SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the quarter ended March 31, 1997
Commission File No. 0-24684
K&S VENTURES, INC.
(Name of small business issuer in its charter)
Colorado
(State or other jurisdiction of Incorporation or Organization)
84-1214336
(IRS Employer Identification Number )
8908 South Yale Avenue, Suite 409
Tulsa, OK 74137
(918) 481-0167
(Address, including zip code and telephone number, including area
code of registrant's executive offices)
Securities registered under Section 12 (b) of the Exchange Act: none
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock
(Title of class)
Check whether the issuer (1) 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 (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ___X__ No _______
The number of shares of the Registrant's only class of common stock issued
and outstanding, as of April 30, 1997, was 100,000 shares.
Page 1 of 7
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
K&S VENTURES, INC.
BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(Unaudited)
March 31, December 31,
1997 1996
ASSETS
Total Assets 0 0
-------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Liabilities 0 0
Stockholders' Equity:
Common Stock- 100,000,000 shares
authorized, 100,000 and 10,000 shares
issued and outstanding at March 31,
1997 and December 31, 1996,
respectively 1,000 100
Paid in Capital 18,557 19,457
Accumulated Deficit (19,557) (19,557)
-------- --------
Total stockholders' equity 0 0
-------- --------
Total Liabilities and Equity 0 0
-------- --------
Page 2 of 7
<PAGE>
K&S VENTURES, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
March 31, March 31,
1997 1996
--------- ---------
Revenue 0 0
Expenses 0 0
--------- ---------
Net Income (loss) 0 0
--------- ---------
Earnings per share $0.00 $0.00
--------- ---------
K&S VENTURES, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
March 31, March 31,
1997 1996
Operating Activities
Net income 0 0
Financing Activities
Sale of Common Stock 100,000 0
Issue Costs (100,000) 0
Investing Activities 0 0
--------- ---------
Change in cash 0 0
Cash at beginning of period 0 0
--------- ---------
Cash at end of period 0 0
--------- ---------
Page 4 of 7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
During the first quarter of 1997, the Company issued 90,000 shares of
common stock to Lone Wolf Exploration, Inc., a privately-held Oklahoma
corporation ("Lone Wolf"), in exchange for $100,000 in cash. The
transaction resulted in Lone Wolf owning 90% of the issued and outstanding
common stock of the Registrant. In connection with the purchase of common stock
by Lone Wolf, the Registrant has adopted a business plan involving the
exploration, development and production of oil and gas properties, and
intends to merge with Lone Wolf on or before June 30, 1997. For the quarters
ended March 31, 1997 and 1996, the Registrant had no operating activities
and does not expect to have any material operating activities until the
completion of the merger with Lone Wolf.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
Effective as of January 30, 1997, Lone Wolf Exploration, Inc., an Oklahoma
corporation (the "Company"), acquired (the "Acquisition") 90,000 shares of
common stock, no par value per share ("Common Stock"), of K&S Ventures, Inc.
(the "Registrant"), constituting ninety percent (90%) of the issued and
outstanding shares of Common Stock of the Registrant, pursuant to the terms and
provisions of that certain Subscription Agreement by and among the
shareholders of the Registrant, the Registrant and the Company ("Agreement").
In connection with the Acquisition, the Company paid to the Company an
aggregate cash amount equal to One Hundred Thousand and No/100 Dollars
($100,000.00) in exchange for the issuance to the Company of 90,000 shares
of Common Stock. In addition, in accordance with the terms of the Agreement,
the Company will merge with and into the Company on or before June 30, 1997,
subject to applicable legal requirements and the terms and provisions of the
Agreement.
Prior to the closing of the Acquisition, the Registrant had no assets and
liabilities, and the primary purpose in effecting the Acquisition was to
permit the Company to become a publicly held company, subject to the
applicable reporting requirements of the Securities Exchange Act of 1934, as
amended. Neither the Company nor the Registrant engaged investment bankers or
other professionals to render a fairness opinion, and the terms of the
transactions were negotiated on an arm's length basis between the officers
and directors of the Company and the prior majority shareholders of the
Registrant. Prior to the Acquisition, none of the officers, directors or
shareholders of the Registrant were affiliated with the officers, directors
or shareholders of the Registrant.
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
In connection with the purchase of common stock by Lone Wolf Exploration, Inc.,
the Company has adopted a business plan involving the exploration,
development and production of oil and gas properties, and the Company intends
to raise capital through the sale of the Company's securities for the purpose of
carrying out its planned operations. In light of the adopted business plan
and because the Company has never conducted a registered sale of its
securities, the Company believes that it may not be construed to be subject
to Section 7(b) of the Securities Act of 1933, as amended, relating to
"blank check companies."
Item 6. Exhibits and Reports on Form 8-K
Exhibits.
None
Reports on Form 8-K.
Form 8-K, related to the acquisition of 90% of the common stock of the
Registrant, was filed effective February 6, 1997.
Form 8-K related to the change in certifying accountants of the Registrant
was filed effective March 24, 1997.
Page 5 of 7
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
K&S Ventures, Inc.
/s/ RHONDA R. VINCENT
______________________________________
By: Rhonda R. Vincent, Treasurer
Date: May 20, 1997
Page 6 of 7
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