JNS MARKETING INC
8-K, 1999-04-09
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                       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): March 18, 1999


                               JNS MARKETING, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)

          Colorado                       0-13215                84-0940146
          --------                       -------                ----------
      (State or other            (Commission File Number)      (IRS Employer
jurisdication of incorporation)                              Identification No.)


1050 17th Street, Suite 1700. Denver, Colorado                      80265
- ----------------------------------------------                      -----
   (Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code: (303) 292-3883


 ------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>


Item 4. Changes in Registrant's Certifying Accountant.

     Effective  March 18, 1999, the Registrant  dismissed the accounting firm of
Levine Hughes & Mithuen Inc., Englewood,  Colorado, as its principal independent
accountant.  The  Registrant's  financial  statements  for the fiscal year ended
September 30, 1997, were prepared  assuming that the Registrant will continue as
a going concern.

     On March 18, 1999, the Registrant  engaged James E. Scheifley & Associates,
P.C., Denver, Colorado, as its new principal independent accountant to audit the
Registrant's  financial  statements.  Neither the  Registrant  nor anyone on its
behalf has  consulted  James E.  Scheifley  &  Associates,  P.C.  regarding  the
application  of accounting  principles to a specific  completed or  contemplated
transaction,  or the  type of  audit  opinion  that  might  be  rendered  on the
Registrant's financial statements.

     In addition, this Form 8-K is being filed to disclose (1) that the decision
to change  accountants was recommended and approved by the Registrant's Board of
Directors;  (2) that none of the former  accountant's  reports on the  financial
statements  of the  Registrant  for  either of the last two years  contained  an
adverse  opinion or a disclaimer or was qualified or modified as to uncertainty,
audit scope, or accounting principles;  and (3) that during the Registrant's two
most recent fiscal years,  there were not any disagreements with Levine Hughes &
Mithuen Inc. on any matter of  accounting  principles  or  practices,  financial
statement  disclosure or auditing scope or procedure or "reportable events" with
the former  accountants.  A copy of a letter from Levine  Hughes & Mithuen Inc.,
Englewood,   Colorado,  the  Registrant's  former  accountants,   stating  their
agreement or disagreement  with these  disclosures is attached hereto as Exhibit
16.1.


Item 7. Financial Statements and Exhibits.

     (a) No Financial Statements are filed as part of this Report on Form 8-K.

     (c) The following Exhibit is filed with this Report on Form 8-K:

          16.1 Letter  from  Levine  Hughes  &  Mithuen  Inc.  pursuant  to Item
               304(a)(3) of Regulation S-B





                                   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.
                                                (Registrant)


Date: April 9, 1998                              /s/ Henry F. Schlueter
- -------------------                              -------------------------------
                                                 Henry F. Schlueter, Secretary





                                  Exhibit 16.1
                                  ------------



Securities and Exchange Commission
Washington, D.C.  20549


     Re: JNS Marketing, Inc.


     We have read Item 4 of Form 8-K dated  April 9, 1999,  and do not  disagree
with it, except for Item 4(1), of which we have no knowledge.







                                                   Levine Hughes & Mithuen, Inc.
                                                             Englewood, Colorado
                                                                   April 9, 1998



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