As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Lone Wolf Energy, Inc.
(Exact name of Registrant as specified in its charter)
Colorado 73-1587867
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5400 N.W. Grand, Suite 510
Oklahoma City Oklahoma 73112
(405) 943-4615
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Marc W. Newman
5400 N.W. Grand, Suite 510
Oklahoma City, Oklahoma 73112
(405) 943-4615
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to
H. Wayne Cooper
Doerner, Saunders, Daniel & Anderson, L.L.P.
320 South Boston Ave., Suite 500
Tulsa, Oklahoma 74103
(918) 582-1211
Approximate date of commencement of proposed sale to the public: From time to
time after this registration statement becomes effective.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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Calculation of Registration Fee
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Title of each Proposed maximum Proposed maximum
class of securities Amount to be offering price aggregate offering Amount of
to be registered Registered (1) per Unit or Share(2) price (2) registration fee
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Common Stock $0.001
par value 23,823,725 $0.1475 $3,514,000 $927.70
===========================================================================================================
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(1) All of the shares of common stock offered hereby are being sold for the
accounts of Selling Stockholders of the registrant. (See "Selling
Stockholders and Certain Relationships.")
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, based on the average of the bid and asked prices reported
on the Bulletin Board maintained by the National Association of Securities
Dealers, Inc. on July 28, 2000.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. The
Selling Stockholders, (described herein) may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is prohibited.
PRELIMINARY PROSPECTUS DATED August 2, 2000
PROSPECTUS
LONE WOLF ENERGY, INC.
23,823,725 Shares of Common Stock
These shares of our common stock are being offered by the selling
stockholders who are named on page __ of this prospectus (the "Selling
Stockholders"). The Selling Stockholders may sell these shares from time to time
in brokers' transactions, negotiated transactions, or otherwise at prices
current at the time of sale. We will not receive any proceeds from these sales.
All expenses of the registration of these shares (other than brokerage
commissions and transfer taxes, which will be paid by the Selling Stockholders)
will be paid by us. We estimate that the expenses will be $ _____.
Our common stock is traded on the Bulletin Board maintained by the National
Association of Securities Dealers, Inc. under the symbol "LWEI.OB." On July 28,
2000, the last reported bid and asked prices of our common stock on the Bulletin
Board were $0.125 and $0.170 per share.
Our common stock is a speculative investment and involves a high degree of risk.
You should read the description of certain risks under the caption "Risk
Factors" commencing on page ___ before purchasing our common stock.
Our executive offices are at 5400 N.W. Grand, Suite 510, Oklahoma City, Oklahoma
73112 (405) 943-4615.
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Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved or
passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.
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Price to Underwriting Proceeds We
Public Discounts Will Receive
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Per Share................ See Above See Above -0-
Total.................... See Above See Above -0-
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The date of this Prospectus is ___________, 2000.
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TABLE OF CONTENTS
About This Prospectus......................................................
Where You Can Find More Information........................................
Incorporation of Certain Documents by Reference............................
The Company................................................................
Risk Factors...............................................................
Use of Proceeds............................................................
Selling Stockholders and Certain Relationships.............................
Plan of Distribution ......................................................
Legal Opinion..............................................................
Experts....................................................................
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC"). It provides you with a general
description of the securities offered. You should read this prospectus together
with additional information described under the heading "Where You Can Find More
Information" and "Incorporation of Certain Documents by Reference."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements and
other information we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our SEC filings are also
available to the public from commercial document retrieval services and over the
Internet at the SEC's Web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings we
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make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until the Selling Stockholders have sold all
the shares:
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o Annual Report on Form 10-KSB For the fiscal year ended December 31, 1999
o Quarterly Report on Form 10-QSB Quarter ended March 31, 2000
o Current Report on Form 8-K Date of event earliest reported: February 18, 2000
o Current Report on Form 8-K Date of event earliest reported: May 5, 2000
o Current Report on Form 8-K Date of event earliest reported: June 21, 2000
o Current Report on Form 8-K Date of event earliest reported: July 28, 2000
o Proxy Statement 2000 Annual Meeting of Stockholders
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Documents incorporated by reference are available from us without charge,
excluding all exhibits unless we have specifically incorporated an exhibit by
reference. You may obtain documents incorporated by reference in this prospectus
by requesting them in writing or by telephone from us at the following address
or telephone number:
Lone Wolf Energy, Inc.
5400 N.W. Grand, Suite 510
Oklahoma City, Oklahoma 73112
(405) 943-4615
You should rely only on the information contained or incorporated by
reference in this prospectus or the applicable prospectus supplement. We have
not authorized anyone else to provide you with different information. The
Selling Stockholders may only use this prospectus to sell securities if it is
accompanied by a prospectus supplement. The Selling Stockholders are only
offering these securities in states where the offer is permitted. You should not
assume that the information in this prospectus or the applicable prospectus
supplement is accurate as of any date other than the dates on the front of those
documents.
THE COMPANY
Our company, Lone Wolf Energy, Inc. (formerly called K&S Ventures, Inc.),
was incorporated under the laws of the State of Colorado on March 4, 1991. Our
executive offices are located at 5400 N.W. Grand, Suite 510, Oklahoma City,
Oklahoma 73112. Our phone number is 405-943-4615. Our telecommunications
business, which is currently our only material business segment, is operated
through an indirect, wholly-owned subsidiary, Zenex Long Distance, Inc. (d/b/a
Zenex Communications, Inc.), an Oklahoma corporation incorporated on January 27,
1994 ("Zenex"). "We," "our," and "us" in this prospectus refer to Lone Wolf
Energy, Inc. ("Lone Wolf") and all of Lone Wolf's direct and indirect
wholly-owned subsidiaries, including Zenex.
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Our telecommunications business segment consists primarily of the rendering
of Interactive Voice Response (IVR) services, including the wholesale sale of
long distance minutes to distributors of prepaid and postpaid calling cards,
automatic call direction, automated customer service, information lines,
automated telemarketing, and automated product ordering. For additional
information regarding our telecommunications business segment, please see our
Current Report on Form 8-K filed August 2, 2000.
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE FOLLOWING
RISK FACTORS SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE INVESTORS IN
EVALUATING OUR COMPANY AND ITS BUSINESS.
Two of Our Principal Subsidiaries Are Facing Short-Term Liquidity Shortages
Zenex' balance sheet at March 31, 2000 shows current liabilities to be
twice the amount of its current assets. Zenex' current liabilities are $820,000
more than its current assets. Of this shortfall in working capital, $410,000 is
being funded by making monthly payments on some old debts on an informal basis.
The balance is being funded by extended terms from Zenex' long-distance
carriers, which give 60-75 days from month end to pay carrier bills. If the
amounts due on the old debts were accelerated and/or if the carriers changed
their terms for billing, Zenex would face short-term liquidity shortages and be
forced to look for outside sources of financing, which may not be available to
it.
As described in the footnotes to the financial statements included in our
Current Report on Form 8-K filed August 2, 2000, our wholly-owned subsidiary,
Prestige Investments, Inc., an Oklahoma corporation ("Prestige Investments"),
incurred an earnout obligation when it originally acquired Zenex in February of
1999. Prestige Investments, which owns all of the capital stock of Zenex, has a
$317,000 payment due when cumulative collected revenues of Zenex reach an
aggregate of $10,000,000 following the date of purchase. The current collected
revenues are approximately $4,000,000. We believe collected revenues will reach
the $10,000,000 threshold in the next twelve months. Unless there is a
significant increase in profits, Prestige Investments will need to seek outside
financing or equity funding to make the $317,000 payment which will be due. We
believe that such funding will be available to Prestige Investments, but we can
give no assurances that it will. If such financing does not become available to
Prestige Investments, it will be in default under its earnout obligations.
Our IVR Contracts are Terminable at Will and We are Dependent on One Customer
Although we have several IVR clients, virtually all of our IVR services are
rendered pursuant to contracts that are terminable at the will of, or upon short
notice by, either party. One particular IVR client currently accounts for
approximately 80% of the Company's revenues. Loss of this client would have a
material adverse impact on our operations and revenues.
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Our Stock Price Has Been Volatile
Our common stock is traded on the Bulletin Board operated by the National
Association of Securities Dealers, Inc. The trading volume of the common stock
has been variable, but often low. As a result, relatively small trades may
significantly affect the market price of the common stock. The market price of
the shares of common stock has been highly volatile and may be significantly
affected by factors such as actual or anticipated fluctuations in our operating
results, announcements of potential acquisitions, changes in regulations,
activities of the largest domestic providers, industry consolidation and
mergers, conditions and trends in the market, adoption of new accounting
standards affecting the industry, changes in recommendations and estimates by
securities analysts, general market conditions and other factors. In addition,
the stock market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market prices for the shares of
emerging growth companies like ours. Many of these factors are beyond our
control.
We Are Dependent On Telecommunications Carriers And Other Suppliers
We rely on traditional telecommunications carriers to transmit our traffic
over local and long distance networks. These networks may experience disruptions
that are not easily remedied. In addition, we depend on certain suppliers of
hardware and software. If the suppliers fail to provide necessary services,
equipment or software in the quantities, at the quality levels, at the prices or
at the times we require, it will be difficult for us to provide services.
Dependence on ILECS and CLECS
We have our own dedicated lines connecting our switching facilities to
those of certain of the long distance carriers from which we currently buy long
distance minutes. With respect to those long distance carriers with which we do
not have our own connecting dedicated lines, we are dependent on incumbent local
exchange carriers ("ILECs") or competitive local exchange carriers ("CLECs") for
the provision of dedicated lines to connect our switching facilities to those of
our contracted long distance carriers. A denial by an ILEC or CLEC to provide a
dedicated line could have a material adverse effect on our ability to provide
services, unless we are able to install our own connecting dedicated lines or
contract with a different ILEC or CLEC for the provision of such lines.
Sources and Availability of Long Distance Minutes
For our operations, we purchase our long distance minutes from long
distance carriers. We connect directly with our contracted long distance
carriers and buy minutes of use on a monthly basis. In general, there are many
sources for these minutes. We currently buy minutes directly or indirectly
through Qwest, Telco, and MCI WorldCom and others. Like many of our competitors,
we are not "locked in" to a set price for long distance minutes and can
terminate any long distance carrier contract if the contracted carrier increases
its per-minute rate by more than five percent. If we were to experience a
material increase in the cost of minutes, we would likely attempt to pass the
cost along to our customers. Any such material increase would probably similarly
affect many of our competitors, thus reducing the odds that any of our customers
might switch service providers. However, there can be no assurance that our
customers would not switch to another service provider.
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We face certain risks when a significant customer requests that we promise
delivery of services on or before a specific date. One risk inherent in this
type arrangement is that there can be significant delays between the ordering of
new facilities to connect with the long distance carriers and the actual
connection. We may rely on outside vendors to make the proper connection of T-1
lines to meet the anticipated increase in demand. If we experience delays in the
vendor's promised connection date, we could experience more customer demand than
facilities to supply. In this situation, some of the attempted calls from all of
our customers would be blocked at our switch and callers would experience busy
signals. As a result, these customers might choose to discontinue using our
services and we could suffer long-term harm.
A similar risk arises whenever we contract with a new customer to fulfill
the customer's distribution requirements for long distance minutes and that
customer significantly underestimates the number of minutes it expects to sell.
In that event, if our equipment is not sufficient to handle the unexpected
volume, callers experiencing busy signals would likely complain to our customer
and we could suffer long-term harm.
Significant Capital Requirements
We believe that, with our current switching equipment, we could increase
our existing call traffic by 80% to 100% without incurring significant
additional capital expenditures. However, in order to grow beyond that point, we
will require significant capital expenditures. We believe that cash on hand,
cash flow from operations and borrowings will provide sufficient funds to enable
us to fund operations and expand our business as currently planned. However, the
actual amount and timing of our future capital requirements may differ
materially from our estimate depending on the demand for our services and as a
result of regulatory, technological and competitive developments (including new
market developments and new opportunities) in our industry. No assurances can be
given that we can raise the amount of capital needed.
We may also require additional capital in the future (or sooner than
currently anticipated) for new business activities related to our current and
planned businesses, or in the event we decide to make additional acquisitions or
enter into joint ventures and strategic alliances. Sources of additional capital
may include cash flow from operations and public and private equity and debt
financings, including vendor financing. There can be no assurance, however, that
we will be successful in producing sufficient cash flows or raising sufficient
debt or equity capital to meet our strategic objectives or that such funds, if
available at all, will be available on a timely basis and within the limitations
contained in our existing or future indebtedness or on terms that are acceptable
to us. Failure to generate or raise sufficient funds would require us to delay
or abandon some or all of our future expansion plans or expenditures, which
could limit our ability to meet our debt service obligations and could have a
material adverse effect on us.
Risks Associated With Acquisition; Ability to Manage Growth
We are subject to risks that acquired businesses, including Zenex, will not
perform as expected and that the returns from such acquisitions will not support
indebtedness incurred to effect such acquisitions or the capital expenditures
needed to develop and expand the systems acquired in the acquisitions. Expansion
of our operations may also place a significant strain on
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our management, financial and other resources, and in the case of acquisitions,
divert our resources and management time.
In addition, the integration of acquired systems with existing operations
may cause us to incur considerable expense in advance of anticipated revenues
and may cause substantial fluctuations in our operating results. This
integration will involve, among other things, integration of switching,
transmission, technical, sales, marketing, billing, accounting, quality control,
management, personnel, payroll, regulatory compliance and other systems and
operating hardware and software, some of which may be incompatible with the our
existing systems.
Other integration risks include the difficulty in assimilating the acquired
operations and personnel, the potential disruption of our ongoing business, the
possible inability of management to maintain uniform standards, controls,
procedures and policies and the potential impairment of relationships with
employees or customers as a result of changes in management. The expansion and
development of our business will depend on, among other things, our ability to
successfully implement our sales and marketing strategy, evaluate markets,
secure financing, obtain required government authorizations, implement
interconnection to, and collocation with, necessary facilities, obtain new
customers, and implement efficient operating support systems and other back
office systems, all in a timely manner, at reasonable cost, and on satisfactory
terms and conditions.
Our ability to continue to successfully manage our growth will require us
to enhance our operational, management, financial and information systems and
controls and to hire and retain qualified sales, marketing, administrative,
operating and technical personnel, all of which will result in higher operating
expenses. In addition, as we increase our service offerings and expand our
targeted markets, there will be additional demands on customer support, sales
and marketing, administrative resources and network infrastructure. Any failure
to expand these areas and to implement and improve the acquired and existing
systems, procedures and controls in an efficient manner at a pace consistent
with the growth of our business could have a material adverse effect on our
business, financial condition and results of operations.
There can be no assurance that we will be able to successfully integrate
the Zenex acquisition or any other businesses we may acquire, that any acquired
business will perform as expected or that any such acquired business will not
experience high employee or customer turnover rates after the acquisition. Our
inability to manage our growth effectively or implement our expansion and growth
strategy successfully could have a material adverse effect on our business,
results of operations and financial condition.
Dependence on Billing, Customer Service and Information Systems
Sophisticated information and processing systems are vital to our growth
and our ability to monitor costs, bill customers, provision customer orders and
achieve operating efficiencies. Billing and customer service and information
systems for us are provided by third party vendors. Our inability to obtain
these services from third parties or the failure of these third parties to
provide adequate services could have a material adverse effect on us.
As we expand our operations and integrate the operations of Zenex with
existing operations, the need for enhanced billing, customer service and
information systems will increase
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significantly. Failure of our vendors to deliver proposed products and services
in a timely and effective manner and at acceptable costs or our inability to
identify adequately all of our information and processing needs, or to upgrade
systems as necessary, could have a material adverse impact on our ability to
reach our objectives and on our financial condition and results of operations.
Competition
The telecommunications industry is highly competitive and we face intense
current and future competition with respect to our IVR service offerings. Many
of our current and potential competitors have financial, technical, personnel
and other resources, including brand name recognition, substantially greater
than ours. There has also been, and we believe there will continue to be,
significant merger and joint venture activity and the creation of strategic
alliances within the telecommunications industry that will result in competitors
with even greater financial resources and other competitive advantages. In
addition, rapidly evolving technology, and new applications of existing
technology, may also provide competitors in our markets with significant
competitive advantages over us. We cannot assure you that we will be able to
respond to such competitive pressures or that competition will not have a
material adverse effect on our business. Our competitors may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements. They may also be able to devote greater resources to the
development, promotion and sale of their products and services than we can.
We compete primarily on the basis of pricing, quality of service and
customer loyalty. Our ability to compete effectively will depend on our ability
to maintain high quality services at prices generally equal to or below those
charged by our competitors. If our competition lowers their prices or we are
otherwise forced to lower our prices, we will be adversely affected.
Rapid Technological Changes
The telecommunications industry is subject to rapid and significant changes
in technology. The effect of technological changes on our business, such as
changes relating to emerging transmission technologies and the use of the
Internet for traditional voice, data or broadband technology, cannot be
predicted, and there can be no assurance that technological developments will
not have a material adverse effect on us.
In addition, we may be required to select in advance one technology over
another, but it will be impossible to predict with any certainty, at the time we
are required to make our investment, which technology will prove to be the most
economic, efficient or capable of attracting customer usage. There can be no
assurance that we will be able to obtain access to new technology on a timely
basis or on satisfactory terms. Any failure by us to obtain new technology could
have a material adverse effect on us.
Dependence on Key Personnel
Our businesses are managed by a small number of management and operating
personnel, the loss of certain of whom could have a material adverse effect on
us. We believe that our ability to manage our planned growth successfully will
depend in large part on our continued ability to attract and retain highly
skilled and qualified operating, marketing, financial, sales
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and technical personnel. The competition for qualified personnel in the
telecommunications industry is intense and there can be no assurance that we
will be able to hire or retain necessary personnel.
Regulation
Overview. Our services are subject to federal, state and local regulation.
We hold various federal and state regulatory authorizations. The Federal
Communications Commission (FCC) exercises jurisdiction over telecommunications
common carrier services to the extent the carriers provide, originate and/or
terminate interstate or international communications. The FCC also establishes
rules and has other authority over certain issues related to local telephone
competition. State regulatory commissions retain jurisdiction over
telecommunications carriers to the extent they provide, originate or terminate
intrastate communications. Local governments may require us to obtain licenses,
permits or franchises in order to use the public rights of way or obtain zoning
approvals necessary to install and operate our networks.
Federal Regulation. We are categorized as a non-dominant carrier by the
FCC, and as a result we are subject to relatively limited regulation of our
interstate and international services. Tariffing and certain general policies
and rules apply, as well as certain reporting requirements, but our rates are
not subject to prior FCC approval. We have all the operating authority required
by the FCC to conduct long distance and international business at present.
Additionally, as a non-dominant carrier, we may install and operate additional
facilities for the transmission of domestic and international interstate
communications without additional FCC authorization, except to the extent that
radio licenses or international authorizations are required or that installation
of a facility raises certain environmental impact issues under the FCC's rules.
The FCC also imposes prior approval requirements on transfers of control and
assignments of radio and microwave licenses and authorizations for the provision
of international telecommunications services. The FCC has the authority
generally to condition, modify, cancel, terminate or revoke licenses and
operating authority for failure to comply with federal laws and/or the rules,
regulations and policies of the FCC. Fines or other penalties also may be
imposed for such violations. We cannot give you any assurance that the FCC or
third parties will not raise issues with regard to our compliance with
applicable laws and regulations.
State Regulation. We are also subject to various state laws and
regulations. Most public utility commissions require providers such us to obtain
authority from the commission prior to the initiation of intrastate service. We
have been certified to provide interexchange toll services in all states except
Alaska and Hawaii. Interexchange authority (sometimes referred to as intraLATA)
authority allows us to provide toll services within each of the states listed
above. In those states that require tariffs, we have tariffs setting forth the
terms, conditions and prices for services that are classified as intrastate. We
are also required to update or amend our tariffs when we adjust our rates or add
new products, and we are subject to various reporting and record-keeping
requirements. Many states also require prior approval for transfers of control
of certified carriers, corporate reorganizations, acquisitions of
telecommunications operations, assignment of carrier assets, carrier stock
offerings and the incurring by carriers of significant debt obligations.
Certificates of authority can generally be conditioned, modified, canceled,
terminated or revoked by state regulatory authorities for failure to comply with
state law and/or the rules, regulations and policies of state regulatory
authorities. Fines or other penalties also may be imposed for such violations.
We cannot assure you that state utilities commissions or
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third parties will not raise issues with regard to our compliance with
applicable laws or regulations.
Future Regulation. From time to time, federal or state legislators propose
legislation that could affect us, either beneficially or adversely. We cannot
assure you that federal or state legislation will not be enacted, or that
regulations will not be adopted or actions taken by the FCC or state regulatory
authorities, that might adversely affect our business.
Forward-Looking Statements
Forward-looking statements in this prospectus include "forward-looking
statements" within the meaning of Section 27a of the Securities Act of 1933, as
amended, and Section 21e of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical facts included in this prospectus
may constitute forward-looking statements. In addition, forward-looking
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe," or "continue" or the negative thereof or variations thereon or
similar terminology are intended to identify forward-looking statements.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from our are disclosed in this prospectus, including without
limitation in conjunction with the forward-looking statements included in this
prospectus under "Risk Factors".
USE OF PROCEEDS
All net proceeds from the sale of the common stock covered by this
prospectus will go to the Selling Stockholders. We will not receive any proceeds
from the sale of the common stock by the Selling Stockholders.
DESCRIPTION OF CAPITAL STOCK
Pursuant to our Certificate of Incorporation, we are authorized to issue
100,000,000 shares of common stock, $0.001 par value, and 20,000,000 shares of
preferred stock, $0.001 par value. Of the authorized common stock, 34,885,790
shares were issued and outstanding as of July 12, 2000. None of our preferred
stock is issued or outstanding . The following statements are brief summaries of
certain provisions relating to our capital stock.
Preferred Stock
No shares of preferred stock have been issued. Our Board of Directors may,
without further action by our stockholders, from time to time direct the
issuance of preferred stock in one or more series. The Board of Directors may
determine all rights, preferences, privileges, qualifications, limitations and
restrictions of the preferred stock (including, without limitation, voting
rights and the limitation and exclusion thereof) granted to or imposed upon any
unissued series of preferred stock. The Board of Directors may determine the
number of shares constituting any such series and the designation thereof, and
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series after the issue of shares of
that series then outstanding. If the number of shares of any series is so
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decreased, the shares constituting such reduction resume the status they had
prior to the adoption of the resolution originally fixing the number of shares
of such series. Satisfaction of any dividend preferences of outstanding
preferred stock would reduce the amount of funds available for the payment of
dividends on common stock. Also, holders of preferred stock would normally be
entitled to receive a preference payment in the event of our liquidation,
dissolution or winding-up before any payment is made to the holders of common
stock. In addition, under certain circumstances, the issuance of such preferred
stock may render more difficult or tend to discourage a merger, tender offer or
proxy contest, the assumption of control by a holder of a large block of our
securities or the removal of incumbent management. Our Board of Directors,
without stockholder approval, may issue preferred stock with voting and
conversion rights which could adversely affect holders of the common stock. We
have no present intent to issue preferred stock.
Common Stock
Each outstanding share of common stock is entitled to one vote on all
matters submitted to a vote of stockholders, including the election of
directors. The holders of common stock do not have cumulative voting rights.
Dividends may be paid to holders of common stock when and if declared by the
Board of Directors out of funds legally available therefor. Holders of common
stock have no conversion, redemption or preemptive rights. All outstanding
shares of common stock, including the shares offered hereby, are fully paid and
non-assessable. In the event of any liquidation, dissolution or winding-up of
our affairs, holders of common stock will be entitled to share ratably in our
assets remaining after provision of payment of creditors and after the
liquidation preference, if any, of preferred stock outstanding at the time.
Denial of Preemptive Rights
Unless otherwise approved by a resolution of our Board of Directors,
holders of our capital stock do not have the preemptive right to acquire
unissued shares or securities convertible into such shares or carrying a right
to subscribe to or acquire shares. This applies to both shares outstanding and
to newly issued shares.
-11-
<PAGE>
SELLING STOCKHOLDERS AND CERTAIN RELATIONSHIPS
All of the shares of common stock offered by this prospectus are being sold
by the Selling Stockholders listed below. From time to time, the Selling
Stockholders will determine the number of shares which they may sell. The
following table sets forth certain information with respect to the Selling
Stockholders:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Before Common Common Stock After
Owned Offering Stock Owned Offering (1)
Name Number % of Class (2) Offered Number % of Class (2)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Marc W. Newman 5,256,498(3) 14.6% 3,500,000 1,756,498 4.9%
------------------------------------------------------------------------------------------------------------------------------------
Douglas A. Newman 1,610,000 4.5% 500,000 1,110,000 3.1%
------------------------------------------------------------------------------------------------------------------------------------
Joyce Boyer and Tom Boyer
as JTWROS 1,092,000(4) 3.0% 600,000 492,000 1.4%
------------------------------------------------------------------------------------------------------------------------------------
Switchless Reseller
Services, Inc. 100,000 0.3% 100,000 -0- 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Ensynq, Inc. 2,250,000 6.3% 2,250,000 -0- 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Naylor Concrete
Construction Company, Inc. 7,400,000 20.6% 7,400,000 -0- 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Fireball Enterprises,
L.L.C 7,400,000 20.6% 7,400,000 -0- 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Debra G. Morehead 407,935 1.1% 407,935 -0- 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Brian D. Gustas 100,000 0.3% 100,000 -0- 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Joey Alfred 250,000 0.7% 250,000 -0- 0.0%
------------------------------------------------------------------------------------------------------------------------------------
FuturOmega, L.L.C 1,315,790 3.7% 1,315,790 -0- 0.0%
------------------------------------------------------------------------------------------------------------------------------------
Total 27,182,223 75.7% 23,823,725 3,358,498 9.4%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
----------
(1) The information set forth in these columns assumes the Selling Stockholders
will sell all of the shares being offered hereby.
(2) As of July 12, 2000, there were 35,885,790 shares of Lone Wolf common stock
issued and outstanding. All percentages in this table are as of that date.
(3) 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.
(4) Includes 425,700 shares held by Ms. Boyer and 66,300 shares held by Mr.
Boyer.
Marc W. Newman is our President and Chief Executive Officer and is one of
our directors. Douglas A. Newman is our Vice President, Treasurer and Chief
Financial Officer and is one of our directors. Each person has held their
respective positions since November 1998. Douglas Newman is the father of Marc
W. Newman. The shares Marc Newman and Douglas Newman are offering hereby are
shares issued to them by Lone Wolf in consideration for services rendered by
them in their respective positions during 1999.
Joyce Boyer is the mother of Marc W. Newman. Tom Boyer is the husband of
Joyce Boyer. The shares the Boyers are offering hereby are shares issued to them
by Lone Wolf in consideration for their personal guarantee of a loan by Lone
Wolf from a federally insured financial institution.
-12-
<PAGE>
The shares of common stock being offered hereby by Switchless Reseller
Services, Inc., an Oklahoma corporation ("SRS") are the shares SRS received
pursuant to Lone Wolf's acquisition of ChurchLink.Com, Inc., an Oklahoma
corporation formerly wholly-owned by SRS ("ChurchLink"). Pursuant to a Plan and
Agreement of Merger dated May 12, 2000 (the "ChurchLink Merger Agreement"), by
and among Lone Wolf; Lone Wolf Acquisition Sub I, Inc., an Oklahoma corporation
and a wholly-owned subsidiary of Lone Wolf ("Acquisition Sub"); SRS; and
ChurchLink, Lone Wolf acquired all of the issued and outstanding capital stock
of ChurchLink by the issuance to SRS of 100,000 shares of Lone Wolf common
stock, SRS's surrender to Lone Wolf of all of the outstanding capital stock of
ChurchLink, and the merger of ChurchLink with and into Acquisition Sub. All
100,000 shares issued to SRS were subject to registration rights granted to SRS
pursuant to the ChurchLink Merger Agreement.
The shares of common stock being offered hereby by Ensynq, Inc., an
Oklahoma corporation ("Ensynq") are the shares Ensynq received pursuant to a
Service Agreement with Lone Wolf dated as of February 16, 2000, whereby Ensynq
agreed to perform certain business development, marketing, management, and
strategic and tactical planning services for Lone Wolf and its affiliated
companies. Pursuant to the Ensynq Services Agreement, Ensynq was granted the
right to the issuance by Lone Wolf of 1,000,000 shares of Lone Wolf common stock
for services rendered by Ensynq in connection with Lone Wolf's acquisition of
Zenex. In addition, Ensynq was granted an option to purchase 1,250,000 shares of
Lone Wolf common stock at the exercise price of $0.02 per share, which shares
were issued by Lone Wolf to Ensynq on July 5, 2000 in consideration for the
payment of $25,000. All 2,250,000 shares issued to Ensynq were subject to
registration rights granted to Ensynq pursuant to the Service Agreement.
The 15,550,000 shares of common stock being offered hereby by Debra G.
Morehead; Brian Gustas; Joey Alfred; Naylor Concrete Construction Co., Inc., an
Oklahoma corporation wholly owned by Ricky A. Naylor; and Fireball Enterprises,
L.L.C., an Oklahoma limited liability company wholly owned by Rick Spradlin and
Tim Aduddell (collectively, the "Zenex Shareholders"), are the shares the Zenex
Shareholders received pursuant to Lone Wolf's acquisition of Prestige
Investments. On June 21, 2000, Lone Wolf completed the acquisition of Zenex
through a merger of Prestige Acquisition Corporation, which was a wholly-owned
subsidiary of Lone Wolf, with and into Prestige Investments. Prestige
Investments was the surviving corporation in the merger. The merger was pursuant
to an Agreement and Plan of Reorganization dated May 4, 2000, by and among Lone
Wolf, Prestige Acquisition Corporation, Prestige Investments, Zenex and the
Zenex Shareholders (the "Zenex Merger Agreement"). Pursuant to the Zenex Merger
Agreement, Lone Wolf issued 15,550,0000 shares of Lone Wolf common stock to the
Zenex Shareholders in return for their surrender to Lone Wolf of all of their
shares of common stock of Prestige Investments. Following the merger, Prestige
Investments became a wholly owned subsidiary of Lone Wolf, and Zenex became, and
is currently operated as, a wholly owned subsidiary of Prestige Investments. All
15,550,000 shares of Lone Wolf common stock issued to the Zenex Shareholders
were subject to registration rights granted to the Zenex Shareholders pursuant
to the Zenex Merger Agreement.
Pursuant to the Zenex Merger Agreement, the Bylaws of Lone Wolf were
amended by the directors of each such corporation to provide that number of
directors of Lone Wolf would be five and that the Zenex Shareholders would have
the right to name two of the persons nominated by management of Lone Wolf to
stand for election to the Board of Directors of Lone Wolf. The two persons to be
so named by the Zenex Shareholders have not been named or elected. Marc W.
Newman,
-13-
<PAGE>
Douglas A. Newman and Timothy P. Apgood, who are the present directors of Lone
Wolf, have the right to name the other three persons.
The 1,315,790 shares being offered hereby by FuturOmega, L.L.C., an
Oklahoma limited liability company ("FuturOmega") are the shares issued to
FuturOmega on July 12, 2000. The shares were issued pursuant to FuturOmega's
conversion of a $250,000 convertible debenture issued by Lone Wolf to FuturOmega
in May 2000. Pursuant to the terms of the debenture, the conversion price was
$0.19 per share, which was the closing price of Lone Wolf common stock in the
day preceding the conversion date. All 1,315,790 shares issued to FuturOmega
were subject to registration rights granted by Lone Wolf to induce FuturOmega to
exercise its voluntary conversion rights under the debenture.
For all of the Selling Stockholders, we have agreed to pay the cost of the
registration of their shares and the preparation of this prospectus and
registration statement under which it is filed. The Selling Stockholders are
responsible for any underwriting discounts and commissions relating to shares of
common stock to be sold by the Selling Stockholders.
We are presently unaware of any plans of the Selling Stockholders to sell
or transfer their shares.
PLAN OF DISTRIBUTION
We are registering the common stock covered by this prospectus for the
Selling Stockholders. We will pay the costs, expenses and fees in connection
registering the common stock, but the Selling Stockholders will pay any
brokerage commissions, discounts or other expenses attributable to the sale of
common stock.
The Selling Stockholders may sell the common stock from time to time in one
or more types of transactions (which may include block transactions), on any
national securities exchange or quotation service on which the common stock is
listed or quoted, in the over-the-counter market, in negotiated transactions, or
a combination of such methods of sale, at market prices prevailing at the time
of sale, or at negotiated prices. Such transactions may or may not involve
brokers or dealers. The Selling Stockholders have advised the Company that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of our common stock, nor is
there an underwriter or coordinating broker acting in connection with the
proposed sale of shares by the Selling Stockholders.
The Selling Stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The Selling Stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting
-14-
<PAGE>
discounts or commissions under the Securities Act. We have agreed to indemnify
each Selling Stockholder against certain liabilities, including liabilities
arising under the Securities Act. Each Selling Stockholder has agreed to
indemnify us and each of our directors and officers based on any untrue
statement of a material fact furnished by the Selling Stockholder or based on
any omission of a material fact. The Selling Stockholders may agree to indemnify
any agent, dealer or broker-dealer that participates in transactions involving
sales of the shares against certain liabilities, including liabilities arising
under the Securities Act.
Because the Selling Stockholders may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act, the Selling
Stockholders will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the Selling Stockholders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market.
If the Selling Stockholders notify us that any material arrangement has
been entered into with a broker-dealer for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplement to this prospectus will be filed,
if required, pursuant to Rule 424(b) under the Act, disclosing (i) the name of
the Selling Stockholder and of the participating broker-dealer(s), (ii) the
number of shares involved, (iii) the price at which such shares were sold, (iv)
the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus and (vi) other facts material to the transaction.
In addition, if we are notified by the Selling Stockholder that a donee or
pledgee intends to sell more than 500 shares, a supplement to this prospectus
will be filed.
The Selling Stockholders may also offer shares by means of prospectuses
under other available registration statements or pursuant to exemption from the
registration requirements of the Securities Act, including sales which meet the
requirements of Rule 144 or Rule 145(d) under the Securities Act.
LEGAL OPINION
Doerner, Saunders, Daniel & Anderson, L.L.P. will render a legal opinion
relating to the validity of the shares of common stock registered hereby.
EXPERTS
The following financial statements of the Company and its subsidiaries
incorporated by reference in this prospectus have been incorporated in reliance
upon the reports of Henderson Sutton & Company, P.C., independent certified
public accountants, and upon the authority of that firm as experts in auditing
and accounting:
-15-
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Description of
Financial Statement Financial Statement Appears
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
The balance sheet of Lone Wolf Energy, Inc. as of December Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999 and 1998 and the related statements of December 31, 1999
operation changes in stockholders' equity and cash flows for
the years ended December 31, 1999 and 1998.
------------------------------------------------------------------------------------------------------------------------------------
The balance sheet of Zenex Long Distance, Inc. as of Current Report on Form 8-K filed August 2, 2000 (date of
December 31, 1998 and the related statement of operations, event earliest reported: July 28, 2000)
changes in stockholders' equity and cash flows for the year
ended December 31, 1998.
------------------------------------------------------------------------------------------------------------------------------------
The consolidated balance sheet of Prestige Investments, Current Report on Form 8-K filed August 2, 2000 (date of
Inc. as of December 31, 1999 and the related consoldiated event earliest reported: July 28, 2000)
statements of operations, changes in stockholders' equity
and changes in cash flows for the year ended December 31,
1999.
------------------------------------------------------------------------------------------------------------------------------------
The consolidated balance sheet of Prestige Investments Inc. Current Report on Form 8-K filed August 2, 2000 (date of
as of March 31, 2000 and the related consolidated statements event earliest reported: July 28, 2000)
of operations, changes in stockholders' equity and cash
flows for the three month ended March 31, 2000.
------------------------------------------------------------------------------------------------------------------------------------
The pro forma combined balance sheets of Lone Wolf Energy, Current Report on Form 8-K filed August 2, 2000 (date of
Inc. as of December 31, 1999 and March 31, 2000 and the pro event earliest reported: July 28, 2000)
forma consolidated statements of operations for the years
ended December 31, 1998 and 1999 and for the three months
end March 31, 2000 and 1999.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-16-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses to be paid by the
registrant in connection with the issuance and sale of the common stock being
registered.
Securities and Exchange Commission registration fee .............$ 927.70
Accounting fees and expenses .................................... _____*
Legal fees and expenses ......................................... _____*
Miscellaneous ................................................... _____*
Total ..................................................$ _____*
----------
* To be provided by amendment.
All other expenses in connection with the issuance and sale of the common stock
being registered will be borne by the Selling Stockholders.
Item 15. Indemnification of Directors and Officers
Our Amended and Restated Articles of Incorporation provide that to the
fullest extent permitted by the Colorado Business Corporation Act, subject to
any expansion (but not limitation) of such indemnification set forth in our
Bylaws or any shareholders' or directors' resolutions or any indemnification or
similar agreement. Our Bylaws closely follow the Colorado Business Corporation
Act and provide we will indemnify directors and officers to the fullest extent
authorized by the Colorado Business Corporation Act if (a) the director or
officer conducted himself in good faith; (b) he reasonably believed: (i) in the
case of conduct in his official capacity for us, that his conduct was in our
best interests; or (ii) that in all other cases, that his conduct was at least
not opposed to our best interests; and (c) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Under our Bylaws and the Colorado Business Corporation Act we may not indemnify
a director or officer either (a) in connection with a proceeding by or in our
right in which he was adjudged liable to us; or (b) in connection with any
proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him.
Item 16. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference. Documents designated by an asterisk (*) are incorporated by reference
pursuant to Rule 411 of the Securities Act of 1933, as amended.
-17-
<PAGE>
Exhibit Description of Exhibit
5.1* Opinion of Doerner, Saunders, Daniel & Anderson, L.L.P.
23.1 Consent of Henderson Sutton & Company, P.C.
23.2 Consent of Doerner, Saunders, Daniel & Anderson, L.L.P.
(contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).
----------
* To be filed by amendment.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the 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.
-18-
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) 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 the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
[Remainder of Page Left Intentionally Blank]
-19-
<PAGE>
SIGNATURES
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on August 2, 2000.
LONE WOLF ENERGY, INC.
By: /s/ Marc W. Newman
-----------------------------------
Marc W. Newman
Chief Executive Officer
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Marc W. Newman and Douglas A. Newman, and each of
them, either of whom may act without the joinder of the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective amendments
and amendments thereto) to this registration statement, including any
registration statement filed pursuant to Rule 462 under the Securities Act of
1933, and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, or the substitute or substitutes of any or all of them, may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Marc W. Newman Chief Executive Officer and Director August 2, 2000
--------------------- (Principal Executive Officer)
Marc W. Newman
/s/ Douglas A. Newman Chief Financial Officer, Corporate Treasurer August 2, 2000
--------------------- and Director (Principal Financial Officer
Douglas A. Newman and Principal Accounting Officer)
/s/ Timothy P. Apgood Director August 2, 2000
---------------------
Timothy P. Apgood
</TABLE>
-20-
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit
5.1* Opinion of Doerner, Saunders, Daniel & Anderson, L.L.P.
23.1 Consent of Henderson Sutton & Company, P.C.
23.2 Consent of Doerner, Saunders, Daniel & Anderson, L.L.P.
(contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).
----------
* To be filed by amendment.
-21-
