SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
K&S Ventures, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
Not applicable
(CUSIP Number)
Rhonda R. Vincent
8908 South Yale Avenue, Suite 409
Tulsa, Oklahoma 74137
918-481-0167
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 1997
(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 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 filing 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 less than
five percent of such class. See Rule 13d-7.)
(Continued on following pages)
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1. NAMES OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Lone Wolf Exploration, Inc.
I.R.S. Tax No. 73-14689832
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _____________________________________ [ ]
(b) _____________________________________ [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
7. SOLE VOTING POWER
90,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 90,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14. TYPE OF REPORTING PERSON*
CO
(*) See Instructions
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Item 1. Security and Issuer
The title of the class of equity securities is Common Stock, and the
name of the Issuer and the address of the Issuer's principal executive
offices are as follows:
K&S Ventures, Inc.
19921 East Kent Drive
Aurora, Colorado 80013
Effective February 1, 1997, the Issuer's principal executive offices
are as follows:
8908 South Yale Avenue, Suite 409
Tulsa, Oklahoma 74137
Item 2. Identity and Background
This Schedule 13D/A2 is being filed by Lone Wolf Exploration, Inc.
(the "Reporting Person"), pursuant to Rule 13d-(1)(a) promulgated by the
Securities and Exchange Commission pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of its
direct beneficial ownership of 90,000 shares of common stock, no par value
per share ("Common Stock"), of K&S Ventures, Inc., a Colorado corporation
(the "Company"). The principal business of the Reporting Person is the
acquisition and development of oil and gas interests, and the state of its
incorporation is Oklahoma. The address of the Reporting Person's principal
business and its principal office are as follows:
8908 South Yale Avenue, Suite 409
Tulsa, Oklahoma 74137
During the last five years, the Reporting Person (i) has not been
convicted in any criminal proceeding; and (ii) was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction.
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The following sets forth certain information required by
Item 2(a)-(f) of Schedule 13D relating to each of the executive officers and
directors of the Reporting Person.
(a) Name: Gifford M. Mabie
(b) Business Address: 8908 South Yale Avenue, Suite 409,
Tulsa, Oklahoma 74137.
(c) Principal Occupation: President and Chairman of the Board of
Lone Wolf Exploration, Inc.
(d) Criminal Proceedings: During the last five years, Mr. Mabie has
not been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Civil Proceedings: During the last five years, Mr. Mabie was not
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction.
(f) Citizenship: United States
(a) Name: Rhonda R. Vincent
(b) Business Address: 8908 South Yale Avenue, Suite 409,
Tulsa, Oklahoma 74137.
(c) Principal Occupation: Vice President and Secretary of Lone Wolf
Exploration, Inc.
(d) Criminal Proceedings: During the last five years, Ms. Vincent
has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Civil Proceedings: During the last five years, Ms. Vincent was
not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction.
(f) Citizenship: United States
There are no individuals having control, as defined under the Rules
and Regulations promulgated under the Exchange Act, over Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person funded the acquisition of 90,000 shares of
Company Common Stock through the payment of $100,000, all of which
constituted working capital of the Reporting Person.
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Item 4. Purpose of Transaction
Effective as of January 30, 1997, the Reporting Person acquired 90,000
shares of Common Stock of the Company, constituting ninety percent (90%) of
the issued and outstanding shares of Common Stock of the Company (the
"Acquisition"), pursuant to the terms and provisions of that certain
Subscription Agreement by and among the shareholders of the Company, the
Company and the Reporting Person ("Agreement"). In connection with the
Acquisition, the Reporting Person 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 Reporting Person of 90,000 shares of Common
Stock. In addition, the Reporting Person intends to declare and pay to each
of the shareholders of the Reporting Person a stock dividend, whereby each
of the shareholders of the Reporting Person would be entitled to and receive
as a stock dividend shares of the Company owned by the Reporting Person equal
to the number of shares of the Reporting Person owned by such shareholder.
Prior to the closing of the Acquisition, the Company had no assets and
liabilities, and the primary purpose in effecting the Acquisition was to
permit the Reporting Person to become a publicly held company, subject to
the applicable reporting requirements of the Exchange Act. Neither the
Company nor the Reporting Person 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 director of the Reporting Person and the prior majority shareholders of
the Company. Prior to the Acquisition, none of the officers, directors or
shareholders of the Reporting Person were affiliated with the officers,
directors or shareholders of the Company.
In connection with the Acquisition, Mark A. Poole, Gail E. Pesek, and
Fred A. Poole resigned as directors of the Company, and the shareholders of
the Company appointed and elected Gifford M. Mabie and Rhonda R. Vincent as
new directors to the Company's Board of Directors. Additionally, Fred A.
Poole and Gail E. Pesek resigned as officers of the Company.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person owns 90,000 shares of Common Stock of the
Company, constituting ninety percent (90%) of the issued and outstanding
shares of the Common Stock of the Company.
(b) The Reporting Person has the sole power to vote and the sole
power to dispose of 90,000 shares of Common Stock of the Company,
constituting ninety percent (90%) of the issued and outstanding shares of
Common Stock of the Company.
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(c) None
(d) None
(e) None
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not applicable
Item 7. Material to be Filed as Exhibits
2.1 Subscription Agreement
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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.
LONE WOLF EXPLORATION, INC.
Dated: August 28, 1997 /s/ Rhonda R. Vincent
Rhonda R. Vincent, Vice President
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EXHIBIT 2.1- Subscription Agreement- Previously filed
