SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
K.L.S. ENVIRO RESOURCES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
482530102
(CUSIP Number)
Cary L. Jennings, Esq.
BROUDE, SMITH & JENNINGS, P.C.
309 West 7th Street, Suite 1100
Fort Worth, Texas 76102
TELEPHONE: (817)335-1615
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 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 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 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 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.
Page 1 of 7
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SCHEDULE 13D Page 2 of 7
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1. NAME OF REPORTING PERSON SHARPSHOOTER RESOURCES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON 75-2738876
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (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 ITEM
2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas
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NUMBER OF 7. SOLE VOTING POWER 1,500,000
SHARES ----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,500,000
REPORTING ----------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,500,000
EACH REPORTING PERSON
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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 8.7%
ROW (11)
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14. TYPE OF REPORTING PERSON CO
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SCHEDULE 13D Page 3 of 7
ITEM 1. SECURITY AND ISSUER.
(a) Name and Address of Principal Executive Offices of Issuer:
K.L.S. Enviro Resources, Inc. ("KLSE")
5500 East Loop 820 South, Suite 100
Fort Worth, Texas 76119-6571
(b) Title and Class of Equity Securities: Common Stock
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing: Sharpshooter Resources, Inc., a Texas
corporation (the "Reporting Person")
The executive officers and directors of
the Reporting Person are set forth in
Appendix A hereto.
(b) Principal Business: Investment Management; holding company
(c) Address of Principal Business and Principal Office:
5500 East Loop 820 South, Suite 101
Fort Worth, Texas 76119-6571
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) State of Organization: Texas
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In November 1997, Raymond H. Kurzon, the President and a director of
KLSE, transferred 700,000 shares of restricted common stock of KLSE to
Sharpshooter Resources, Inc., a Nevada corporation and the Reporting
Person's predecessor-in-interest ("Sharpshooter Nevada"), pursuant to
an understanding with Sharpshooter Nevada that Mr. Kurzon and other
individuals who are shareholders of KLSE, including Wyman Au, a
director of KLSE, would contribute, in the aggregate, 1,250,000 shares
of KLSE common stock in return for which Sharpshooter Nevada would
issue 50% of its total issued and outstanding common stock. No
additional shares of Sharpshooter Nevada were issued to Mr. Kurzon in
exchange for his transfer of 700,000 shares of KLSE common stock,
because of Sharpshooter Nevada's decision to effect a statutory merger
with the t0-be-formed Reporting person effective January 1, 1998.
Subsequently, on December 2, 1997, 13 other individuals who then were
shareholders of KLSE (and in Mr. Wyman Au's case, a director of KLSE)
transferred a total of 388,905 shares of KLSE common stock for which
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SCHEDULE 13D Page 4 of 7
they intended to receive shares of the Reporting Person. On December
3, 1997, Mr. Kurzon transferred 161,095 additional shares of KLSE
common stock. Effective January 1, 1998, Sharpshooter Nevada was
merged with and into the Reporting Person, with the Reporting Person
being the surviving entity. Upon the completion of that merger, the
Reporting Person owned a total of 1,250,000 shares of KLSE common
stock, in return for which contributions, Messrs. Kurzon and Au, as
well as the other KLSE stockholders who contributed shares to the
Reporting Person were issued a total of 6,139,050 shares of the
Reporting Person's common stock, constituting exactly 50% of the
Reporting Persons's total issued and outstanding common stock.
On January 6, 1998, SMD, L.L.C., an entity affiliated with KLSE
assigned to the Reporting Person for no consideration warrants to
purchase 250,000 shares of KLSE common stock at the exercise price of
$.40 per share. On that same date, the Reporting Person exercised
those warrants by paying to KLSE $100,000, in return for which KLSE
caused to be issued to the Reporting Person 250,000 shares of
restricted common stock. The funds used by the Reporting Person to
exercise such warrants constituted working capital of the Reporting
Person.
Other than the agreement to issue shares of its common stock, the
Reporting Person has paid no consideration of any other type for the
KLSE common stock owned by it and contributed by the various
individuals as described above.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person has acquired the shares of KLSE common stock
included in this Statement for investment purposes. The Reporting
Person is an entity used to manage the investments of its shareholders
and has no operations other than as a holding company. The Reporting
Person has no plans or proposals that relate to or would result in any
of the circumstances described in subparagraphs (a) to (j) of Item 4
of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) Number of Shares Beneficially Owned: 1,500,000 shares
Right to Acquire: 0 shares
Percent of Class: 8.7% (based upon 17,170,997 shares of common
stock issued and outstanding based on
representations set forth in KLSE's annual
report on Form 10-KSB for the fiscal year
ended September 30, 1997).
(b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares:
1,500,000 shares
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SCHEDULE 13D Page 5 of 7
(c) Recent Transactions:
The information set forth in the Reporting Person's response to
Item 3. is incorporated herein by reference.
(d) Rights with Respect to Dividends or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial Ownership: N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH\
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a voting trust agreement among the shareholders of the
Reporting Person who contributed shares of KLSE common stock to the
Reporting Person in return for 50% of the total issued and outstanding
common stock of the Reporting Person (as described above in Item 3),
Raymond H. Kurzon, as trustee of that voting trust, has the right to
vote 50% of the common stock of the Reporting Person. Consequently,
Mr. Kurzon shares in the right to control voting or disposition of the
KLSE common stock beneficially owned by the Reporting Person.
Additionally, Mr. Kurzon separately and individually owns in excess of
5% of the KLSE common stock deemed to be issued and outstanding, all
as is more fully described in the Joint Statement of Beneficial
Ownership on Schedule 13D filed by Mr. Kurzon and SMD, L.L.C., a Utah
limited liability company ("SMD"), as amended to date.
Notwithstanding the relationship between the Reporting Person and Mr.
Kurzon as described in this schedule, there is no relationship or
affiliation of any kind between the Reporting Person and its
affiliates, on the one hand, and SMD and its affiliates or related
persons, on the other hand.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A--Directors and Officers of Sharpshooter Resources, Inc.
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SCHEDULE 13D Page 6 of 7
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.
Dated as of January 27, 1998.
SHARPSHOOTER RESOURCES, INC.
By: /s/ R.M. Ames
---------------------------------
R.M. Ames, President
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SCHEDULE 13D Page 7 of 7
Exhibit A
DIRECTORS AND EXECUTIVE OFFICERS OF
SHARPSHOOTER RESOURCES, INC.
The following is a list of all directors and executive officers of
Sharpshooter Resources, Inc., a Texas corporation. All such individuals are
are United States citizens.
Name: R.M. Ames, President and Director
Business Address: 5500 East Loop 820 South, Suite 101
Ft. Worth, Texas 76119-6571
Principal Occupation: President and Director of Sharpshooter
Resources, Inc.
Name, principal business and Sharpshooter Resources, Inc.
address of corporation or other (Manufacture and repair of oil drilling
organization on which employment equipment)
is conducted: 5500 East Loop 820 South, Suite 101
Ft. Worth, Texas 76119-6571
Name: Raymond H. Kurzon, Secretary and
Director
Business Address: 5500 East Loop 820 South, Suite 100
Ft. Worth, Texas 76119-6571
Principal Occupation: President and Director of K.L.S. Enviro
Resources, Inc.
Name, principal business and K.L.S. Enviro Resources, Inc.
address of corporation or other (Precious metal contract drilling)
organization on which employment 5500 East Loop 820 South, Suite 100
is conducted: Ft. Worth, Texas 76119-6571
Name: David Johnson, Controller
Business Address: 5500 East Loop 820 South, Suite 101
Ft. Worth, Texas 76119-6571
Principal Occupation: Controller of Sharpshooter Resources,
Inc.
Name, principal business and Sharpshooter Resources, Inc.
address of corporation or other (Manufacture and repair of oil drilling
organization on which employment equipment)
is conducted: 5500 East Loop 820 South, Suite 101
Ft. Worth, Texas 76119-6571
