SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM 10-K

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

For the Fiscal year ended December 31, 1996

        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: 33-81666

                      JUNO ACQUISITIONS, INC.
      (Exact Name of Registrant as Specified in its Charter)

     NEVADA                             13-3690905
(State or Other Jurisdiction of         (I.R.S. Employer
Incorporation of Organization)          Identification No.)

370 Lexington Avenue, Suite 1808, New York, New York   10017

(Address of Principal Executive Offices)               (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

                                   Name of each exchange
TITLE OF EACH CLASS                ON WHICH REGISTERED

________________________________   ______________________________

________________________________   ______________________________

Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock
_________________________________________________________________
                         (Title of class)

_________________________________________________________________
                         (Title of class)

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 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

<PAGE>

State the aggregate market value of the voting stock held by non-affiliates
of  the  registrant.   The aggregate market  value  shall  be  computed  by
reference to the price at  which the stock was sold, or the average bid and
asked prices of such stock,  as of a specified date within 60 days prior to
the date of filings.  (See definition of affiliate in Rule 405).

The aggregate market value of  the  voting  stock held by non-affiliates of
the registrant is $50,000.00.

NOTE:     If a determination as to whether a particular person or entity is
an  affiliate  cannot  be made without involving  unreasonable  effort  and
expense, the aggregate market  value  of  the  common  stock  held  by non-
affiliates  may  be calculated on the basis of assumptions reasonable under
the circumstances,  provided  that  the  assumptions  are set forth in this
form.

         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 12, 13 or 15(d) of  the Securities
Exchange 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
                                        December 31, 1996)



<PAGE>

                      JUNO ACQUISITIONS, INC.
                             FORM 10-K
               FOR THE YEAR ENDED DECEMBER 31, 1996

                              INDEX                         PAGE

PART I

Item 1         Business                                     1

Item 2         Properties                                   1

Item 3         Legal Proceedings                            1

Item 4         Submission of Matters to a Vote of
               Security Holders                             1

PART II

Item 5         Market for the Registrant's Securities
               and Related Stockholder Matters              2

Item 6         Selected Financial Data                      2

Item 7         Management's Discussion and Analysis
               of Financial Condition and Results
               of Operations                                2

Item 8         Financial Statements and Supplementary
               Data                                         3

Item 9         Disagreements on Accounting and
               Financial Disclosure                         3

PART III

Item 10        Directors and Executive Officers
               of the Registrant                            3

Item 11        Executive Compensation                       4

Item 12        Security Ownership of Certain Beneficial
               Owners and Management                        5

Item 13        Certain Relationships and Related
               Transactions                                 6

PART IV

Item 14        Exhibits, Financial Statement, Schedules
               and Reports on Form 8-K                      6

Signatures                                                  14


<PAGE>1

                              PART 1


Item 1.   Business

Juno Acquisitions, Inc. (the "Company") was  incorporated  on  November 16,
1992 in the State of Nevada.  The Company was formed to provide  a  vehicle
to  acquire  or  merge  with a business or company.  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  by its
president,  Richard D. Jones, to develop an optoelectric drum input system.
A  post-effective   amendment   to   the  registration  statement  of  Juno
Acquisitions, Inc. was filed with the Securities and Exchange Commission on
March 29, 1996 and was declared effective on June 19, 1996.

Item 2.   Properties

The Company at present has no real property  and maintains an office at the
office of its President, Gary Takata, at 370 Lexington  Avenue, Suite 1808,
New York, New York 10017.

Item 3.   Legal Proceedings

          None


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

          None



<PAGE>2

                              PART II

Item 5.   Market  for  Registrant's  Common Equity and Related  Stockholder
Matters

          There is presently no market for the Company's securities.

          Number of Shareholders - 45


Item 6.   Selected Financial Data


                                     1996      1995      1994

Income from Operations             $     0   $     0   $     0
Total Current Assets                70,188    46,885    10,381
Other Assets                         3,641       237    14,788
Total Assets                        73,829    47,122    25,169
Total Current Liabilities           33,286       761       721
Long-Term Liabilities                    0    27,625    25,875
Dividends                            None      None      None
Total Stockholders Equity           40,543    18,736    (1,427)


Item 7.   Management's Discussion and Analysis of Results of Operations

          The Company's initial public  offering  was declared effective on
January 23, 1995.  The Company offered a total of 8,000  Common Shares (par
value  $.001  per  share) at an offering price of $6.25 per Share,  for  an
aggregate $50,000.   On  July  24, 1995, the Company closed on 8,000 Shares
for  a  total gross proceeds of $50,000.   Pursuant  to  Rule  419  of  the
Securities  Act  of  1933,  net  proceeds  of  $45,000  together  with  all
securities  issued  by  the  Company  were  deposited in escrow pending the
consummation of an acquisition or merger and  approved by not less than 80%
of the public shareholders.

          On  March  15,  1996,  the Company entered  into  an  Acquisition
Agreement to acquire 100% of the outstanding  capital stock of Crijen Ltd.,
a business corporation organized under the laws  of  New Brunswick, Canada.
A   post-effective  amendment  to  the  registration  statement   of   Juno
Acquisitions, Inc. was filed with the Securities and Exchange Commission on
March  29,  1996  and  was declared effective on June 19, 1996.  All of the
public shareholders of the Company ratified their investment in the Company
and  approved the acquisition  of  Crijen  Ltd.   Accordingly,  the  shares
deposited  in  the  Rule  419 Escrow Account were released to the Company's
shareholders and the funds were released to the Company.


<PAGE>3

          At December 31, 1996,  the  Company's  current assets amounted to
$70,188,  while  current  liabilities  amounted to $33,286.   In  addition,
organization  costs  amounted  to  $113.   The  Company  incurred  expenses
including legal fees in the amount of $18,593 in connection with the Crijen
Ltd. acquisition.  As of December 31, 1996,  no income was generated by the
Crijen Ltd. subsidiary.

          The Company accrued interest of $5,066  on  outstanding  loans in
the principal amount of $25,000.  The loans and accrued interest of $30,066
were paid on March 11, 1997.


Item 8.   Financial Statements

          Attached


Item 9.   Disagreements on Accounting and Financial Disclosures

          None



                             PART III

Item 10.  Directors and Executive Officers

          The executive officer and director of the Company is as follows:

     NAME                          AGE       POSITION(S) HELD

Gary Takata                        62        President, Secretary
370 Lexington Avenue, 19th Fl.               and Director
New York, New York 10017


     Gary  Takata  (age 62), has been the Company's President, Secretary  and
Director since inception  on  November  16,  1992.  Mr. Takata was president,
secretary-treasurer  and  director of Zeron Acquisition  I,  Inc.,  a  Nevada
corporation (formerly Pilgrim Acquisition Corp.) from its inception on August
15, 1989 until his resignation  on April 30, 1992.  Zeron Acquisition I, Inc.
acquired Advanced Orthopedic Technologies,  Inc. on April 30, 1992.  Advanced
Orthopedic  Technologies,  Inc.  is  engaged  in the  business  of  providing
professional prosthetic and orthotic services to  the  general  public.   Mr.
Takata  was  also  a  principal  founder  of  and has served as a Director of
Oncogene Science, Inc. from May, 1983 to the present,  T-Cell  Sciences, Inc.
from January, 1984 to July, 1986, Hollywood Way Pictures from April  15, 1986
to  the  present,  IFF  International (formerly Wellsway Ventures, Inc.) from
September 23, 1986 until September, 1987, and Global Venture Corporation from
May, 1986 to July, 1989.   Global  Venture  Corporation,  an  inactive public
shell, acquired Pribilof Island Processors, Inc. located in the Bering Sea on


<PAGE>4


July 26, 1989.  Pribilof Island Processors, Inc. is a processor  of crabs and
fish.   From  April,  1988  until  December, 1989, Mr. Takata was a principal
founder of and had served as a Director  of  Telor  Ophthalmic Pharmaceutical
Inc., a Delaware company engaged in drug development for eye disorders.  From
March  6,  1992  to  the  present,  Mr. Takata has also been  the  president,
secretary-treasurer and director of Zeron  Acquisitions  II,  Inc.,  a "blank
check" company incoporated under the laws of the State of Nevada on March  6,
1992.   From  March  6,  1992  to  the  present, Mr. Takata has also been the
president, secretary-treasurer and director  of Jupiter Acquisitions, Inc., a
"blank check" company incorporated under the laws  of  the State of Nevada on
March 6, 1992.  From June 15, 1992 until his resignation  in  Janauary, 1994,
Mr. Takata has also been the president, secretary-treasurer and  director  of
Vista  Technologies,  Inc.  (formerly  Mercury  Acquisitions,  Inc.).   Since
December,  1992   to  August 30, 1993, Mr. Takata was also a director and 50%
shareholder  of  The  S.I.N.C.L.A.R.E.  Group,  Inc.  (formerly  Third  Lloyd
Funding, Inc.), a company  incorporated  under  the  laws of the State of New
York on August 20, 1990.  From November 16, 1992 to the  present,  Mr. Takata
has  also been the president, secretary and director of Neptune Acquisitions,
Inc.,   Saturn  Acquisitions,  Inc.,  Athena  Acquisitions,  Inc.,  and  Mars
Acquisitions,  Inc.,  "blank  check" companies incorporated under the laws of
the State of Nevada on November 16, 1992.

     Mr. Takata was a Director  of  Medi-RX America, Inc. from March, 1986 to
February, 1988, and Neurotech Corporation from June, 1986 to May, 1988.  From
January, 1984 to August, 1986, Mr. Takata  was  a partner of Seed Equities, a
partnership engaged in venture capital.  Previously,  Mr. Takata was employed
at Philips Appel & Walden, Inc. (member New York Stock Exchange) from 1961 to
1983.   He  received  a  BBA in 1956 and an MBA (with distinction)  from  the
University of Michigan in  1958.   Mr.  Takata is engaged in other activities
and will devote at least 10 hours per month to the activities of the Company.
In addition to the time to be devoted by  Mr.  Takata  to  the  Company,  Mr.
Takata  has  agreed  to  devote 150 hours of his time to the affairs of other
companies of which he is an officer and director.


Item 11.  Executive Compensation

          The sole officer and director of the Company will be reimbursed for
expenses not related to its  public  offering,  if any, incurred on behalf of
the Company.  No remuneration has been paid to date.  There are no employment
agreements  contemplated  for  the  services  of  the Company's  officer  and
director.



<PAGE>5



Item 12.  Management's Remuneration and Transactions

     a.   Security Ownership of Certain Beneficial Owners

          The following table sets forth the number  and  percentage,  as  of
December  31,  1996  of  the  Company's  Common  Shares  owned  of record and
beneficially by each person owning more than 5% of such Common Shares  and by
all  officers and directors, as a group.  Each of these persons may be deemed
a parent and promoter as those terms are defined in the Act.

                    Name of        Amount & Nature
                    Beneficial     of Beneficial       Percentage
TITLE OF CLASS      OWNER          OWNERSHIP           OF CLASS

Common              Gary Takata         395,500        48.61%
                    One World Capital
                      Partners Limited  395,500        48.61%
                    Steven A. Sanders     1,000          .12%
                    Richard D. Jones      3,500          .43%
                    Argossy Ltd.         10,090         1.24%



     b.   Security Ownership of Management

                    Gary Takata         395,500        48.61%

                    All Officers and
                    Directors as a
                    Group (1) as of
                    December 31,
                    1996                396,500        48.61%



<PAGE>6

Item 13.  Certain Relationships and Related Transactions


          (1)  On  March  15,  1996, the Company entered into an Acquisition
Agreement to acquire 100% of the outstanding capital stock of Crijen Ltd., a
business corporation organized under  the  laws of New Brunswick, Canada.  A
post-effective amendment to the registration statement of Juno Acquisitions,
Inc. was filed with the Securities and Exchange Commission on March 29, 1996
and was declared effective on June 19, 1996.   One hundred percent (100%) of
the  public shareholders of the Company ratified  their  investment  in  the
Company and approved the acquisition of Crijen Ltd.  Accordingly, the shares
deposited  in  the  Rule  419  Escrow Account were released to the Company's
shareholders and the funds were released to the Company.

          (2)  Pursuant to the Acquisition  Agreement,  the  Company  issued
3,500  restricted shares of Common Stock to Richard D. Jones, president  and
director  of  Crijen Ltd., in exchange for one share of Crijen common stock.
Richard D. Jones is the brother of Louise Jones Takata.  Louise Jones Takata
is the wife of Gary Takata, the Company's President and Director.

          (3)  Pursuant  to  the  Acquisition  Agreement, the Company issued
10,090  restricted  shares  of  Common  Stock  to Argossy  Ltd.,  a  Bermuda
corporation, in exchange for 9,000 shares of Crijen Class A Preferred Stock.

          (4)  Pursuant  to oral agreement, the Company  currently  utilizes
the office of its President,  Secretary  and  Director,  Gary Takata, at 370
Lexington Avenue, Suite 1808, New York, New York 10017, rent-free.


                              PART IV


Item 14.  Exhibits, Financial Statements, Schedules and Reports
          on Form 8-K

          (1)  Form  8-K dated November 19, 1996 is hereby  incorporated  by
reference.

          (2)  Form 8-K  dated  January  23,  1997 is hereby incorporated by
reference.

          (3)  Form  8-K  dated  March  6, 1997 is  hereby  incorporated  by
reference.




<PAGE>7


                   INDEPENDENT AUDITORS' REPORT


The Board of Directors
Juno Acquisitions, Inc.
370 Lexington Avenue, 19th Floor
New York, New York 10017

     We have audited the accompanying balance  sheet  of  Juno Acquisitions,
Inc.  as  of  December  31,  1996 and the related statements of  operations,
stockholders' equity and cash  flows  for  the  year then ended and the 1996
amounts  included  in the cumulative period November  16,  1992  (inception)
through  December  31,   1996.    These   financial   statements   are   the
responsibility  of  the  Company's  management.   Our  responsibility  is to
express  an  opinion  on these financial statements based on our audit.  The
balance sheet of Juno Acquisitions,  Inc.  as  of  December 31, 1995 and the
related statements of operations, stockholders' equity  and  cash  flows for
the  years  ended  December  31,  1995  and  1994  and the November 16, 1992
(inception)  through December 31, 1995 amounts included  in  the  cumulative
period November  16, 1992 (inception) through December 31, 1996 were audited
by another auditor  whose  report  dated  February  11,  1996  expressed  an
unqualified opinion on those statements.

     We  conducted  our audit in accordance with generally accepted auditing
standards.  These standards  require  that  we plan and perform the audit to
obtain reasonable assurance about whether the  financial statements are free
of material misstatement.  An audit includes examining,  on  a  test  basis,
evidence supporting the amounts and disclosures in the financial statements.
An  audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as evaluating the overall
financial statement  presentation.   We  believe  that  our audit provides a
reasonable basis for our opinion.

     In  our  opinion,  the financial statements referred to  above  present
fairly,  in  all  material  respects,   the   financial   position  of  Juno
Acquisitions,  Inc.  as  of  December  31,  1996,  and  the results  of  its
operations and cash flows for year then ended, in conformity  with generally
accepted accounting principles.

                              Respectfully submitted,

                              MAYER RISPLER & COMPANY, P.C.

                              Mayer Rispler & Company, P.C.
                              Certified Public Accountants

March 31, 1997
Brooklyn, New York


<PAGE>8


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

                                   ASSETS

                                                  December 31,
                                               1996            1995
CURRENT ASSETS
  Cash (Note 1)                                $ 70,188        $  1,885
  Cash - Escrow (Note 3)                            -0-          45,000
                                               ________        ________

     Total Current Assets                      $ 70,188        $ 46,885

  Fixed Assets-Net of Depreciation (Note 1)       3,528             -0-

OTHER ASSETS
  Organization Costs-Net of 
      Amortization (Note 1)                         113             237
                                               ________        ________

TOTAL ASSETS                                   $ 73,829        $ 47,122
                                               ========        ========


                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payables and Accrued Expenses       $  3,911        $    761
  Notes Payables (Note 2)                        29,375             -0-
                                               ________        ________

     Total Current Liabilities                 $ 33,286        $    761

Notes Payable (Note 2)                              -0-          27,625
                                               ________        ________

TOTAL LIABILITIES                              $ 33,286        $ 28,386
                                               ________        ________

Commitments and Other Matters (Note 4)

STOCKHOLDERS' EQUITY (Note 3)
  Common Stock, par value $.001; authorized
  75,000,000 shares, 813,590 & 800,000 shares
  issued and outstanding at December 31, 1996
  and 1995, respectively                            814            800

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

  Additional Paid-In Capital                     74,476         28,513

  Deficit Accumulated During Development Stage  (34,747)       (10,577)
                                                 ______         ______

TOTAL STOCKHOLDERS' EQUITY                       40,543         18,736
                                                 ______         ______

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 73,829       $ 47,122
                                                 ======         ======


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


<PAGE>9

                           JUNO ACQUISITIONS, INC.
                        (A Development Stage Company)
                    CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEARS ENDED DECEMBER 31,

                                                            November 16, 1992
                                                                (Inception)
                                                                  through
                           1996       1995       1994       DECEMBER 31, 1996

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

  Corporation Franchise
     Taxes                 $    688   $    704   $    269   $  2,090
  Filing Fees                 2,550      1,278         85      4,064
  Depreciation & Amortization   347        124        124        729
  Bank Charges                  242        386         71      1,311
  Interest (Note 2)           1,750      1,750      1,002      4,502
  Professional Fees          18,593      2,908        550     22,051
                           --------   --------   --------   --------
  Total Expenses             24,170      7,150      2,101     34,747
                           --------   --------   --------   --------
NET LOSS                   $(24,170)  $ (7,150)  $ (2,101)  $(34,747)
                           ========   ========   ========   ========

NET LOSS PER COMMON 
  SHARE                    $(   .30)  $(   .01)  $(   .00)
                           ========   ========   ========

WEIGHTED AVERAGE NUMBER 
OF SHARES OUTSTANDING       806,181    796,000    792,000
                           ========   ========   ========



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


<PAGE>10

                           JUNO ACQUISITIONS, INC.
                        (A Development Stage Company)

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                                    Total
                                                                    Stock-
                         Common       Additional     Accumulated    Holders
                         Stock      Paid-In 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
                       ======      ========           ========      ========




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


<PAGE>11

                           JUNO ACQUISITIONS, INC.
                        (A Development Stage Company)
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE YEARS ENDED DECEMBER 31,

                                                           November 16, 1992
                                                              (Inception)
                                                                through
                         1996        1995        1994      DECEMBER 31, 1996

CASH FLOWS FROM
  OPERATING ACTIVITIES:

 Net Loss                $(24,170)   $( 7,150)   $( 2,101) $( 34,747)

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

  Depreciation & 
   Amortization              347          124        124         729

CHANGES IN ASSETS AND 
 LIABILITIES:

 Escrow Account           45,000      (45,000)       -0-         -0-
 Other Assets                -0-       14,427   (14,427)        (619)
 Other Liabilities         4,900        1,790     1,596        8,286
                          ------       ------    ------       ------

Cash Provided (Used) in
 Operations               26,077      (35,809)  (14,808)     (26,351)
                          ------       ------    ------       ------

CASH FLOWS FROM INVESTING 
 ACTIVITIES:

Acquisition of Fixed 
 Assets                   (3,751)        -0-        -0-       (3,751)
                          ------      ------     ------       ------

CASH FLOWS FROM FINANCING 
 ACTIVITIES:

 Issuance of Debt            -0-         -0-     25,000       25,000
 Issuance of Common Stock-
   Net of Costs           45,977      27,313     25,000      100,290
                          ------      ------     ------      -------

NET INCREASE (DECREASE) 
 IN CASH                  68,303      (8,496)    10,192       70,188

CASH - BEGINNING           1,885      10,381        189          -0-
                          ------      ------     ------       ------
CASH - ENDING           $ 70,188    $  1,885   $ 10,381      $70,188
                        ========    ========   ========      =======


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



<PAGE>12


                      JUNO ACQUISITIONS, INC.
                   (A Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 1996


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.

FIXED ASSETS

     Fixed  assets  are stated at fair market value at 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.

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.

<PAGE>13


                      JUNO ACQUISITIONS, INC.
                   (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STTEMENTS

                         DECEMBER 31, 1996
                            (CONTINUED)


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.


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>14


                            SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of  the Securities
Exchange  Act  of  1934, the registrant has duly caused this report  to  be
signed on its behalf by the undersigned, thereunto duly authorized.


                              JUNO ACQUISITIONS, INC.
                              (Registrant)


                              By:  GARY TAKATA
                                   Gary Takata
                                   President, Secretary-Treasurer
                                   and Director


                              Date: April 9, 1997


     Pursuant to the  requirements  of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicates.



                              By:  GARY TAKATA
                                   Gary Takata
                                   President, Secretary-Treasurer
                                   and Director


                              Date: April 9, 1997