United States Securities and Exchange Commission Washington, D.C. 20549 Commission File No.: 0-13215 SCHEDULE 13D Under the Securities Exchange Act of 1934 JNS MARKETING, INC. (Name of Issuer) Common (Title of Class of Securities) 466224300 (Cusip Number) Galwan Texas, Inc. 17776 Tomball Parkway, Houston, Texas 77064 - --------------------------------------------------------------- (281) 569-3666 - -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 7, 1999 ---------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13- d(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) SCHEDULE 13D CUSIP NO.: 466224300 Page 1 of 5 Pages 1. Name of Reporting Person Galwan Texas, Inc. S.S. or I.R.S. Identification No. of Above Person Tax ID#: 76-0281262 2. Check the Appropriate Box if A Member of a Group* a / / b /X/ 3. SEC Use Only 4. Source of Funds PF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization U.S.A. 7. Sole Voting Power 225,000 shares of common stock 8. Shared Voting Power 0 9. Sole Dispositive Power 225,000 shares of common stock 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 225,000 shares of common stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row (11) 89.3% 14. Type of Reporting Person CO Item 1. Security & Issuer - ----------------------------------- This statement relates to common shares of JNS Marketing, Inc., a Colorado corporation. Item 2. - ------- I. a. Galwan Texas, Inc., a Texas corporation b. Principal Place of Business - 17776 Tomball Parkway, Houston, TX 77064 c. Galwan Texas, Inc. is a Texas corporation formed in 1989. Walter Galdenzi and Susan Galdenzi are President, Vice President and Secretary, respectively and are Directors of Galwan Texas, Inc. Walter and Susan Galdenzi are the sole owners of Galwan, Texas, Inc. Galwan Texas, Inc. is a business and real estate company. Walter Galdenzi, age 48, received a B.A. in Business from Mohawk College in 1974. He has been President and Director and a principal shareholder of Galwan Texas, Inc. since 1989. Susan Galdenzi, age 46, received her B.A. from Mohawk College in 1975. She has been Vice President and Secretary and a Director and a principal shareholder of Galwan Texas, Inc. since 1989. d. Neither the reporting person nor any of the officers, Directors, or principal shareholders have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations). e. Neither the reporting person nor any officers, Directors, or principal shareholders have, during the last five years, been subject to or party to a civil proceeding of any type nor has any judgment, decree or order of any type been entered against reporting person. f. Citizenship: USA - State of Incorporation-Texas Item 3. Source and Amount of the Funds - ------------------------------------------------ Personal funds Item 4. Purpose of the Transaction - -------------------------------------------- The purpose of the transaction was to sell control of the corporation. a. On May 6, 1999, reporting person, Galwan Texas, Inc., acquired 225,000 shares by purchase from four individuals Company. On February 19, 1999, Walter Galdenzi entered into a Share Purchase Agreement whereby he agreed to purchase 225,000 shares of JNS Marketing, Inc. from four individuals. Upon issuance, the shares were issued to Mr. Galdenzi's company, Galwan Texas, Inc. b. No extraordinary corporate transaction is immediately planned by issuer or any of its subsidiaries; however, the issuer is seeking merger or acquisition candidates since the Company is currently a shell. c. No sale or transfer of a material amount of assets of issuer is contemplated. d. There are current plans to change the management. Walter Galdenzi has been appointed President and Susan Galdenzi appointed Secretary. Two new directors will be appointed, Walter Galdenzi has been appointed to serve as a director and Susan Galdenzi will be appointed after Section 14f compliance and the prior directors except Walter Galdenzi will then resign. e. No material change is proposed in capitalization or dividend policy at this time. Any acquisition will result in material changes. f. At this time, no material changes in corporate structure are presently planned. g. No plans exist which would cause a class of securities to be delisted from any exchange or cease to be quoted. h. No plans exist for any class of equity securities becoming eligible for termination of listing pursuant to 12(g)(4) of the Act. i. No class of equity shall become eligible for termination of registration as a result thereof. j. Not applicable. Item 5. Interest in Securities of the Issuer - ------------------------------------------------------ a. 225,000 common shares (89.3%) of issuer were owned beneficially and of record by the Reporting Person as of May 7, 1999. b. Reporting Person has sole power to vote 225,000 shares of common stock. c. Reporting Person purchased 225,000 shares of common stock on May 7, 1999. Reporting Person had no other transactions in the prior 60 days. d. Not applicable e. Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with - -------------------------------------------------------------------------------- Respect to Securities of the Issuer. - ------------------------------------ The information contained in response to Item 4 and 5 is incorporated herein. The Reporting Party entered into compensation agreements as follows: 1. Stock Compensation Agreement with Jarrold R. Bachman, Business Exchange Holding Corporation, and Hometown Investments, Inc. for an aggregate of 150,000 shares of common stock upon closing of the transaction. 2. Reporting Person entered into an agreement whereby a cash fee of $50,000 is to be paid to Business Exchange Holding Corporation, Hometown Investments, Inc., and Jarrold R. Bachman upon completion of trading approval on the OTC Bulletin Board. The information contained in response to Item 4 and 5 is incorporated herein. Exhibit 6.1 Share Purchase Agreement 6.2 Stock Compensation Agreement 6.3 Fee Agreement 6.4 Extension Agreement. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: ________________ Galwan Texas, Inc. /s/ Susan Galdenzi ----------------------------------- Signature Susan Galdenzi/ Secretary ----------------------------------- Name/Title