-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHiIjkn/WD4wdxgfXrQ8mpwn/ugN+4i/Xct4iCgRqedHhKzmHnr9hbydE81ELzTq hkZ8pzNhrTYP2cqDpOoCfQ== 0000928373-97-000016.txt : 19970912 0000928373-97-000016.hdr.sgml : 19970912 ACCESSION NUMBER: 0000928373-97-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970829 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONE WOLF ENERGY INC CENTRAL INDEX KEY: 0000928373 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841214336 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49978 FILM NUMBER: 97672358 BUSINESS ADDRESS: STREET 1: 8908 S YALE AVE STE 409 CITY: TULSA STATE: OK ZIP: 74137 BUSINESS PHONE: 3036907851 MAIL ADDRESS: STREET 1: 19921 EAST KENT DR CITY: AURORA STATE: CO ZIP: 80012 FORMER COMPANY: FORMER CONFORMED NAME: K&S VENTURES INC DATE OF NAME CHANGE: 19940812 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONE WOLF ENERGY INC CENTRAL INDEX KEY: 0000928373 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841214336 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8908 S YALE AVE STE 409 CITY: TULSA STATE: OK ZIP: 74137 BUSINESS PHONE: 3036907851 MAIL ADDRESS: STREET 1: 19921 EAST KENT DR CITY: AURORA STATE: CO ZIP: 80012 FORMER COMPANY: FORMER CONFORMED NAME: K&S VENTURES INC DATE OF NAME CHANGE: 19940812 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) K&S Ventures, Inc. (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) Not applicable (CUSIP Number) Rhonda R. Vincent 8908 South Yale Avenue, Suite 409 Tulsa, Oklahoma 74137 918-481-0167 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 30, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) (Continued on following pages) Page 1 1. NAMES OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Lone Wolf Exploration, Inc. I.R.S. Tax No. 73-14689832 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____________________________________ [ ] (b) _____________________________________ [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma 7. SOLE VOTING POWER 90,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY None EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 90,000 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.0% 14. TYPE OF REPORTING PERSON* CO (*) See Instructions Page 2 Item 1. Security and Issuer The title of the class of equity securities is Common Stock, and the name of the Issuer and the address of the Issuer's principal executive offices are as follows: K&S Ventures, Inc. 19921 East Kent Drive Aurora, Colorado 80013 Effective February 1, 1997, the Issuer's principal executive offices are as follows: 8908 South Yale Avenue, Suite 409 Tulsa, Oklahoma 74137 Item 2. Identity and Background This Schedule 13D/A2 is being filed by Lone Wolf Exploration, Inc. (the "Reporting Person"), pursuant to Rule 13d-(1)(a) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of its direct beneficial ownership of 90,000 shares of common stock, no par value per share ("Common Stock"), of K&S Ventures, Inc., a Colorado corporation (the "Company"). The principal business of the Reporting Person is the acquisition and development of oil and gas interests, and the state of its incorporation is Oklahoma. The address of the Reporting Person's principal business and its principal office are as follows: 8908 South Yale Avenue, Suite 409 Tulsa, Oklahoma 74137 During the last five years, the Reporting Person (i) has not been convicted in any criminal proceeding; and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Page 3 The following sets forth certain information required by Item 2(a)-(f) of Schedule 13D relating to each of the executive officers and directors of the Reporting Person. (a) Name: Gifford M. Mabie (b) Business Address: 8908 South Yale Avenue, Suite 409, Tulsa, Oklahoma 74137. (c) Principal Occupation: President and Chairman of the Board of Lone Wolf Exploration, Inc. (d) Criminal Proceedings: During the last five years, Mr. Mabie has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings: During the last five years, Mr. Mabie was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. (f) Citizenship: United States (a) Name: Rhonda R. Vincent (b) Business Address: 8908 South Yale Avenue, Suite 409, Tulsa, Oklahoma 74137. (c) Principal Occupation: Vice President and Secretary of Lone Wolf Exploration, Inc. (d) Criminal Proceedings: During the last five years, Ms. Vincent has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings: During the last five years, Ms. Vincent was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. (f) Citizenship: United States There are no individuals having control, as defined under the Rules and Regulations promulgated under the Exchange Act, over Reporting Person. Item 3. Source and Amount of Funds or Other Consideration The Reporting Person funded the acquisition of 90,000 shares of Company Common Stock through the payment of $100,000, all of which constituted working capital of the Reporting Person. Page 4 Item 4. Purpose of Transaction Effective as of January 30, 1997, the Reporting Person acquired 90,000 shares of Common Stock of the Company, constituting ninety percent (90%) of the issued and outstanding shares of Common Stock of the Company (the "Acquisition"), pursuant to the terms and provisions of that certain Subscription Agreement by and among the shareholders of the Company, the Company and the Reporting Person ("Agreement"). In connection with the Acquisition, the Reporting Person paid to the Company an aggregate cash amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00) in exchange for the issuance to the Reporting Person of 90,000 shares of Common Stock. In addition, the Reporting Person intends to declare and pay to each of the shareholders of the Reporting Person a stock dividend, whereby each of the shareholders of the Reporting Person would be entitled to and receive as a stock dividend shares of the Company owned by the Reporting Person equal to the number of shares of the Reporting Person owned by such shareholder. Prior to the closing of the Acquisition, the Company had no assets and liabilities, and the primary purpose in effecting the Acquisition was to permit the Reporting Person to become a publicly held company, subject to the applicable reporting requirements of the Exchange Act. Neither the Company nor the Reporting Person engaged investment bankers or other professionals to render a fairness opinion, and the terms of the transactions were negotiated on an arm's length basis between the officers and director of the Reporting Person and the prior majority shareholders of the Company. Prior to the Acquisition, none of the officers, directors or shareholders of the Reporting Person were affiliated with the officers, directors or shareholders of the Company. In connection with the Acquisition, Mark A. Poole, Gail E. Pesek, and Fred A. Poole resigned as directors of the Company, and the shareholders of the Company appointed and elected Gifford M. Mabie and Rhonda R. Vincent as new directors to the Company's Board of Directors. Additionally, Fred A. Poole and Gail E. Pesek resigned as officers of the Company. Item 5. Interest in Securities of the Issuer (a) The Reporting Person owns 90,000 shares of Common Stock of the Company, constituting ninety percent (90%) of the issued and outstanding shares of the Common Stock of the Company. (b) The Reporting Person has the sole power to vote and the sole power to dispose of 90,000 shares of Common Stock of the Company, constituting ninety percent (90%) of the issued and outstanding shares of Common Stock of the Company. Page 5 (c) None (d) None (e) None Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable Item 7. Material to be Filed as Exhibits 2.1 Subscription Agreement Page 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LONE WOLF EXPLORATION, INC. Dated: August 28, 1997 /s/ Rhonda R. Vincent Rhonda R. Vincent, Vice President Page 7 EX-1 2 EXHIBIT 2.1- Subscription Agreement- Previously filed -----END PRIVACY-ENHANCED MESSAGE-----