KNIGHT NATURAL GAS INC, PRE 14A, 1996-10-10

KNIGHT NATURAL GAS INC
PRE 14A, 1996-10-10
BLANK CHECKS

Previous: ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCT VL II, 497, 1996-10-10

Next: CHICAGO MINIATURE LAMP INC, S-1/A, 1996-10-10

KNIGHT NATURAL GAS, INC.
Tower I, Suite 340, 12385 E. Arapahoe Road
Englewood, CO 80112

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 24, 1996

TO OUR SHAREHOLDERS:

Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Knight Natural Gas, Inc. (the "Company") will be held at Tower I,
Suite 340, 12385 E. Arapahoe Road, Englewood, CO 80112 on October 24, 1996, at
10:00 a.m., local time, for the purposes set forth in this Notice of Special
Meeting of Shareholders. A Proxy Card and a Proxy Statement for the Meeting are
enclosed.

The Meeting is for the purposes of considering and acting upon:

1. The election of three (3) directors to the Board of Directors of the
Company, to serve until their resignation or removal from office, or until their
respective successors are elected and qualified;

2. The ratification and approval of the action of the Company's Board of
Directors to effect the acquisition of certain defined assets and liabilities of
Sedcore Exploration Company Limited;

3. Approval of the change of the Company's name to Kalan Gold Corporation,
or some derivation thereof;

4. The ratification of Cordovano and Company, CPA as the Company's auditors
for the fiscal year ended December 31, 1996; and

5. Consideration of any matters which may properly come before the Meeting,
or any adjournment thereof. At this time, the Board of Directors is not aware of
any other business to come before the Meeting.

Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above or on any date or dates to which the Meeting
may be adjourned. Only shareholders of record as of the close of business on
September 27, 1996 are entitled to notice of and to vote at the Meeting. The
stock transfer books of the Company will remain open. There is printed on the
following pages a Proxy Statement to which your attention is invited. Please
read it carefully.

<PAGE>

You are requested to fill in and sign the enclosed form of Proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The Proxy will not be used if you attend and vote at the Meeting in
person.

By Order of the Board of Directors

James H. Baum, President
Englewood, Colorado
October 10, 1996

YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN
IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENCLOSED POSTAGE PREPAID, ADDRESSED ENVELOPE. IF
YOU ATTEND THIS MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY. ANY
PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO
THE EXERCISE THEREOF.

<PAGE>

KNIGHT NATURAL GAS, INC.
Tower I, Suite 340, 12385 E. Arapahoe Road
Englewood, CO 80112

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 24, 1996

INTRODUCTORY STATEMENT

This Proxy Statement and accompanying Proxy are furnished in connection
with a solicitation of Proxies by the Board of Knight Natural Gas, Inc.. (the
"Company") for use at the Special Meeting of Shareholders of the Company, to be
held at Tower I, Suite 340, 12385 E. Arapahoe Road, Englewood, CO 80112 on
October 24, 1996, at 10:00 a.m., local time, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders.

Shareholders of record at the close of business on September 27, 1996
will be entitled to receive notice of and to vote at the meeting. Each share of
common stock is entitled to one vote for each matter submitted to a vote at the
meeting. Shares represented by executed and unrevoked Proxies will be voted in
accordance with the specifications made thereon. If the enclosed form of Proxy
is executed and returned, it nevertheless may be revoked by giving another Proxy
or by letter or telegram directed to the Company. Any such revocation must show
the shareholder's name and must be received prior to the commencement of the
meeting in order to be effective. Additionally, any shareholder attending the
meeting in person, who wishes to do so, may vote by ballot at the meeting,
thereby canceling any Proxy previously given. Where no instructions are
indicated, Proxies will be voted "FOR" the nominees for directors indicated
below and "FOR" the proposals to be considered at the Special Meeting or any
adjournment thereof. Proxy materials will be mailed to shareholders of record on
or about October 10, 1996.

VOTING SECURITIES, PRINCIPAL HOLDERS AND SECURITY
OWNERSHIP OF MANAGEMENT

The approval of each of the proposals set forth in this Proxy Statement
requires the affirmative vote of a majority of the shares actually voted on such
proposal, except that the amendment to the Company's Articles of Incorporation
requires the affirmative vote of a majority of shares entitled to be voted at
the Meeting.

All voting rights are vested exclusively in the holders of the
Company's $0.00001 per share par value common stock, with each share entitled to
one vote. Only shareholders of record at the close of business on September 27,
1996 are entitled to notice of and to vote at the meeting

<PAGE>

and any adjournment thereof. As of October 1, 1996, the Company had 15,552,500
shares of common stock outstanding.

The following sets forth the number of shares of the Registrant's
$.0001 par value common stock beneficially owned by (i) each person who, as of
October 1, 1996, was known by the Company to own beneficially more than five
percent (5%) of its common stock, (ii) the individual Directors of the
Registrant, and (iii) the Officers and Directors of the Registrant as a group.

Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership(1)(2) Class

James H. Baum .................... 260,000(3) 1.67%
Tower I, Suite 340
12385 E. Arapahoe Road
Englewood, CO 80112

John Barksdale ................... -0-(3) -0-
Tower I, Suite 340
12385 E. Arapahoe Road
Englewood, CO 80112

Robert J. Goldman ................ -0-(3) -0-
Tower I, Suite 340
12385 E. Arapahoe Road
Englewood, CO 80112

Sedcore Exploration .............. 13,500,000 86.8%
Company Limited
Suite 100
12385 E. Arapahoe Road,
Englewood, CO 80112

Gregory W. Skufca ................ 1,500,000 9.64%
5650 Greenwood Plaza Blvd
Suite 216. Englewood. CO 80111

All Officers and Directors as a Group 260,000(3) 1.67%
(three persons)

(1) All ownership is beneficial and on record, unless indicated otherwise.

(2) Beneficial owners listed above have sole voting and investment power
with respect to the shares shown, unless otherwise indicated.

<PAGE>

(3) The directors of the Company have received stock options, all of which
expire on January 1, 1999. The options are all at $0.02 per share. Mr. Baum
has an option for 125,000 common shares. Messrs Barksdale and Goldman each
have options for 75,000 common shares. None of the options have been
exercised as of the date of this Proxy Statement.

INFORMATION REGARDING THE COMPANY AND INCORPORATION BY REFERENCE

This proxy statement is accompanied by a copy of its latest Annual Report
and Form 10-QSB as of June 30, 1996. The Company hereby incorporates by
reference its latest annual report on Form 10-KSB and all other reports since
the end of the Company's fiscal year filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended.

ACTION TO BE TAKEN UNDER THE PROXY

Proxies in the accompanying form that are properly executed and returned
will be voted at the Special Meeting in accordance with the instructions
thereon. Any proxy upon which no instructions have been indicated with respect
to a specific matter will be voted as follows with respect to such matter: (a)
"FOR" the election of the three (3) persons named in this Proxy Statement as
Management's nominees for election to the Board of Directors; (b) "FOR" the
approval and ratification of the acquisition of the defined assets and
liabilities of Sedcore Exploration Company, Limited; (c) "FOR" amendment to the
Company's Articles of Incorporation to change the name of the Company to "Kalan
Gold Corporation.", or some derivation thereof; (d) "FOR" the ratification of
Cordovano and Company, CPA, as the Company's independent public accountants; and
(e) "FOR" the transaction of any other business to come before the Meeting, in
the discretion of the holders of such Proxies.

Management knows of no other matters, other than those stated above, to be
presented for consideration at the Meeting. If, however, any other matters
properly come before the Meeting, the persons named in the enclosed proxy intend
to vote such proxy in accordance with their judgement on such matters. The
persons named in the enclosed proxy may also, if they deem it advisable, vote
such proxy to adjourn the Meeting from time to time.

ELECTION OF DIRECTORS

It is proposed that three (3) of Directors be elected to the Board of
Directors of the Company, each such Director to hold office until the next
annual meeting of shareholders or until their successors are elected and
qualified. All of the nominees are current directors who were appointed to fill
vacancies created with the acquisition of the defined assets and liabilities of
Sedcore Exploration Company Limited. The nominees for the Board of Directors are
as follows:

James H. Baum. Mr. Baum has been the President and a Director of the Company
since August, 1996. From 1971 to the present, he has been the owner of his own
tax preparation and investment

<PAGE>

company. Prior to that time, he was involved in the aerospace industry in a
number of positions. Mr. Baum obtained is Bachelors degree in Physics, Chemistry
and Math from Middlebury College, his Masters in Physics from Wesleyan
University, and has done post graduate work at the University of Minnesota in
Physics and Physical Chemistry. He is a member of the American Physical Society
and Phi Beta Kappa. Mr. Baum will devote a minimum of forty hours per week to
the affairs of the Company.

John Barksdale. Mr. Barksdale has been a Vice President and a Director of the
Company since August, 1996. From 1989 to the present, he has been a trustee of a
private family trust. He was involved in the oil and gas business from 1980
until 1989 in various private companies as an officer and director. He attended
Frank Phillips Jr. College and North Texas State College. Mr. Barksdale will
devote a minimum of forty hours per week to the affairs of the Company.

Robert J. Goldman. Mr. Goldman has been the Secretary-Treasurer and a Director
of the Company since August, 1996. From 1972 to the present, he has been
associated with Coroni Mineral Group of Denver, Colorado, where he currently
serves as a Vice President. He has a Bachelor's degree in Business
Administration from the University of Denver. Mr. Goldman will devote a minimum
of forty hours per week to the affairs of the Company.

VOTING

Pursuant to the terms of the Company's Articles of Incorporation every
shareholder voting for the election of directors is entitled to one vote for
each share. A shareholder may vote each share once for one nominee to each of
the director positions being filled. A shareholder may not accumulate votes.

The Board of Directors intends to vote the Proxies solicited by it (other
than Proxies in which the vote is withheld as to one or more nominees) for the
three candidates standing for election as directors nominated by the Board of
Directors. If any nominee is unable to serve, the shares represented by all
valid Proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time the Board of Directors knows of no reason
why any nominee might be unavailable to serve.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Company has no committees of the Board of Directors. No incumbent
director of the Company attended fewer then seventy-five percent (75%) of total
meetings of the Board of Directors since taking office. The Board of Directors
conducted no meetings during the fiscal year ended December 31, 1995.

The Directors and Executive Officers of the Company, their ages and present
positions held in the Company are as follows:

<PAGE>

NAME AGE POSITION HELD
James H. Baum 58 President

John Barksdale 54 Vice President

Robert J. Goldman 64 Secretary-Treasurer

The Company's Directors will serve in such capacity until the next annual
meeting of the Company's shareholders and until their successors have been
elected and qualified. The officers serve at the discretion of the Company's
Directors. There are no familial relationships among the Company's officers and
directors, nor are there any arrangements or understanding between any of the
directors or officers of the Company or any other person pursuant to which any
officer or director was or is to be selected as an officer or director.

Compliance with Section 16(a) of the Securities Exchange Act of 1934.

Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires the Company's officers and directors and persons owning more than ten
percent of the Company's Common Stock to file initial reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Additionally, Item 405 of Regulation S-B under the 34 Act requires the Company
to identify in its Form 10-KSB and proxy statement those individuals for whom
one of the above referenced reports was not filed on a timely basis during the
most recent fiscal year or prior fiscal years. Given these requirements, the
Company has the following report to make under this section. None of the
Company's previous officers or directors made timely filings of the Forms 3. As
of the date hereof, all current officers and directors have filed Forms 3 and
are otherwise current in their filings.

EXECUTIVE ENUMERATION

None of the Company's previous officers and/or directors received any
compensation for their respective services rendered to the Company. They all had
agreed to act without compensation until authorized by the Board of Directors,
which did occur prior to the acquisition of the defined assets and liabilities
of Sedcore Exploration Company, Limited. The current officers and directors have
not yet received any compensation but are expected to implement a compensation
plan. However, the terms of such plan have not been finalized. Any compensation
will be dependent upon a combination of factors, including the percentage of
time a person devotes to the business of the Company, experience of the
individual, and ability of the Company to pay.

The Company has no retirement, pension, profit sharing, stock option,
insurance or other similar programs.

<PAGE>

RATIFICATION AND APPROVAL OF ACQUISITION

Summary of the Acquisition

The following is a brief summary of certain information concerning the
Acquisition. The summary is not intended to be complete, and shareholders who
may have further questions are urged to ask the management of the Company.

The Parties.

Knight Natural Gas, Inc., a Colorado corporation (the Company), and Sedcore
Exploration Company Limited (Sedcore)., a Ghanian corporation are the parties to
the transaction. Sedcore's principal offices are located at Tower 1, Suite 340,
12385 East Arapahoe Road, Englewood, Co. 80112. The telephone number is
(303)799-0693.

The Terms.

This transaction is an acquisition of certain defined assets and
liabilities of Sedcore Exploration Company Limited ("Sedcore") dated August 26,
1996, in exchange for 5,000,000 common shares of the Company, and an acquisition
dated August 27, 1996 for certain additional defined assets of Sedcore in
exchange for 8,500,000 common shares of the Company. The transactions have given
the Company effective control of defined assets of Sedcore, and the current
control shareholders of Sedcore now control both companies. A copy of the
Purchase Agreements are attached to this Proxy Statement. These transactions
closed on August 26 and 27, respectively. The Company's name is proposed to be
changed to "KALAN GOLD CORPORATION" or some derivation thereof.

The Company has decided to engage in the transactions with Sedcore to
develop an asset base and increase the value of the Company's shares as a result
of acquiring a defined business venture. None of the rights of any securities
holders will be affected by these transactions. The securities of the Company
issued in these transactions are common shares, which will have the same rights
and privileges as all other common shares but will be restricted securities
under the Securities Act of 1933, as amended. In regard to these transactions,
the Company wishes to obtain the ratification and approval of the shareholders.
Representatives of the Company's accounting firm for the most recent fiscal year
are expected to be present at the shareholders' meeting, will have the
opportunity to make a statement if they so desire, and are expected to be
available to respond to appropriate questions.

As far as the Company's common share are concerned, there was no published
value for either the high or low bid prices as of the date preceding public
announcement of the transactions.

<PAGE>

Sedcore Assets and Liabilities

Sedcore originally entered into a two year agreement with Ahanta Mining Co.
Limited ("Ahanta"), a Ghanian corporation, to undertake exploration for gold in
the Butre River area in the Western Region of Ghana. Ahanta assigned its
exclusive mineral rights under Mining Concession No. 111 to Sedcore for the
period of the agreement. Sedcore, in turn, has assigned its rights under this
agreement with Ahanta to the Company. The Company has succeeded to all of
Sedcore's rights and responsibilities, including the requirement to make
scheduled payments to Ahanta of a total of $39,000 through March, 1998.

Further, Sedcore assigned to the Company its two and one-half year
agreement with Esikaman Mining Company Limited ("Esikaman") to conduct a
reconnaissance for gold in a licensed area located in the Wassa Amanfi district
of Ghana. The Company has succeeded to all of Sedcore's rights and
responsibilities, including the requirement to make scheduled payments to
Esikaman of a total of $90,000 through November, 1998.

In both situations, the Company will be required to pay all costs of an
exploration program in the licensed areas. There is no assurance that the
exploration programs will be successful.

Further, as of August 27, 1996, the Company acquired four concessions in
Burkina Faso, denominated as the Saouga, Diebougou, Pissila, and Dekaya gold
properties, in exchange for 8,500,000 common shares. The Company has succeeded
to all of Sedcore's rights and responsibilities, including the requirement to
make scheduled payments.

Sedcore has not been subject to any bankruptcy, receivership or similar
proceeding.

Narrative Description of the Business

Sedcore is presently in the development stage and has not engaged in any
operations. The Company has succeeded to Sedcore's interests in these gold
concessions and plans to undertake to prove the commercial feasibility of the
concessions. Once these concessions have been proven to be economically
feasible, the Company plans to undertake commercial development, either itself
or with a joint venture partner, or the Company may sell its interests in these
concessions to third parties..

It is the plan of the Company's management that the Company will focus in
the gold mining business, initially solely with respect to the assigned
concessions. The Company's management plans to develop operations through the
use of additional capital which the Company would plan to seek through a public
or private offering, through debt financing, or through internally generated
profits., although at this point, no definitive plans have been made regarding
such financing.

<PAGE>

In addition, the combined Company would seek, investigate and, if such
investigation warrants, acquire controlling interest in business opportunities
presented to it by persons or firms who are the gold business and wish to seek
the advantages of being acquired by the Company. The Company would restrict any
acquisitions to the gold business but would not restrict the geographical
location of such business. The Company would be the surviving entity in each
case.

The Company may seek a merger candidate in the form of firms which are
developing companies in need of expansion, are seeking to develop new
concessions or are established, mature businesses.

In seeking business opportunities, the management decision of the Company
will be based upon the objective of seeking long-term appreciation in the value
of the Company. Current income will be a significant factor in such decisions,
although long-term appreciation of the operations will be the prime
consideration..

The first priority of the combined Company during the coming fiscal year
will be to develop its assigned concessions and to identify viable, additional
concessions which it may acquire. However, such additional concessions have not
been finally determined at this time.

Markets

The combined Company's marketing plan is focused on developing its existing
assigned concessions. This plan will be the primary focus for the Company during
the coming fiscal year.

Raw Materials

The Company will use the gold which it mines as raw material for sales. The
availability of the gold for sale in commercial quantities is to be established
by the Company in the future. There can be no guarantee that sufficient gold
will be found in commercial quantities to permit the Company to be profitable.
Therefore, raw materials are an important factor in the Company's operations.
The availability and cost of producing gold will be a significant factor in
determining the profitability of the Company's operations. At the present time,
the Company does not know whether it can mine gold in sufficient and commercial
quantities.

Customers and Competition

The principal customers of the Company will be the consumers of the
Company's gold products in the markets in which the Company sells its products.
There are a number of companies which sell similar competing products as those
the Company plans to sell.

To the extent that the Company is unable to sell its gold products at a
commercially viable price, the Company could have difficulty in either achieving
its goals and objectives, or of ever

<PAGE>

becoming profitable. Nevertheless, the number of competitors could be
substantial, and there can be no guarantee that the Company will ever be
profitable.

Backlog

At June 30, 1996, neither Sedcore nor the Company had no backlogs.

Employees

At as of the date hereof, the Company has three full-time employees, of
whom all are in management. The Company's employees are not represented by any
union or collective bargaining group, and there is no history of any labor
problems, or disputes. The Company has the human resources at present to fulfill
its current business plan but expects to hire additional employees in the future
for expansion of its operations in the ordinary course of business..

Proprietary Information

Sedcore uses no material proprietary information in connection with its
operations.

Government Regulation

The proposed gold mining operations will be subject to regulation under
Ghanian law regarding a number of factors, including environmental. Such
regulation could be considered to be burdensome on the Company and could have a
material effect on the Company's ability to make a profit. The complete nature
and extent of government regulation cannot be determined at this point.

Research and Development

The Company has spent no material amounts as of the period ended June 30,
1996 in research and development.

Environmental Compliance

The Company expects to be subject to material costs for compliance with
environmental laws in any jurisdiction in which it proposes to operate. At the
present time, the Company cannot assess the potential impact of any such
potential environmental regulation.

Financial Statements

Enclosed are the audited financial statements of Sedcore for the period
from inception (April 4, 1996) through June 30, 1996.

<PAGE>

Knight Natural Gas, Inc.
(A Development Stage Company)
Balance Sheet

Unaudited Audited
June December
30, 1996 31, 1995
-------- --------
ASSETS - Cash ............................... 369 647
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES - Accounts Payable Trade ........ 1650 0
-------- --------
SHAREHOLDERS' EQUITY
Common Stock, $.00001 Par Value
Authorized 100,000,000 Shares;
Issued And Outstanding 2,052,500 Shares ..... 21 21

Capital Paid In Excess Of
Par Value Of Common Stock ................... 426,026 422,649

Preferred Stock, $.10 Par Value, Non Voting
Authorized 1,000,000 Shares;
Issued And Outstanding -0- Shares ........... 0 0

Retained Deficit Prior To January 1, 1993 ... (417,421) (417,421)

Deficit Accumulated During
The Development Stage ....................... (9,907) (4,602)
-------- --------
TOTAL SHAREHOLDERS' EQUITY .................. (1,281) 647
-------- --------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY ........................ $ 369 $ 647
======== ========

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-2-

<PAGE>

Knight Natural Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations

Three Months Three Months
June June
30, 1996 30, 1995
--------- ---------
Revenue ........................................ 0 0
--------- ---------
Expenses:
Office .......................................... 40 23
Licenses & Fees ................................ 210 0
Professional ................................... 5,027 0
--------- ---------
Total ........................................... 5,277 23
--------- ---------
Net (Loss) ...................................... (5277) (23)
========= =========
Net (Loss) Per
Common Share.................................... (0) (0)
========= =========
Common Shares Outstanding........................ 2,052,500 2,052,500
========= =========
The Accompanying Notes Are An Integral Part Of These Financial Statements.

-3-

<PAGE>

Knight Natural Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations

January
1, 1993
(Inception)
Six Months Six Months Through
June June June
30, 1996 30, 1995 30, 1996
--------- --------- ---------
Revenue ................. $ 0 $ 0 $ 0
--------- --------- ---------
Expenses:
Office .................. 68 45 460
Licenses & Fess ......... 210 0 210
Professional ............ 5,027 3,700 9,237
--------- --------- ---------
Total ................... 5,305 3,745 9,907

Net (Loss) .............. (5,305) (3,745) (9,907)
========= ========= =========
Net (Loss) Per
Common Share ........... (0) (0) (0)
========= ========= =========
Common Shares Outstanding 2,052,500 2,052,500 2,052,500
========= ========= =========

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-4-

<PAGE>

Knight Natural Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flows

January
1, 1993
Six Six (Inception)
Months Months Through
June June June
30, 1996 30, 1995 30, 1996
----- ----- -----
Net (Loss) Accumulated
During The Development
Stage .............................. (5,305) (3,745) (9,907)
Stock Issued Not For Cash ........... 0 0 15
Increase In Accounts Payable ........ 1,650 0 1,650
----- ----- -----

Cash Flows From Operations .......... (3,655) (3,745) (8,242)
----- ----- -----
Cash Flows From Financing Activities:

Issuance Of Common Stock ............ 0 0 0
Contribution Of Capital ............. 3,377 3,700 7,077
----- ----- -----
Cash Flows From Financing ........... 3,377 3,700 7,077
----- ----- -----
Cash Flows From Investing Activities:

0 0 0
----- ----- -----
Cash Flows From Investing ........... 0 0 0
----- ----- -----
Net Increase In Cash ................ (278) (45) (1,165)
Cash At Beginning Of Period ......... 647 924 1,534
----- ----- -----
Cash At End Of Period ............... $ 369 $ 879 $ 369
===== ===== =====

Summary Of Non-Cash Investing And Financing Activities:
1,500,000 Shares Issued For Service @ $.00001 Per Share $ 15
=====

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-5-

<PAGE>

<TABLE>

Knight Natural Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity

Deficit
Capital Accumulated
Number Of Paid In Number Of During The
Common Common Excess Of Preferred Preferred Retained Development
Notes Shares Stock Par Value Shares Stock Deficit Stage Total
----- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Balance At January 1, 1993 ... 552,500 6 418,949 0 0 (417,421) 0 1,534

Net (Loss) December 31, 1993 . (336) (336)
--------- --------- --------- --------- --------- --------- --------- ---------
Balance At December 31, 1993 . 552,500 6 418,949 0 0 (417,421) (336) 1,198

Issuance Of Common Stock: .... 1,2
November 1, 1994 - Services @
$.00001 per Share ........... 1,500,000 15 0 15

Net (Loss) December 31, 1994 . (289) (289)
--------- --------- --------- --------- --------- --------- --------- ---------
Balance At December 31, 1994 . 2,052,500 21 418,949 0 0 (417,421) (625) 924

Capital Contribution ......... 3,700 3,700

Net (Loss) @ December 31, 1995 (3,977) (3,977)
--------- --------- --------- --------- --------- --------- --------- ---------
Balance At December 31, 1995 . 2,052,500 21 422,649 0 0 (417,421) (4,602) 647

Capital Contribution ......... 3,377 3,377

Net (Loss) @ June 30, 1996 ... (5,305) (5,305)
--------- --------- --------- --------- --------- --------- --------- ---------
Balance At June 30, 1996 ..... 2,052,500 21 426,026 0 0 (417,421) (9,907) (1,281)
--------- --------- --------- --------- --------- --------- --------- ---------
</TABLE>

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-6-

<PAGE>

KNIGHT NATURAL GAS, INC..
Footnotes
June 30 1996

NOTE 1

In the opinion of management, all adjustments, consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the six month period ended June 30 1996 and 1995 and for the
periods from inception at January 1 1993 to June 30 1996 (b) financial position
at June 30 1996 and December 31 1995 and the cash flows for the six months ended
June 30 1996 and 1995 and for the period from inception, January 1, 1993
(inception) to June 30 1996 have been made.

NOTE 2

The results for the six month period ended June 30 1996 are not necessarily
indicative of the results for the entire fiscal year ended December 31 1996.

<PAGE>

Closing of the Transaction.

The initial transaction was closed on August 26, 1996, and the second
transaction was closed on August 27, 1996, both with the approval of the Boards
of Directors of both the Company and Sedcore. The Board of the Company has
submitted these transactions to the shareholders of the Company for ratification
and approval and the change of the name of the Company. The management
designated by Sedcore has taken over the Company immediately as of August 26,
1996.

Votes Required.

The Board of Directors of the Company is proposing that the shareholders of
the Company ratify and approve the transactions which closed on August 26 and
27, 1996. This vote must be approved by the affirmative vote of the record
holders of a majority of the outstanding shares of the Company's Common Stock.
All shareholders of record as of September 27, 1996, which does include the new
shareholders from the acquisition, will be authorized to vote. The transactions
have been approved by the holders of all of the outstanding capital shares of
Sedcore.

Board of Director Recommendations.

The Board of Directors of the Company has unanimously approved the
transactions and believes they are in the best interests of the Company's
shareholders and unanimously recommends that the shareholders vote to ratify and
approve the proposal.

CHANGE OF THE NAME OF THE COMPANY

The Company seeks to change its name to Kalan Gold Corporation, or some
similar derivation thereof. The Company seeks the name change to better
emphasize its future business focus. As previously structured, the Company was
not involved in any activities, but was searching for an acquisition candidate.
The Company believes that its principal revenue and profit growth for the
foreseeable future will be in the assets acquired from Sedcore and the future
operations to be generated by those assets. It is, therefore, the Company's
intention to emphasize this business focus by utilizing the name Kalan Gold
Corporation. This resolution requires the affirmative vote of a majority of the
issued and outstanding shares of the Company. The Board of Directors recommends
that shareholders vote FOR the resolution.

<PAGE>

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Company has appointed the Company's present independent public
accountants, Cordovano and Company, CPA, for the fiscal year ended December 31,
1996. This appointment will be submitted to the shareholders for ratification at
the Meeting.

The submission of the appointment of Cordovano and Company, CPA is not
required by law or the bylaws of the Company. The Board of Directors is
nevertheless submitting it to the shareholders to ascertain their views. If the
shareholders do not ratify the appointment, the selection of other independent
public accountants will be considered by the Board of Directors. To be adopted,
the resolution requires the affirmative vote of a majority of the shares voting
at the meeting. The Board of Directors recommends a vote FOR the resolution.

OTHER MATTERS

As of the date of this Proxy Statement, the Company's management has no
knowledge of any business, other than previously described herein, which should
be presented for consideration at the meeting. In the event that any other
business is presented at the meeting, it is intended that the persons named in
the enclosed Proxy will have authority to vote such Proxy in accordance with
their best judgment on such business.

SHAREHOLDER PROPOSALS

According to Rule 14a-8 under the Securities Exchange Act of 1934, a
shareholder may require that certain proposals suggested by shareholders be
voted on at a shareholders meeting. Information concerning such proposals must
be submitted to the Company for inclusion in its proxy statement. Such proposals
for inclusion in the Company's proxy materials relating to the next Annual
Meeting of the Company must be received by the Company not later than November
1, 1996.

ANNUAL REPORT TO SHAREHOLDERS

The Company's Annual Report to Shareholders, including financial
statements, has been mailed with these materials to all shareholders of record.
Any shareholder who has not received a copy of such Annual Report may obtain a
copy by writing to the Company. Such Annual Report is not to be treated as part
of the proxy solicitation material, nor as having been incorporated by
reference.

SOLICITATION OF PROXIES

The cost of solicitation will be borne by the Company. The Company will
reimburse brokerage firms and other custodians, nominees, and fiduciaries for
reasonable expenses incurred by them in sending proxy material to the beneficial
owners of common stock. In addition to

<PAGE>

solicitation by mail, directors, officers, and regular employees of the Company
may solicit Proxies personally or by telegraph or telephone, without additional
compensation.

NOTICE TO BANKS, BROKERS/DEALERS, VOTING TRUSTEES, AND THEIR NOMINEES

Please advise the Company, in care of its corporate address, whether any
other persons are the beneficial owners of the shares of common stock for which
Proxies are being solicited from you, and, if so, the number of copies of the
Proxy Statement, and other soliciting materials, you wish to receive in order to
supply copies to the beneficial owners of shares.

KNIGHT NATURAL GAS, INC.

By: James H. Baum
Chairman
Dated: October 10, 1996

<PAGE>

ATTACHMENT A

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT is entered into as of the 26th day of August,
1996, by and between KNIGHT NATURAL GAS, INC., a Colorado corporation,
(hereinafter "Acquiror"); and SEDCORE EXPLORATION COMPANY LIMITED, a Ghanian
corporation (hereinafter referred to as "SED").

RECITALS

SED has certain licenses as described in Exhibit A hereto (the "Licenses")
and various properties, rights and liabilities listed in Exhibit B hereto (the
"Rights"), which are incorporated by reference hereto.

The parties wish to reduce their understandings regarding the Licenses and
to the Rights to writing in this document and to be bound by the terms and
conditions thereof.

NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:

AGREEMENT

1. Acquisition. SED the owner of the Licenses and the holder of the Rights. It
is the intention of the parties hereto and by this Agreement that the
Acquiror acquire the Licenses and all of SED's interests in and to the
Rights in exchange for the sum of 5,000,000 in common shares of the
Acquiror's restricted Common Stock to be paid by Acquiror to SED and the
assumption of certain defined debt and liabilities of SED as set forth in
Exhibit C hereto.

2. Efforts to Vest Ownership. Acquiror and SED agree to use their best efforts
to permit Acquiror to acquire full and unencumbered title to the Licenses
and the Rights as of the Closing Date or thereafter, as may be necessary.

3. Acquisition of Rights. By this Agreement and as of the Closing Date, SED
hereby transfers, assigns and delivers all of its rights, title, and
interest, of whatever nature, in and to the Rights. This transfer,
assignment, and delivery includes all rights to receive distributions on
the Rights. The Acquiror may take immediate possession and utilize the
Rights as of the Closing Date.

4. Representations of SED. SED hereby represents and warrants that, with
respect to the Licenses and the Rights to be transferred, effective this
date and the Closing Date, the representations listed below are true and
correct, to the best of

<PAGE>

its knowledge, information and belief. Said representations are meant and
intended by all parties to apply to the Licenses and the Rights.

(a) SED is the sole owner of the Licenses and the Rights and has the
unqualified right to transfer and dispose of the Licenses and the Rights as
of the Closing Date.

(b) There are no liabilities, either fixed or contingent against the Licenses
or the Rights not reflected in Exhibit D hereto other than contracts or
obli gations in the ordinary and usual course of business; and no such
contracts or obligations in the usual course of business constitute liens
or other liabilities which, if disclosed, would alter substantially the
financial condition of the Licenses or the Rights, unless disclosed in
Exhibit D hereto.

(c) Prior to the Closing Date there will not be any negative material changes
in the Licenses or in the financial position of the Rights, except changes
arising in the ordinary course of business, which changes will in no event
adversely affect the financial position of said Licenses or Rights.

(d) To the best of SED's knowledge, information and belief, neither the
Licenses nor the Rights is involved in any pending litigation or
governmental investigation or proceeding not reflected in Exhibit D or
otherwise disclosed in writing to Acquiror and, to the best knowledge of
SED, no litigation, claims, assessments, or governmental investigation or
proceeding is otherwise threatened against the Licenses or the Rights.

(e) Except as disclosed on any Exhibit, SED has not breached any agreement to
which it is a party which relates to the Licenses or the Rights.

(f) The execution of this Acquisition Agreement will not violate or breach any
agreement, contract, or commitment to which SED is a party and has been
duly authorized by all appropriate and necessary action.

(g) At the date of this Agreement, SED has, and at the Closing Date hereof,
will have to the best of each's knowledge, disclosed all events, conditions
and facts materially affecting the business and prospects of Licenses and
the Rights. SED has not now and will not have, at the Closing Date,
withheld knowledge of any such events, conditions, and facts which each
knows, or has reasonable grounds to know, may materially affect, directly
or indirectly, the business and prospects of the Licenses or the Rights.

<PAGE>

5. Representations of Acquiror. Acquiror hereby represents and warrants as
follows:

(a) The officers of Acquiror are duly authorized to execute this Agreement and
have taken all actions required by law and agreements, charters, and
bylaws, to properly and legally execute this Agreement.

(b) As of the Closing Date and date hereof, Acquiror is duly organized, validly
existing and in good standing under the laws of the State of Colorado; it
has the corporate power to own the Licenses and the Rights and to carry on
its business as now being conducted and is duly qualified to do business in
any jurisdiction where so required.

6. Closing Date. The Closing Date herein referred to shall be upon such date as
the parties hereto may mutually agree upon but is expected to be August 26,
1996. This Agreement is executed by the parties and effective as of the date
hereof.

7. Conditions Precedent to the Obligations of SED. All obligations of SED under
this Agreement are subject to the fulfillment, prior to or as of the Closing
Date, of each of the following conditions:

(a) The representations and warranties by or on behalf of Acquiror contained in
this Agreement or in any certificate or document delivered to SED pursuant
to the provisions hereof shall be true in all material respects at and as
of the time of Closing as though such representations and warranties were
made at and as of such time.

(b) Acquiror shall have performed and complied with all covenants, agreements,
and conditions required by this Agreement to be performed or complied with
by it prior to or at the Closing on the Closing Date.

(c) The Directors of Acquiror shall have approved this transaction and such
other reasonable matters as requested by SED as pertaining to this trans
action. The Directors of Acquiror shall have resigned and shall designate
new Directors as proposed by SED.

(d) All instruments and documents delivered to SED pursuant to the provisions
hereof shall be reasonably satisfactory to SED.

8. Conditions Precedent to the Obligations of Acquiror. All obligations of the
Acquiror under this Agreement are subject to the fulfillment, prior to or at the
Closing on the Closing Date, of each of the following conditions:

<PAGE>

(a) The representations and warranties by SED contained in this Agreement or in
any certificate or document delivered to Acquiror pursuant to the
provisions hereof shall be true at and as of the time of Closing as though
such representations and warranties were made at and as of such time.

(b) SED shall have performed and complied with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by
it prior to or at the Closing.

(c) SED shall deliver to the Acquiror a letter commonly known as an "investment
letter" agreeing that the shares of Acquiror are being acquired for
investment purposes, and not with a view to resale.

9. Indemnification. Within the period provided in paragraph 10 herein and in
accordance with the terms of that paragraph, each party to this Agreement, shall
indemnify and hold harmless each other party at all times after the date of this
Agreement against and in respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting from any
misrepresentations, breach of covenant or warranty or non-fulfillment of any
agreement on the part of such party under this Agreement or from any
misrepresentation in or omission from any certificate furnished or to be
furnished to a party hereunder. Subject to the terms of this Agreement, the
defaulting party shall reimburse the other party or parties on demand, for any
reasonable payment made by said parties at any time after the Closing, in
respect of any liability or claim to which the foregoing indemnity relates, if
such payment is made after reasonable notice to the other party to defend or
satisfy the same and such party failed to defend or satisfy the same.

10. Nature and Survival of Representations. All representations, warranties and
covenants made by any party in this Agreement shall survive the Closing
hereunder and the consummation of the transactions contemplated hereby for two
years from the date hereof. All of the parties hereto are executing and carrying
out the provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement or at the
Closing of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty, agreement,
promise or information, written or oral, made by the other party or any other
person other than as specifically set forth herein.

11. Documents at Closing. Between the date hereof and the date of Closing, the
following transactions shall occur, all of such transactions being deemed to
occur simultaneously:

<PAGE>

(a) SED will deliver, or cause to be delivered, to Acquiror the following:

(1) such executed documents as required by this Agreement.

(2) certified copies of resolutions by SED's Board of Directors authorizing
this transaction;

(3) such other instruments, documents and certificates, if any, as are required
to be delivered pursuant to the provisions of this Agreement or which may
be reasonably requested in furtherance of the provisions of this Agreement;

(b) Acquiror will deliver or cause to be delivered to SED:

(1) the consideration as required under this Agreement.

(2) certified copies of resolutions by Acquiror's Board of Directors
authorizing this transaction;

(3) such other instruments and documents as are required to be delivered
pursuant to the provisions of this Agreement.

12. Miscellaneous.

(a) Further Assurances. At any time, and from time to time, after the effective
date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or
perfect title to the Licenses or any Rights transferred hereunder or
otherwise to carry out the intent and purposes of this Agreement.

(b) Waiver. Any failure on the part of any party hereto to comply with any of
its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.

(c) Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered in person or sent by
prepaid first class registered or certified mail, return receipt requested,
to the following:

KNIGHT NATURAL GAS, INC.
5650 Greenwood Plaza Blvd
Suite 216, Englewood, CO 80111

<PAGE>

SEDCORE EXPLORATION COMPANY LIMITED, INC.
Tower I, Suite 300
12385 E. Arapahoe Road,
Englewood, CO 80112

(d) Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.

(e) Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

(f) Governing Law. This Agreement was negotiated and is being contracted for in
the State of Colorado, and shall be governed by the laws of the State of
Colorado.

(g) Binding Effect and Assignment. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors and assigns. This Agreement
may be assigned by either party; provided, however, that the appropriate
permission has been given by those governmental entities whose permission
may be necessary to effect the performance of this Agreement.

(h) Time. Time is of the essence.

(i) Severability. If any part of this Agreement is deemed to be unenforceable
the balance of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

KNIGHT NATURAL GAS, INC.

By: /S/Gregory W. Skufca
--------------------
Gregory W. Skufca
Authorized Officer

SEDCORE EXPLORATION COMPANY LIMITED

By: /s/Sanford Altberger
--------------------
Sanford Altberger
Authorized Officer

<PAGE>

EXHIBIT A

LICENSE LIST

1. Assignment of Sedcore's rights to undertake gold exploration in the Butre
River area in the Western Region of Ghana under a license owned by Ahanta Mining
Company Limited.

2. Assignment of Sedcore's agreement with Esikaman Mining Company Limited to
conduct a reconnaissance in a licensed area located in the Wassa Amanfi district
of the Republic of Ghana.

<PAGE>

EXHIBIT B

PROPERTY AND RIGHTS TO BE TRANSFERRED PURSUANT TO THIS AGREEMENT:

<PAGE>

EXHIBIT C

LIST OF DEBT AND LIABILITIES TO BE ASSUMED
All Current Liabilities as Listed on the Balance Sheet of Sedcore
Exploration Company Limited as of June 30, 1996.

<PAGE>

EXHIBIT D

LIABILITIES AND CONTINGENCIES

None

<PAGE>

ATTACHMENT B

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT is entered into as of the 27th day of August,
1996, by and between KNIGHT NATURAL GAS, INC., a Colorado corporation,
(hereinafter "Acquiror"); and SEDCORE EXPLORATION COMPANY LIMITED, a Ghanian
corporation (hereinafter referred to as "SED").

RECITALS

SED has certain licenses as described in Exhibit A hereto (the "Licenses"),
which are incorporated by reference hereto.

The parties wish to reduce their understandings regarding the Licenses to
writing in this document and to be bound by the terms and conditions thereof.

NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:

AGREEMENT

1. Acquisition. SED the owner of the Licenses. It is the intention of the
parties hereto and by this Agreement that the Acquiror acquire the Licenses
in exchange for the sum of 8,500,000 in common shares of the Acquiror's
restricted Common Stock to be paid by Acquiror to SED.

2. Efforts to Vest Ownership. Acquiror and SED agree to use their best efforts
to permit Acquiror to acquire full and unencumbered title to the Licenses
as of the Closing Date or thereafter, as may be necessary.

3. Acquisition of Licenses. By this Agreement and as of the Closing Date, SED
hereby transfers, assigns and delivers all of its rights, title, and
interest, of whatever nature, in and to the Licenses. This transfer,
assignment, and delivery includes all rights to receive distributions on
the Licenses. The Acquiror may take immediate possession and utilize the
Licenses as of the Closing Date.

4. Representations of SED. SED hereby represents and warrants that, with
respect to the Licenses to be transferred, effective this date and the
Closing Date, the representations listed below are true and correct, to the
best of its knowledge, information and belief. Said representations are
meant and intended by all parties to apply to the Licenses.

<PAGE>

(a) SED is the sole owner of the Licenses and has the unqualified right to
transfer and dispose of the Licenses as of the Closing Date.

(b) There are no liabilities, either fixed or contingent against the Licenses
not reflected in Exhibit B hereto other than contracts or obligations in
the ordinary and usual course of business; and no such contracts or
obligations in the usual course of business constitute liens or other
liabilities which, if disclosed, would alter substantially the financial
condition of the Licenses, unless disclosed in Exhibit B hereto.

(c) Prior to the Closing Date there will not be any negative material changes
in the Licenses, except changes arising in the ordinary course of business,
which changes will in no event adversely affect the financial position of
said Licenses.

(d) To the best of SED's knowledge, information and belief, the Licenses are
not involved in any pending litigation or governmental investigation or
proceeding not reflected in Exhibit B or otherwise disclosed in writing to
Acquiror and, to the best knowledge of SED, no litigation, claims, assess
ments, or governmental investigation or proceeding is otherwise threatened
against the Licenses.

(e) Except as disclosed on any Exhibit, SED has not breached any agreement to
which it is a party which relates to the Licenses.

(g) At the date of this Agreement, SED has, and at the Closing Date hereof,
will have to the best of each's knowledge, disclosed all events, conditions
and facts materially affecting the business and prospects of Licenses. SED
has not now and will not have, at the Closing Date, withheld knowledge of
any such events, conditions, and facts which each knows, or has reasonable
grounds to know, may materially affect, directly or indirectly, the
business and prospects of the Licenses.

5. Representations of Acquiror. Acquiror hereby represents and warrants as
follows:

<PAGE>

(b) As of the Closing Date and date hereof, Acquiror is duly organized, validly
existing and in good standing under the laws of the State of Colorado; it
has the corporate power to own the Licenses and to carry on its business as
now being conducted and is duly qualified to do business in any
jurisdiction where so required.

6. Closing Date. The Closing Date herein referred to shall be upon such date as
the parties hereto may mutually agree upon but is expected to be August 27,
1996. This Agreement is executed by the parties and effective as of the date
hereof.

7. Conditions Precedent to the Obligations of SED. All obligations of SED under
this Agreement are subject to the fulfillment, prior to or as of the Closing
Date, of each of the following conditions:

(d) All instruments and documents delivered to SED pursuant to the provisions
hereof shall be reasonably satisfactory to SED.

<PAGE>

(b) SED shall have performed and complied with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by
it prior to or at the Closing.

(c) SED shall deliver to the Acquiror a letter commonly known as an "investment
letter" agreeing that the shares of Acquiror are being acquired for
investment purposes, and not with a view to resale.

11. Documents at Closing. Between the date hereof and the date of Closing, the
following transactions shall occur, all of such transactions being deemed to
occur simultaneously:

(a) SED will deliver, or cause to be delivered, to Acquiror the following:

(1) such executed documents as required by this Agreement.

<PAGE>

(2) certified copies of resolutions by SED's Board of Directors authorizing
this transaction;

(b) Acquiror will deliver or cause to be delivered to SED:

(1) the consideration as required under this Agreement.

(2) certified copies of resolutions by Acquiror's Board of Directors
authorizing this transaction;

(3) such other instruments and documents as are required to be delivered
pursuant to the provisions of this Agreement.

12. Miscellaneous.

(a) Further Assurances. At any time, and from time to time, after the effective
date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or
perfect title to the Licenses transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.

KNIGHT NATURAL GAS, INC.
5650 Greenwood Plaza Blvd
Suite 216, Englewood, CO 80111

SEDCORE EXPLORATION COMPANY LIMITED, INC.
Suite 100
12385 E. Arapahoe Road,
Englewood, CO 80112

<PAGE>

(d) Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.

(f) Governing Law. This Agreement was negotiated and is being contracted for in
the State of Colorado, and shall be governed by the laws of the State of
Colorado.

(h) Time. Time is of the essence.

(i) Severability. If any part of this Agreement is deemed to be unenforceable
the balance of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
KNIGHT NATURAL GAS, INC.

By: /s/James H. Baum
----------------
James H. Baum
Authorized Officer

SEDCORE EXPLORATION COMPANY LIMITED

By: /s/Sanford Altberger
--------------------
Sanford Altberger
Authorized Officer

<PAGE>

EXHIBIT A

LICENSE LIST

Four concessions in Burkina Faso, denominated as the Saouga, Diebougou, Pissila,
and Dekaya gold properties

<PAGE>

EXHIBIT B

LIABILITIES AND CONTINGENCIES

None

<ARTICLE> 5
<CIK> 0000940516
<NAME> Knight Natural Gas, Inc.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS

<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Apr-4-1996
<PERIOD-END> Jun-30-1996
<EXCHANGE-RATE> 1
<CASH> 31,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 31,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 149,008
<CURRENT-LIABILITIES> 39,091
<BONDS> 0
0
0
<COMMON> 50,000
<OTHER-SE> (768)
<TOTAL-LIABILITY-AND-EQUITY> 149,008
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 768
<INCOME-PRETAX> (768)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (768)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>