SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LONE WOLF ENERGY, INC.
(Exact name of registrant as specified in its charter)
Colorado 73-1550360
(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2400 Northwest 30th Street, Suite 624
Oklahoma City, OK 73112
(Address of Principal Executive Offices and Zip Code)
Consulting Agreements
(Full title of the Plan)
Marc Newman
2400 Northwest 30th Street, Suite 624
Oklahoma City, OK 73112
(Name and address of Agent for Service)
405-946-5972
(Telephone number, including area code, of Agent for Service)
Calculation of Registration Fee
- ----------------------------------------------------------------------------
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration
offering aggregate fee
price per offering
unit price
- ----------------------------------------------------------------------------
Common Stock 6,710,000 shares Market* $1,261,480 $372.14
* The common stock of Lone Wolf Energy, Inc. is traded on the OTC Bulletin
Board under the symbol "LWEI". The closing bid was $.188 per share on
November 30, 1998 (there was no asked). The calculation of the registration
fee is based upon Rule 457 (l) where $295 times 6,710,000 times $.188
= $1,261,480 divided by $1,000,000 equals $372.14.
Page 1
<PAGE>
PART I.
Item 1. Plan Information.
(a) The registrant and each person listed below hereby registers
6,710,000 shares in the aggregate of the common stock of Lone Wolf Energy,
Inc. ("Lone Wolf") which has been issued to bona fide consultants and
advisors to the registrant who received their shares for bona fide services
rendered pursuant to individual consulting agreements between the
registrant and each individual consultant and advisor. None of the services
rendered by the consultants and advisors consisted of services rendered in
connection wit Each person listed above received the listed shares in
exchange for services rendered on behalf of Lone Wolf, after having been
provided full disclosure concerning the status of Lone Wolf. The consulting
agreements entered into and the shares issued in exchange for services
rendered are not subject to ERISA. The address and telephone number pursuant
to which each person listed above may use to obtain more information
concerning that person's individual consulting agreement is Lone Wolf Energy,
Inc., 2400 Northwest 30th Street, Suite 624, Oklahoma City, OK 73112,
405-946-5972. Each individual consultant and advisor has been provided a
copy of the executed consulting agreement pertain to that person the offer
or sale of securities in a capital fund-raising transaction, as specified in
General Instruction A (a).
(b) The following persons are registering shares of common stock of Lone
Wolf, each of whom intends to offer and sell the number of shares listed
below:
Name Number of
Shares
Registered
Gifford M. Mabie 521,700
Rhonda Vincent 373,500
Frederick K. Slicker 354,800
Amy Renteria 1,080,000
Doug Newman 1,040,000
Joyce Boyer 850,000
Pearle Wray 1,040,000
Marc Newman 1,000,000
Brandon & Christian Newman 400,000
Chuck Richardson 50,000
---------
Total 6,710,000
---------
(c) While other persons may agree to exchange services for common stock
of Lone Wolf in the future, no such persons have been identified to date, and
no other person has expressed a desire to do so.
(d) The shares listed above have been issued to each individual listed
above. There are no vesting periods or restrictions on the sale of these
shares, except as imposed by law. Each share was purchased at the then
existing fair market value, ranging from $.025 per share to $.10 per share.
No reports are anticipated to be given to the persons listed above, except
reports that are provided to other shareholders and in accordance with proxy
and other rules applicable to the shareholders of Lone Wolf generally, as
required by applicable corporate and other law. The shares listed above were
purchased directly from Lone Wolf and not in or through market mechanisms.
Page 2
<PAGE>
(e) There are no resale restrictions applicable to the shares, since at
the date hereof, Lone Wolf is eligible to use Form S-3 in accordance with
General Instruction B.2.(a).
(f) The shares were purchased at the fair market value of the shares at
the time of purchased. That price is the consultant's tax basis for the
shares. There is no tax due thereafter until the shares are sold. Income tax
will be attributed to each consultant at that consultant's individual tax
rate on the difference between the resale price and that consultant's tax
basis less the costs attributed to the sale thereof.
(g) The consultants paid the fair market value for the shares in
services to Lone Wolf. Lone Wolf determines in its sole discretion when,
why and how the funds it received is to be spent. Since the shares were
issued for services rendered, Lone Wolf effectively determined how to use
the proceeds by paying its obligation to the consultant. No consultant
has any discretion over or any rights to funds received in the issuance of
shares to it or others, except to the extent shareholders have such control.
(h) The shares belong to the consultant until the consultant disposes of
them in its sole discretion.
Item 2. Registrant Information and Employee Plan Annual Information.
Lone Wolf agrees to provide a copy of all documents incorporated by
reference pursuant to Item 3 of Part II to each person listed above without
charge. Those documents are incorporated by reference herein for all
purposes. In addition, Lone Wolf agrees to provide to each such person
without charge all other documents required to be provide to them pursuant
to SEC Rule 428 (b). These documents may be obtained from Marc Newman,
President, Lone Wolf Energy, Inc., 2400 Northwest 30th Street, Suite 624,
Oklahoma City, OK 73112.
PART II
Item 3. Incorporation of Documents by Reference.
All documents subsequently filed by Lone Wolf pursuant to Sections
13(a), 13(c), 14 and 15 of the Securities Exchange Act of 1934 prior to the
filing of any post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement form the date of filing of such documents.
Item 4. Description of Securities.
The securities offered hereby are common stock of Lone Wolf Energy, Inc.
Each share has one vote on all matters coming before the shareholders for
action. There are no preemptive rights or cumulative voting for directors.
Page 3
<PAGE>
Each share participates equally with each other share on liquidation, after
the payment of all outstanding liabilities.
Item 5. Interests of Named Experts and Counsel.
There are no experts having an interest in the shares offered hereby.
Frederick K. Slicker is acting as special counsel to Lone Wolf in connection
with the filing of this registration statement. Mr. Slicker owns 354,800
shares of common stock register hereby. Such shares were issued for services
rendered in the past on be half of Lone Wolf in lieu of the payment of
counsel fees and expenses in cash. The interest of Mr. Slicker is not
contingent or subject to any conditions.
Item 6. Indemnification of Directors and Officers.
The corporate charter, the bylaws and individual indemnification
agreements with the directors and officers of Lone Wolf provide for mandatory
indemnification in of such persons for fees and expenses incurred and
judgments rendered as a result of performing services for Lone Wolf where
such services were provided in good faith and where the officer or director
acted without knowing that the conduct was taken in good faith with no reason
to believe that it was not permitted by law and discretionary indemnification
in other circumstance not involving intentional misconduct.
Item 7. Exemption from Registration.
The shares issued above were issued in exchange for services rendered in
transactions exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 as amended.
Item 8. Exhibits.
(4) See Item 4 above.
(5) An opinion of counsel as to the legality of the securities being
registered
(15) Letter re unaudited financial information
(23) Consent of experts and counsel
(24) Power of attorney- Not applicable.
The registrant undertakes that it will submit the consulting agreements to
the IRS in a timely manner and has make or will make all changes required by
the IRS in order to qualify under the plan. The registrant believes that
neither ERISA nor IRS qualification is applicable to the consulting
agreements and the issuance of shares with respect thereto.
Page 4
<PAGE>
Item 9. Undertakings.
The registrant hereby covenants and undertakes, pursuant to SEC Rule 512,
to:
(a) Rule 415 offering.
(1) File, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement; and
(i) Include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933; and
(ii) Reflect in the prospectus any facts or events arising after
the effective date which individually or in the aggregate
represent a fundamental change in the information set forth
in the registration statement; and
(iii) Include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement; and
(2) That for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof; and
(3) Remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold which
remain unsold at the termination of the offering; and
(4) Not applicable since the registrant is not a foreign issuer.
(b)Rule 512 (b)
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13 (a) or section 15 (d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15 (d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Page 5
<PAGE>
(h)Rule 512 (h).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel in the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question where
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized , in the City of Oklahoma City, State of Oklahoma,
on December 1, 1998.
Lone Wolf Energy, Inc.
By: /s/Marc Newman
------------------------------------
Marc Newman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Director Date
-------- ----
/s/ Marc Newman December 1, 1998
----------------------------
Marc Newman, Director
/s/Doug Newman December 1, 1998
----------------------------
Doug Newman, Director
Page 6
<PAGE>
Exhibit 5
Opinion of Counsel
December 3, 1998
Board of Directors
Lone Wolf Energy, Inc.
2400 Northwest 30th, Suite 624
Oklahoma City, OK 73112
Gentlemen:
This opinion is being rendered to you in connection with the filing by
Lone Wolf Energy, Inc. ("Company") of its Registration Statement on Form S-8
("Registration Statement"). I have acted as special counsel for the Company
in connection with the preparation and filing of the Registration Statement.
I consent to the inclusion of this opinion as Exhibit 5 in the Registration
Statement and to the references therein to me.
I have examined certificates of the Company and copies certified or
otherwise identified to my satisfaction of such documents and records of the
Company and of such statutes, court decisions, proceedings and other
documents as I have considered necessary or appropriate in the circumstances
to render the following opinion. I have relied upon the accuracy of factual
information provided to me by the Company and upon the accuracy of the
representations and undertakings set forth in the Registration Statement.
Specifically, among other facts certified to me, the Company has assured me
that the fair market value equal for the shares covered by the Registration
Statement equal to at least the par value thereof was in fact paid by bona
fide services rendered in the past by the persons named in the Registration
Statement not in connection with a capital fund raising transaction.
In rendering this opinion, I have assumed:
(i) That each natural person signing any document reviewed by me had
the legal capacity to do so, both at the time of execution and as
of the date hereof, and each person signing any document reviewed
by me in a representative capacity had authority to sign in such
capacity, both at the time of execution and as of the date hereof;
(ii) The genuineness of the signatures appearing on all documents;
(iii) The authenticity of all documents submitted to me as originals;
<PAGE>
(iv) The conformity to authentic original documents of all documents
submitted to me as certified, conformed, or copies; and
(v) The correctness, completeness and accuracy of all facts set forth in
all certificates attached to this opinion.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions, and assumptions set forth herein, I am of the opinion that:
1. The Company has duly authorized the taking of all actions
necessary to issue the shares covered by the Registration
Statement.
2. The Company has duly authorized the filing of the Registration
Statement with all requisite corporate action on its part.
3. The shares covered by the Registration Statement have been duly
authorized, were validly issued and are fully paid and non-
assessable.
I express no opinion with respect to (i) the enforceability of the
indemnification provisions set forth in the Company charter, bylaws and
individual agreements to the extent they purport to relate to liabilities
resulting from or based upon negligence or any violation of federal or state
securities or blue sky laws; (ii) the right of any person or entity to
institute or maintain any action in any court or upon matters respecting the
jurisdiction of any court; (iii) the validity of the exercise of discretion
contrary to applicable laws, rules and regulations; or (xiv) any other matter
not expressly set forth herein. I am a member of the Bar of the State of
Oklahoma. The opinions above are limited to the laws of the United States of
America and the laws of the State of Oklahoma. This Opinion Letter is
governed by, and shall be interpreted in accordance with the Legal Opinion
Accord (the "Accord") of the ABA Section of Business Law (1991). As a
consequence, it is subject to a number of qualifications, exceptions,
definitions, limitations on coverage and other limitations, all as more
particularly described in the Accord, and this Opinion Letter should be read
in conjunction therewith. I express no opinion as to any matter other than
as expressly set forth above, and no opinion not expressly and specifically
expressed on any matter may be inferred from this opinion. This opinion is
given as of the date hereof, and I undertake no, and hereby disclaim any,
obligation to advise you of any change thereafter set forth herein. This
opinion is for your sole use and benefit, and no other person may be
furnished a copy of this opinion or may relay on our opinion without my prior
written consent.
Very truly yours,
/s/ Frederick K. Slicker
---------------------------------
Frederick K. Slicker
Special Counsel to Lone Wolf Energy,Inc.
<PAGE>
Exhibit 23
Consent of Counsel
December 3, 1998
Board of Directors
Lone Wolf Energy, Inc.
2400 NW 30th Suite 624
Oklahoma City, OK 73112
Gentlemen:
The undersigned consents to the incorporation by reference of my opinion
in the Form S-8 Registration Statement of Lone Wolf Energy, Inc. to be filed
with the Securities and Exchange Commission and to the references to my name
therein. I express no opinion with respect to any matters not set forth in my
opinion and no opinion with respect to any subsequent events.
Very truly yours,
/s/ Frederick K. Slicker
----------------------------
Frederick K. Slicker
Counsel to Lone Wolf Energy, Inc.
<PAGE>
Exhibit 15
Letter re Unaudited Interim Financial Statements
Exhibit 23
Consent of Independent Auditors
The Board of Directors
Lone Wolf Energy, Inc.
2400 N.W. 30th Street, Suite 624
Oklahoma City, OK 73112
Gentlemen:
This letter is written to be included as Exhibit 15 and Exhibit 23 to
the Form S-8 Registration Statement to be filed by Lone Wolf Energy, Inc.
("Lone Wolf") with the Securities and Exchange Commission. The undersigned
acknowledges that Lone Wolf is incorporating by reference in that Registration
Statement its Annual Report on Form 10-KSB, which includes the undersigned's
audit report and subsequent Quarterly Reports on Form 10-QSB for the quarters
ended October 31, 1998. We have not reviewed or audited any of the unaudited
interim financial statements or other information contained in the Quarterly
Reports and have not conducted any review of the financial or other affairs
of Lone Wolf since the date of our audit report contained in its Annual Report.
We consent to the incorporation by reference of our audit report
contained in the Lone Wolf Annual Report in the Form S-8 Registration
Statement and to the reference to our name therein solely as it relates to
that audit report. We express no opinion with respect to any matters not set
forth in our audit report, and no opinion with respect to any subsequent
events.
CROSS AND ROBINSON
/s/ Cross and Robinson
_________________________
Certified Public Accountants
December 3, 1998
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Lone Wolf Energy, Inc.:
We have audited the balance sheet of Lone Wolf Energy, Inc., a Colorado
corporation, as of December 31, 1997 and 1996 and the related statements of
operations, stockholders' equity, and cash flows for the years then ended.
The Company is considered to be a development stage enterprise, beginning
January 14, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts disclosed in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Lone Wolf Energy,
Inc. as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for the years then ended and from the inception of the
development stage in conformity with generally accepted accounting principles.
CROSS AND ROBINSON
/s/ CROSS AND ROBINSON
-------------------------------
Certified Public Accountants
May 27, 1998
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
of Lone Wolf Energy, Inc.
We hereby do consent to the inclusion of the December 31, 1997 independent
auditor's report in the Lone Wolf Energy, Inc. FORM 10-KSB for the year ended
December 31, 1997.
CROSS AND ROBINSON
/s/ CROSS AND ROBINSON
-----------------------------
Certified Public Accountants
May 27, 1998
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the year ended December 31, 1997
Commission File No. 0-24684
LONE WOLF ENERGY, 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)
K&S VENTURES, INC.
(Former Name of Registrant)
Securities registered under Section 12 (b) of the Exchange Act: none
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock, $0.001 par value
(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 March 31, 1998: $-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 March 31, 1998
there were 4,250,000 shares of the Company's common stock issued and
outstanding.
Documents Incorporated by Reference: None
<PAGE>
PART I
Item 1. Description of Business
Lone Wolf Energy, Inc. (the "Registrant" or 'Company") was incorporated on
March 4, 1991 in the state of Colorado. Formerly known as K&S Ventures, the
Registrant operated as a retail distributor of Herbalife products until
June 17, 1994, when those operations were discontinued. From June 1994
until December 1996, the Registrant had no operations. In January 1997, the
Registrant adopted an operating plan to purchase producing oil and gas
properties and to acquire companies in oil and gas related businesses and in
May 1997, the Registrant changed its name from K&S Ventures, Inc. to
Lone Wolf Energy, Inc.
Employees
- ---------
During the year ended December 31, 1997, the Company had no full-time
employees.
Item 2. Description of Property
Facilities
- ----------
The Company maintains its principal office at 8908 S. Yale Avenue, Tulsa, OK
74137. The office space is provided free of charge to the Company by its
officers. The Company owns no other property.
Item 3. Legal Proceedings
There are no material legal proceedings that are pending or have been
threatened against the Company.
Item 4. Submission of Matters to a Vote of Security Holders
None
<PAGE>
PART II
Item 5. Market for Registrant's Common Stock and Related Shareholder Matters
Market Information
- ------------------
There is no established trading market for the shares of common stock of the
Company. There is no assurance that a trading market will be established or,
if established, that such a market will be sustained.
Sales of Common Stock During 1997
- ---------------------------------
During the first quarter of 1997, 90,000 shares (or 3,825,000 shares as
adjusted for the stock dividend discussed below) of the Company's common
stock was purchased by Lone Wolf Exploration, Inc., a non-affiliated
privately held Oklahoma corporation ("LWX"), in exchange for $100,000 in
cash. The transaction resulted in LWX owning 90% of the issued and
outstanding common stock of the Registrant. In connection with the
transaction, the Company paid fees in the amount of $100,000 to certain
unrelated third parties.
Common Stock Dividend During 1997
- ---------------------------------
During 1997, the Board of Directors of the Company declared a common stock
dividend to all shareholders of record as of June 30, 1997, which increased
the number of common shares outstanding from 100,000 shares to 4,250,000
shares.
Common Stock Subject to Options or Warrants
- -------------------------------------------
There are no outstanding options or warrants to purchase common stock of the
Registrant. There are no securities convertible into common stock of the
Registrant
Common Stock that could be sold pursuant to Rule 144
- ----------------------------------------------------
Of the 4,250,000 shares outstanding, 425,000 shares are eligible for sale, as
of the date of this report, under Rule 144 of the Securities Act.
Holders
- -------
As of December 31, 1997, the Company had 103 shareholders of record.
Cash Dividends
- --------------
The Company has not paid any cash dividends on its Common Stock and does not
foresee that such dividends will be paid in the future.
Item 6. Management's Discussion and Analysis or Plan of Operation
Plan of Operations
- ------------------
The Registrant plans to accumulate oil and gas assets by acquiring producing
properties from major oil and gas companies or from larger independent
companies; by developing and selling industry prospects that have a carried
interest and a controlled risk for the Company; and by acquiring oil and gas
companies with existing production and proved reserves in exchange for
common stock of the Company.
Until such time as the Registrant has purchased oil and gas assets,
management anticipates that only nominal operating expenses, which are
primarily accounting and legal fees related to the Registrant's compliance
as an SEC reporting company, will be incurred. Such nominal operating
expenses have been and management expects will continue to be paid directly
by certain shareholders of the Registrant. There is no assurance, however,
that material expenses will not be incurred or that shareholders will have
or will make available sufficient funds to cover such material expenses.
<PAGE>
Item 7. Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of Lone Wolf Energy, Inc.:
We have audited the balance sheet of Lone Wolf Energy, Inc., a Colorado
corporation, as of December 31, 1997 and 1996 and the related statements of
operations, stockholders' equity, and cash flows for the years then ended.
The Company is considered to be a development stage enterprise, beginning
January 14, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts disclosed in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overa
resentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lone Wolf Energy, Inc.
as of December 31, 1997 and 1996 and the results of its operations and its
cash flows for the years then ended and from the inception of the development
stage in conformity with generally accepted accounting principles.
CROSS AND ROBINSON
/s/ CROSS AND ROBINSON
-----------------------------
Certified Public Accountants
May 27, 1998
<PAGE>
LONE WOLF ENERGY, INC.
A Development Stage Company
(Formerly K&S Ventures, Inc.)
BALANCE SHEETS
December 31, 1997 AND 1996
December 31, December 31,
1997 1996
----------- -----------
ASSETS
Current Assets
Cash $0 $0
------------ -----------
TOTAL ASSETS $0 $0
------------ -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $6,972 $0
------------ -----------
Total Liabilities $6,972 $0
------------ -----------
Stockholders' Equity
Preferred Stock, $0.001 par value,
20,000,000 shares authorized,
No shares issued and outstanding $0 $0
Common Stock, $0.001 par value,
100,000,000 shares authorized,
4,250,000 shares of $0.001 par
value issued and outstanding at
December 31, 1997 and 10,000
shares of $0.01 par value
issued and outstanding at
December 31, 1996 4,250 100
Additional Paid in Capital 19,165 19,457
Retained Earnings (Deficit) (19,557) (19,557)
Deficit Accumulated During
The Development Stage (10,830) 0
---------- ---------
Total Stockholders' Equity $(6,972) $0
---------- ---------
TOTAL LIABILITIES' AND STOCKHOLDERS'
EQUITY $0 $0
---------- ---------
The accompanying notes are an integral part of the Financial Statements
<PAGE>
LONE WOLF ENERGY, INC.
A Development Stage Company
(Formerly K&S Ventures, Inc.)
STATEMENTS OF OPERATIONS
For the years ended December 31, 1997 and 1996
And from inception of the development stage
From Inception
of the Develop- December 31, December 31,
ment Stage 1997 1996
-------------- ------------ ------------
Revenue $0 $0 $0
Expenses
Legal 6,973 6,973 0
Accounting 1,363 1,363 0
Transfer Agent 2,494 2,494 0
-------------- ------------ ------------
Total Expenses 10,830 10,830 0
-------------- ------------ ------------
Net Loss $(10,830) $(10,830) $0
-------------- ------------ ------------
Weighted Average Shares
Outstanding 2,520,833 2,520,833 10,000
-------------- ------------ ------------
Loss Per Share $0.00 $0.00 $0.00
-------------- ------------ ------------
The accompanying notes are an integral part of the Financial Statements
<PAGE>
LONE WOLF ENERGY, INC.
A Development Stage Company
(Formerly K&S Ventures, Inc.)
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1997 and 1996
And from inception of the development stage
From Inception
of the Develop- December 31, December 31,
ment Stage 1997 1996
-------------- ----------- -----------
Operating Activities:
Net Loss $(10,830) $(10,830) $0
Change in Accounts Payable 6,972 6,972 0
-------------- ----------- -----------
Cash Used In Operating
Activities (3,858) (3,858) 0
-------------- ----------- -----------
Financing Activities:
Sale of Common Stock 100,000 100,000 0
Less: Issue Costs (100,000) (100,000) 0
Contribution of Capital
by Stockholders 3,858 3,858 0
------------- ----------- -----------
Cash Provided By Financing
Activities 3,858 3,858 0
------------- ----------- -----------
Investing Activities 0 0 0
------------- ----------- -----------
Change in Cash 0 0 0
Cash at Beginning of Period 0 0 0
------------- ----------- -----------
Cash at End of Period $0 $0 $0
------------- ----------- -----------
The accompanying notes are an integral part of the Financial Statements
<PAGE>
LONE WOLF ENERGY, INC.
A Development Stage Company
(Formerly K&S Ventures, Inc.)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31, 1997 and 1996
Deficit
Accumu-
lated
During
Addi- the Total
Shares of tional Develop- Accumu- Stock-
Common Common Paid in ment lated holders
Stock Stock Capital Stage Deficit Equity
--------- ------ ------- -------- ------- -------
Balance at
December 31, 1995 10,000 $100 $15,047 $0 $(19,557) $(4,410)
Capital Contributed
by Shareholders 0 0 4,410 0 0 4,410
--------- ------ ------- -------- ------- --------
Balance at
December 31, 1996 10,000 100 19,457 0 (19,557) 0
Common Stock
issued for Cash 90,000 900 99,100 0 0 100,000
Less: Issue Costs 0 0 (100,000) 0 0 (100,000)
Change in Par Value
(Note 2) 0 (900) 900 0 0 0
Stock Dividend
Issued in 1997 4,150,000 4,150 (4,150) 0 0 0
Capital Contributed
by Shareholders 0 0 3,858 0 0 3,858
Net Loss 0 0 0 (10,830) 0 (10,830)
--------- ------ ------- --------- ------- ---------
Balance at
December 31, 1997 4,250,000 $4,250 $19,165 $(10,830) $(19,557) $(6,972)
--------- ------ ------- --------- ------- ---------
The accompanying notes are an integral part of the Financial Statements
<PAGE>
LONE WOLF ENERGY, INC.
A Development Stage Company
(Formerly K&S Ventures, Inc.)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1. SIGNIFICANT ACCOUNTING POLICIES
Organization
- ------------
Lone Wolf Energy, Inc. (formerly K&S Ventures, Inc.) was incorporated on
March 4, 1991 in the state of Colorado. From 1992 until 1994, the Company
operated as a retail distributor of Herbalife products. On June 17, 1994,
the Company discontinued its retail distributor operations. In January 1997,
the Company adopted an operating plan to purchase producing oil and gas
properties and to acquire companies in oil and gas related businesses.
In May 1997, the Company changed its name from K&S Ventures, Inc. to Lone
Wolf Energy, Inc.
Basis of Accounting
- -------------------
Assets, liabilities, equity, revenue and expenses are recorded under the
accrual method of accounting in conformity with generally accepted accounting
principles.
Cash and cash equivalents
- -------------------------
The Company considers all cash and marketable securities as cash equivalents.
Income Taxes
- ------------
For the years prior to 1997, the Company was taxed under the provisions of
Subchapter S of the Internal Revenue Code. Under the provisions of the Code,
all losses or taxable income flowed to the stockholders of the Company.
In January 1997, the Company's standing as a Subchapter S corporation, as
defined by the Internal Revenue Code, was changed because of the purchase of
common stock during 1997 by a corporate shareholder. Beginning with the year
ended December 31, 1997, the Company will be considered a "C" corporation for
income tax purposes.
Fiscal Year End
- ---------------
The Company's fiscal year end is December 31.
Earnings (Loss) per Share
- -------------------------
Primary income (loss) per share is calculated by dividing net income (loss)
by the weighted average shares of common stock of the Company outstanding
during the period (See Note 5).
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported revenues and expenses during the reporting
period. Actual results could differ from those estimates.
<PAGE>
2. STOCKHOLDERS' EQUITY
Issuance of Common Stock
- ------------------------
During the first quarter of 1997, 90,000 shares of the Company's common stock
was purchased by Lone Wolf Exploration, Inc., a non-affiliated privately held
Oklahoma corporation ("LWX"), in exchange for $100,000 in cash. The
transaction resulted in LWX owning 90% of the issued and outstanding common
stock of the Registrant. In connection with the transaction, the Company
paid certain fees in the amount of $100,000 to an unrelated third party.
Change in Par Value
- -------------------
In June, 1997, the par value of the Company's common stock was changed from
$0.01 per share to $0.001 per share.
Common Stock Dividend
- ---------------------
In June, 1997, the Board of Directors of the Company declared a common stock
dividend for the purpose of increasing the number of common shares
outstanding. The stock dividend resulted in each shareholder of the Company
owning 42.5 shares for each share owned, which increased the number of shares
of common stock outstanding from 100,000 shares to 4,250,000 shares.
3. INCOME TAXES
The deferred tax assets and liabilities are as follows:
Net operating loss carryforward $4,332
Less: valuation allowance (4,332)
-----------
Net deferred tax asset 0
-----------
As of December 31, 1997, the Company has a net operating loss carryforward
of approximately $11,000 for income tax purposes which expires in 2012.
Deferred taxes reflect a combined federal and state tax rate of approximately
40%.
4. DEVELOPMENT STAGE OPERATIONS
The Company is a development stage enterprise. Its primary focus since
inception of the new operating plan has been raising capital.
5. EARNINGS (LOSS) PER SHARE
Common Shares Outstanding 4,250,000
Effect of using weighted average
common and common equivalent shares
outstanding (1,729,167)
-----------
Weighted average common shares
outstanding 2,520,833
-----------
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Directors are elected for one-year terms or until the next annual meeting
of shareholders and until their successors are duly elected and qualified.
Officers serve at the discretion of the Board of Directors.
The officers and directors devote only such time as is necessary to the
operations of the Company. Each officer and director maintains outside
employment at non-affiliated companies.
The Directors and Officers of the Registrant as of the date of this report
are as follows:
Name Age Position
---------------- --- --------
Gifford M. Mabie 57 President and Director
Rhonda R. Vincent 34 Vice President, Secretary, Treasurer and
Director
James G. Borem 51 Director
Gifford M. Mabie, age 57, has been President and a Director of the Company
since 1997. Mr. Mabie is also President, CEO and a Director of Maxxon, Inc.
(OTCBB: MXON), a development-stage company co-founded by Mr. Mabie in 1996
to develop and commercialize a patented disposable safety syringe. From 1994
to 1997, Mr. Mabie was a consultant to Corporate Vision, Inc. (OTCBB: CVIA),
a multimedia software development company. From 1982 to 1994, Mr. Mabie was
Senior Vice President of CIS Technologies, Inc. (NASDAQ: CISI), a leading
healthcare information company that was purchased by National Data
Corporation (NYSE: NDC) in 1996.
Rhonda R. Vincent, age 34, has been Vice President, Secretary, Treasurer and
Director of the Company since 1997. Ms. Vincent is also Vice President,
Secretary, Treasurer and Director of Maxxon, Inc. (OTCBB: MXON), a develop-
ment-stage company co-founded by Ms. Vincent in 1996 to develop and
commercialize a patented disposable safety syringe. From 1994 to 1997,
Ms. Vincent was Vice President, Secretary, Treasurer and Director of
Corporate Vision, Inc. (OTC BB: CVIA), a multimedia software development
company. For five years prior to joining Corporate Vision, Ms. Vincent was
Assistant Vice President of CIS Technologies, Inc. (NASDAQ: CISI), a leading
healthcare information processing company that was purchased by National Data
Corporation (NYSE: NDC) in 1996.
James G. Borem, age 51, has been a Director of the Company since 1997.
Mr. Borem is President, CEO and Director of Oil City Petroleum, Inc., an SEC
reporting company. From 1991 to 1995, Mr. Borem was President, Chief
Operating Officer and Co-Founder of LaTex Resources, Inc. (OTC BB: LATX), a
publicly-traded oil and gas company. While at LaTex, he was responsible for
increasing the company's assets from $3 million to more than $60 million.
Item 10. Executive Compensation
For the years ended December 31, 1997 and 1996, the Company paid no salary or
compensation to its executive officers. During those periods, there were no
bonus or incentive plans in effect, nor were there any liabilities incurred
for the payment of compensation to the Company's officers related to past,
present or future services.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as by all directors and officers of
the issuer. Unless otherwise indicated, the shareholders listed possess
sole voting and investment power with respect to the shares shown:
Amount and Nature
Title of Name and Address of of Beneficial Percent of
Class Beneficial Owner Ownership Class
---------- ------------------- ----------------- ----------
Common William G. Morgan
2048 West Houston Beneficial Owner
Broken Arrow, OK 74012 350,000 shares 8.24%
Common Gifford M. Mabie
8908 S. Yale Ave. #409 Officer/Director
Tulsa, OK 74137 200,000 shares 4.71%
Common Rhonda R. Vincent
8908 S. Yale Ave. #409 Officer/Director
Tulsa, OK 74137 200,000 shares 4.71%
Common James G. Borem
8908 S. Yale Ave. #409 Officer/Director
Tulsa, OK 74137 200,000 shares 4.71%
Common All Officers and
Directors as a group
(3 persons) 600,000 shares 14.12%
Item 12. Certain Relationships and Related Transactions
For the years ended December 31, 1997 and 1996, there were no related
party transactions.
Item 13. Exhibits and Reports on Form 8-K.
a. Exhibits
Exhibit No. Page
----------- ----
23.0 Consent of Cross & Robinson
24.0 Power of attorney Included on Signature Page of this
Form 10-KSB
27.0 Financial Data Schedule For electronic filing only
b. Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter of the
period covered by this report.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
LONE WOLF ENERGY, INC.
/s/ RHONDA R. VINCENT
______________________________________
By: Rhonda R. Vincent, Vice President,
Secretary and Treasurer
Date: May 27, 1998
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints Rhonda R. Vincent, his or her true and
lawful attorneys-in-fact and agents, to sign any or all amendments to this
Report on Form 10-KSB, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto the attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person hereby ratifying and
confirming that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Exchange Act of 1934, this Report on
Form 10-KSB has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ GIFFORD M. MABIE President and Director May 27, 1998
- ---------------------
Gifford M. Mabie
/s/ RHONDA R. VINCENT Vice President, Secretary,
- ---------------------- Treasurer and Director May 27, 1998
Rhonda R. Vincent
/s/ JAMES G. BOREM Director May 27, 1998
- ----------------------
James G. Borem
<PAGE>
Exhibit 23.0
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Lone Wolf Energy, Inc.
We hereby do consent to the inclusion of the December 31, 1997 independent
auditor's report in the Lone Wolf Energy, Inc. FORM 10-KSB for the year ended
December 31, 1997.
CROSS AND ROBINSON
/s/ CROSS AND ROBINSON
- ----------------------------
Certified Public Accountants
May 27, 1998
<PAGE>
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, 1998
Commission File No. 0-24684
LONE WOLF ENERGY, INC.
(Name of small business issuer in its charter)
K&S VENTURES, INC.
(Former name of small business issuer)
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, $0.001 par value
(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 March 31, 1998, was 4,250,000 shares.
Page 1 of 7
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LONE WOLF ENERGY, INC.
(A Development Stage Company)
BALANCE SHEETS
March 31, 1998 and December 31, 1997
(Unaudited)
March 31, December 31,
1998 1997
----------- -----------
ASSETS
Current Assets
Cash $0 $0
-------- ---------
TOTAL ASSETS $0 $0
-------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $9,634 $6,972
-------- ---------
Total Liabilities $9,634 $6,972
-------- ---------
Stockholders' Equity:
Preferred Stock- $0.001 par value
20,000,000 shares authorized, no
shares issued and outstanding $0 $0
Common Stock- $0.001 par value
100,000,000 shares authorized,
4,250,000 shares issued and
outstanding at March 31, 1998
and December 31, 1997,
respectively 4,250 4,250
Additional Paid in Capital 19,655 19,165
Accumulated Deficit (33,539) (30,387)
-------- --------
Total stockholders' equity (9,634) (6,972)
-------- --------
Total Liabilities and Equity $0 $0
-------- --------
Page 2 of 7
<PAGE>
LONE WOLF ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1998 and 1997
(Unaudited)
Three months ended
March 31, 1998 March 31, 1997
-------------- --------------
Revenue $0 $0
Expenses:
Legal 2,684 0
Accounting 87 0
Transfer Agent 381 0
--------- -------
3,152 0
--------- -------
Net Loss (3,152) 0
--------- -------
Weighted Avg. Shares 4,250,000 4,250,000
--------- ---------
Loss per share $0.00 $0.00
--------- ---------
LONE WOLF ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1998 and 1997
(Unaudited)
March 31, March 31,
1998 1997
-------- --------
Operating Activities
Net loss (3,152) 0
Change in Accounts Payable 2,663 0
-------- --------
Cash used in operating activities (489) 0
-------- --------
Financing Activities
Sale of Common Stock 0 100,000
Less: Issue Costs 0 (100,000)
Contribution of Capital by Stockholders 489 0
-------- --------
Cash provided by financing activities 489 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>
LONE WOLF ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the three months ended March 31, 1998 and 1997
1. SIGNIFICANT ACCOUNTING POLICIES
Organization
Lone Wolf Energy, Inc. (formerly K&S Ventures, Inc.) was incorporated on
March 4, 1991 in the state of Colorado. From 1992 until 1994, the Company
operated as a retail distributor of Herbalife products. On June 17, 1997,
the Company discontinued its retail distributor operations. In January,
1997, the Company adopted an operating plan to purchase producing oil and gas
properties and to acquire companies in oil and gas related businesses. In
May, 1997, the Company changed its name from K&S Ventures, Inc. to Lone Wolf
Energy, Inc.
Basis of Accounting
Assets, liabilities, equity, revenue and expenses are recorded under the
accruel method of accounting in conformity with generally accepted accounting
principles.
Cash and Cash Equivalents
The Company considers all cash and marketable securities as cash
equivalents.
Income Taxes
The Company is considered a "C" corporation for income tax purposes.
Fiscal Year End
The Company's fiscal year end is December 31.
2. Stockholders' Equity
Additional Capital Contributed During First Quarter of 1998
-----------------------------------------------------------
During the first quarter of 1998, certain shareholders of the Company
contributed approximately $500 in additional capital that was used to pay
certain operating expenses of the Company. It is expected that these
shareholders will continue to provide the capital necessary to meet the
nominal operating expenses of the Company.
Purchase of Common Stock During First Quarter of 1997
-----------------------------------------------------
During the first quarter of 1997, 3,825,000 shares of the Company's
common stock was purchased by Lone Wolf Exploration, Inc., a non-affiliated
privately held Oklahoma corporation ("LWX"), in exchange for $100,000 in cash.
The transaction resulted in LWX owning 90% of the issued and outstanding
common stock of the Registrant. In connection with the transaction, the
Registrant paid fees in the amount of $100,000 to certain unrelated third
parties.
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operations
The Registrant plans to accumulate oil and gas assets by acquiring
producing properties from major oil and gas companies or from larger
independent companies; by developing and selling industry prospects that have
a carried interest and controlled risk for the Company; and by acquiring oil
and gas companies with existing production and proved reserves in exchange for
common stock of the Company.
Management anticipates that until the Registrant completes a purchase of
oil and gas assets that only nominal operating expenses, which are primarily
accounting and legal fees related to the Registrant's compliance as an SEC
reporting company, will be incurred. Such nominal expenses have been and
management expects will continue to be paid directly by certain shareholders
of the Registrant. There is no assurance, however, that material expenses
will not be incurred. There is no assurance that shareholders will have or
will make available sufficient funds to cover such material expenses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
Not Applicable
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
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Exhibits.
None
Reports on Form 8-K.
None
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.
LONE WOLF ENERGY, INC.
/s/ RHONDA R. VINCENT
______________________________________
By: Rhonda R. Vincent, Treasurer
Date: May 21, 1998
Page 6 of 7
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 June 30, 1998
Commission File No. 0-24684
LONE WOLF ENERGY, INC.
(Name of small business issuer in its charter)
K&S VENTURES, INC.
(Former name of small business issuer)
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, $0.001 par value
(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 June 30, 1998, was 4,250,000 shares.
Page 1 of 7
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LONE WOLF ENERGY, INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
June 30, December 31,
1998 1997
ASSETS
Current Assets
Cash $0 $0
-------- ---------
TOTAL ASSETS $0 $0
-------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $9,634 $6,972
-------- ---------
Total Liabilities $9,634 $6,972
-------- ---------
Stockholders' Equity:
Preferred Stock- $0.001 par value
20,000,000 shares authorized, no
shares issued and outstanding $0 $0
Common Stock- $0.001 par value
100,000,000 shares authorized,
4,250,000 shares issued and
outstanding at June 30, 1998
and December 31, 1997,
respectively 4,250 4,250
Additional Paid in Capital 19,655 19,165
Accumulated Deficit (33,539) (30,387)
-------- --------
Total stockholders' equity (9,634) (6,972)
-------- --------
Total Liabilities and Equity $0 $0
-------- --------
Page 2 of 7
<PAGE>
LONE WOLF ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the three months and six months ended June 30, 1998 and 1997
(Unaudited)
Three months Six months
ended ended
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
-------------------- ------------------
Revenue $0 $0 $0 $0
Expenses:
Legal 260 0 2,944 0
Accounting 0 0 87 0
Transfer Agent 397 0 778 0
Other 453 0 453 0
-------- ------- -------- -------
1,110 0 4,262 0
-------- ------- -------- -------
Net Loss (1,110) 0 (4,262) 0
-------- ------- -------- -------
Wgt.Avg. Shares 4,250,000 4,250,000 4,250,000 4,250,000
-------- -------- --------- ---------
Loss per share $0.00 $0.00 $0.00 $0.00
-------- ---------- -------- ---------
LONE WOLF ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1998 and 1997
(Unaudited)
June 30, June 30,
1998 1997
-------- --------
Operating Activities
Net loss (4,262) 0
Change in Accounts Payable 2,355 0
-------- --------
Cash used in operating activities (1,907) 0
-------- --------
Financing Activities
Sale of Common Stock 0 100,000
Less: Issue Costs 0 (100,000)
Contribution of Capital
by Stockholders 1,907 0
-------- --------
Cash provided by financing activities 1,907 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>
LONE WOLF ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the six months ended June 30, 1998 and 1997
1. SIGNIFICANT ACCOUNTING POLICIES
Organization
Lone Wolf Energy, Inc. (formerly K&S Ventures, Inc.) was incorporated on
March 4, 1991 in the state of Colorado. From 1992 until 1994, the Company
operated as a retail distributor of Herbalife products. On June 17, 1997,
the Company discontinued its retail distributor operations. In January,
1997, the Company adopted an operating plan to purchase producing oil and gas
properties and to acquire companies in oil and gas related businesses. In
May, 1997, the Company changed its name from K&S Ventures, Inc. to Lone Wolf
Energy, Inc.
Basis of Accounting
Assets, liabilities, equity, revenue and expenses are recorded under the
accruel method of accounting in conformity with generally accepted accounting
principles.
Cash and Cash Equivalents
The Company considers all cash and marketable securities as cash
equivalents.
Income Taxes
The Company is considered a "C" corporation for income tax purposes.
Fiscal Year End
The Company's fiscal year end is December 31.
2. Stockholders' Equity
Additional Capital Contributed During 1998
-----------------------------------------------------------
During the second quarter of 1998 and for the six months ended June 30,
1998, certain shareholders of the Company contributed approximately $1,400
and $1,900, respectively, in additional capital that was used to pay
certain operating expenses of the Company. It is expected that these
shareholders will continue to provide the capital necessary to meet the
nominal operating expenses of the Company.
Purchase of Common Stock During First Quarter of 1997
-----------------------------------------------------
During the first quarter of 1997, 3,825,000 shares of the Company's
common stock was purchased by Lone Wolf Exploration, Inc., a non-affiliated
privately held Oklahoma corporation ("LWX"), in exchange for $100,000 in cash.
The transaction resulted in LWX owning 90% of the issued and outstanding
common stock of the Registrant. In connection with the transaction, the
Registrant paid fees in the amount of $100,000 to certain unrelated third
parties.
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operations
The Registrant plans to accumulate oil and gas assets by acquiring
producing properties from major oil and gas companies or from larger
independent companies; by developing and selling industry prospects that have
a carried interest and controlled risk for the Company; and by acquiring oil
and gas companies with existing production and proved reserves in exchange for
common stock of the Company.
Management anticipates that until the Registrant completes a purchase of
oil and gas assets that only nominal operating expenses, which are primarily
accounting and legal fees related to the Registrant's compliance as an SEC
reporting company, will be incurred. Such nominal expenses have been and
management expects will continue to be paid directly by certain shareholders
of the Registrant. There is no assurance, however, that material expenses
will not be incurred. There is no assurance that shareholders will have or
will make available sufficient funds to cover such material expenses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
Not Applicable
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
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Exhibits.
None
Reports on Form 8-K.
None
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.
LONE WOLF ENERGY, INC.
/s/ RHONDA R. VINCENT
______________________________________
By: Rhonda R. Vincent, Treasurer
Date: August 17, 1998
Page 6 of 7
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 September 30, 1998
Commission File No. 0-24684
LONE WOLF ENERGY, INC.
(Name of small business issuer in its charter)
K&S VENTURES, INC.
(Former name of small business issuer)
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, $0.001 par value
(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 September 30, 1998, was 4,250,000 shares.
Page 1 of 7
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LONE WOLF ENERGY, INC.
(A Development Stage Company)
BALANCE SHEETS
September 30, 1998 and December 31, 1997
(Unaudited)
Sept 30, December 31,
1998 1997
ASSETS
Current Assets
Cash $0 $0
-------- ---------
TOTAL ASSETS $0 $0
-------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $19,502 $6,972
-------- ---------
Total Liabilities $19,502 $6,972
-------- ---------
Stockholders' Equity:
Preferred Stock- $0.001 par value
20,000,000 shares authorized, no
shares issued and outstanding $0 $0
Common Stock- $0.001 par value
100,000,000 shares authorized,
4,250,000 shares issued and
outstanding at Sept 30, 1998
and December 31, 1997,
respectively 4,250 4,250
Additional Paid in Capital 21,646 19,165
Accumulated Deficit (45,398) (30,387)
-------- --------
Total stockholders' equity (19,502) (6,972)
-------- --------
Total Liabilities and Equity $0 $0
-------- --------
The accompanying notes are an integral part of the financial statements.
Page 2 of 7
<PAGE>
LONE WOLF ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the three months and nine months ended September 30, 1998 and 1997
(Unaudited)
Three months Nine months
ended ended
Sept 30, Sept 30, Sept 30, Sept 30,
1998 1997 1998 1997
-------------------- ------------------
Revenue $0 $0 $0 $0
Expenses:
Legal 8,481 0 11,425 0
Accounting 4,508 0 4,595 0
Transfer Agent 254 0 1,032 0
Other 1,364 0 1,818 0
-------- ------- -------- -------
14,607 0 18,870 0
-------- ------- -------- -------
Net Loss (14,607) 0 (18,870) 0
-------- ------- -------- -------
Wgt.Avg. Shares 4,250,000 4,250,000 4,250,000 4,250,000
-------- -------- --------- ---------
Loss per share $0.00 $0.00 $0.00 $0.00
-------- ---------- -------- ---------
The accompanying notes are an integral part of the financial statements.
LONE WOLF ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the nine months ended Sept 30, 1998 and 1997
(Unaudited)
Sept 30, Sept 30,
1998 1997
-------- --------
Operating Activities
Net loss (18,870) 0
Change in Accounts Payable 12,530 0
-------- --------
Cash used in operating activities (6,340) 0
-------- --------
Financing Activities
Sale of Common Stock 0 100,000
Less: Issue Costs 0 (100,000)
Contribution of Capital
by Stockholders 6,340 0
-------- --------
Cash provided by financing activities 6,340 0
-------- --------
Investing Activities 0 0
--------- ---------
Change in cash 0 0
Cash at beginning of period 0 0
--------- ---------
Cash at end of period 0 0
--------- ---------
The accompanying notes are an integral part of the financial statements.
Page 4 of 7
<PAGE>
LONE WOLF ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the nine months ended June 30, 1998 and 1997
1. SIGNIFICANT ACCOUNTING POLICIES
Organization
Lone Wolf Energy, Inc. (formerly K&S Ventures, Inc.) was incorporated on
March 4, 1991 in the state of Colorado. From 1992 until 1994, the Company
operated as a retail distributor of Herbalife products. On June 17, 1997,
the Company discontinued its retail distributor operations. In January,
1997, the Company adopted an operating plan to purchase producing oil and gas
properties and to acquire companies in oil and gas related businesses. In
May, 1997, the Company changed its name from K&S Ventures, Inc. to Lone Wolf
Energy, Inc.
Basis of Accounting
Assets, liabilities, equity, revenue and expenses are recorded under the
accruel method of accounting in conformity with generally accepted accounting
principles.
Cash and Cash Equivalents
The Company considers all cash and marketable securities as cash
equivalents.
Income Taxes
The Company is considered a "C" corporation for income tax purposes.
Fiscal Year End
The Company's fiscal year end is December 31.
2. Stockholders' Equity
Additional Capital Contributed During 1998
-----------------------------------------------------------
During the third quarter of 1998 and for the nine months ended Sept 30,
1998, certain shareholders of the Company contributed approximately $4,433
and $6,340, respectively, in additional capital that was used to pay
certain operating expenses of the Company. It is expected that these
shareholders will continue to provide the capital necessary to meet the
nominal operating expenses of the Company.
Purchase of Common Stock During First Quarter of 1997
-----------------------------------------------------
During the first quarter of 1997, 3,825,000 shares of the Company's
common stock was purchased by Lone Wolf Exploration, Inc., a non-affiliated
privately held Oklahoma corporation ("LWX"), in exchange for $100,000 in cash.
The transaction resulted in LWX owning 90% of the issued and outstanding
common stock of the Registrant. In connection with the transaction, the
Registrant paid fees in the amount of $100,000 to certain unrelated third
parties.
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operations
The Registrant plans to accumulate oil and gas assets by acquiring
producing properties from major oil and gas companies or from larger
independent companies; by developing and selling industry prospects that have
a carried interest and controlled risk for the Company; and by acquiring oil
and gas companies with existing production and proved reserves in exchange for
common stock of the Company.
Management anticipates that until the Registrant completes a purchase of
oil and gas assets that only nominal operating expenses, which are primarily
accounting and legal fees related to the Registrant's compliance as an SEC
reporting company, will be incurred. Such nominal expenses have been and
management expects will continue to be paid directly by certain shareholders
of the Registrant. There is no assurance, however, that material expenses
will not be incurred. There is no assurance that shareholders will have or
will make available sufficient funds to cover such material expenses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
Not Applicable
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
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Exhibits.
None
Reports on Form 8-K.
None
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.
LONE WOLF ENERGY, INC.
/s/ RHONDA R. VINCENT
______________________________________
By: Rhonda R. Vincent, Treasurer
Date: November 16, 1998
Page 6 of 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report: November 10, 1998
LONE WOLF ENERGY, INC.
(Name of small business issuer in its charter)
Colorado
(State or other jurisdiction of Incorporation or Organization)
0-24684
Commission File No.
84-1214336
(IRS Employer Identification Number)
8908 South Yale Avenue, Suite 409
Tulsa, OK 74137
(918) 481-0167
(Former address and telephone number of principal executive offices)
Lone Wolf Energy, Inc.
2400 NW 30th St., Suite 624
Oklahoma City, OK 73112
(New address, if changed since last report)
Item 5. Other Events.
On October 27, 1998, the Registrant's common stock was cleared for trading on
the over-the-counter market under the symbol "LWEI".
On November 4, 1998, the Board of Directors approved the issuance of common
stock in satisfaction of obligations incurred with consultants to the Company
as follows:
Marc Newman 5,500,000 shares
Gifford M. Mabie 521,700 shares
Rhonda R. Vincent 373,500 shares
Frederick K. Slicker 104,800 shares
On November 4, 1998, Rhonda R. Vincent resigned as a director and officer
of the Company. The Board elected Marc Newman to fill the Board vacancy.
On November 4, 1998, Gifford M. Mabie resigned as a director and officer of
the Company. The Board elected Douglas Newman, father of Marc Newman, to
fill the Board vacancy.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
LONE WOLF ENERGY, INC.
/S/ MARC NEWMAN
By:_______________________________
Marc Newman, President and CEO
