SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 1997
JNS MARKETING, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-13215 84-0940146
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(State or other (Commission File Number) (IRS Employer
jurisdication of incorporation) Identification No.)
1050 17th Street, Suite 1700. Denver, Colorado 80265
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 292-3883
6521 Calhoun Place, Littleton, Colorado 80123
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(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant.
In July 1997, the Plan and Agreement of Reorganization (the "Plan") entered
into by JNS Marketing, Inc. (the "Company") and Cedar Pacific Golf Properties on
May 12, 1994 was rescinded due to the failure to fulfill certain of the
conditions to which the Plan was subject. The 22,938,593 shares of the no par
value common stock, which previously constituted control of the Company, issued
to Howard and Lacey Arnaiz, Steven and Diane Malcoun, H.D. Arnaiz, Ltd., Omega
Resources, a California Limited Partnership, Blazing Sunsets, a Limited
Partnership and Matt Lucas pursuant to the Plan were returned to the Company and
restored to the status of authorized but unissued shares.
On July 2, 1997, the Company entered into a Stock Purchase Agreement (the
"Agreement") with David J. Gregarek, Frederick R. Huttner, the Frederick R.
Huttner SEP, Henry F. Schlueter and Jerrold D. Burden (the "Purchasers")
pursuant to which the Company issued and sold, and the Purchasers purchased an
aggregate of 22,938,593 shares of the no par value common stock of the Company.
The Purchasers' beneficial ownership of shares is as follows:
Name and Address No. of Shares Percent Consideration
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Amount Source
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David J. Gregarek 5,734,648 22.7% $17,500 Personal
P. O. Box 518 Funds
Littleton, Colorado 80160
Frederick R. Huttner 5,734,648(1) 22.7% $17,500 Personal
13634 Taylor Crest Road Funds
Houston, Texas 77079
Henry F. Schlueter 5,734,649 22.7% $17,500 Personal
1050 17th Street Funds
Suite 1700
Denver, Colorado 80265
Jerrold D. Burden 5,734,648 22.7% $17,500 Personal
Strategic Alliance Co. Funds
680 Franklin Street
Denver, Colorado 80218
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(1) Includes 3,932,330 shares owned of record by the Frederick R. Huttner SEP
The rescinding of the Plan and return of the shares previously issued pursuant
to the Plan, and the issuance of the 22,938,593 shares pursuant to the
Agreement, together, resulted in a change in control of the Company.
Pursuant to the Agreement, the previous directors of the Company resigned
from their positions and Messrs. Gregarek, Delaney and Schlueter were elected to
the Board of Directors. (See Item 6, below.)
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Item 6. Resignations of Registrant's Directors.
By Consent Minutes dated August 6, 1997, David J. Gregarek, Frederick R.
Huttner and Henry F. Schlueter were elected to fill vacancies on the Board of
Directors of the Company and the prior directors of the Company, J.R. Nelson,
Donna K. Nelson and Steven Malcoun, resigned from the Board of Directors
effective August 8, 1997. None of the directors resigned as a result of any
disagreement with the Company.
Item 7. Financial Statements and Exhibits.
(a) No Financial Statements are filed as part of this Report on Form 8-K.
(c) The following Exhibits are filed with this Report on Form 8-K:
99.1 Rescission Agreement effective July 2, 1997, by and between the
Company, Howard and Lacey Arnaiz and H.D. Arnaiz, Ltd., Steven
and Diane Malcoun, Omega Resources, a California Limited
Partnership, Blazing Sunsets, a Limited Partnership, Matt Lucas,
and Cedar Pacific Golf Properties.
99.2 Stock Purchase Agreement effective July 2, 1997 by and among the
Company; J.R. Nelson; and Jerrold D. Burden, David J. Gregarek,
Frederick R. Huttner, the Frederick R. Huttner-SEP, and Henry F.
Schlueter
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JNS MARKETING, INC.
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(Registrant)
Date: April 6, 1998 /s/ Henry F. Schlueter
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Henry F. Schlueter, Secretary
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