Enzyme Environmental Solutions Inc (EESO)

[Jim Bishop]

Here you go:

http://assets.bizjournals.com/cms_media/southflorida/pdf/K&L%20complaint.pdf

"THE ENZYME ENVIRONMENTAL WRAP-AROUND AGREEMENTS

35. From January through June 2008, Enzyme entered into two wrap-around agreements with K&L and one with Signature Worldwide.

36. Under the agreements, Enzyme and Hochstedler assigned to K&L and Signature Worldwide $915,635 in debts that Enzyme allegedly owed Defendant Hochstedler, Enzyme's sole officer and director. K&L and Signature Worldwide also signed promissory notes in which they agreed to pay Hochstedler $651,564. Between February 2008 and June 2009, K&L and Signature Worldwide paid about $347,000 to Enzyme and $245,000 to Hochstedler.

37. The agreements contained convertibility provisions that allowed K&L and Signature Worldwide to convert the debts that Enzyme owed to them into shares of Enzyme stock, issued at a discount. From February 2008 and June 2009, K&L and Signature Worldwide sent a total of 18 conversion requests to Enzyme, and Enzyme issued more than 1.8 billion shares to K&L and Signature Worldwide.

38. Within eight weeks of receiving the Enzyme stock, K&L resold the stock to the investing public, generating more than $4.9 million in sales proceeds. Similarly, within the time span of approximately 21 days in July 2008, Signature Worldwide sold approximately 130,000,000 of its 400,000,000 shares, generating about $69,977 in proceeds. Collectively, K&L and Signature Worldwide have sold at least 88% of Enzyme's outstanding shares into the public market.

39. In June 2009, Enzyme entered into new wrap-around agreements with Signature Worldwide and K&L. Once again, the agreements are based on debts that Enzyme allegedly owes to Hochstedler--now in amounts exceeding $2.3 million. The agreements provide for the conversion of assigned debts into discounted Enzyme stock.

40. Hochstedler received $500,000 from K&L on June 8, 2009; he received an additional $700,000 from a company controlled by Carnes on June 25, 2009. As of July 6, 2009, Enzyme has processed two conversion requests and issued about 200 million additional shares of Enzyme stock to Signature Worldwide and K&L Since these conversions reduced the $2.3 million debt by a mere $165,000, over $2 million in "debt" remains for possible conversion to discounted Enzyme stock.

COUNT II

DEFENDANTS' OFFER AND SALE OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS 5(a) AND 5(c) OF THE SECURITIES ACT

(Against Defendants Enzyme Environmental Solutions, Inc. and Jared E. Hochstedler)

50. Paragraphs 1 through 44 are re-alleged and incorporated by reference.

51. Defendants Enzyme Environmental Solutions, Inc. and Jared E. Hochstedler, directly or indirectly, made use of means or instruments of transportation or communication in interstate commerce or of the mails to sell securities through the use or medium of any prospectus or otherwise as to which no registration statement was in effect; or made use of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise securities as to which no registration statement had been filed.

52. The shares of Enzyme that the aforementioned defendants offered and sold are "securities" as that term is defined in Section 2(a)(1) of the Securities Act.

53. By reason of the foregoing, each of the aforementioned defendants violated and, unless restrained and enjoined, will continue to violate, Sections 5(a) and 5(c) of the Securities Act.

54. Each defendant was a necessary participant or a substantial factor in the aforementioned unregistered offerings. Hochstedler signed the agreements on Enzyme's behalf, directed its transfer agent to issue conversion stock to K&L and Signature Worldwide, and controlled the bank accounts that received payments.

REOUEST FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court:

A. Find that defendants committed the violations alleged.

B. Enter a permanent injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, enjoining defendants from violating, directly or indirectly, each of the provisions of law and rules alleged in the complaint.

C. Order defendants to disgorge all ill-gotten gains, including pre-judgment interest and post-judgment interest, resulting from the violations alleged herein.

D. Order defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act in an amount to be determined by the Court.

E. Order barring defendants K&L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen W. Carnes and Lawrence A. Powalisz from participating in an offering of penny stock pursuant to Section 20(g) of the Securities Act.

F. Grants such other and further relief as this Court deems just and appropriate.

JURY TRIAL DEMANDED

The Commission hereby requests a trial by jury. September 24, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

By: Jonath. S. Polish One of its Attorneys
Jonathan S. Polish
(Trial Counsel & Lead Counsel)
Thomas J. Meier
(Branch Chief)
Margaret G. Nelson
(Senior Attorney)
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Chicago Regional Office
175 West Jackson Blvd., Suite 900
Chicago, Illinois 60604
[phone]