UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HYTK Industries, Inc.
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
404425605
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(CUSIP Number)
Richard M. Cornell, 701 East Main Street, Benedict, KS 66714, 316-698-2250
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(Name, address and telephone number of person
authorized to receive notices and communications)
December 31, 1998
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(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 ( )
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SCHEDULE 13D
CUSIP No. 404425605
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1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Douglas L. Lamb
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( )
(B) (X)
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
SC and OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e). ( )
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7) SOLE VOTING POWER
NUMBER OF 80,766
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 508,527
EACH --------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH 80,766
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10) SHARED DISPOSITIVE POWER
508,527
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,793
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(X)
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 404425605
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1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Marsha K. Lamb
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( )
(B) (X)
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
SC and OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e). ( )
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7) SOLE VOTING POWER
NUMBER OF 15,500
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,483,527
EACH --------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH 15,500
--------------------------------------------------
10) SHARED DISPOSITIVE POWER
1,483,527
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,499,027
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(X)
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.1%
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14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 404425605
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1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Henry F. Mogg
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( )
(B) (X)
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
SC and OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e). ( )
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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7) SOLE VOTING POWER
NUMBER OF 1,162,050
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH 1,162,050
--------------------------------------------------
10) SHARED DISPOSITIVE POWER
0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,162,050
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1%
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14) TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
This statement relates to common stock, par value $0.001 ("Common Stock"), of
HYTK Industries, Inc., a Nevada corporation, with principal executive offices
at 701 East Main Street, Benedict, KS 66714 (the "Company").
Item 2. Identity and Background
This statement is filed jointly by Douglas L. Lamb, Marsha K. Lamb and Henry
F. Mogg. Douglas L. Lamb and Marsha K. Lamb are husband and wife, citizens of
the United States, and principally occupied in oil and gas industry at 701
East Main Street, Benedict, KS 66714. Henry F. Mogg is a citizen of Florida
whose business address is 26933 Eckel Road, Perrysburg, OH 43552. The
beneficial ownership of Henry F. Mogg stems from The Henry F. Mogg M&M Trust,
which nominally owns shares Henry F. Mogg beneficially owns. Henry F. Mogg is
the settlor and trustee of the Trust and has full and exclusive personal power
of revocation and amendment over the Trust as long as he is alive.
None of the entities described above have, during the last five years, been
(a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding
any of the above was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, or finding any violation with respect to federal or state securities laws.
Item 3. Source and Amount of Funds or Other Consideration
Douglas L. Lamb beneficially owns 1,579,793 shares of Common Stock. These
shares are owned and were acquired as follows: (i) 67,266 shares acquired by
Douglas L. Lamb on January 7, 1999, from the Company for services rendered;
(ii) 975,000 shares acquired by Crown Properties LC, which is 100% owned by
Marsha K. Lamb, Douglas L. Lamb's wife, on December 31, 1998, in connection
with the merger ("Merger") of Quest Resource Corporation into HYTK Holding
Co., Inc., a wholly owned subsidiary of the Company; (iii) 13,500 shares
acquired by Marsha K. Lamb on December 31, 1998, in connection with the
Merger; (iv) 2,000 shares acquired by Marsha K. Lamb on January 7, 1999 from
the Company for services rendered; (v) 508,527 shares acquired by Bonanza
Energy Corporation of Kansas, which is jointly owned by Douglas L. Lamb and
Marsha K. Lamb, on December 31, 1998, in connection with the Merger; and (vi)
13,500 shares acquired by Douglas L. Lamb on December 31, 1998, in connection
with the Merger. Douglas L. Lamb disclaims beneficial ownership of the shares
specified in clauses (ii), (iii) and (iv) above. For more information on the
Merger, see the Company's Form 10-QSB for the quarter ended November 30, 1998.
For more information on the shares received for services rendered, see Item 4
below.
Marsha K. Lamb beneficially owns 1,579,793 shares of Common Stock. These
shares are owned and were acquired as follows: (i) 2,000 shares acquired by
Marsha K. Lamb on January 7, 1999, from the Company for services rendered;
(ii) 975,000 shares acquired by Crown Properties LC, which is 100% owned by
Marsha K. Lamb on December 31, 1998, in connection with Merger; (iii) 13,500
shares acquired by Marsha K. Lamb on December 31, 1998, in connection with the
Merger; (iv) 508,527 shares acquired by Bonanza Energy Corporation of Kansas,
which is jointly owned by Douglas L. Lamb and Marsha K. Lamb, on December 31,
1998, in connection with the Merger; (v) 13,500 shares acquired by Douglas L.
Lamb on December 31, 1998, in connection with the Merger; and (vi) 67,266
shares acquired by Douglas L. Lamb on January 7, 1999, from the Company for
services rendered. Marsha K. Lamb disclaims beneficial ownership of the
shares specified in clauses (v) and (vi) above. For more information on the
Merger, see the Company's Form 10-QSB for the quarter ended November 30, 1998.
For more information on the shares received for services rendered, see Item 4
below.
Henry F. Mogg beneficially owns 1,162,050 shares of Common Stock, all of which
are nominally held by The Henry F. Mogg M&M Trust (the "Trust"). These shares
are owned and were acquired as follows: (i) 400,000 shares were beneficially
received by Henry F. Mogg on January 7, 1999 from the Company for services
rendered but immediately transferred to the Trust; and (ii) 762,050 shares
acquired by the Trust on December 31, 1998 from the Company in connection with
the Merger. Henry F. Mogg is the settlor and trustee of the Trust and has
full and exclusive personal power of revocation and amendment over the Trust
as long as he is alive. For more information on the shares received for
services rendered, see Item 4 below.
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Item 4. Purpose of Transaction
The purpose of the bulk of these issuances was to facilitate the Merger of
Quest Resource Corporation ("Quest") into HYTK Holding Co., Inc., a wholly
owned subsidiary of the Company ("HYTK Holding"). Pursuant to the Merger, the
shareholders of Quest, including Douglas L. Lamb, Marsha K. Lamb and Henry F.
Mogg, received one share of the Company's Common Stock in exchange for each
share of Common Stock owned in Quest.
The shares described in Item 3 acquired for services rendered were issued to
compensate Douglas L. Lamb, Marsha K. Lamb and Henry F. Mogg for their
services in connection with Quest's internal reorganization and consolidation
and Merger with HYTK Holding.
Item 5. Interest in Securities of the Issuer
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 pages. The powers each person identified in the
preceding paragraph have relative to the shares discussed herein may be found
in rows 7 through 10 of the cover page. 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material to Be Filed as Exhibits.
Attached as Exhibit A is a copy of an agreement between and among Douglas L.
Lamb, Marsha K. Lamb and Henry F. Mogg whereby they consent to have this
statement filed on their behalf pursuant to Rule 13d-1(f) of the Securities
Exchange Act of 1934.
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.
Date: February 2, 1999
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Douglas L. Lamb
/s/ Douglas L. Lamb
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Douglas L. Lamb
Marsha K. Lamb
/s/ Marsha K. Lamb
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Marsha K. Lamb
Henry F. Mogg
/s/ Henry F. Mogg
----------------------------
Henry F. Mogg
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Exhibit A
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT ("Agreement") is entered into between and
among Douglas L. Lamb ("DL"), Marsha K. Lamb ("ML") and Henry F. Mogg ("HM")
on this 2nd day of February 1999.
NOW, THEREFORE, based on the foregoing premises, which are incorporated
herein by this reference, and for and in consideration of the mutual covenants
and agreements contained herein, and in reliance on the representations and
warranties set forth in this Agreement, the benefits to be derived herein and
for other valuable consideration, the sufficiency of which is hereby expressly
acknowledged, the Parties agree as follows:
1. DL, ML and HM acknowledge that all are required to file with the
Securities and Exchange Commission a Schedule 13D as a result of their
individual acquisitions of common stock in HYTK Industries, Inc. and, in
the interest of consolidation and efficiency, desire to file a single
statement pursuant to Rule 13d-1(f) of the Securities Exchange Act of
1934.
2. DL, ML and HM hereby consent to have a single Schedule 13D filed
pursuant to Rule 13d-1(f) as fulfillment of the obligation individual
obligation of DL, the individual obligation of DL and the individual
obligation of HM to file such a schedule in a joint manner.
IN WITNESS WHEREOF, the signatures of the parties hereto evidence their
mutual assent and acceptance of this Agreement as of the date first set forth
above.
"DL" - Douglas L. Lamb
/s/ Douglas L. Lamb
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Douglas L. Lamb
"ML" - Marsha K. Lamb
/s/ Marsha K. Lamb
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Marsha K. Lamb
"HM" - Henry F. Mogg
/s/ Henry F. Mogg
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Henry F. Mogg
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