----------        -----------        -----------        -----------
Balance at December 30, 1997                         25,182,245        $   932,372        $  (933,549)       $    (1,177)
                                                    ===========        ===========        ===========        ===========




                                                         -7-

</TABLE>

<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 8-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, thereunto duly authorized.

                                            JNS MARKETING, INC.


Date:  May 8, 1998                          /s/ David J. Gregarek
                                            ------------------------------------
                                            David J. Gregarek, President