SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
to
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the year ended December 31, 1999
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)
73-1550360 (IRS Employer Identification Number )
2400 NW 30th, #814
0klahoma City, Oklahoma 73112
(405) 946-4850
(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 Section13
or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12months
(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
90days. 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. [_]
<PAGE>
Issuer's revenues for its most recent fiscal year: $ 120,893
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
60days: As of March 23, 2000: $9,335,200
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 23, 2000 there were
16,670,000 shares of the Company's common stock issued and outstanding.
Documents Incorporated by Reference: None
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
Marc W. Newman 30 President and Director
Douglas A. Newman 52 Vice President, Secretary, and Director
Timothy P. Apgood 50 Director
Marc W. Newman, has been President and a Director of the Company since
November 1998. From July 1998 to November 1998 Mr. Newman was a private
investment consultant. From 1992 to July 1998 Mr. Newman was a registered
investment broker. Prior to that time Mr. Newman was a full time student.
Douglas A. Newman, has been Vice President, Secretary and a Director of the
Company since November 1998. From 1991 to 1998 Mr. Newman was Chairman, Vice
President and Secretary of Hospital Rehabilitation Services, Inc. a privately
held company he co-founded, which provided contract Physical Therapy services to
hospitals in Tennessee, Alabama, Illinois and North Carolina. From 1985 to 1990
Mr. Newman was Chairman, CFO, Secretary and a Director of Wedding Information
Network, Inc. (NASDAQ: WINN), a franchisor and operator of "The Wedding Pages",
a leading publication for bridal planning and direct marketing to brides to be.
Prior to his employment with Wedding Information Network, Inc., Mr. Newman was a
partner in the CPA firm of Newman and Nanfito in Omaha, Nebraska. Douglas Newman
is the father of Marc Newman, President of the Company.
<PAGE>
Timothy P. Apgood, has been a Director of the Company since February 2000.
Mr. Apgood has an extensive background in medical supply and equipment sales. He
has spent the last six years developing EP Distributing Company.
The following are the persons known to the Company who have failed to file
on a timely basis reports required by Section 16(a) of the Exchange Act:
Marc W. Newman failed to file (1) a Form 3 in December 1998, to report his
status as a director, officer and a 10% shareholder as of November 4, 1998, and
his beneficial ownership of an aggregate of 1,605,434 shares of common stock ,
(2) a Form 4 in June 1999, to report the disposition by gift of 400,000 shares
of common stock on May 11, 1999, (3) a Form 4 in August 1999 to report the
acquisition of 551,064 shares of common stock as a result of his marriage on
July 5, 1999, and (4) a Form 4 by April 10, 2000 to report the acquisition of
3,500,000 shares of common stock on March 23, 2000.
Douglas A. Newman failed to file (1) a Form 3 in December 1998, to report
his status as a director and officer as of November 4, 1998, and his beneficial
ownership of an aggregate of 1,110,000 shares of common stock , and (2) a Form 4
by April 10, 2000 to report the acquisition of 500,000 shares of common stock on
March 23, 2000.
Timothy P. Apgood failed to file a Form 3 in March 2000, to report his
status as a director as of February 29, 2000, and his beneficial ownership of an
aggregate of 1,000,000 shares of common stock.
All of the above forms have been filed.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table lists the beneficial ownership of the Company's voting
securities, as of March 23, 2000, by each person known by the Company to be the
beneficial owner of more than 5% of such securities:
Name and Address Amount and Nature Percent of
Title of of of Beneficial Ownership
Class Beneficial Owner Owner Class
Common Joyce Boyer 492,000 (1) 2.9% (1)
8310 E. 107th Pl.
Tulsa, OK 74133
(1) Includes 66,300 shares held indirectly through Ms. Boyer's spouse. Does not
include 600,000 shares which Ms. Boyer had a right to have issued to her as
of April 5, 2000, pursuant to rights granted to her in connection with her
guarantee of a loan to the Company by a lending institution. Upon the
issuance of such 600,000 shares, Ms. Boyer's ownership shall increase to
1,092,000 shares or 6.32% of the then issued and outstanding common stock.
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The following table lists the beneficial ownership of the Company's voting
securities, as of March 23, 2000, by all of the directors and officers of the
issuer. Unless otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown:
Name and Address Amount and Nature Percent of
Title of of of Beneficial Ownership
Class Beneficial Owner Title Owner Class
Common Timothy P. Apgood Director 1,000,000 6.00%
598 Villager Ln.
Midvale, UT 84047
Common Marc W. Newman Officer/ 5,256,498 (1) 31.53%
2400 NW 30th, #814 Director
Oklahoma City, OK 73112
Common Douglas A. Newman Officer/ 1,610,000 9.66%
2400 NW 30th, #814 Director
Oklahoma City, OK 73112
Common All Officers and Directors 7,866,498 47.19%
as a group (3 persons)
(1) Includes 551,064 shares held indirectly through Mr. Newman's spouse and
205,434 shares held indirectly through Newboy, Inc., a corporation
controlled by Mr. Newman.
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/ DOUGLAS A. NEWMAN
------------------------------------------
By: Douglas A. Newman, Vice President and
Secretary
Date: April 24, 2000
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Douglas A. Newman, his true and
lawful attorney-in-fact and agent, to sign any or all amendments to this Report
on Form 10-KSB/A, 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 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/A 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/ MARC W. NEWMAN President and Director April 24, 2000
- -------------------------------
Marc W. Newman
/s/ DOUGLAS A. NEWMAN Vice President, Secretary, April 24, 2000
- -------------------------------- and Director
Douglas A. Newman
/s/ TIMOTHY P. APGOOD Director April 24, 2000
- --------------------------------
Timothy P. Apgood
