UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LS CAPITAL CORPORATION
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
501936108
(CUSIP Number)
Randall W. Heinrich
1000 Louisiana, Suite 6905
Houston, Texas 77002
713-951-9100
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 1996
(Date of Event which Requires Filing of this Statement)
If this 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 this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 501936108
________________________________________________________________
1) Names of Reporting Person
Kent E. Lovelace, Jr.
S.S. or I.R.S. Identification No. of Above Person
###-##-####
________________________________________________________________
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________
3) SEC Use Only
________________________________________________________________
4) Source of Funds:
OO
________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
________________________________________________________________
(7) Sole Voting Power
Number of 2,205,058
Shares Bene- __________________________________________________
ficially (8) Shared Voting Power
owned by -0-
Each Report- ___________________________________________________
ing Person (9) Sole Dispositive Power
With 2,205,058
________________________________________________________________
(10) Shared Dispositive Power
-0-
________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person:
2,205,058
________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes
certain shares:
[X]
________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
21.4%
________________________________________________________________
14) Type of Reporting Person
IN
ITEM 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock") issued by
LS Capital Corporation, a Delaware corporation (the "Company"), which
has its principal executive offices at 15915 Katy Freeway, Suite 250,
Houston, Texas 77094.
ITEM 2. Identity and Background
This Statement is being filed by Kent E. Lovelace, Jr. (the
"Reporting Person"), whose principal business address is 3300 West Beach
Blvd., Suite 202, Gulfport, Mississippi 39502. The Reporting Person is
principally engaged as the President and Chief Executive Officer of
Equitrust Mortgage Corporation. The Reporting Person is a United States
citizen. During the last five years, the Reporting Person has not been
convicted in a criminal proceeding. During the last five years, the
Reporting Person has not has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result
of such proceeding, is or was 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.
ITEM 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired the 300,000 shares of Common
Stock giving rise to the filing of this statement in exchange for the
assignment to Griffin Gold Group, Inc., a subsidiary of the Company, of
certain mining claims owned by the Reporting Person. The Reporting
Person also acquired an option to purchase 300,000 shares of Common
Stock pursuant to the authorization of the Board of Directors of the
Company. The Reporting Person anticipates that if he exercises all or any
portion of such option, he will use personal funds to acquire the optioned
Common Stock, although circumstances may be such at the time of his
exercise that the Reporting Person may elect to borrow or otherwise
procure amounts necessary to exercise such option.
ITEM 4. Purpose of Transaction
On December 17, 1996, the Reporting Person acquired 300,000
shares of Common Stock in exchange for the assignment to Griffin Gold
Group, Inc., a subsidiary of the Company, of certain mining claims owned
by the Reporting Person. The purpose of assignment was to enable the
Company to enter into the precious mineral mining and extraction
business. The decision to issue the shares of Common Stock was reached
by the Reporting Person and the Company on a mutual basis.
On December 20, 1996, pursuant to the authorization of the
Board of Directors of the Company, the Reporting Person was granted an
option to purchase 300,000 shares of Common Stock. The per-share
exercise price for the optioned shares is $.625. The option became
exercisable with respect to 60,000 shares of Common Stock on December
20, 1996 and will become exercisable with respect to another 60,000 shares
of Common Stock on the 20th day of December in each of 1997, 1998,
1999 and 2000. The option was authorized as an incentive option for the
purpose of giving to the Reporting Person the incentive to work hard as
a director of the Company to promote the success of the Company's
business.
The Reporting Person intends to hold his shares of Common
Stock for investment, and does not have any present plans or proposals
which relate to or would result in: (i) any acquisition by any person of
additional securities of the Company (although the Reporting Person
recognizes the possibility of acquiring additional shares of Common Stock
in the future in consideration of future assignments of claims in
transactions similar to the one requiring the filing of this statement), or
any disposition of securities of the Company; (ii) any extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (iii) any sale or transfer
of a material amount of assets of the Company or any of its subsidiaries;
(iv) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board; (v) any material
change in the present capitalization or dividend policy of the Company;
(vi) any other material change in the Company's business or corporate
structure; (vii) any changes in the Company's charter, by-laws, or other
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii) any termination
of registration pursuant to section 12(g)(4) of the Act of a class of equity
securities of the Company; or (ix) any action similar to any of those
enumerated above.
Notwithstanding the foregoing, the Reporting Person may
determine to change his investment intent with respect to the Company at
any time in the future. In reaching any conclusion as to his future course
of action, the Reporting Person will take into consideration various factors,
such as the Company's business and prospects, other developments
concerning the Company, other business opportunities available to the
Reporting Person, developments with respect to the business of the
Reporting Person, and general economic and stock market conditions,
including, but not limited to, the market price of the Common Stock. The
Reporting Person may, depending on other relevant factors, acquire
additional shares of Common Stock in open market or privately negotiated
transactions, dispose of all or a portion of his holdings of shares of
Common Stock or change his intention with respect to any or all of the
matters referred to in this Item.
ITEM 5. Interest in Securities of the Issuer
The Reporting Person directly owns 2,064,658 shares of Common
Stock for which he is the beneficial owner. The Reporting Person is also
the beneficial owner of 68,000 shares of Common Stock with respect to
which he holds purchase warrants that are currently exercisable.
Moreover, the Reporting Person is the beneficial owner of 66,000 shares
of Common Stock with respect to which he holds purchase options that are
currently exercisable. (The Reporting Person holds purchase options to
acquire 240,000 shares of Common Stock that are not currently
exercisable.) Finally, the Reporting Person is the beneficial owner of 6,400
shares of Common Stock held by Equitrust Mortgage Corporation, a
corporation for which the Reporting Person acts as President and Chief
Executive Officer. Based on the foregoing, the Reporting Person
acknowledges that he is the beneficial owner of 2,205,058 shares of
Common Stock for which he has sole voting and investment power.
In addition to the above, Cheryl Lovelace, the Reporting Person's
spouse, owns 36,000 shares of Common Stock. Pursuant to Rule 13d-3
promulgated under the Act, the Reporting Person may be deemed the
beneficial owner of the shares of Common Stock owned by his spouse.
However, the filing of this statement shall not be construed as an
admission, for purposes of Section 13(d) and Regulation 13D-G of the Act
nor for any other purpose or under any other provision of the Act or rules
promulgated thereunder, that the Reporting Person is the beneficial owner
of such shares.
Except for the shares of Common Stock and the stock options
described in Item 3 above, the Reporting Person has not effected any
transaction in or with respect to the Common Stock during the past 60
days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
N/A
ITEM 7. Material to be Filed as Exhibits
No Exhibits are being filed with this statement.
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: March 17, 1997
/S/KENT E. LOVELACE, JR.
Name/Title_______________________________________
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS
OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).
