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):      July 2, 1997


                               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


                  6521 Calhoun Place, Littleton, Colorado 80123
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



                                        
<PAGE>
<TABLE>
<CAPTION>



Item 1. Changes in Control of Registrant.

     In July 1997, the Plan and Agreement of Reorganization (the "Plan") entered
into by JNS Marketing, Inc. (the "Company") and Cedar Pacific Golf Properties on
May 12,  1994  was  rescinded  due to the  failure  to  fulfill  certain  of the
conditions to which the Plan was subject.  The  22,938,593  shares of the no par
value common stock, which previously constituted control of the Company,  issued
to Howard and Lacey Arnaiz,  Steven and Diane Malcoun,  H.D. Arnaiz, Ltd., Omega
Resources,  a  California  Limited  Partnership,   Blazing  Sunsets,  a  Limited
Partnership and Matt Lucas pursuant to the Plan were returned to the Company and
restored to the status of authorized but unissued shares.

     On July 2, 1997, the Company  entered into a Stock Purchase  Agreement (the
"Agreement")  with David J.  Gregarek,  Frederick R.  Huttner,  the Frederick R.
Huttner  SEP,  Henry F.  Schlueter  and  Jerrold D.  Burden  (the  "Purchasers")
pursuant to which the Company issued and sold,  and the Purchasers  purchased an
aggregate of 22,938,593  shares of the no par value common stock of the Company.
The Purchasers' beneficial ownership of shares is as follows:

Name and Address                No. of Shares      Percent              Consideration
----------------                -------------      -------              -------------
                                                                   Amount            Source
                                                                   ------            ------

<S>                             <C>                <C>             <C>               <C>        
David J. Gregarek               5,734,648          22.7%           $17,500           Personal
P. O. Box 518                                                                        Funds
Littleton, Colorado  80160

Frederick R. Huttner            5,734,648(1)       22.7%           $17,500           Personal
13634 Taylor Crest Road                                                              Funds
Houston, Texas  77079

Henry F. Schlueter              5,734,649          22.7%           $17,500           Personal
1050 17th Street                                                                     Funds
Suite 1700
Denver, Colorado  80265

Jerrold D. Burden               5,734,648          22.7%           $17,500           Personal
Strategic Alliance Co.                                                               Funds
680 Franklin Street
Denver, Colorado  80218

----------------------------

(1)  Includes 3,932,330 shares owned of record by the Frederick R. Huttner SEP

The rescinding of the Plan and return of the shares  previously  issued pursuant
to  the  Plan,  and  the  issuance  of the  22,938,593  shares  pursuant  to the
Agreement, together, resulted in a change in control of the Company.

     Pursuant to the Agreement,  the previous  directors of the Company resigned
from their positions and Messrs. Gregarek, Delaney and Schlueter were elected to
the Board of Directors. (See Item 6, below.)



                                        2

</TABLE>

<PAGE>


Item 6. Resignations of Registrant's Directors.

     By Consent  Minutes dated August 6, 1997,  David J. Gregarek,  Frederick R.
Huttner and Henry F.  Schlueter  were elected to fill  vacancies on the Board of
Directors of the Company and the prior  directors of the Company,  J.R.  Nelson,
Donna K.  Nelson  and  Steven  Malcoun,  resigned  from the  Board of  Directors
effective  August 8, 1997.  None of the  directors  resigned  as a result of any
disagreement with the Company.


Item 7. Financial Statements and Exhibits.

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

     (c) The following Exhibits are filed with this Report on Form 8-K:

          99.1 Rescission  Agreement  effective July 2, 1997, by and between the
               Company,  Howard and Lacey Arnaiz and H.D. Arnaiz,  Ltd.,  Steven
               and  Diane  Malcoun,   Omega  Resources,   a  California  Limited
               Partnership,  Blazing Sunsets, a Limited Partnership, Matt Lucas,
               and Cedar Pacific Golf Properties.

          99.2 Stock Purchase Agreement  effective July 2, 1997 by and among the
               Company;  J.R. Nelson; and Jerrold D. Burden,  David J. Gregarek,
               Frederick R. Huttner, the Frederick R. Huttner-SEP,  and Henry F.
               Schlueter






                                   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 6, 1998                              /s/  Henry F. Schlueter
                                           ----------------------------------
                                              Henry F. Schlueter, Secretary




                                        3
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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):      July 2, 1997

                               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

                  6521 Calhoun Place, Littleton, Colorado 80123
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant.

     In July 1997, the Plan and Agreement of Reorganization (the "Plan") entered
into by JNS Marketing, Inc. (the "Company") and Cedar Pacific Golf Properties on
May 12,  1994  was  rescinded  due to the  failure  to  fulfill  certain  of the
conditions to which the Plan was subject.  The  22,938,593  shares of the no par
value common stock, which previously constituted control of the Company,  issued
to Howard and Lacey Arnaiz,  Steven and Diane Malcoun,  H.D. Arnaiz, Ltd., Omega
Resources,  a  California  Limited  Partnership,   Blazing  Sunsets,  a  Limited
Partnership and Matt Lucas pursuant to the Plan were returned to the Company and
restored to the status of authorized but unissued shares.

     On July 2, 1997, the Company  entered into a Stock Purchase  Agreement (the
"Agreement")  with David J.  Gregarek,  Frederick R.  Huttner,  the Frederick R.
Huttner  SEP,  Henry F.  Schlueter  and  Jerrold D.  Burden  (the  "Purchasers")
pursuant to which the Company issued and sold,  and the Purchasers  purchased an
aggregate of 22,938,593  shares of the no par value common stock of the Company.
The Purchasers' beneficial ownership of shares is as follows:

Name and Address                No. of Shares      Percent              Consideration
----------------                -------------      -------              -------------
                                                                   Amount            Source
                                                                   ------            ------
David J. Gregarek               5,734,648          22.7%           $17,500           Personal
P. O. Box 518                                                                        Funds
Littleton, Colorado  80160

Frederick R. Huttner            5,734,648(1)       22.7%           $17,500           Personal
13634 Taylor Crest Road                                                              Funds
Houston, Texas  77079

Henry F. Schlueter              5,734,649          22.7%           $17,500           Personal
1050 17th Street                                                                     Funds
Suite 1700
Denver, Colorado  80265

Jerrold D. Burden               5,734,648          22.7%           $17,500           Personal
Strategic Alliance Co.                                                               Funds
680 Franklin Street
Denver, Colorado  80218

----------------------------

(1)  Includes 3,932,330 shares owned of record by the Frederick R. Huttner SEP

The rescinding of the Plan and return of the shares  previously  issued pursuant
to  the  Plan,  and  the  issuance  of the  22,938,593  shares  pursuant  to the
Agreement, together, resulted in a change in control of the Company.

     Pursuant to the Agreement,  the previous  directors of the Company resigned
from their positions and Messrs. Gregarek, Delaney and Schlueter were elected to
the Board of Directors. (See Item 6, below.)

                                        2
Item 6. Resignations of Registrant's Directors.

     By Consent  Minutes dated August 6, 1997,  David J. Gregarek,  Frederick R.
Huttner and Henry F.  Schlueter  were elected to fill  vacancies on the Board of
Directors of the Company and the prior  directors of the Company,  J.R.  Nelson,
Donna K.  Nelson  and  Steven  Malcoun,  resigned  from the  Board of  Directors
effective  August 8, 1997.  None of the  directors  resigned  as a result of any
disagreement with the Company.

Item 7. Financial Statements and Exhibits.

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

     (c) The following Exhibits are filed with this Report on Form 8-K:

          99.1 Rescission  Agreement  effective July 2, 1997, by and between the
               Company,  Howard and Lacey Arnaiz and H.D. Arnaiz,  Ltd.,  Steven
               and  Diane  Malcoun,   Omega  Resources,   a  California  Limited
               Partnership,  Blazing Sunsets, a Limited Partnership, Matt Lucas,
               and Cedar Pacific Golf Properties.

          99.2 Stock Purchase Agreement  effective July 2, 1997 by and among the
               Company;  J.R. Nelson; and Jerrold D. Burden,  David J. Gregarek,
               Frederick R. Huttner, the Frederick R. Huttner-SEP,  and Henry F.
               Schlueter

                                   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 6, 1998                              /s/  Henry F. Schlueter
                                           ----------------------------------
                                              Henry F. Schlueter, Secretary

                                        3