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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
[X] AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NUMBER 33-55254-07
LONE STAR INTERNATIONAL ENERGY, INC.
(Name of small business issuer in its charter)
NEVADA 87-434288
(State of incorporation) (IRS Employer Identification Number)
200 PALO PINTO, SUITE 108 76086
WEATHERFORD, TEXAS (Zip code)
(Address of principal executive offices)
(817) 598-0542
Issuer's telephone number
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.
No X
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. X
State issuer's revenues for fiscal 1996: $286,860
State the aggregate market value of the voting stock held by
non-affiliates computed using $2.38, the price at which the stock sold on April
10, 1997: $25,399,241
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, Par Value $.001 19,005,283 Shares as of April 11, 1997
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
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TABLE OF CONTENTS
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS..................................
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PART II.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded over the counter under
the symbol LNST effective January 1997. Prior to January 1997 the Company's
symbol was CUMC. As of March 25, 1997, there were 811 shareholders of record of
the Company's common stock. The transfer agent for the Company's common stock
is National Stock Transfer, Salt Lake City, Utah.
PRICE RANGE OF COMMON STOCK
<TABLE>
<CAPTION>
HIGH LOW
-------- -------
<S> <C> <C>
1995:
Third Quarter August 31, 1995 through
September 30, 1995 4 1/10
Fourth Quarter 5 1/2 1 1/2
1996:
First Quarter 5/8 1/16
Second Quarter 3/32 3/32
Third Quarter 3/20 3/20
Fourth Quarter 2/5 3/32
1997:
First Quarter 2 3/4 1/16
</TABLE>
The Company has not paid dividends on its Common Stock, and
it is the present policy of the Company not to do so, but to retain earnings for
future growth and business.
Between April 6, 1995 and January 9, 1996 the Company issued
in a single offering 1,421,950 shares of its common stock at $0.50 per share to
sixty-nine investors in exchange for cash in the total amount of $710,975.00.
The Company relied upon Rule 505 of Regulation D promulgated under the
Securities Act of 1933 for an exemption from registering the stock based upon
the purchasers being accredited investors, or having alone or with their
purchaser representatives sufficient financial knowledge and experience to
evaluate the risks and merits of investment in the stock, having financial
ability to bear the risk, and purchasing the stock for their own accounts.
On October 10, 1995 the Company issued 760,000 shares of its
common stock valued at $3.00 per share to eight investors in exchange for oil
and gas interests assigned to the Company by such investors. The Company relied
upon Section 4(2) under the Securities Act of 1933 for an exemption from
registering the stock based upon the non-public nature of the solicitation and
the sophistication of the investors.
On November 10, 1995 the Company issued 200,000 shares of its
common stock valued at $.50 per share to two investors as compensation for
services rendered to the Company. The Company relied upon Section 4(2) under
the Securities Act of 1933 for an exemption from registering the stock based
upon the non-public nature of the solicitation and the sophistication of the
investors.
On December 11, 1995 the Company issued 40,000 shares of its
common stock valued at $.50 per share to three investors as compensation for
services rendered to the Company. The Company relied upon Section 4(2) under
the Securities Act of 1933 for an exemption from registering the stock based
upon the non-public nature of the solicitation and the sophistication of the
investors
Between February 12, 1997 and April 11, 1997 the Company
issued in a single offering 1,800,000 shares of its common stock at $0.25 per
share to twenty-nine investors in exchange for cash in the total amount of
$450,000.00. The Company relied upon Regulation D under the Securities Act of
1933 for an exemption from registering the stock based upon the purchasers'
representing that they were accredited investors as that term is defined in
Regulation D.
On or about April 1, 1997 the Company issued 1,100,000 shares
of its common stock valued at $3,025,000.00 ($2.75 per share) to Northridge Oil
Company, Northridge LLC and Oil Fund 100 LLC in exchange for all of the assets
of Northridge Oil Company, 100% of the working interest including 2,200 barrels
of oil inventory of Northridge LLC and Oil Fund 100 LLC. The Company relied on
Section 4(2) under the Securities Act of 1933 for an exemption from registering
the stock based upon the non-public nature of the transaction and the
sophistication of the investors.
On or about April 7, 1997 the Company issued 3,333,333 shares
of its common stock valued at $3.00 per share to one investor for all of the
issued and outstanding common stock of Energy Reclaim Refrigeration, Inc. The
Company relied on Section 4(2) under the Securities Act of 1933 for an
exemption from registering the stock based upon the non-public nature of the
transaction and the sophistication of the investor.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LONE STAR INTERNATIONAL ENERGY, INC.
Date: July 18, 1997 By: /s/ C. E. Justice
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C. E. Justice, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Date: July 18, 1997 By: /s/ Cecil E. Justice
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C.E. Justice, President and Director
(Principal executive officer)
Date: July 18, 1997 By: /s/ Michael D. Herrington
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Chief Financial Officer, Treasurer
and Director (Principal accounting
officer)
Date: July 18, 1997 By: /s/ William D. Josserand, Jr.
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Vice President of Field Operations,
Secretary and Director
