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 -------------------------------- (Exact name of registrant as specified in its charter) Colorado 0-13215 84-0940146 - ------------------- ---------- ------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 10200 W. 44th Ave., Suite 400, Wheat Ridge, CO 80033 ----------------------------------------------------- (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 - ---------------------------------------------------------------- (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 --------------------------- Walter Galdenzi President