SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 30, 1997
K&S VENTURES, INC.
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation)
0-244684
(Commission File Number)
84-1214336
(I.R.S. Employer Identification No.)
8908 South Yale Avenue, Suite 409, Tulsa, Oklahoma 74137
(Address of principal executive offices, including zip code)
(918) 481-0167
(Registrant's telephone number, including area code)
19921 East Kent Drive, Aurora, Colorado 80013
(Former Name or Former Address, if Changed Since Last Report)
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K&S VENTURES, INC.
Item 1 Changes in Control of Registrant
Effective as of January 30, 1997, Lone Wolf Exploration, Inc., an
Oklahoma corporation (the "Company"), acquired (the "Acquisition")
90,000 shares of common stock, no par value per share ("Common Stock"),
of K&S Ventures, Inc. (the "Registrant"), constituting ninety percent (90%)
of the issued and outstanding shares of Common Stock of the Registrant,
pursuant to the terms and provisions of that certain Subscription Agreement
by and among the shareholders of the Registrant, the Registrant and the
Company ("Agreement"). In connection with the Acquisition, the Company
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 Company of 90,000 shares of Common Stock. In addition, in
accordance with the terms of the Agreement, the Company will merge
with and into the Company on or before June 30, 1997, subject to
applicable legal requirements and the terms and provisions of the Agreement.
Prior to the closing of the Acquisition, the Registrant had no assets
and liabilities, and the primary purpose in effecting the Acquisition was to
permit the Company to become a publicly held company, subject to the
applicable reporting requirements of the Securities Exchange Act of 1934, as
amended. Neither the Company nor the Registrant 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 directors of the Company and the prior majority shareholders of the
Registrant. Prior to the Acquisition, none of the officers, directors or
shareholders of the Registrant were affiliated with the officers, directors or
shareholders of the Registrant.
Item 2 Acquisition or Disposition of Assets
Not applicable
Item 3 Bankruptcy or Receivership
Not applicable
Item 4 Changes in Registrant's Certifying Accountant
Not applicable
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K&S VENTURES, INC.
Item 5 Other Events
Not applicable
Item 6 Resignations of Registrant's Directors
In connection with the January 30, 1997 acquisition of ninety percent (90%)
of the issued and outstanding shares of Common Stock of the Registrant by
the Company, Mark A. Poole, Gail E. Pesek and Fred A. Poole resigned as
directors of the Registrant. Additionally, Mark A. Poole and Gail E. Pesek
resigned as officers of the Registrant. The Registrant does not believe that
any of these individuals had any disagreement with the Registrant in any
matter relating to its operations, policies or practices.
Item 7 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not applicable
(b) Pro forma Financial Information
Not applicable
(c) Exhibits
2.1 Subscription Agreement
Item 8 Change in Fiscal Year
Not applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
K&S VENTURES, INC.
By:\s\ Rhonda R. Vincent
Rhonda R. Vincent, Vice President
Dated: February 6, 1997
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EXHIBIT INDEX
No. Description Page
2.1 Subscription Agreement
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