UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
JNS Marketing, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
466224-30-0
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(CUSIP Number)
Henry F. Schlueter
Schlueter & Associates, P.C.
1050 Seventeenth Street, Suite 1700
Denver, Colorado 80265
Telephone: 303-292-3883
Fax: 303-296-8880
E-mail: [email protected]
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 7, 1999
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box /___/.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
CUSIP No. 466224-30-0
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
David J. Gregarek
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
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
1,097
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 1,097
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,097
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain Issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for I. R.
S. identification numbers, may result in civil or criminal action against the
persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
General Instructions
A. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without referring to the text of the
items. Answer every item. If an item is inapplicable or the answer is in the
negative, so state.
B. Information contained in exhibits to the statements may be incorporated by
reference in answer or partial answer to any item or sub-item of the statement
unless it would render such answer misleading, incomplete, unclear or confusing.
Material incorporated by reference shall be clearly identified in the reference
by page, paragraph, caption or otherwise. An express statement that the
specified matter is incorporated by reference shall be made at the particular
place in the statement where the information is required. A copy of any
information or a copy of the pertinent pages of a document containing such
information which is incorporated by reference shall be submitted with this
statement as an exhibit and shall be deemed to be filed with the Commission for
all purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate, or
other group, the information called for by Items 2-6, inclusive, shall be given
with respect to (i) each partner of such general partnership; (ii) each partner
who is denominated as a general partner or who functions as a general partner of
such limited partnership; (iii) each member of such syndicate or group; and (iv)
each person controlling such partner or member. If the statement is filed by a
corporation or if a person referred to in (i), (ii), (iii) or (iv) of this
Instruction is a corporation, the information called for by the above mentioned
items shall be given with respect to (a) each executive officer and director of
such corporation; (b) each person controlling such corporation; and (c) each
executive officer and director of any corporation or other person ultimately in
control of such corporation.
Item 1. Security and Issuer
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This statement relates to the Common Stock, no par value (the "Common
Stock"), of JNS Marketing, Inc., a Colorado corporation, 1050 Seventeenth
Street, Suite 1700, Denver, Colorado 80265.
<PAGE>
Item 2. Identity and Background
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(a) This statement on Schedule 13D is filed by David J. Gregarek, a natural
person.
(b) The business address of David J. Gregarek is 71 Spyglass Drive, Littleton,
Colorado 80123.
(c) Mr. Gregarek is Vice-President of Unique Announcements, a manufacturing
company.
(d) and (e) During the last five years, Mr. Gregarek has not been (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) Citizenship. Mr. Gregarek is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
- ---------------------------------------------------------
Not Applicable
Item 4. Purpose of Transaction
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Pursuant to a Share Purchase Agreement dated as of February 18, 1999, David
J. Gregarek has sold 56,250 shares of the no par value Common Stock of JNS
Marketing, Inc. As a result of the sale, Mr. Gregarek owns 1,097 shares of that
company, or approximately 0.4% of the currently outstanding shares.
Depending upon market conditions and other factors that he may deem
material, Mr. Gregarek may purchase additional shares of Common Stock or related
securities in open market or privately negotiated transactions or otherwise.
As a result if the sale of these shares, it is anticipated that Mr.
Gregarek will resign from the Board of Directors of JNS Marketing Inc. and that
a new director will be elected to fill the vacancy created by his resignation.
Item 5. Interest in Securities of the Issuer
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(a) As a result of the sale of 56,250 shares of Common Stock of JNS Marketing,
Inc., David J. Gregarek owns 1,097 shares of that company.
(b) Mr. Gregarek has sole power to vote or direct the vote of, and to dispose
or direct the disposition of, 1,097 shares of Common Stock of JNS
Marketing, Inc. Mr. Gregarek does not have shared power to vote or direct
the vote of, or to dispose or direct the disposition of, any shares of
Common Stock of that company.
(c) The following transactions were effected by the person named in paragraph
(a) above within the past sixty (60) days:
David J. Gregarek sold 56,250 shares of the no par value Common Stock of
JNS Marketing, Inc. on May 7, 1999, for an aggregate consideration of $31,250,
or $0.555 per share, in a private transaction.
(d) Not Applicable
(e) David J. Gregarek ceased to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock of JNS Marketing, Inc. as
of May 7, 1999.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the person filing this statement on Schedule 13D
and any other person with respect to any securities of the Company, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
- ----------------------------------------
No Exhibits are filed with this Schedule 13D.
Signature
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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: May 17,1999
Signature:
/s/ David J. Gregarek
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David J. Gregarek
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
