SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
JMAR Industries, Inc.
____________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
____________________________________________________________
(Title of Class and Securities)
466212 107
____________________________________________________________
(CUSIP Number of Class of Securities)
Kernco Trust SA
2 rue Jargonnant, P.O. Box 6432, CH-1211, Geneva 6
Attn: Sunder Advani
1-011-4122-707-7030
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
Attn: Deborah Tuchman
November 20, 1997
(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 Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 46612 107
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kernco Trust SA
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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(7) SOLE VOTING POWER
1,000,000 shares of Common Stock,
par value $.01 per share and
250,000 warrants convertible into
250,000 shares of Common Stock,
NUMBER OF par value $.01 share.
SHARES ______________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH ______________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,000,000 shares of Common Stock,
WITH par value $.01 per share and
250,000 warrants convertible into
250,000 shares of Common Stock,
par value $.01 share.
______________________________________
(10) SHARED DISPOSITIVE POWER
None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 shares of Common Stock, par value $.01 per share
and 250,000 warrants convertible into 250,000 shares of
Common Stock, par value $.01 share.
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.4% of the Common Stock when the 250,000 warrants are
exercised, and 5.9% of the Common Stock when the 250,000
warrants are not exercised.
_________________________________________________________________
(14) TYPE OF REPORTING PERSON* IA
_________________________________________________________________
This Statement on Schedule 13D (the "Schedule 13D"), is being filed
pursuant to Rule 13d-1 of the Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") by
Kernco Trust SA ("Kernco"), with respect to the Common Stock, par value
$.01 per share (the "Common Stock"), of JMAR Industries, Inc., a
Delaware corporation ("JMAR").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock of JMAR. The principal
executive offices of JMAR are located at 3956 Sorrento Valley Blvd.,
San Diego, California, 92121.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Kernco. The principal executive offices
of Kernco are located at 2 rue Jargonnont, CH-1211, Geneva 6. Kernco
acts as an investment advisor to various entities, organizations and
individuals.
Set forth below are the name, address and present principal occupation
or employment with Kernco (except as otherwise indicated) of each
director an executive officer of Kernco.
Name and Address Position
1. Sunder J. Advani Chairman
10, Avenue Leonard Sismondi
1224 - Chene-Bougeries
Switzerland
2. Roland Farina Financial Director
Aurefind SA
rue de Lancy 7
P.O. Box 117
1211 Geneve 25
Switzerland
3. Maitre Andre de Pfyffer Director
De Pfyffer & Associes
6, rue Francois Bellot
1206 Geneve
Switzerland
During the last five years, neither Kernco nor, to the best knowledge
of Kernco, any director or executive officer of Kernco has 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 has been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price for the Common Stock was $3,400,000. The
Common Stock was purchased for investment vehicles ("Investment
Vehicles") for which either Kernco or Mikles/Miller Mgmt., Inc. act as
investment advisor utilizing funds from the Investment Vehicles.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock was purchased for investment purposes on behalf of the
Investment Vehicles.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Kernco is the beneficial owner of 7.4% of the Common Stock when the
250,000 are exercised, and the beneficial owner of 5.9% of the Common
Stock when the 250,000 are not exercised.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
with respect to the Common Stock
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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: February __, 1998 Kernco Trust S.A.
_____________________
By: /s/ Sunder Advani
Sunder Advani
