SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment #1
[X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
[ ] Transitional Report Under Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1995
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 _______
Check if 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.
Issuer's revenues for its most recent fiscal year: $ -0-
State the aggregate market value of the voting stock held by non-
affiliates, computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as
of a specified date within the past 60 days:
As of April 5, 1996: $0.
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
As of April 5, 1996 there were 10,000 shares of the Company's
common stock issued and outstanding.
Documents Incorporated by Reference: None
This Amendment to Form 10-KSB consists of 7 pages. There are no Exhibits to
this Report.
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K&S VENTURES, INC.
The undersigned Registrant hereby amends its Annual Report on Form 10-K for
the year ended December 31, 1995 as follows:
Item 7. Financial Statements and Notes
1. The financial statements have been revised to reflect the fees for
accounting services incurred with respect to the audit of the financial
statements as of December 31, 1995 and to reflect the disclosures related
to the discontinued operations for the year ended December 31, 1994.
2. Note 3, "Operating Activity" has been revised to include the disclosures
related to the discontinued operations for the year ended December 31, 1994.
Item 6: Management's Discussion and Analysis
1. MD&A has been revised to reflect the nature of the accrued liabilities
and the expected sources of funds for the payment of such liabilities.
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<PAGE>
K&S VENTURES, INC.
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations for the period ended December 31, 1995.
During 1995, the Company incurred $4,110 in legal expenses
associated with the preparation and filing of the required SEC
reports and $300 in accounting expenses associated with the
audit of the financial statements for the year ended December
31, 1995. Subsequent to year end, the Company received
an infusion of cash from a shareholder to pay these expenses
in full. Such cash was recorded as additional paid in capital.
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<PAGE>
<TABLE>
<CAPTION>
K&S VENTURES, INC.
Balance Sheets
For the years ended December 31, 1995 and 1994
<S> <C> <C>
ASSETS 1995 1994
Current Assets
Cash $0 $0
------- -------
Total Assets $0 $0
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accrued liabilities $4,410 $0
Stockholders' Equity
Common Stock, $0.01 par value
100,000,000 shares
authorized, 10,000 issued
and outstanding at
December 31, 1995 and 1994 100 100
Additional paid in capital 15,047 15,047
Retained Earnings (19,557) (15,147)
------- -------
Total Stockholders' Equity (4,410) 0
------- -------
Total Liabilities and
Stockholders' Equity $0 $0
------- -------
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
K&S VENTURES, INC.
Statements of Operations
For the years ended December 31, 1995 and 1994
<S> <C> <C>
1995 1994
------- --------
Operating Revenue
Sales $0 $0
Operating Expenses
Legal and Accounting 4,410 0
------- ------
Income (loss) before taxes-
Continuing operations (4,410) 0
Provision for income taxes 0 0
------- -------
Income (loss) - Continuing
Operations (4,410) 0
Discontinued Operations
(See Note 3 to Financial
Statements)
Income (loss) from Operations,
net of taxes 0 (1,210)
Estimated loss on disposal 0 0
------- --------
Income (loss)- Discontinued
Operations 0 (1,210)
------- --------
Net Income (Loss) $(4,410) $(1,210)
------- --------
Net Income (Loss) per common share:
Average shares outstanding-
Continuing Operations ($0.44) 0
Discontinued Operations 0 ($0.12)
------- -------
($0.44) ($0.12)
------- -------
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
K&S VENTURES, INC.
Statement of Cash Flows
For the years ended December 31, 1995 and 1994
<S> <C> <C>
1995 1994
-------- --------
OPERATING ACTIVITIES
Net Loss- Continuing
Operations ($4,410)
Net Loss- Discontinued
Operations ($1,210)
Adjustment for Non-cash
items:
Depreciation expense 31
Changes in working capital
accounts:
Increase (decrease) in
accounts payable 4,410 (248)
Decrease in inventory 0 230
------- --------
Cash Flows Used in Operating
Activities 0 (1,197)
------- --------
FINANCING ACTIVITIES
Additional paid in capital 0 3,659
Payment of loan 0 (2,600)
------- --------
Cash Flows from Financing
Activities 0 1,059
------- --------
Net change in cash 0 (138)
Cash at beginning of period 0 138
------- --------
Cash at end of period 0 0
------- --------
</TABLE>
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<PAGE>
K&S VENTURES, INC.
Notes to Financial Statements
For the years ended December 31, 1995 and 1994
NOTE 3: OPERATING ACTIVITY
As of June 17, 1994, the Company discontinued its sales of Herbalife products.
Accordingly, the financial statements for the year ended December 31, 1994
have been restated to report the discontinued operations separately.
During the year and up to June 17, 1994, the Company incurred a loss from
discontinued operations of $1,210, net of taxes which were estimated at zero.
Sales for the year up to June 17, 1994 were $3,760, net of returns and
allowances of $70. Cost of sales and expenses for the year up to June 17,
1994 were $3,287 and $1,683, respectively. For purposes of accounting for
the discontinued operations, the measurement and the disposal date were
June 17, 1994. The Company had no sales or continuing operations activities
from June 17, 1994 to December 31, 1994.
The Board of Directors have changed the Company's principal business
objectives to seeking out, investing, and if such investigation warrants,
acquire an interest in business opportunities presented to it by persons or
firms that desire to seek the perceived advantages of an Exchange Act
registered corporation.
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SIGNATURES
In accordance with Section 13 of 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by
the undersinged, thereunto duly authorized.
Date: March 25, 1997 By: /s/ RHONDA R. VINCENT
-------------------------
Rhonda R. Vincent
Treasurer
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