UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HYTK Industries, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
404425 50 6
(CUSIP Number)
Ken Kurtz, 2133 East 9400 South, Suite 151, Sandy, Utah 84093
(Name, address and telephone number of person authorized to receive
notices and communications)
March 5, 1998
(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 subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box ( ).
Check the following box if a fee is being paid with the statement
( ).
<PAGE>
SCHEDULE 13D
CUSIP No. 404425 60 5 Page 1
of 3 Pages
1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Park Street Investments, Inc. ("Park Street"), 87-0517103
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) ( )
N/A (B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e). ( )
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Park Street was organized in the State of Utah.
7) SOLE VOTING POWER
NUMBER OF 2,002,565 (97.6%)
SHARES
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH 2,002,565 (97.6%)
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,565
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
97.6%
14) TYPE OF REPORTING PERSON
Park Street --- CO
<PAGE>
Item 1. Security and Issuer
This statement relates to common stock, par value $0.001 per
share, of HYTK Industries, Inc. ("Common Stock"). HYTK
Industries, Inc. ("HYTK") a Nevada corporation with principal
executive offices at 2133 East 9400 South, Suite 151, Sandy, Utah
84093.
Item 2. Identity and Background
(a) This statement is filed by Park Street Investments, Inc., a
Utah corporation ("Park Street").
(b) The business address for Park Street is 2133 East 9400
South, Suite 151, Sandy, Utah 84093.
(c) The principal business of Park Street is providing financial
and business consulting services.
(d) During the last five years, Park Street has not been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors)
(e) During the last five years, Park Street was not party to a
civil proceeding that resulted in 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
On September 20, 1995, Park Street received 102,567 shares of
Common Stock of the issuer as compensation (by way of finders
fee) for consulting services rendered as part of the negotiations
for, and the securing of, Canton Financial Services Corporation
("Canton"), a Nevada corporation, to provide general business
consulting services to HYTK. On October 31, 1995, the Majority
Shareholders of the issuer effected a 40-to-one reverse stock
split on the Company's issued and outstanding Common Stock. On
March 5, 1998, Park Street received 2,000,000 shares of Common
Stock of the issuer as compensation for consulting services.
Item 4. Purpose of Transaction
On September 20, 1995, the purpose of the issuance of stock to
Park Street was to compensate it, by way of finders fee, for the
consulting services that it had rendered as part of the
negotiations for, and the securing of, Canton to provide general
business consulting services to HYTK. On March 5, 1998, the
purpose of the issuance of stock to Park Street was compensation
for consulting services, pursuant to a Financial Consulting
Agreement dated March 5, 1998 between HYTK and Park Street.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities
identified pursuant to Item 1 beneficially owned by each
person named in Item 2 may be found in rows 11 and 13 of the
cover page.
(b) The powers each person identified in the preceding paragraph
has relative to the shares discussed herein may be found in
rows 7 through 10 of the cover page.
(c) There were no transactions in the class of securities
reported on that were effected during the last sixty days
aside from those discussed herein.
(d) No person aside from the reporting persons listed herein has
the right to receive or power to direct the receipt of
dividends from, or the proceeds from the sale of, such
securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Issuer entered into a Consulting Agreement dated September 1,
1995 and for an initial term of five years with Canton whereby
Canton was to provide business consulting services to HYTK.
Pursuant to this Consulting Agreement, HYTK issued Park Street
102,567 restricted shares of it's Common Stock, as a finder's fee
relative to Park Street introducing the Issuer to Canton. On
April 1, 1997 a Mutual Agreement to Terminate was signed by the
Issuer and Canton, whereby HYTK and Canton agreed to mutually
terminate the Consulting Agreement, dated September 1, 1995
between the Issuer and Canton, to the full extent. On March 5,
1998, the Issuer and Park Street entered into a Financial
Consulting Agreement, whereby Park Street was to provide the
Issuer with consulting services. As compensation for the
consulting services, HYTK issued Park Street 2,000,000 restricted
shares of it's Common Stock.
Item 7. Material to Be Filed as Exhibits.
Consulting Agreement dated September 1, 1995 between HYTK
Industries, Inc. and Canton Financial Services Corporation
attached hereto, marked Exhibit "A" and incorporated by reference
herein.
Financial Consulting Agreement dated March 5, 1998 between HYTK
Industries, Inc. and Park Street Investments, Inc. attached
hereto, marked Exhibit "B" and incorporated by reference herein.
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.
Park Street Investment, Inc.
/s/ Ken Kurtz, President
Dated: 7/10/98
Exhibit A
SC 13D dated July 10, 1998
Park Street Investments, Inc./ CIK 0000893845
CONSULTING AGREEMENT
This Consulting Agreement is made effective this 1ST day of
September 1995 by and between Canton Financial Services, Inc., a
Nevada corporation with offices at 268 West 400 South, Suite 310,
Salt Lake City, Utah 84101 (hereinafter "Consultant") and HYTK
Industries, Inc., a Nevada corporation with offices at 4582 South
Ulster Parkway, Stanford Place III, Suite 201, Denver, Colorado,
80237 (hereinafter referred to as HYTK or "Client") with respect
to the following:
RECITALS
WHEREAS, Consultant is in the business of providing general
business consulting services to privately held and publicly held
corporations; and
WHEREAS, Client desires to retain Consultant to provide
advice relative to corporate and consulting services;
NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and adequacy of which is
expressly acknowledged, Client and Consultant agree as follows:
1. Engagement of Consultant.
(a) Consultant agrees to be responsible for taking all
steps necessary to prepare Client for a merger. This includes,
but is not limited to, facilitating efforts to cause Client's
corporate status with the state to be in good standing;
restructuring Client's capital formation possibly through reverse
splits, reauthorization of debt and equity; negotiating the
settlement of outstanding debts and lawsuits; preparing financial
statements and audits; preparing and filing other documents with
the necessary regulatory bodies as is required by law, including,
but not limited to preparing and filing Forms 10-K and 10-Q if
necessary.
(b) Consultant agrees to prospect for, interview and
perform necessary due diligence on potential merger candidates
and to negotiate and structure a merger with potential
candidates.
(c) Consultant agrees to only consider merger candidates
that at a minimum meet NASDAQ listing requirements with respect
to gross assets and net worth.
(d) Consultant further agrees to aid Client in preparation
of Client's 15c2-11, and to use its best efforts to recruit
market makers in order to develop a market for Client's stock.
Additionally, Consultant agrees to prepare press releases and
corporate fact sheets and to perform other public and investor
relations services in an attempt to develop an active market for
Client's stock.
2. Compensation.
Client shall pay Consultant an hourly fee for the consulting
services provided during the Initial Consulting Period (as
defined below) with an option to convert any amounts due to
Consultant for said consulting services into stock of Client.
Client shall pay as a finders fee 1,025,675 shares or, 51%
of the issued and outstanding shares of the company, whichever is
greater, as follows: Park Street Investments, Inc., shall receive
the sum of 102,567 shares; A-Z Professional Consultants, Inc.
shall receive 923,108 shares.
3. Term of Agreement, Extensions and Renewals.
This Agreement shall have an initial term of five years (5)
(the "Initial Consulting Period") from the above date hereon
although if the Consulting Services are completed prior to the
expiration of this time period the agreement may be earlier
terminated and the Consultant paid the base fee. Thereafter,
this Agreement can be extended on a month to month basis (the
"Extension Period") by mutual agreement of the parties executed
in writing specifying the compensation for the Extension Period.
Such notice shall be in writing and shall be delivered at least
ten (10) days prior to the end of the Initial Consulting Period
or any subsequent extension period. In the event of termination
pursuant to this paragraph, neither party shall have any further
rights or obligations hereunder after the effective date of such
termination except that the obligation of Client to make payments
as provided for in this Agreement and to reimburse costs and
expenses shall continue until paid in full by Client.
4. Nondisclosure of Confidential Information.
In consideration for the Client entering into this
Agreement, Consultant agrees that the following items used in the
Clients business are secret, confidential, unique, and valuable,
were developed by Client at great cost and over a long period of
time, and disclosure of any of the items to anyone other than
Client's officers, agents, or authorized employees will cause
Client irreparable injury.
A. Non public financial information, accounting
information, plans of operations, possible mergers or
acquisitions prior to the public announcement;
B. Customer lists, call lists, and other confidential
customer data;
C. Memoranda, notes, records concerning the technical
processes conducted by Client;
D. Sketches, plans, drawings and other confidential
research and development data or;
E. Manufacturing processes, chemical formulae, and/or the
composition of Client's products.
5. Due Diligence.
Client shall supply and deliver to Consultant all
information relating to its business as may be reasonably
requested by Consultant to enable Consultant to make such
investigation of Client and its business prospects, and Client
shall make available to Consultant names, addresses and telephone
numbers as Consultant may need to verify or substantiate any such
information provided.
6. Best Efforts Basis.
Consultant agrees that it will at all times faithfully and
to the best of its experience, ability and talents, perform all
the duties that may be required of and from Consultant pursuant
to the terms of this Agreement. Consultant does not guarantee
that its efforts will have any impact on client's business or
that any subsequent financial improvement will result of
Consultant's efforts. Client understands and acknowledges that
the success of failure of Consultant's efforts will be predicated
on Client's assets and operating results.
7. Costs and Expenses.
Consultant agrees to front all hard costs, however Client
agrees that Consultant shall be reimbursed for these hard costs
either in cash or stock, simultaneously with paying the
liabilities currently owed by HYTK. If sufficient cash is not
available to pay both amounts due, Client and Consultant agree to
share the cash on a pro-rata basis, unless otherwise agreed to by
the parties.
8. All Prior Agreements Terminated.
This Agreement constitutes the entire understanding of the
parties with respect to the engagement of Consultant, and all
prior agreements and understandings with respect thereto and
hereby terminated and shall be of no force or effect.
9. Consultant is not an Agent or Employee.
Consultant's obligations under this Agreement consist solely
of the Consulting Services described herein. In no event shall
Consultant be considered to act as the employee or agent of
Client or otherwise represent or bind Client. For the purposes
of this Agreement, Consultant is an independent contractor. All
final decisions with respect to acts of Client or its affiliates,
whether or not made pursuant to or in reliance on information or
advice furnished by Consultant hereunder, shall be those of
Client or such affiliates and Consultant shall under no
circumstances by liable for any expense incurred or loss suffered
by Client as a consequence of such action or decisions.
10. Miscellaneous.
A. Authority. The execution and performance of this
Agreement have been duly authorized by all requisite
corporate action. This Agreement constitutes a valid
and binding obligation of the parties.
B. Amendment. This Agreement may be amended or modified
at any time and in any manner only by an instrument in
writing executed by the parties hereto.
C. Waiver. All the rights and remedies of either party
under this Agreement are cumulative and not exclusive
of any other rights and remedies provided by law. No
delay or failure on the part of either party in the
exercise of any right or remedy arising from a breach
of this Agreement shall operate as a waiver of any
subsequent right or remedy arising from a subsequent
breach of this Agreement. The consent of any party
where required hereunder to any act of occurrence shall
not be deemed to be a consent to any other act or
occurrence.
D. Assignment:
(i) Neither this Agreement nor any right created by it
shall be assignable by either party without the
prior written consent of the other;
(ii) Nothing in this Agreement, expressed or implied,
is intended to confer upon any person, other than
the parties and their successors, any rights or
remedies under this Agreement.
E. Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and
shall be deemed to be properly given when delivered in
person to an officer of the other party, when deposited
in the United States mails for transmittal by certified
or registered mail, postage prepaid, or when deposited
with a public telegraph company for transmittal or when
sent by facsimile transmission, charges prepared
provided that the communication is addressed:
(i) In the case of Consultant to:
Canton Financial Services, Inc.
Attn: Steven A. Christensen
268 West 400 South
Suite 310
Salt Lake City, Utah 84101
Telephone: (801) 575-8073
Facsimile: (801) 575-8340
(ii) In the Case of Client to:
HYTK Industries, Inc.
4582 South Ulster Parkway
Stanford Place III, Suite 201
Denver, Colorado 80237
or to such other person or address designated in
writing to receive notice.
F. Headings and Captions. The headings of paragraphs are
included solely for convenience. If a conflict exists
between any heading and the text of this Agreement, the
text shall control.
G. Entire Agreement. This instrument and the exhibits to
this instrument contain the entire Agreement between
the parties with respect to the transaction
contemplated by the Agreement. It may be executed in
any number of counterparts but the aggregate of the
counterparts together constitute only one and the same
instrument.
H. Effect of Partial Invalidity. In the event that any one
or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any
other provisions of this Agreement, but this Agreement
shall be constructed as if it never contained any such
invalid, illegal or unenforceable provisions.
I. Controlling Law. The validity, interpretation, and
performance of this Agreement shall be controlled by
and construed under the laws of the State of Utah, the
state in which this Agreement is being executed.
J. Attorney's Fees. If any action at law or in equity,
including an action for declaratory relief, is brought
to enforce or interpret the provisions of this
Agreement, the prevailing party shall be entitled to
recover actual attorney's fees from the other party.
The attorney's fees may be ordered by the court in the
trial of any action described in this paragraph or may
be enforced in a separate action brought for
determining attorney's fees.
K. Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
L. Mutual Cooperation. The parties hereto shall cooperate
with each other to achieve the purpose of this
Agreement, and shall execute such other and further
documents and take such other and further actions as
may be necessary or convenient to effect the
transactions described herein.
M. Further Actions. At any time and from time to time,
each party agrees, at its or their expense, to take
actions and to execute and deliver documents as may be
reasonably necessary to effectuate the purposes of this
Agreement.
N. Indemnification. Client agrees to indemnify, defend
and hold Consultant harmless from and against all
demands, claims, actions, losses, damages, liabilities,
costs and expenses, including without limitation,
interest, penalties and attorneys' fees and expenses
asserted against or imposed or incurred by either party
by reason of or resulting from a breach of any
representation, warranty, covenant condition or
agreement of the other party to this Agreement.
O. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer upon any
person, other than the parties hereto and their
successors, any rights or remedies under or by reason
of this Agreement, unless this Agreement specifically
states such intent.
P. Facsimile Counterparts. If a party signs this Agreement
and transmits an electronic facsimile of the signature
page to the other party, the party who receives the
transmission may rely upon the electronic facsimile as
a signed original of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date herein above written.
HYTK INDUSTRIES, INC. CANTON FINANCIAL SERVICES, INC
By: Gordon Beckstead, President By: Steven Christensen, President
Exhibit B
SC 13D dated July 10, 1998
Park Street Investments, Inc./ CIK 0000893845
FINANCIAL CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective
this 5th day of March 1998 by and between, Park Street
Investments, Inc. ("Consultant"), a Utah corporation and HYTK
Industries, Inc. ("Client"), a Nevada corporation with respect to
the following:
RECITALS
WHEREAS, Consultant is in the business of providing general
business consulting services to privately held and publicly held
corporations; and
WHEREAS, Client desires to retain Consultant to provide
advice relative to corporate and business consulting services.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises,
covenants, and agreements contained herein, and for other good
and valuable consideration, the receipt and adequacy of which is
expressly acknowledged, Client and Consultant agree as follows:
1. Engagement of Consultant. Consultant agrees to use its best
efforts to assist Client:
a. and counsel of Client relative to the steps necessary
to prepare Client for a merger, acquisition or
business combination ("Reorganization"). This
includes, but is not limited to, facilitating efforts
to cause Client's corporate status with the state to be
in good standing and to maintain its standing as so
during the term of this Agreement; in the negotiations
for potential settlement of Client's outstanding debts
and litigation; in preparing financial statements and
obtaining an audit on the financial statements in
accordance with US GAAP standards by an accounting firm
with SEC peer review; in preparing and filing other
documents with the necessary regulatory bodies as is
required by law, including, but not limited to,
preparing and filing Forms 10-K and 10-Q as necessary;
b. in prospecting for, negotiating with and structuring a
merger or business combination with a potential
reorganization candidate ("Reorganization Candidate").
c. in finding an attorney to provide any necessary legal
assistance and opinions as required or if requested;
d. to maintain Client's corporate books and records and to
assist Client in the preparation of corporate
resolutions, and other correspondences necessary to
fulfill its obligations under this Agreement, including
Board and shareholder resolutions, resignations and
appointments;
e. in paying for all of the costs for the above.
All of the foregoing services collectively are referred to
herein as the "Consulting Services."
2. Compensation Client shall compensate Consultant for
consulting services ("Consulting Services") rendered
pursuant to this Agreement as follows:
a. Client shall issue to Consultant, 2,000,000 restricted
shares of its Common Stock valued at $0.001 par value.
b. Client shall issue to Consultant, shares of its common
stock in an amount not to exceed ten percent (10%) of
the total issued and outstanding shares of Client which
amount is to be based on the total issued and
outstanding shares of Client after a Reorganization
between Client and a Reorganization Candidate.
c. Consultant shall also be entitled to any cash fee that
it is able to achieve from the reorganization
candidate.
d. All shares issued to Consultant pursuant to Section
2(b) of this Agreement shall be registered under
section S-8 of the Securities and Exchange Act. If
Consultant's shares are deemed restricted under the
Act, such shares shall have "piggy back" registration
rights with any registration statement, such statement
filed at such time as Client, in its sole discretion,
deems advisable.
3. Term of Agreement, Extensions and Renewals
This Agreement shall have a term of two years (the "Initial
Consulting Period") from the date first appearing herein.
This Agreement may be extended on a month to month basis
(the "Extension Period") by mutual agreement of the parties
executed in writing specifying the compensation for the
Extension Period. This Agreement may also be terminated
when a Reorganization is completed and Consultant is
compensated as described in this Agreement.
Notwithstanding the above in this paragraph, in the event of
early termination, Client shall be obligated for any amounts
due under this agreement. Such notice of either extension
or termination shall be in writing and shall be delivered
via U.S. certified mail, when applicable, effective ten (10)
days after delivery to the other party.
4. Best Efforts Basis
Consultant agrees that it will at all times faithfully, to
the best of its experience, ability and talents, perform all
the duties that may be required of and from Consultant
pursuant to the terms of this Agreement. Consultant does
not guarantee that its efforts will have any impact on the
Clients' business or that any subsequent financial
improvement will result from Consultants' efforts. Client
understands and acknowledges that the success or failure of
Consultants' efforts will be predicated on the Clients'
assets and operating results.
5. Independent Legal and Financial Advice
Consultant is not a law firm; neither is it an accounting
firm. Consultant does, however, employ professionals in
those capacities to better enable Consultant to provide
Consulting Services. Client represent that they have not
nor will they construe any of the Consultants'
representations to be statements of law. Each entity has
and will continue to seek the independent advice of legal
and financial counsel regarding all material aspects of the
transactions contemplated by this Agreement, including the
review of all documents provided by Consultant to Client and
all opportunities Consultant introduces to Client.
6. Miscellaneous
a. The execution and performance of this Agreement has
been duly authorized by all requisite individual or
corporate actions and approvals and is free of conflict
or violation of any other individual or corporate
actions and approvals entered into jointly and
severally by the parties hereto. This Agreement
represents the entire Agreement between the parties
hereto, and supersedes any prior agreements with
regards to the subject matter hereof. This Agreement
may be executed in any number of facsimile counterparts
with the aggregate of the counterparts together
constituting one and the same instrument. This
Agreement constitutes a valid and binding obligation of
the parties hereto and their successors, heirs and
assigns and may only be assigned or amended by written
consent from the other party.
b. No term of this Agreement shall be considered waived
and no breach excused by either party unless made in
writing. In the event that any one or more of the
provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions
of this Agreement, and this Agreement shall be
constructed as if it never contained any such invalid,
illegal or unenforceable provisions. From time to
time, each party will execute additional instruments
and take such action as may be reasonably requested by
the other party to confirm or perfect title to any
property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
c. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of
Utah and any dispute arising out of this Agreement
shall be brought in a court of competent jurisdiction
in Salt Lake County, Utah. If any action is brought to
enforce or interpret the provisions of this Agreement,
the prevailing party shall be entitled to recover
reasonable attorneys' fees, court costs, and other
costs incurred in proceeding with the action from the
other party.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date herein above written.
HYTK Industries, Inc.
Ken Kurtz, President
Park Street Investments, Inc.
Ken Kurtz, President
