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: May 10, 1999
JNS MARKETING
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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 (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10200 W. 44th Ave., Suite 400, Wheat Ridge, CO 80033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
c/o Schlueter & Associates, PC 1050 17th Street, Suite 1700
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(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant
On February 19, 1999, Walter Galdenzi entered into a Share
Purchase Agreement with four principal shareholders of JNS
Marketing, Inc. in which Mr. Galdenzi agreed to acquire
225,000 shares of common stock of registrant. Such shares
being purchased represent 89.3% of the outstanding capital
stock of the Company. Mr. Galdenzi contemplates listing
the Company on the OTCBB and seeking a merger or acquisition
for the Company.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Accountants
None.
Item 5. Other Events
Walter Galdenzi was appointed President of the Company and
Susan Galdenzi was appointed Secretary.
Mr. Galdenzi also entered into an agreement to issue 150,000
shares of common stock of registrant to be registered on Form
S-8 (if applicable) upon completion of an acquisition and
listing of the Company for trading on the OTC Bulletin Board.
Item 6. Resignation of Directors/Appointment of Directors
Walter Galdenzi has been appointed a Director of the
Registrant After compliance with Section 14f of the Securities
Exchange Act of 1934, Susan Galdenzi will be appointed to the
Board of Directors, and David Gregarek and Frederick Huttner
will resign. Henry F. Schlueter resigned as a Director
effective May 7, 1999.
Item 7. Financial Statements Pro Forma Financial & Exhibits
Not Applicable.
Exhibits 7.1 Share Purchase Agreement
7.2 Stock Compensation Agreement
7.3 Fee Agreement
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 thereunto duly authorized.
Date: May 18, 1999 KIMBELL deCAR CORPORATION
By:/s/ Walter Galdenzi
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Walter Galdenzi
President