UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
KINETIKS.COM, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
494615 10 7
(CUSIP Number)
Alan Koslow
Foster Pepper & Shefelman
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-8922
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 20, 1996
(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 Rule 13d-1(b)(3) or (4), check the
following box. / /.
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).
Page 1 of 4 Pages
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CUSIP NO. 494615 10 7 13D Page 2 of 4 Pages
(1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Dwayne Walker
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Walker is a U.S. citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER
400,000 shares
(8) SHARED VOTING POWER
-0- shares
(9) SOLE DISPOSITIVE POWER
400,000 shares
(10) SHARED DISPOSITIVE POWER
-0- shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.81%
(14) TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 Pages
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ITEM 1. SECURITY AND ISSUER
Title of Class of Equity Securities: Common Stock, $.001 par value per
share, of Kinetiks.Com, Inc. (the "Issuer").
Name and Address of Principal Executive Offices of the Issuer:
Kinetiks.Com, Inc. 700 Rockmead Drive Suite 240 Kingwood, Texas 77339
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing: Dwayne Walker
State of Organization: Washington
(b) Principal Business: President of TechWave Inc.
(c) Address of Principal Business:
720 Olive Way, Suite 920 Seattle, Washington 98101
(d) Conviction in a Criminal Proceeding (excluding traffic violations or
similar misdemeanors) during the Last Five Years: No
(e) Party in a Civil Proceeding during the last five years and as a result
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: No
(f) Citizenship: Mr. Walker is a U.S. citizen
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The sole source of the funds is personal funds of Mr. Walker. The amount of
funds used in making the purchase described in Item 5 is $100,000.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of securities of the Issuer is for
investment purposes. Mr. Walker does not presently intend to purchase additional
shares of common stock of the Issuer. Mr. Walker does presently intend to sell
shares of common stock of the Issuer as soon as reasonably practicable. (See
Item 6 below.) However, various factors, including without limitation, the price
of the stock of the Issuer, stock market conditions and business prospects of
the Issuer will impact Mr. Walker's decision to sell shares of stock of the
Issuer. Except as set forth herein, Dwayne Walker does not have any plans
or proposals that relate to or would result in any of the matters specified in
Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number of Shares of Common Stock of the Issuer: Beneficially
Owned - 400,000 shares.
Percentage of Common Stock of the Issuer owned (based on 3,387,924 shares
of common stock outstanding as of December 31, 1996): 11.81%
(b) Sole Voting Power: 400,000
Sole Dispositive Power: 400,000
Page 3 of 4 Pages
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Shared Voting Power: -0-
Shared Dispositive Power -0-
(c) The following transaction in common stock of the Issuer was effected by
Mr. Walker:
Pursuant to the Purchase Agreement dated October 31, 1996, Mr. Walker
purchased 400,000 shares of common stock from the Issuer for a purchase price of
$100,000. The per share price was $0.25. In connection with this transaction,
the Company retired 400,000 shares of common stock of the Issuer, which were
owned by Greg Carr, Chairman of the Issuer.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Issuer has agreed with Mr. Walker to file a registration statement
under the Securities Act of 1933 with respect to any or all of the 400,000
shares of common stock of the Issuer. Mr. Walker may give notice to the Issuer
at any time after January 31, 1997 to require the Issuer to file a registration
statement for any or all of the 400,000 shares of common stock of the Issuer,
which are owned by Mr. Walker.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Purchase Agreement between the Issuer and Dwayne Walker dated October 31,
1996.
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.
January 10, 1997. /s/ Dwayne Walker
Dwayne Walker
Page 4 of 4 Pages
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October 31, 1996
Mr. Dwayne Walker
President and CEO
TechWave
720 Olive Way, Suite 920
Seattle, Washington 98101
Dear Dwayne:
We have agreed that Dwayne Walker will purchase on October 31, 1996 four hundred
thousand (400,000) shares of KNET common stock at a price of $100,000 (ie.,
$0.25 per share). One hundred thousand dollars ($100,000) represents the entire
purchase price will be payable upon execution and delivery of this letter on
October 31, 1996.
In connection with the sale of the 400,000 shares, Dwayne Walker and KNET shall
enter into a final definitive agreement, substantially in the form of Appendix A
hereto, providing demand registration rights to Dwayne Walker for the 400,000
shares.
Specifically, with respect to TechWave, and in consideration of Dwayne Walker's
purchase of 400,000 shares of KNET common stock, Kinetiks hereby agrees to
terminate it's letter of intent agreement with Web Solutions and Intelligent
Software Solutions.
It is understood that to be valid, this grant of letter of intent cancellation
is conditional upon the receipt by Kinetiks of the agreed upon $100,000 prior to
the November 1, 1996 meeting.
The Company represents that sufficiently authorized common stock is available,
that no shareholder lawsuits are pending, and that the board has approved the
issue of the 400,000 shares being sold.
Your acceptance of this letter will affirm our mutual interest as set forth
herein insofar as your obligation to pay the purchase price for the 400,000
shares on October 31, 1996.
Sincerely,
KINETIKS.COM, INC.
By: /s/ Gregory S. Carr
Gregory S. Carr
President and CEO
Accepted and Agreed to this 31st day of October, 1996.
By: /s/ Dwayne Walker
Dwayne Walker
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Appendix A - Demand Registration
(a) If the Holder shall give notice to the Company at any time after
January 31, 1997 to the effect that such Holder desires to register under the
Securities Act of 1933 (the "Act") any or all of the 400,000 shares of common
stock of the Company (the "Registrable Securities") issued in connection with
the Letter of Intent, dated October 31, 1996, between the Company and TechWave,
under such circumstances that a public distribution (within the meaning of the
Act) of any such securities will be involved, then the Company will promptly,
but no later than four (4) weeks after receipt of such notice, file a new
registration statement pursuant to the Act, so that such designated Registrable
Securities may be publicly sold under the Act as promptly as practicable
thereafter and the Company will use its reasonable efforts to cause such
registration to become and remain effective (including the taking of such steps
as are necessary to obtain the removal of any stop order) within ninety (90)
days after the receipt of such notice, provided, that such Holder shall furnish
the Company with appropriate information in connection therewith as the Company
may reasonably request in writing. Notwithstanding the notice to the Company by
the Holder, the Company is only required to file one demand registration
statement pursuant to this paragraph during the one-year period beginning on
January 31, 1997.
(b) All costs and expenses of the registration shall be borne by the
Company, except that the Holder shall bear any underwriting discounts or
commissions applicable to any of the securities sold by it. The Company will
maintain such registration statement current under the Act for a period of at
least six (6) months (and up to an additional three months if requested by the
Holder) from the effective date thereof. The Company shall supply prospectuses,
and such other documents as the Holder may request in order to facilitate the
public sale or other disposition of the Registrable Securities, use its
reasonable efforts to register and qualify any of the Registrable securities for
sale in such states as such Holder)s) designate (but not if, by so doing, the
Company would thereby be required to qualify to do business or submit to the
general jurisdiction of the courts therein) and furnish indemnification in the
manner provided in the indemnification provisions below.
Indemnification:
(a) Whenever pursuant to the Demand Registration provisions set forth
above, a registration statement relating to the Registrable Securities is filed
under the Act, amended or supplemented, the Company will indemnify and hold
harmless the Holder of the securities covered by such registration statement,
amendment or supplement (such Holder being hereinafter called the "Distributing
Holder"), and each person, if any, who controls (within the meaning of the Act)
the Distributing Holder, and each underwriter (which the meaning of the Act),
against any losses,
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claims, damages or liabilities, joint or several, to which the Distributing
Holder, any such controlling person or any such underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any such registration statement or any preliminary prospectus or final
prospectus constituting a part thereof or any amendment or supplement thereto,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading and will reimburse the Distributing Holder or
such controlling person or underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action provided, however,
that the Company will not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
said registration statement, said preliminary prospectus, said final prospectus
or said amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder or use in preparation thereof.
(b) The Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act) against
any losses, claims, damages or liabilities, joint or several, to which the
Company or any such director, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or are based upon any
untrue or alleged untrue statements of any material fact contained in said
registration statement, said preliminary prospectus, said final prospectus, or
said amendment or supplement, or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information furnished
by such Distributing Holder for use in the preparation thereof; and will
reimburse the Company or any such director, officer or controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under
these indemnification provisions or notice of the commencement of
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any action, such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party, give the indemnifying party notice of the
commencement thereof, but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under these indemnification provisions.
(d) In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in and, to the extent that it
may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under these
indemnification provisions for any legal or together expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation. No settlement shall be made without the
consent of the indemnifying party.
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