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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2001
LONE WOLF ENERGY, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-24684 73-1587867
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 Robert S. Kerr, Suite 500, Oklahoma City, Oklahoma 73102
(Address of principal executive offices)
(405) 749-9999
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits
(a) Financial Statements and Exhibits.
Lone Wolf Energy, Inc. is filing this Amendment to the Form 8-K filed on April
25, 2001, to provide a pro forma Balance Sheet as of March 31, 2001 and pro
forma Statements of Operations for the year ended December 31, 2000 and the
three months ended March 31, 2001 to show the pro forma adjustments reflecting
the sale of Churchlink.com, a wholly owned subsidiary of Lone Wolf Energy, Inc.
as first reported in the 8-k filed April 25, 2001 and the application of those
pro forma adjustments to the Company's Statement of Operations for the year
ended December 31, 2000 included in the Company's 10-KSB filed on April 10, 2001
and to the Balance Sheet as of March 31, 2001 and the Statement of Operations
for the three months ended March 31, 2001 included in the Company's 10-QSB filed
on May 11,2001.
The pro forma financial statements required pursuit to this Item 7 are provided
on pages F-1 thru F-5 of this report.
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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 hereto duly authorized.
LONE WOLF ENERGY, INC.
Date: June 26, 2001 By: /s/ Marc W. Newman
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Marc W. Newman, President
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Report of Independent Public Accountant's on
Examination of Pro Forma Financial Information
To the Board of Directors and Stockholders of Lone Wolf Energy, Inc.
We have examined the pro forma adjustments reflecting the transactions
reflecting the sale of Churchlink.com, Inc, a wholly owned subsidiary of Lone
Wolf Energy, Inc. and the application of those adjustments to the historical
amounts in the accompanying pro forma consolidated balance sheet of Lone Wolf
Energy, Inc. as of March 31, 2001, and the pro forma consolidated statements of
operations for the year ended December 31, 2000 and the three months ended March
31, 2001. The December 31, 2000 historical consolidated statement of operations
included herein is derived from the December 31, 2000 historical consolidated
financial statements of Lone Wolf Energy, Inc., which were audited by us. The
historical consolidated balance sheet as of March 31, 2001 and the historical
consolidated statement of operations for the three months ended March 31, 2001
included herein were reviewed by us. The reviewed consolidated financial
statements are included in the March 31, 2001 10-Q filing and are included
herein by this reference. Such pro forma adjustments are based upon management's
assumptions described in Notes 1 and 2. Our examination was made in accordance
with standards established by the American Institute of Certified Public
Accountants and, accordingly, included such procedures as we considered
necessary in the circumstances.
The objective of this pro forma financial information is to show what the
significant effects on the historical financial information might have been had
the transaction occurred at March 31, 2001 and December 31, 1999. However, the
pro forma consolidated financial statements are not necessarily indicative of
the results of Operations or related effects on the financial position that
would have been attained had the above-mentioned transaction actually occurred
earlier.
In our opinion, management's assumptions provide a reasonable basis for
presenting the significant effects directly attributable to the sale of
Churchlink.com, Inc. described in Note 1, the related pro forma adjustments give
appropriate effect to those assumptions, and the pro forma column reflects the
proper application of those adjustments to the historical financial statement
amounts in the pro forma consolidated balance sheets as of March 31, 2001 and
December 31, 2000, and the pro forma consolidated statements of income for the
three months ended March 31, 2001 and the year ended December 31, 2000
Sutton Robinson Freeman & Co., P.C.
Certified Public Accountants
June 25, 2001
Tulsa, Oklahoma
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LONE WOLF ENERGY, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 2001
Pro Forma
Historical Transaction Pro Forma
------------ ------------ ------------
ASSETS
Current Assets $ 1,062,068 $ 19,682 $ 1,081,750
Property and Equipment (net) 1,173,606 (112,917) 1,060,689
Long Term Assets 16,784 -- --
Goodwill (net) 451,916 (28,000) 423,916
Deferred Tax asset 246,000 (100,000) 146,000
------------ ------------ ------------
Organization Costs (net) 9,864 -- --
TOTAL ASSETS $ 2,960,238 $ (221,235) $ 2,739,003
============ ============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities $ 844,756 $ (2,095) 842,661
Long-Term Debt 589,833 -- --
Other Liabilities 233,931 -- --
------------ ------------ ------------
TOTAL LIABILITIES 1,668,520 (2,095) 1,666,425
------------ ------------ ------------
Stockholders' Equity
Preferred Stock -- -- --
Common Stock 36,496 (7,400) 29,096
Additional Paid in Capital 1,754,842 -- 1,754,842
Treasury Stock at Cost (18,000) (362,600) (380,600)
Unrealized Gain (Loss) on Available for
Sale Securities (27,844) -- (27,844)
Retained Earnings (Deficit) (453,776) 150,860 (302,916)
------------ ------------ ------------
TOTAL STOCKHOLDERS' EQUITY 1,291,718 (219,140) 1,072,578
------------ ------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,960,238 $ (221,235) $ 2,739,003
============ ============ ============
See Accompanying Notes to Pro Forma
Financial Statements
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LONE WOLF ENERGY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001
PRO FORMA
HISTORICAL TRANSACTION PRO FORMA
------------- ------------- -------------
OPERATING REVENUES $ 1,003,805 -- $ 1,003,805
Operating Expenses 989,399 -- 989,399
------------- ------------- -------------
Operating Income 14,406 -- 14,406
------------- ------------- -------------
OTHER INCOME (EXPENSE)
Interest Expense (19,044) -- (19,044)
Research and Development (79,902) (79,902) --
------------- ------------- -------------
(98,946) (79,902) (19,044)
------------- ------------- -------------
Net Income (Loss) from Operations
Before Income Taxes (84,540) (79,992) (4,638)
Income Tax Expense(Benefit) (33,000) (32,000) (1,000)
------------- ------------- -------------
NET INCOME (LOSS) $ (51,540) $ (47,992) $ (3,638)
============= ============= =============
Weighted Average Shares Outstanding 36,486,000 (7,400,000) 29,086,000
============= ============= =============
EARNINGS (LOSS) PER SHARE NIL NIL
============= =============
See Accompanying Notes to Pro Forma Financial statements
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LONE WOLF ENERGY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
PRO FORMA
HISTORICAL TRANSACTION PRO FORMA
------------- ------------- -------------
OPERATING REVENUES $ 6,650,483 -- $ 6,650,483
Operating Expenses 6,757,028 -- 6,757,028
------------- ------------- -------------
Operating Income (106,545) -- (106,545)
------------- ------------- -------------
OTHER INCOME (EXPENSE)
Interest (net) 3,577 -- (19,044)
Merger Related Costs (381,323) -- (381,323)
Research and Development (224,335) (224,335) --
Other 8,714 -- 8,714
------------- ------------- -------------
(593,367) (224,335) (369,032)
------------- ------------- -------------
NET INCOME (LOSS) FROM OPERATIONS
BEFORE INCOME TAXES (699,912) (224,335) (475,577)
Income Tax Expense(Benefit) 254,000 90,000 164,000
------------- ------------- -------------
NET INCOME (LOSS) BEFORE DISCONTINUED
OPERATIONS (445,912) (134,335) (311,577)
------------- ------------- -------------
Discontinued Operations Net of Taxes 256,112 -- 256,112
------------- ------------- -------------
NET INCOME (LOSS) (189,800) (134,335) (55,465)
OTHER COMPREHENSIVE INCOME:
Unrealized Holding Loses (19,875) -- (19,875)
------------- ------------- -------------
COMPREHENSIVE INCOME (LOSS) $ (209,675) $ (134,335) $ (75,340)
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Weighted Average Shares Outstanding 31,960,000 (7,400,000) 24,560,000
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EARNINGS (LOSS) PER SHARE NIL NIL
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See Accompanying Notes to Pro Forma Financial Statements
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LONE WOLF ENERGY, INC.
NOTES TO PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of Pro Forma Transactions - The March 31, 2001 pro forma
consolidated balance sheet of the Company has been prepared assuming
the Company consummated the sale of Churchlink.com, Inc. on March 31,
2001. The pro forma consolidated statements of operations for the
year ended December 31, 2000 and the three months ended March 31,
2001 have been prepared assuming the Company consummated the
transaction December 31, 1999 and 2000 and the adjustments reflect
eliminating the expenses relating to Churchlink.com, Inc. from the
statements of operations for the periods presented. There were no
historical revenues from Churchlink.com during the periods.
2. SALE OF Churchlink.com, Inc.
These adjustments give effect to the sale of the wholly owned
subsidiary Churchlink.com, Inc. for the balance sheets presented and
the elimination of all income and expense items of Churchlink.com, Inc.
for the statements of operations for the periods presented.
Sale of the wholly owned subsidiary Churchlink.com, Inc. - On April 12,
2001, Lone Wolf Energy, Inc. sold its wholly owned subsidiary
Churchlink.com, Inc. to an individual classified as an affiliate of the
Company for 7,400,000 shares of Lone Wolf Energy, Inc. outstanding
common stock. The closing bid price on the date of closing of the
transaction was $0.05 per share and that price was used to value the
sales price at $370,000. The transaction is reflected as a sale on the
books of the Company.
The preceding statements with respect to the Sale are a brief summary
thereof. While the summary is accurate, it does not purport to be
complete and reference is made to the Exchange of Stock Agreement for
complete details of the Sale. A copy of the Exchange Of Stock Agreement
is filed as an Exhibit to the Current Report on Form 8-K filed April
25, 2001 and is incorporated herein by this reference.
The historical consolidated results of operations of Lone Wolf Energy, Inc.
for the year ended December 31, 2000 are derived from the audited financial
statements of Lone Wolf Energy, Inc. The three months ended March 31, 2001
are derived from the reviewed financial statements of the Company.
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