-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IkmOi+25CLC1wtcPLTmRbvqt4cUoouGpcacNQksPFckQiacaQ/6XmhxlZOsjBbD7 b+lH/Zrs1i6+W1RdpuGPyQ== 0001013176-99-000122.txt : 19991018 0001013176-99-000122.hdr.sgml : 19991018 ACCESSION NUMBER: 0001013176-99-000122 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HYTK INDUSTRIES INC CENTRAL INDEX KEY: 0000775351 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 880182808 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40006 FILM NUMBER: 99728490 BUSINESS ADDRESS: STREET 1: 701 EAST MAIN STREET 2: SUITE 151 CITY: BENEDICT STATE: KS ZIP: 66714 BUSINESS PHONE: (316) 698-2250 MAIL ADDRESS: STREET 1: 2133 E 9400 S STREET 2: SUITE 151 CITY: SANDY STATE: UT ZIP: 84093 FORMER COMPANY: FORMER CONFORMED NAME: DIGITEL OF LAS VEGAS INC DATE OF NAME CHANGE: 19870602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AVENUE LTD CENTRAL INDEX KEY: 0001065009 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2133 EAST 9400 SOUTH STREET 2: #151 CITY: SANDY STATE: UT ZIP: 84093 BUSINESS PHONE: 8019440701 MAIL ADDRESS: STREET 1: 2133 EAST 9400 SOUTH STREET 2: #151 CITY: SANDY STATE: UT ZIP: 84093 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) --------------- HYTK Industries, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 404425 605 (CUSIP Number) Mark E. Lehman Lehman, Jensen & Donahue, L.C. 8 East Broadway, Suite 620 Salt Lake City, Utah 84111 (801) 532-7858 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22, 1999 (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 |_|. Check the following box if a fee is being paid with the statement |_|. 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 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). CUSIP NO. 404425 605 13D Page 2 of 7 Pages - - - ------------------------------------------------------------------ - ------------ 1 NAME OF REPORTING PERSON and S.S. OR I.R.S. IDENTIFICATION NO. First Avenue, Ltd. 87-0569161 - - - ------------------------------------------------------------------ - ------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------ - ------------ 3 SEC USE ONLY - ------------------------------------------------------------------ - ------------ 4 SOURCE OF FUNDS* Other - - - ------------------------------------------------------------------ - ------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - - - ------------------------------------------------------------------ - ------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Utah - ------------------------------------------------------------------ - ------------ NUMBER OF 7 SOLE VOTING POWER SHARES 247,734 shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 247,734 shares PERSON 10 SHARED DISPOSITIVE POWER WITH -0- shares - - - ------------------------------------------------------------------ - ------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 247,734 shares - - - ------------------------------------------------------------------ - ------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - - - ------------------------------------------------------------------ - ------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% following acquisition date. 4.7% as of the date of this statement. - - - ------------------------------------------------------------------ - ------------ 14 TYPE OF REPORTING PERSON* PN Limited Partnership - - - ------------------------------------------------------------------ - ------------ CUSIP NO. 404425 605 13D Page 3 of 7 Pages - - - ------------------------------------------------------------------ - ------------ 1 NAME OF REPORTING PERSON and S.S. OR I.R.S. IDENTIFICATION NO. Ken Kurtz ###-##-#### - - - ------------------------------------------------------------------ - ------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------ - ------------ 3 SEC USE ONLY - ------------------------------------------------------------------ - ------------ 4 SOURCE OF FUNDS* Other - - - ------------------------------------------------------------------ - ------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - - - ------------------------------------------------------------------ - ------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen - ------------------------------------------------------------------ - ------------ NUMBER OF 7 SOLE VOTING POWER SHARES 2,564 shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 247,734 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,564 shares PERSON 10 SHARED DISPOSITIVE POWER WITH 247,734 shares - - - ------------------------------------------------------------------ - ------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 255,298 shares - - - ------------------------------------------------------------------ - ------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - - - ------------------------------------------------------------------ - ------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% indirect ownership following acquisition date. 4.8% direct and indirect ownership as of the date of this statement. - - - ------------------------------------------------------------------ - ------------ 14 TYPE OF REPORTING PERSON* IN Individual - - - ------------------------------------------------------------------ - ------------ CUSIP NO. 404425 605 13D Page 4 of 7 Pages - - - ------------------------------------------------------------------ - ------------ 1 NAME OF REPORTING PERSON and S.S. OR I.R.S. IDENTIFICATION NO. Carrie Kurtz ###-##-#### - - - ------------------------------------------------------------------ - ------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------ - ------------ 3 SEC USE ONLY - ------------------------------------------------------------------ - ------------ 4 SOURCE OF FUNDS* Other - - - ------------------------------------------------------------------ - ------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - - - ------------------------------------------------------------------ - ------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen - ------------------------------------------------------------------ - ------------ NUMBER OF 7 SOLE VOTING POWER SHARES -0- shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 247,734 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- shares PERSON 10 SHARED DISPOSITIVE POWER WITH 247,734 shares - - - ------------------------------------------------------------------ - ------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 247,739 shares - - - ------------------------------------------------------------------ - ------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - - - ------------------------------------------------------------------ - ------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% following acquisition date. 4.7% as of the date of this statement. - - - ------------------------------------------------------------------ - ------------ 14 TYPE OF REPORTING PERSON* IN Individual - - - ------------------------------------------------------------------ - ------------ CUSIP NO. 404425 605 13D Page 5 of 7 Pages - - - ------------------------------------------------------------------ - ------------ Item 1(a). Name of Issuer HYTK Industries, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 701 East Main, Benedict, Kansas 66714 Item 2. Identity and Background (a) This statement is being filed by (1) First Avenue, Ltd. ("FAL"), a Utah limited partnership, (2) Ken Kurtz ("Mr. Kurtz"), a U.S. citizen and shareholder, and in his capacity as (a) general and limited partner of FAL and (3) Carrie Kurtz ("Mrs. Kurtz"), a U.S. citizen in her capacity as general and limited partner of FAL. Mr. Kurtz, Mrs. Kurtz and FAL are sometimes collectively referred to herein as the "Reporting Persons." (b)-(c) FAL is a Utah Limited Partnership consisting of three partners. Mr. Kurtz is a 1% general partner and 44% limited partner of FAL. Carrie Kurtz is the wife of Ken Kurtz and is 1% general partner and 44% limited partner of FAL. Park Street Investments, Inc., a Utah corporation wholly owned by Mr. Kurtz is a 10% limited partner of FAL. The principal business of FAL is investment management. The Principal occupation of Ken Kurtz is a private investor and consultant. The business address of the reporting persons is 2133 East 9400 South, Suite 151, Sandy, Utah 84093. Mr. Kurtz and Mrs. Kurtz may be deemed to be the beneficial owners of the Common Shares acquired for the account of FAL. (d) Conviction of a Criminal Proceeding (excluding traffic violations or similar misdemeanors) during the last five years: No (e) Party in a Civil Proceeding during the last five years and as a result was or is subject to a 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: No Item 3: Source and Amount of Funds or Other Consideration On June 1, 1999, Mr. Kurtz transferred 200,000 common shares to an independent third party. On June 22, 1999, Ken Kurtz transferred 247,734 common shares to FAL as a capital contribution. On July 1, 1999, Ken Kurtz received as consideration for consulting services to be rendered to the Issuer, 80,000 common shares. On September 1, 1999 Ken Kurtz transferred 75,000 common shares to an independent third party. CUSIP NO. 404425 605 13D Page 6 of 7 Pages - ------------------------------------------------------------------ - ---------- Item 4. Purpose of Transaction On June 22, 1999 the purpose of the transfer of 247,734 common shares by Mr. Kurtz to FAL was for a capital contribution. On July 1, 1999 the purpose of the issuance of 80,000 common shares to Ken Kurtz was to compensate Mr. Kurtz for consulting services to be provided pursuant to a consulting agreement between HYTK and Mr. Kurtz. At this time, the reporting person has no intention of acquiring additional shares of HYTK Industries, Inc. reported herein, although it reserves the right to make additional purchases from time to time. Any decision to make such additional purchases will depend, however, on various factors, including, without limitation, the price of the common stock, stock market conditions and the business prospects of HYTK Industries, Inc. reported herein. The reporting person has no present intention or arrangements or understandings to effect any of the transactions listed in Item 4(a)-(j) of Schedule 13D. Item 5. Interest in Securities of the Issuer (a)-(b) On June 22, 1999: (based on 4,823,343 shares of common stock outstanding) (i) FAL is deemed to have beneficial ownership for purposes of Section 13(d) of the Securities and Exchange Act of 1934 ("Beneficial Ownership") of 247,734 shares. Such shares represented 5.1% of the total issued and outstanding Common shares. (ii) Mr. Kurtz is deemed to have beneficial ownership for purposes of Section 13(d) of the Securities and Exchange Act of 1934 ("Beneficial Ownership") of 250,298 Common Shares by virtue of his indirect ownership of 2,564 Common shares held by Park Street Investments, Inc., a Utah corporation, to which Mr. Kurtz is sole shareholder and his ownership interest in FAL. Such shares represented 5.18% of the issued and outstanding Common Shares. Of these shares Mr. Kurtz is also deemed to have sole voting and dispositive power over 2,564 shares and shared voting and dispositive power over 247,734 shares by virtue of his 1% general partnership interest in FAL. (iii) Mrs. Kurtz is deemed to have Beneficial Ownership for purpose of Section 13(d) of the Securities and Exchange Act of 1934 of 247,734 Common shares by virtue of her ownership interest in FAL. Such shares represent 5.1% of the total issued and outstanding Common shares. Mrs. Kurtz is also deemed to have shared voting and dispositive power over these shares by virtue of her 1% general partnership interest in FAL. (a)-(b) As of the date of this statement: (based on 5,292,843 shares of common stock outstanding) (iv) FAL is deemed to have beneficial ownership for purposes of Section 13(d) of the Securities and Exchange Act of 1934 ("Beneficial Ownership") of 247,734 shares. Such shares represented 4.7% of the total issued and outstanding Common shares. (v) Mr. Kurtz is deemed to have beneficial ownership for purposes of Section 13(d) of the Securities and Exchange Act of 1934 ("Beneficial Ownership") of 255,298 Common Shares by virtue of his direct ownership of 5,000 common shares, his indirect ownership of 2,564 Common shares held by Park Street Investments, Inc., a Utah corporation, to which Mr. Kurtz is sole shareholder and his ownership interest in FAL. Such shares represented 4.8% of the issued and outstanding Common Shares. Of these shares Mr. Kurtz is also deemed to have sole voting and dispositive power over 7,564 shares and shared voting and dispositive power over 247,734 shares by virtue of his 1% general partnership interest in FAL. (vi) Mrs. Kurtz is deemed to have Beneficial Ownership for purpose of Section 13(d) of the Securities and Exchange Act of 1934 of 247,734 Common shares by virtue of her ownership interest in FAL. Such shares represent 4.7% of the total issued and outstanding Common shares. Mrs. Kurtz is also deemed to have shared voting and dispositive power over these shares by virtue of her 1% general partnership interest in FAL. (c) Not applicable (d) Not applicable (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The reporting person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, finder's fees, joint ventures, loan or option agreements, puts or calls, CUSIP NO. 404425 605 13D Page 7 of 7 Pages - ------------------------------------------------------------------ - ---------- guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. None 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. October 6, 1999 First Avenue, Ltd. By: /s/ Ken Kurtz General Partner By: /s/ Carrie Kurtz General Partner By: /s/ Ken Kurtz -----END PRIVACY-ENHANCED MESSAGE-----