0001072588-01-500325.txt : 20011106
0001072588-01-500325.hdr.sgml : 20011106
ACCESSION NUMBER: 0001072588-01-500325
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011029
ITEM INFORMATION: Changes in control of registrant
FILED AS OF DATE: 20011101
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: JNS MARKETING INC
CENTRAL INDEX KEY: 0000743758
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900]
IRS NUMBER: 840940146
STATE OF INCORPORATION: CO
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-13215
FILM NUMBER: 1772764
BUSINESS ADDRESS:
STREET 1: 7609 RALSTON ROAD
CITY: ARVADA
STATE: CO
ZIP: 80002
BUSINESS PHONE: 3032923883
MAIL ADDRESS:
STREET 1: 7609 RALSTON ROAD
CITY: ARVADA
STATE: CO
ZIP: 80002
8-K
1
jns8k1029.txt
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: October 31, 2001
JNS Marketing, Inc.
-------------------------------
(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)
7609 Ralston Road, Arvada, CO 80002
-----------------------------------
(Registrant's Address)
Registrant's telephone number, including area code: (303) 422-8127
--------------
Item 1. Changes in Control of Registrant
On October 22, 2001, JNS Marketing, Inc. (the "Company"), Walter Galdenzi
("Galdenzi"), and Latinocare Management, Inc., a California corporation ("LMC"),
completed the closing of the Share Purchase Agreement between the Company,
Galdenzi, and LMC under which LMC purchased 3,270,000 shares of the Common Stock
of the Company, from Galdenzi. As a result of the closing, LMC now owns
approximately 79% of the total issued and outstanding stock of the Company. LMC
and the Company plan to enter into an Agreement and Plan of Reorganization (the
"Reorganization") which will result in a share exchange between the shareholders
of LMC and the Company, whereby LMC will become a wholly owned subsidiary of the
Company, and the shareholders of LMC will become the controlling shareholders of
the Company. Upon completion of the Reorganization, the 3,270,000 shares of the
Common Stock of the Company owned by LMC will be retired and cancelled. Upon the
closing of the Reorganization, the Company expects to have a total of
approximately 14,529,100 shares of its Common Stock outstanding, of which
approximately 6,903,990 will be owned by Jose J. Gonzalez, the President, Chief
Executive Officer, Secretary, and a director of the Company, 6,567,210 will be
owned by Roberto Chiprut, and the balance will be in the public float or owned
by the other prior private shareholders of LMC, or by other unaffiliated
parties. LMC is engaged in the business of managing health care plans primarily
designed to service the growing Latin American community in the United States,
and in particular in California. The members of the Board of Directors of the
Company before the closing of the Share Purchase Agreement are being replaced
with members of the LMC Board of Directors, as more specifically described in an
Information Statement on Schedule 14f to be filed with the Securities and
Exchange Commission and mailed to all shareholders in the near future. Copies of
the Share Purchase Agreement and proposed Agreement and Plan of Reorganization
are attached to this Report as exhibits.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Registrant's Certifying Accountant
None.
Item 5. Other Events
None.
Item 6. Resignation and Appointment of Directors
None.
Item 7. Financial Statements, Pro Forma Financials, & Exhibits
Financial Statements:
None.
Exhibits:
None.
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: October 31, 2001 JNS Marketing, Inc.
By: /s/Walter Galdenzi
--------------------------
Walter Galdenzi, President