<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 33-_____
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
KLS Enviro Resources, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Nevada 75-2460365
(State or other jurisdiction I.R.S. Employer
of incorporation or Identification No.
organization)
5500 East Loop 820 South, Suite 100
Fort Worth, Texas 76119
(817) 563-0086
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Compensation Contract with
Consultant
________________________________
Raymond H. Kurzon, President and CEO
5500 East Loop 820 South, Suite 100
Fort Worth, Texas 76119
(817) 563-0086
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Jeffrey M. Jones, Esq.
Durham, Evans, Jones & Pinegar, P.C.
50 South Main Street, Suite 850
Salt Lake City, Utah 84144
(801) 538-2424
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maxi-
of securities to be Amount to be offering price per mim aggregate Amount of
registered registered(1) unit of each class offering price registration fee(4)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 400,000 shares $.81 $324,000(2) $111.72
par value $.0001
per share, granted
to consultant
Common Shares, 300,000 shares $1.03 $309,000(3) $106.55
par value $.0001
per share, subject
to stock warrants
to be granted to
consultant
=========
$218.27
</TABLE>
- -----------------------------------------------------------------------------
(1) This Registration Statement also covers an indeterminate number of
shares of Common Stock that may be issuable by reason of stock splits,
stock dividends or similar transactions in accordance with Rule 416 under the
Securities Act of 1933, as amended.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based
upon the average of the high and low prices of the Common Shares as reported on
NASDAQ on April 23, 1997 (within 5 business days prior to the date of
filing the registration statement).
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
price at which the warrants may be exercised.
(4) 1/29 of 1 percent of the maximum aggregate offering price, pursuant to
Section 6(b) of the Securities Act of 1933.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
this Registration Statement will be sent or given to employees and
consultants as specified by Rule 428(b)(1). Such documents are not required
to be and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended (the "Securities Act").
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by KLS Enviro
Resources, Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Forms 10-KSB and 10-KSBA for
the fiscal year ended September 30, 1997;
(b) Description of the class of securities of the Company to be
offered, (incorporated by reference to the Registration Statement of the
Company previously filed, pursuant to which the class of Common Stock of the
Company was registered under the Securities Exchange Act of 1934, as
amended).
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The law firm of Durham, Evans, Jones & Pinegar, P.C. (the
"Firm"), Salt Lake City, counsel to the Company, has rendered an opinion
attached as an exhibit hereto with respect to the legality of the shares of
Common Stock to be registered herein. The Profit Sharing Plan and Trust of
the Firm owns approximately 52,083 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of Chapter 78 of the Nevada Revised Statutes and
Article VIII of the Company's Bylaws contain provisions for indemnification
of the officers, directors, employees and agents of the Company. The
Bylaws require the Company to indemnify such persons to the full extent
permitted by Nevada law. The bylaws, as amended, with certain exceptions,
eliminate any personal liability of a director to the Company or its
shareholders for monetary damages to the Company or its shareholders for gross
negligence or lack of due care in carrying out the director's fiduciary duties
as such. The Company's articles of incorporation also provide for
indemnification to the full extent permitted by Nevada law, which includes all
liability, damages and costs or expenses arising from or in connection with
service for, employment by, or other affiliation with the Company. Nevada law
permits such indemnification if a director or officer acted in good faith in a
manner reasonably believed to be in, or not opposed to, the best interests of
the corporation. A director or officer must be indemnified as to any matter in
which he successfully defends himself. The Company may also purchase and
II-1
<PAGE>
maintain insurance on behalf of present and past directors or officers
insuring against any liability asserted against such person incurred in the
capacity of director or officer or arising out of such status, whether or
not the Company would have the power to indemnify such person.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, or otherwise,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 -- Form of Consulting Agreement ("Consulting Agreement") between
the Company and Consultant to the Company, pursuant to which
Consultant receives Common Stock of the Company.
5 -- Opinion of Durham, Evans, Jones & Pinegar, P.C. regarding
validity of Common Stock issuable pursuant to the
Consulting Agreement.
23(a) -- Consent of KPMG Peat Marwick LLP.
23(b) - Consent of Weaver & Tidwell LLP
23(c) -- Consent of Durham, Evans, Jones & Pinegar, P.C. (included in the
opinion filed as Exhibit 5 to this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
II-2
<PAGE>
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State of Texas, on 24th
day of June, 1998.
KLS ENVIRO RESOURCES, INC.
By /s/ Raymond H. Kurzon
-------------------------------
Raymond H. Kurzon
President and CEO
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raymond H. Kurzon, his
attorney-in-fact, with the power of substitution, for him and in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-
in-fact or his substitute or substitutes may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Signature Title Date
/s/ Stephen M. Studdert
________________________ Chairman of the Board June 24, 1998
Stephen M. Studdert of Directors
/s/ Raymond H. Kurzon
________________________ President, CEO and June 24, 1998
Raymond H. Kurzon Director
/s/ Douglas L. Rex
________________________ Chief Financial Officer June 24, 1998
Douglas L. Rex
II-4
<PAGE>
/s/ Charles E. Nuanez
________________________ Vice President and June 24, 1998
Charles E. Nuanez Director
/s/ Philip B. Smith
________________________ Director June 24, 1998
Philip B. Smith
/s/ Joseph Verner Reed
________________________ Director June 24, 1998
Joseph Verner Reed
/s/ Wyman Au
________________________ Director June 24, 1998
Wyman Au
/s/ Rick D. Nydegger
________________________ Director June 24, 1998
Rick D. Nydegger
/s/ Thomas A. Murdock
________________________ Director June 24, 1998
Thomas A. Murdock
/s/ Roger D. Dudley
________________________ Director June 24, 1998
Roger D. Dudley
II-5
<PAGE>
EXHIBIT INDEX
Exhibits
4 -- Form of Consulting Agreement ("Consulting Agreement") between
the Company and Consultant to the Company, pursuant
to which Consultant receives Common Stock of the
Company.
5 -- Opinion of Durham, Evans, Jones & Pinegar, P.C.
regarding validity of Common Stock issuable pursuant
to the Consulting Agreement.
23(a) -- Consent of KPMG Peat Marwick LLP.
23(b) -- Consent of Weaver & Tidwell, LLP.
23(c) -- Consent of Durham, Evans, Jones & Pinegar, P.C.
(included in the opinion filed as Exhibit 5 to this
Registration Statement).
KLS ENVIRO RESOURCES, INC.
5500 EAST LOOP 820 SOUTH, SUITE 100
FORT WORTH, TEXAS 76119
(817)563-0086
___________, 1998
__________________________
__________________________
__________________________
__________________________
Dear _________:
The purpose of this letter (this "Agreement") is to confirm in
writing the understanding and agreement between K.L.S. Enviro Resources,
Inc., a Nevada corporation (the "Company"), and ____________________________
("___"), whereby ___ will provide supplemental public/investor relations
services for and on behalf of the Company.
1. Services. ___ shall use its best efforts, subject to the
provisions hereof, to serve as an independent investment relations manager
to the Company. In that capacity, among other services, ___ will: (i)
seek to obtain retail interest in the Company's publicly traded securities
from key brokers at selected brokerage firms throughout the United States;
(ii) seek to obtain additional market makers for the Company's publicly
traded securities, focusing efforts on engaging market makers who will take
an active and long-term interest in the Company; (iii) seek to have
research published regarding the Company by investment banking firms; and
(iv) such other services as shall be reasonably related to the foregoing
and reasonably requested by the Company. With respect to the foregoing
services, the Company understands that your United States affiliate in this
transaction is ___________________. Notwithstanding the generality
of the foregoing, ___ shall not be compensated under this Agreement for any
services in connection with or related to the offer or sale of securities
in a capital raising transaction.
2. Term. This Agreement, unless terminated sooner pursuant to
paragraph 9 below, shall be effective from the date on which this
Agreement shall have been executed by both parties (the "Effective Date")
through the first date after which the average closing bid price of the
Company's Common Stock, as quoted on the NASDAQ Bulletin Board, has equaled
or exceeded $3.25 per share for 10 consecutive trading days (the "Term").
<PAGE>
________________________
___________, 1998
Page 2
3. Independent Contractor. ___ shall act as a non-exclusive
representative of the Company during the Term. It is understood that ___
is an independent contractor as that term is defined in U.S. Treasury
Department regulations and Internal Revenue Service rulings and
interpretations. Nothing contained herein shall in any way constitute any
association, partnership, employer/employee relationship, or joint venture
between the parties hereto, or be construed to evidence the intention of
the parties to establish any such relationship. Neither party shall have
any right, power or authority to make any representation nor to assume or
create any obligation, whether express or implied, on behalf of the other,
or to bind the other party in any manner whatsoever. Both of the parties
agree, respectively, that they shall not hold themselves out in any manner
that would be contrary to the terms of this paragraph.
4. Compensation. For its services hereunder, ___ shall receive
the following consideration from the Company:
(a) Common Stock. _____________ (_______) shares of the
Company's common stock, par value $.001 per share (the "Shares"),
provided that the Company shall have no obligation to issue the
Shares unless and until the Company has filed a Registration
Statement on Form S-8 covering such shares, and further provided that
in the event the Company is unable for any reason to use Form S-8 at
such time, the Shares shall be issued to ___ subject to Rule 144
under the Securities Act of 1933, and further provided that no offer
of the Shares is deemed to be made under this Agreement, and such an
offer will be made only if and when an effective registration
statement covering the Shares has been filed with the Securities and
Exchange Commission or in the opinion of the Company after
consultation with its securities counsel, an exemption from the
registration requirement is available.
(b) Warrants. Warrants to purchase _____________________d
(_______) shares of the Company's common stock at the exercise price
of $____ per share, such warrants to have a term of three years from
the date thereof and otherwise to be in the form attached hereto as
Exhibit "A".
5. No Reimbursement Allowance. The compensation described in
Section 4 above shall be in full payment for all services rendered and
contemplated by ___ hereunder, and ___ shall not be entitled to payment
from the Company, whether by advances or reimbursements, of any costs or
expenses incurred by ___ in connection with his services for the Company.
6. Representations of ___. ___ covenants, represents and warrants
to the Company as follows:
(a) ___ will refer any persons or entity who may express an
interest in purchasing stock of the Company to Company management
and/or to qualified and licensed broker-dealers for additional
<PAGE>
________________________
___________, 1998
Page 3
information about the Company and will not engage in any activity
that could be construed as being part of a capital raising
transaction.
(b) ___ has and will maintain all federal and state licenses,
permits, filings, consents, orders, approvals and registrations that
may be required of it and its agents in connection with the services
and transactions contemplated under this Agreement.
(c) ___ is and will remain in compliance with all federal,
state and other securities laws, rules and regulations.
(d) The performance of this Agreement and the consummation of
the transactions herein contemplated will not result in a breach or
violation of any of the terms and provisions of, or constitute a
default under, any statute, indenture, agreement or other instrument
to which ___ is a party, or violate any order directed to the ___ by
any court or governmental agency or body having jurisdiction over
___.
(e) Except as specifically disclosed to the Company in
writing, ___:
(i) has not been convicted within 10 years prior hereto
of any crime or offense involving the purchase or sale of any
security, involving the making of a false statement with the
Securities and Exchange Commission (the "Commission"), or
arising out of such person's conduct as an underwriter, broker,
dealer, municipal securities dealer or investment advisor;
(ii) is not subject to any order, judgment or decree of
any court of competent jurisdiction temporarily or permanently
enjoining or restraining such person from engaging in or
continuing any conduct or practice in connection with the
purchase or sale of any security or arising out of such
person's conduct as an underwriter, broker, dealer, municipal
securities dealer or investment advisor;
(iii) is not subject to an order of the Commission
entered pursuant to Section 15(b), 15B(a) or 15B(c) of the 1934
Act; has not been found by the Commission to be a cause of any
such order which is still in effect; and is not subject to an
order of the Commission entered pursuant to Section 203(e) or
(f) of the Investment Advisors Act of 1940, as amended;
(iv) has not been or is not suspended or expelled from
membership in a national or regional securities dealers
association or a national securities exchange or a Canadian
securities exchange for conduct inconsistent with just and
equitable principles of trade;
<PAGE>
________________________
___________, 1998
Page 4
(v) is not subject to a United States Post Office fraud
order, and is not subject to any restraining order or
preliminary injunction entered under Section 3007 of Title 39,
United States Code, with respect to any conduct alleged to
constitute postal fraud; or
(vi) has not been an underwriter or named as an
underwriter of any securities covered by any registration
statement which is the subject of any proceeding or examination
under Section 20 of the 1933 Act, as amended, or is the subject
of any refusal order or stop order entered thereunder within
five years prior to the date hereof.
(f) ___ will not make any representations with respect to the
Company or its business and affairs other than information set forth
in reports and filings made by the Company with the Commission, or
such other information as is specifically authorized by the Company.
7. ___'s Investment Representations. In connection with the
issuance by the Company of the Shares or the shares of the Company's common
stock issuable upon exercise of the Warrants, (collectively the
"Securities") to ___, as provided in paragraph 4, ___ represents and
warrants to the Company as follows:
(a) Sole Party in Interest. ___ is the sole and true party
in interest, and is purchasing the Securities for ___'s own account. No
other person has any direct or indirect beneficial ownership in the
Securities.
(b) Investment Purpose. ___ is acquiring the Securities for
investment, with no present intention of distributing or selling any of the
Securities or any interest therein.
(c) Knowledge and Experience. ___ has the capacity to
protect ___'s interests in connection with the acquisition of the
Securities. ___ has such knowledge and experience in financial and
business matters generally, and about the Company in particular, that ___
is capable of evaluating the merits and risks of ___'s acquisition of the
Securities.
(d) Manner of Sale. ___ was able to ask questions of and
receive answers from the Company or a person acting on its behalf
concerning the terms and conditions of this transaction. ___ was at no
time presented with or solicited by or through any leaflet, public
promotional meeting, television advertisement, or any other form of general
advertising.
(e) Disclosure, Access to Information, etc. All documents
requested by ___ have been made available and ___ has been supplied with
all of the additional information concerning the Securities, the financial
statements, assets, business and organization of the Company, that ___ has
requested. Without limiting the generality of the foregoing, ___
<PAGE>
________________________
___________, 1998
Page 5
acknowledges that it has read and analyzed, and retained copies of, this
Agreement and the following documents:
(i) The Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1997.
(ii) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended December 31, 1997 and March 31, 1998, and
(iii) Any and all Current Reports on Form 8-K of the
Company filed since the latest Form 10-KSB Annual
Report.
(f) Restricted Shares. ___ understands that, except to the
extent registered pursuant to Section 4, the Securities have not been
registered under the Securities Act of 1933, or under any state securities
laws, in reliance upon certain exemptions from registration for private
offers and sales of restricted securities. ___ understands and agrees that
___ may not sell, transfer or dispose of the Securities unless such
transactions comply fully with applicable federal and state securities
laws, and that ___ will deliver to the Company an opinion of counsel
satisfactory to the Company that an exemption from registration is
available. ___ understands and agrees that the transfer records of the
Company shall contain a "stop-transfer" instruction and that the
certificate for the Securities will bear a legend in substantially the
following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 AND HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO
THE DISTRIBUTION THEREOF, AND SUCH SECURITIES OR ANY INTEREST
THEREIN MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED
UNDER THE SECURITIES ACT, OR UNLESS THE PROPOSED TRANSFER IS
EXEMPT FROM REGISTRATION.
8. Indemnification. In connection with the performance of the
services described in this Agreement and any transaction which may arise as
a result of such services, ___ agrees to indemnify the Company and its
officers, directors, shareholders and agents, and hold each of them
harmless against and from any and all losses, claims, expenses, damages or
liabilities to which the Company or any of its officers, directors,
shareholders or agents become subject in connection with the transactions
and services referred to in this Agreement under any of the federal or
state securities laws or any other statute or common law or otherwise, and
to reimburse the Company and its officers, directors, shareholders and
agents for any legal or other expenses incurred by the Company or its
officers, directors, shareholders or agents arising out of or in connection
herewith, whether or not resulting in any liability, insofar as such
<PAGE>
________________________
___________, 1998
Page 6
losses, claims, damages, expenses or liabilities arise out of or are based
upon actual or alleged failure to comply with any federal or state
securities laws, including those that are based upon any untrue statement
or alleged untrue statement of a material fact made by ___, or arise out of
or are based upon the alleged omission to state a material fact required to
be stated or necessary in order to make the statements made by ___ not
misleading. However, such indemnification shall not apply to any claim,
loss, or expense which arises from the Company's gross negligence or
willful misconduct.
9. Termination. Either party may terminate this Agreement, with or
without cause, effective anytime after the other party has received at
least thirty (30) days' advance written notice of termination. ___ may
also be terminated effective immediately at any time for Cause. For the
purposes of this paragraph, "Cause" shall mean a material violation of the
provisions of this Agreement, fraud, proven or admitted theft,
embezzlement, misappropriation of monies, or similar dishonesty which
constitutes a violation of the criminal statutes of any state, the United
States, or any other jurisdiction in which such acts of dishonesty may
occur.
10. Miscellaneous. This Agreement cannot be modified, extended or
waived except by a writing duly signed by the parties hereto. Neither this
Agreement nor any portion hereof may be assigned by any party hereto
without the prior written consent of the other parties. This Agreement
contains the entire understanding and agreement between the parties with
respect to the subject matter hereof and supersedes and cancels any prior
understanding. This Agreement may be executed in one or more counterparts.
If the foregoing represents a correct statement of our agreement and
understanding, please execute this Agreement. If executed and delivered to
the Company, a binding agreement shall thereafter exist.
Very truly yours,
KLS ENVIRO RESOURCES, INC.
By:
------------------------------------
Raymond H. Kurzon, President
<PAGE>
________________________
___________, 1998
Page 7
The above is hereby acknowledged, agreed to and accepted.
________________________
By:
----------------------------------
Its: -----------------------------
DURHAM EVANS JONES & PINEGAR
KEY BANK TOWER
50 SOUTH MAIN, SUITE 850
SALT LAKE CITY, UT 84144
TELEPHONE 801-538-2424
FACSIMILE 801-538-2425
June 24, 1998
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W., Judicial Plaza
Washington, D.C. 20549
Re: KLS Enviro Resources, Inc. Form S-8 Registration Statement Relating to
400,000 Shares of Common Stock and 300,000 Warrants
Ladies and Gentlemen:
We have acted as counsel for KLS Enviro Resources, Inc., a Nevada corporation
(the "Company"), in connection with its proposed registration of a total of
400,000 shares of Common Stock, $0.0001 par value per share, and 300,000
warrants to issue Common Stock. In that connection, it is our opinion that
the securities being registered will, upon receipt by the Company of
consideration for the securities and the issuance of the securities, be
legally issued, fully-paid and non-assessable.
We consent to the inclusion of our opinion as an Exhibit to the Registration
Statement of KLS Enviro Resources, Inc. on Form S-8 under the Securities Act
of 1933, as amended. We express no opinion on the law of any jurisdiction
other than the Nevada Private Corporation Act, as amended, and the Securities
Act of 1933, as amended.
Cordially,
DURHAM EVANS JONES & PINEGAR
/s/ DURHAM EVANS JONES & PINEGAR
- --------------------------------
Accountants' Consent
The Board of Directors
KLS Enviro Resources, Inc.
We consent to incorporation by reference in this registration statement
on Form S-8 of KLS Enviro Resources, Inc. of our report dated January 7,
1998 relating to the consolidated balance sheet of KLS Enviro Resources,
Inc. and subsidiaries as of September 30, 1997, and the related
consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended, which report appears in the September 30,
1997 Annual Report on Form 10-KSB of KLS Enviro Resources, Inc.
KPMG Peat Marwick LLP
Salt Lake City, Utah
June 25, 1998
[Weaver and Tidwell L.L.P. Letterhead]
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of KLS Enviro Resources, Inc. on Form S-8 of our report dated December 31,
1996, appearing in and incorporated by reference in the Annual Report on
Form 10-KSB of KLS Enviro Resources, Inc. for the year ended September 30,
1997.
/s/ WEAVER AND TIDWELL, L.L.P.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
June 25, 1998
