SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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)
Jeffrey M. Jones, Esq.
DURHAM, EVANS, JONES & PINEGAR, P.C.
50 South Main Street, 850 Key Bank Tower
Salt Lake City, Utah 84144
TELEPHONE: (801) 538-2424
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 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 9
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SCHEDULE 13D Page 2 of 9
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1. NAME OF REPORTING PERSON SMD, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 87-0541037
PERSON
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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 N/A
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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 Utah
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NUMBER OF 7. SOLE VOTING POWER 8,771,087*
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 8,771,087*
REPORTING ------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 8,771,087*
EACH REPORTING PERSON
- ----------------------------------------------------------------------------
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 37.7%
ROW (11)
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14. TYPE OF REPORTING PERSON OO**
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* Includes 2,125,587 shares of common stock held of record by the
Reporting Person, 20,500 shares of common stock held of record by a
trust controlled by or under common control with the Reporting Person,
500,000 shares of common stock issuable upon conversion of 100,000
shares of Series A Preferred Stock owned of record by Reporting
Person, and 6,125,000 shares of common stock issuable upon exercise of
presently exercisable purchase warrants.
** The Reporting Person is a limited liability company.
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SCHEDULE 13D Page 3 of 9
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1. NAME OF REPORTING PERSON RAYMOND H. KURZON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE ###-##-####
PERSON
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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 N/A
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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 U.S.
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NUMBER OF 7. SOLE VOTING POWER 1,467,444*
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,467,444*
REPORTING -----------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,467,444*
EACH REPORTING PERSON
- ----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [X]**
(11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 8.5%
ROW (11)
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14. TYPE OF REPORTING PERSON IN
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* Includes 1,317,444 shares of common stock owned of record by the
Reporting Person and 150,000 shares of common stock underlying
presently exercisable stock options.
** Reported beneficial ownership of Reporting Person excludes 861,095
shares of common stock transferred by Reporting Person to holding
company of which Reporting Person is 30% shareholder. Also excludes
388,905 shares of common stock transferred to that holding company by
persons other than the Reporting Person and 250,000 shares of common
stock purchased by that entity directly from the issuer. See Items 3
and 5(c) below.
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SCHEDULE 13D Page 4 of 9
This Statement constitutes Amendment No. 2 to the Statement of
Beneficial Ownership on Schedule 13D (the "Initial 13D") filed by SMD,
L.L.C., a Utah limited liability company ("SMD"), and Raymond H. Kurzon, an
individual ("Kurzon") (Kurzon and SMD are each referred to herein as a
"Reporting Person" and collectively as the "Reporting Persons"), dated as of
August 12, 1996 and amended as of February 7, 1997 (Amendment No. 1"),
pertaining to the Reporting Persons' beneficial ownership of the common
stock of K.L.S. Enviro Resources, Inc., a Nevada corporation ("KLS"). This
Amendment is being filed to reflect certain changes in the beneficial
ownership of the Reporting Persons since the filing of Amendment No. 1 and
to reflect that in November 1997 Kurzon transferred 700,000 shares and in
December 1997 he transferred 161,095 shares of KLS common stock beneficially
owned by him to a privately owned holding entity of which Kurzon is a 30%
equity owner. Except as amended below, the information set forth in the
Initial 13D, as amended by Amendment No. 1 remains unchanged.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Initial 13D is hereby amended to reflect a change in the
business address of the Issuer, and is set forth, as amended, in its
entirety as follows:
(a) Name and Address of Principal Executive Offices of Issuer:
K.L.S. Enviro Resources, Inc.
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.
Item 2 of the Initial 13D is hereby amended to reflect a change in the
business address of Mr. Kurzon, and is set forth, as amended, in its
entirety as follows:
This Statement is jointly filed by SMD, L.L.C. and Raymond H. Kurzon
(each or collectively, a "Reporting Person").
SMD, L.L.C.
(a) Name of Person Filing: SMD, L.L.C., a Utah limited
liability company.
The managers of SMD, L.L.C. are
set forth on Appendix A attached
to the Initial 13D.
(b) Principal Business: Investment management on behalf of
members.
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SCHEDULE 13D Page 5 of 9
(c) Address of Principal Business and Principal Office:
1225 Eagle Gate Tower
60 East South Temple Street
Salt Lake City, Utah 84111
(d) Criminal Proceedings:
During the last five years neither SMD, L.L.C. nor
any manager of SMD, L.L.C. has been convicted in any
criminal proceeding.
(e) Civil Proceedings:
During the last five years neither SMD, L.L.C. nor
any manager of SMD, L.L.C. has been party to any
civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which
such person would have been subject to any 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.
(f) State of Organization: Utah
RAYMOND H. KURZON
(a) Name of Person Filing: Raymond H. Kurzon
(b) Business Address: 5500 East Loop 820 South, Suite 100
Fort Worth, Texas 76119-6571
(c) Present Principal Occupation:
Mr. Kurzon presently is the President and a Director
of the Issuer, K.L.S. Enviro Resources, Inc.
(d) Criminal Proceedings:
During the last five years Mr. Kurzon has not been
convicted in any criminal proceeding.
(e) Civil Proceedings:
During the last five years Mr. Kurzon has not been
party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which he would have been subject to any
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.
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SCHEDULE 13D Page 6 of 9
(f) Citizenship: U.S.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
SMD, L.L.C.
(a) Number of Shares Beneficially Owned: 2,146,087 shares
Right to Acquire: 6,625,000 shares
Percent of Class: 37.7% (based upon 17,170,997 shares of common
stock deemed to be 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 and accounting
for the unissued shares of common stock
underlying the Series A Preferred Stock and
the purchase warrant).
(b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares:
8,771,087 shares
(c) Recent Transactions:
On or around August 11, 1997, and September 1, 1997, SMD sold a
total of 208,330 shares and 227,083 shares, respectively, of
restricted common stock of KLS pursuant to private resales
exempt from the registration requirement of the Securities Act
of 1933, as amended (the "Securities Act") to several
individuals who are present shareholders and/or employees of
KLS. SMD sold these shares to reward certain shareholders for
their long-term support of the Company and incentivize certain
other persons who are employees of the Company. SMD sold such
securities for $.48 per share, the per share price for which SMD
originally acquired such shares in August 1996.
On or around October 23, 1997, and in order to raise additional
equity capital for KLS without further dilution to existing
shareholders, SMD gave warrants to purchase 225,000 shares of
common stock to five unrelated individuals. In return for its
assignment of such warrants, SMD received no cash or non-cash
compensation or other consideration of any kind or type from the
recipients of those warrants or from KLS. The exercise price of
such warrants was $.40 per share. The recipients of those
warrants subsequently exercised those options, resulting in a
cash investment in KLS of a total of $90,000.
On or around January 6, 1998, and in order to raise additional
equity capital for KLS, SMD gave warrants to purchase 250,000
shares of common stock to Sharpshooter Resources, Inc., a Texas
corporation that is not affiliated with SMD in any way, but
which is owned, in part, by Kurzon ("Sharpshooter Texas"). In
return for its assignement of such warrants, SMD received no
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SCHEDULE 13D Page 7 of 9
cash or non-cash compensation or other consideration of any kind
or type from Sharpshooter Texas or from KLS. The exercise price
of those warrants was $.40 per share. Sharpshooter Texas
subsequently exercised those warrants, resulting in a cash
investment in KLS of $100,000.
SMD disclaims beneficial ownership of presently exercisable
options to purchase a total of 450,000 shares of KLS's common
stock, which options were granted to Messrs. Studdert (150,000
shares), Murdock (150,000 shares) and Dudley (150,000 shares)
on December 31, 1996 in connection with the adoption by KLS's
board of directors of a directors' stock option plan. Messrs.
Studdert, Murdock and Dudley are the managers and control
persons of SMD.
(d) Rights with Respect to Dividends or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial Ownership: N/A
RAYMOND H. KURZON
(a) Number of Shares Beneficially Owned: 1,317,444 shares
Right to Acquire: 150,000 shares
Percent of Class: 8.5% (based upon 17,170,997 shares of
common stock issued and outstanding based
on representations set forth in KLS's
annual report on Form 10-KSB for the fiscal
year ended September 30, 1997 and
accounting for the presently unissued
shares issuable upon the exercise of Mr.
Kurzon's stock options).
(b) Sole power to Vote, Direct the Vote of, or Dispose of Shares:
1,467,444 shares
(c) Recent Transactions:
On November 7, 1997 and December 3, 1997, Mr. Kurzon transferred
700,000 and 161,095 shares of restricted common stock,
respectively, to Sharpshooter Resources, Inc., a Nevada
corporation and investment holding entity that was the
predecessor in interest of Sharpshooter Texas ("Sharpshooter
Nevada"), in return for which Mr. Kurzon received a total of
3,683,430 shares of the common stock of Sharpshooter Texas, into
which Sharpshooter Nevada was merged effective as of January 1,
1998. Sharpshooter Texas is an investment holding entity that
holds securities of entities other than KLS. In addition to Mr.
Kurzon's transfer, several other individuals who are
shareholders of KLS (including Mr. Wyman Au, a director of KLS)
contributed, in the aggregate, 388,905 shares of KLS common
stock to Sharpshooter Nevada (which was then merged into
Sharpshooter Texas). In connection with that transaction, all
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SCHEDULE 13D Page 8 of 9
of the KLS shareholders who contributed KLS stock to
Sharpshooter Texas received, in the aggregate, 6,139,050 shares
of Sharpshooter Texas common stock, constituting 50% of the
total issued and outstanding common stock of Sharpshooter Texas.
Moreover, on January 6, 1998, SMD assigned to Sharpshooter Texas
options to purchase 250,000 shares of KLS common stock at $.40
per share, which options were assigned by SMD for no
consideration and subsequently exercised on January 6, 1998.
Pursuant to a voting trust agreement among Mr. Kurzon, as
trustee, and the other KLS shareholders who transferred stock to
Sharpshooter Texas, Mr. Kurzon controls the voting of 50% of the
common stock of Sharpshooter Texas. None of the shares of KLS
common stock owned of record by Sharpshooter Texas are included
in the number of shares of KLS common stock beneficially owned
by Mr. Kurzon as set forth above. Sharpshooter Texas and its
affiliates and shareholders have no relationship of any kind
with SMD and its affiliates and owners.
(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.
The discussion set forth in Item 5(c) (Raymond H. Kurzon) is
incorporated herein by reference.
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SCHEDULE 13D Page 9 of 9
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 28, 1998.
SMD, L.L.C.
By: /s/ Thomas A. Murdock
---------------------------------
Thomas A. Murdock, Manager
/s/ Raymond H. Kurzon
------------------------------------
Raymond H. Kurzon, Individually
