UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Klever Marketing, Inc.
(Name of Issuer)
Common Stock , par value $0.01
(Title of Class of Securities)
498589 10 0
(CUSIP Number)
Paul G. Begum, CEO, 350 West 300 South, Suite 201, Salt Lake City, Utah 84101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 5, 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 o.
Check the following box if a fee is being paid with the statement o. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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>
SCHEDULE 13D
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CUSIP No. 498589 10 0 Page 2 of 7 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Begum
SSN# ###-##-####
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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*
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
U.S.A.
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7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 830,998
OWNED BY
EACH
REPORTING
PERSON
WITH
====== ====================================================
8
SHARED VOTING POWER
4,126,476(1)
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9
SOLE DISPOSITIVE POWER
830,998
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10
SHARED DISPOSITIVE POWER
4,126,476(1)
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,126,476(1)
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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)
41.3%(1)
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14
TYPE OF REPORTING PERSON*
IN
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1. Number of shares described herein include number of shares held by Tree of
Stars, Inc. a Nevada corporation with Mr. Begum as an officer, a director and
principal shareholder and also includes a number of shares held by PSF, Inc., a
Utah corporation with Mr. Begum as its officer, and principal shareholder. Mr.
Begum is deemed to be the beneficial owner of these shares due to his described
positions.
<PAGE>
SCHEDULE 13D
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CUSIP No. 498589 10 0 Page 3 of 7 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tree of Stars, Inc.
87-0304863
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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*
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
Nevada
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7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 3,320,078
OWNED BY
EACH
REPORTING
PERSON
WITH
======== ==================================================
8
SHARED VOTING POWER
-0-
======== ==================================================
9
SOLE DISPOSITIVE POWER
3,320,078
======== ==================================================
10
SHARED DISPOSITIVE POWER
-0-
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,320,078
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* | |
============ ===================================================================
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.1%
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14
TYPE OF REPORTING PERSON*
CO
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<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
This schedule relates to Common Stock, par value $0.01 per share (the
"Common Stock") of KLEVER MARKETING, Inc. (the "Issuer") a Delaware corporation
whose operating plan includes the acquisition of patents and development,
manufacture and marketing of electronic in-store advertising, directory and
coupon services. The principal offices of the Issuer are located at 350 West 300
South, Suite 201, Salt Lake City, Utah 84101.
Item 2. Identity and Background
(a) This statement is filed jointly by Paul G. Begum, an individual,
and Tree of Stars, Inc., a Nevada corporation ("TOSI").
(b) The business address for Mr. Begum and the principal address of
TOSI is P.O. Box 58045, Salt Lake City, Utah 84158.
(c) Mr. Begum is presently the Chief Executive Officer and a director
of the Issuer. Mr. Begum is also a director, officer and principal
shareholder of Tree of Stars, Inc., a Nevada corporation whose
principal business operations include movie productions. Mr. Begum
is also an officer, a director and the principal shareholder of
PSF, Inc. a Utah corporation and is the Trustee of The Reed
Bradford Center for Christian Living.
(d) At no time during the past five years has Mr. Begum or TOSI been
convicted in a criminal proceeding.
(e) During the past five years neither Mr. Begum nor TOSI has been a
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 of any violation with respect to such laws.
(f) Mr. Begum is a Utah resident and a citizen of the U.S.A. TOSI is a
Nevada corporation.
Item 3. Source and Amount of Funds or Other Consideration
On July 5, 1996, the Issuer merged with Klever Kart, Inc. Following the
merger the Issuer's total issued and outstanding shares as set forth in the
Issuer's annual report filed with the Securities and Exchange Commission ("SEC")
on Form 10-KSB for the fiscal year ending December 31, 1996, was 9,443,513
shares. Since the date of the merger Mr. Begum and TOSI have each owned of
record at least 5% of the Issuer's total outstanding shares. Material
transactions concerning Mr. Begum and TOSI and the Common Stock of the Issuer
are described below:
On July 5, 1996, TOSI held of record 3,165,078 shares of the Issuer's
Common Stock an amount equal to 33.5% of the Issuer's total issued and
outstanding Common Stock, as of such date. Mr. Begum is deemed to be
the beneficial owner of the shares described herein due to his
positions as officer, a director and principal shareholder of TOSI. At
the same time Mr. Begum was also granted 608,564 options which were
immediately exercisable and will not expire until the year 2000.
Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934 all
options will be deemed to be outstanding for the purpose of computing
percentages of outstanding common stock of the Issuer. Accordingly, Mr.
Begum's total outstanding shares equaled 3,773,642, an amount
representing 40% of the Issuer's total issued and outstanding Common
Stock as of such date.
On August 5, 1996, Mr. Begum received 5,000 additional options which
were immediately exercisable and will not expire until August 7, 1999.
These options were granted to Mr. Begum in consideration of financial
support personally rendered to the Issuer. The additional options
increased Mr. Begum's total outstanding shares to 3,778,642, an amount
still representing 40% of the Issuer's total issued and outstanding
Common Stock as of August 5, 1996.
On February 24, 1997, Mr. Begum acquired directly from the Issuer an
aggregate of 160,000 shares of the Issuer's Common Stock in three
separate transactions. Mr. Begum subsequently assigned 100,000 of such
shares to the Reed Bradford Center for Christian Living and 60,000 of
such shares to PSF, Inc. a Utah corporation. Mr. Begum may be deemed to
be the beneficial owner of the shares described herein due to his
position as Trustee of The Reed Bradford Center for Christian Living
and his positions as officer and principal shareholder of PSF. Inc..
These additional issuances increased Mr. Begum's ownership interest to
42% of the Issuer's total issued and outstanding Common Stock or an
amount equivalent to 3,938,642 shares.
On February 25, 1997, Mr. Begum acquired 155,000 shares of the Issuer's
Common Stock as compensation for services rendered. These shares were
subsequently assigned to TOSI. Mr. Begum may be deemed to be the
beneficial owner of these shares due to his position previously
described herein. Such additional issuances increased Mr. Begum's
ownership position to 43.6% of the Issuer's total issued and
outstanding Common Stock or 4,093,642 shares as of February 25, 1997.
Accordingly, TOSI's ownership position increased to 35.1% of the
Issuer's total issued and outstanding Common Stock or 3,320,078 shares
as of February 25, 1997.
On December 18, 1997, Mr. Begum received 31,834 shares from the Issuer
in consideration for patent technologies regarding electronic
couponing, which Mr. Begum granted to the Issuer. This issuance did not
materially affect Mr. Begum's ownership interest although the number of
shares beneficially owned by Mr. Begum increased to 4,125,476. TOSI's
ownership position did not change from 35.1%.
On March, 6, 1998, the Issuer published its annual report on Form
10-KSB for the fiscal year ending December 31, 1997, as filed with the
"SEC". Pursuant to the annual report, the Issuer's total issued and
outstanding shares of Common Stock totaled 10,035,401 as of December
31, 1997. At the time of filing, Mr. Begum's ownership interest equaled
41.1% of the Issuer's total issued and outstanding Common Stock or
4,126,476 shares. At the same time, TOSI's ownership position changed
to 33.0% of the Issuer's Common Stock. Although, TOSI's number of
shares did not change from 3,320,078.
Item 4. Purpose of Transaction
All shares of the Issuer's Common Stock described in this schedule were
issued for investment purposes only and not with a view, intent or purpose to
effect any material corporate change or status in the Issuer's organizational
structure or charter nor with a view, intent or purpose to effect any proposal
to effect any material corporate change or status in the Issuer's organizational
structure or charter.
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 reporting
entity named in Item 2 may be found in rows 11 and 13 of the cover
page.
(b) The powers each reporting entity 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 entities 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
There are no known contracts, arrangements, understandings or
relationships existing between the Issuer and Mr. Begum and TOSI, the
reporting entities named in Item 2 or between any other persons or any person
relating to the securities of the Issuer including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures outside of
those described below.
In September 1993, Mr. Begum and Mr. Mark Geiger, vice president of
Operations of the Issuer assigned the exclusive patent and certain
technologies related to electronic couponing to the Company. In consideration
for the assigned patent and technologies, the Company issued 160,000 shares of
Common Stock to Mr. Begum and issued 20,000 shares to Mr. Geiger.
Additionally, Mr. Begum received a payment of $50,000 and Mr. Geiger received
a payment of $10,000. All such shares described herein were valued at $0.60.
per share.
Item 7 Material to be Filed as Exhibits
Attached hereto as "Exhibit A" is an Agreement between Mr. Begum and
TOSI, the reporting entities described herein setting forth their mutual
consent to file this Schedule jointly.
<PAGE>
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.
KLEVER MARKETING, INC.
/s/Paul G. Begum
------------------------
Paul G. Begum, Chief Executive Officer
<PAGE>
EXHIBIT A
AGREEMENT
THIS AGREEMENT ("Agreement") is entered into by and between Paul G.
Begum, an Individual and Tree of Stars, Inc., a Nevada corporation with
principal offices at 350 West 300 South, Suite 201, Salt Lake City, Utah 84101
(hereinafter referred to as "the Parties") on this 31st day of July 1998.
PREMISE
WHEREAS, each of the Parties are required to file a Schedule 13D as
promulgated under the Securities Act of 1933 (the "Act") due to their
beneficial ownership of the common stock of Klever Marketing, Inc., a Delaware
corporation, ("KMI");
AGREEMENT
NOW THEREFORE, based on the foregoing premise, which is 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 the 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. Each of the Parties acknowledge that each other is required to
file with the Securities and Exchange Commission, a Schedule 13D
as a result of their beneficial ownership of common stock in KMI,
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. The Parties hereby consent to have a single Schedule 13D filed
pursuant to Rule 13D-1(f) as fulfillment of the individual
obligation of Paul G. Begum and the individual obligation of Tree
of Stars, Inc.
IN WITNESS WHEREOF, the signatures of the parties hereto evidence their
mutual consent and acceptance of the Agreement as of the date first set forth
above.
Paul G. Begum Tree of Stars, Inc.
/s/Paul G. Begum /s/Paul G. Begum
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Paul G. Begum, an Individual Paul G. Begum, President
