UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-1
Under the Securities Exchange Act of 1934
Power Exploration, Inc.
(Name of Issuer)
Common Stock, par value $0.02
(Title of Class of Securities)
739272 20 1
(CUSIP Number)
Joe Bill Bennett, 11701 South Freeway, Burleson, Texas 76028 (817) 293-9334
(Name, address and telephone number of person
authorized to receive notices and communications)
April 14, 2000
(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 13A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
<PAGE>
SCHEDULE 13D
CUSIP No. 739272 20-1
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen Z. Wolfson
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( )
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the State of Utah
7) SOLE VOTING POWER 520,315
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 40,825
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 520,315
PERSON WITH
10) SHARED DISPOSITIVE POWER 40,825
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
561,140
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.85%
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Item 1. Security and Issuer
This schedule relates to common stock, par value $0.02 per share, of Power
Exploration, Inc. ("Common Stock"). Power Exploration, Inc. ("Power
Exploration") is a Nevada corporation with principal offices at 5416 Birchman
Avenue, Fort Worth, Texas 76107.
Item 2. Identity and Background
(a) This schedule is filed by Allen Z. Wolfson, a Utah resident.
(b) The business address for Allen Z. Wolfson is 268 West 400 South, Suite 300,
Salt Lake City, Utah 84101
(c) The principal business of Mr. Wolfson is providing financial and business
consulting services.
(d) During the last five (5) years, Mr. Wolfson has not been convicted in a
criminal proceeding.
(e) During the last five (5) years Mr. Wolfson has not been a party to a civil
proceeding which has resulted in a judgment, decree or final order
enjoining future violations of or prohibiting or mandating any activities
subject to state or federal securities laws or finding a violation of such
laws.
(f) Mr. Wolfson is a United States citizen and a citizen of the State of Utah
Item 3. Source and Amount of Funds or Other Consideration
Mr. Wolfson originally acquired 750,000 shares and an option to purchase an
additional 750,000 shares at $0.66667 on or after March 19, 2000, pursuant to an
advisory agreement dated December 8, 2000 (See Form 13D filed January 28, 2000).
Pursuant to the Agreement, Mr. Wolfson agreed to provide services to Power
Exploration, Inc. in exchange for the 750,000 shares of stock and the option to
purchase an additional 750,000 shares at $0.66667. On February 15, 2000, the
parties to the Advisory Agreement agreed to cancel and rescind the option to
purchase the 750,000 shares. A total of 561,140 shares are attributed
beneficially to Mr. Wolfson and are owned as follows: As owner of A-Z
Professional Consultants, Inc., a Utah Corporation, ("A-Z") Mr. Wolfson has
beneficial ownership of 39,825 shares which are owned by A-Z which shares were
purchased in market transactions between January 11, 2000 and April 25, 2000. As
owner of A-Z Oil, LLC, a Utah Limited Liability Company ("A-Z Oil"), Mr. Wolfson
has beneficial ownership of 1,000 shares which are owned by A-Z Oil, which
shares were purchased in market transactions on March 16, 2000 (500 shares) and
March 20, 2000 (500 shares). Mr. Wolfson owns 520,315 shares which remain from
the 750,000 shares received from Power Exploration, Inc. for services.
Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the acquisition
of securities of the issuer and describes any plans or proposals resulting in
material transactions with Power Exploration.
Mr. Wolfson
Mr. Wolfson has no current plans to purchase additional shares. Mr. Wolfson
may continue to dispose of his shares in Power Exploration, Inc. in market
transactions.
Mr. Wolfson has no current plans which relate to or would result in any
extraordinary corporate transaction; a sale or transfer of a material amount of
assets; a change in company management, directors, capitalization, dividend
policy, or other material change in corporate business or structure. Mr. Wolfson
does
<PAGE>
not plan to take an active part in company affairs other than to provide the
services which he has contracted to provide pursuant to the Agreement referred
to in Item 3, above, and attached as an exhibit as an exhibit to his previous
Form 13D filing of January 28, 2000.
Mr. Wolfson's intentions are to assist Power, pursuant to said Agreement,
by helping it find suitable business opportunities, by assisting in implementing
Power's growth strategies and providing general consulting on business and
financial issues.
A-Z
A-Z acquired its shares in market transactions for investment purposes. A-Z is a
consulting company which is 100% owned by Allen Wolfson A-Z is in the business
of providing business consulting services to small companies. A-Z owns less than
1% of the shares of Power Exploration, Inc.
A-Z OIL
A-Z Oil acquired its shares in market transactions for investment purposes. A-Z
Oil is a company which is 100% owned by Allen Wolfson A-Z Oil is in the business
of providing business consulting services to small companies. A-Z Oil owns less
than 1% of the shares of Power Exploration, Inc.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by Mr. Wolfson may be found in rows 7 - 11
and 13 of the cover page.
(b) The powers that Mr. Wolfson has relative to the shares discussed herein may
be found in rows 7 through 10 of the cover page. The quantity of shares owned by
Mr. Wolfson as of the date of his January 25, 2000 Form 13D filing was 725,200.
These shares and options were acquired for services. The option to purchase
750,000 shares at $0.66667 per share, which was exercisable in May, 2000, was
canceled on February 15, 2000. As of the date of this filing, and since April
24, 2000, Mr. Wolfson has had legal and/or beneficial ownership of less than 5%
of the issued and outstanding shares of Power Exploration, Inc.
(c) Since the filing of his Form 13D dated January 25, 2000, Mr. Wolfson has
sold shares of Power Exploration as set out below:
TRANSACTION DATE AMOUNT SOLD PRICE
January 27,2000 1,000 $9.0638
February 2, 2000 10,500 $8.1839
February 4, 2000 5,000 $8.1785
February 15, 2000 750,000* 0*
February 16, 2000 7,070 $8.125
February 24, 2000 50,000 $5.3625
February 25, 2000 5,315 $8.9947
March 30, 2000 19,940 $3.6363
<PAGE>
April 3, 2000 60 $3.6363 April 14, 2000 49,800 $3.5115 April 24, 2000** 56,200
$3.00 * On February 15, 2000, Power Exploration and Mr. Wolfson mutually agreed
to cancel an option which had previously been granted to Mr. Wolfson by contract
and which would have allowed him the right to purchase up to 750,000 common
shares of Power Exploration at $0.6667 per share beginning on March 16, 2000.
** As of April 24, 2000, Allen Wolfson owned less than 5% of the issued and
outstanding shares of Power Exploration and had no further duty to report under
the provisions of Section 13(d) of the Securities Exchange Act of 1934.
Since the filing of Mr. Wolfson's Form 13D dated January 25, 2000, A-Z has
purchased shares of Power Exploration as set out below
Transaction Date Amount Bought Price
January 28, 2000 1,000 $9.0638
January 31, 2000 2,500 $9.4363
February 9, 2000 500 $8.5060
February 18, 2000 685 $8.2837
February 23, 2000 1,000 $9.0425
February 29, 2000 500 $8.30
March 7, 2000 500 $7.2698
March 8, 2000 3,000 $6.0283
March 16, 2000 500 $5.3387
March 20, 2000 500 $5.7250
March 21, 2000 500 $5.4675
March 22, 2000 1,000 $5.5662
March 28, 2000 13,440 $5.7871
March 29, 2000 500 $6.50
March 30, 2000 2,000 $6.1333
April 6, 2000 1,000 $6.7894
April 13, 2000 5,200 $5.4133
April 24, 2000 5,500 $5.1555
<PAGE>
Since the filing of Mr. Wolfson's Form 13D dated January 25, 2000, A-Z Oil
purchased shares of Power Exploration as set out below
Transaction Date Amount Bought Price
March 16, 2000 500 $5.00
March 20, 2000 500 $4.75
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
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.
Date August 1, 2000 /s/ Allen Wolfson
--------------------
Allen Wolfson
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
