SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-KSB

             Annual Report Pursuant to Section 13 or 15 (d) of the
                        Securities Exchange Act of 1934

                      For the year ended December 31, 1998

                          Commission File No. 0-24684

                             LONE WOLF ENERGY, INC.
                 (Name of small business issuer in its charter)

                                    Colorado
         (State or other jurisdiction of Incorporation or Organization)

                                   73-1550360
                     (IRS Employer Identification Number )

                               2400 NW 30th, #814
                         0klahoma City, Oklahoma 73112
                                 (405) 946-5972
    (Address,including zip code and telephone number, including area Code of
                        registrant's executive offices)

                               K&S VENTURES, INC.
                          (Former Name of Registrant)

      Securities registered under Section 12 (b) of the Exchange Act: none

        Securities registered under Section 12 (g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     Issuer's revenues for its most recent fiscal year: $ -0-

     State  the   aggregate   market   value  of  the   voting   stock  held  by
non-affiliates,  computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days: As of March 31, 1999: $2,188,000.

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practicable  date: As of March 31, 1999 there
were 11,170,000 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference:  None

<PAGE>

                                     PART I

Item 1.  Description of Business

     Lone Wolf Energy,  Inc. (the "Registrant" or `Company") was incorporated on
March 4, 1991 in the state of Colorado and was formerly  known as K&S  Ventures.
In February 1999 the Company  signed a Master  Equipment  Sales  Agreement  with
Eagle  Capital,  Inc.  (OTCBB:  ECIC)  to  sell  specialized  equipment  used in
producing  patented  IMSI  blocks for  mortarless  dry stack  construction.  The
Agreement  calls for the  Company to provide  ten mobile  block  plants and five
portable Q-Bond plants over the next thee years.

     Employees
     During the year ended  December  31,  1998,  the Company  had no  full-time
employees.

Item 2.  Description of Property

     Facilities
     The Company maintains its principal office at 2400 NW 30th, #814,  Oklahoma
City,  OK 73112.  Its  officers  provide the office  space free of charge to the
Company. The Company owns no other property.

Item 3.  Legal Proceedings

     There are no  material  legal  proceedings  that are  pending  or have been
threatened against the Company.

Item 4. Submission of Matters to a Vote of Security Holders

     None


                                     PART II


Item 5.  Market for Registrant's Common Stock and Related Shareholder Matters

     Market Information
     The Company began  trading on the OTC Bulletin  Board in October 1998 under
the symbol LWEI.

     Indicate,  as  applicable,  that such  over-the-counter  market  quotations
reflect interdealer prices, without retail mark-up,  mark-down or commission and
may not necessarily represent actual transactions.  Where there is an absence of
an established public trading market, reference to quotations shall be qualified
by appropriate explanation.

     The bid price has ranged from $0.025 to $0.50 since trading was approved in
the fourth quarter of 1998.

     Sales of Common Stock During 1998
     During the fourth quarter of 1998, 6,500,000 shares of the Company's common
stock were issued to certain  individuals in exchange for services  rendered and
forgiveness of debts in prior periods. The stock issued was at $0.001 per share.
In addition  during the fourth  quarter of 1998,  420,000 shares of common stock
were exchanged to certain third parties for services and $420 cash.

     Common Stock Dividend During 1998
     There were no common stock dividends during 1998.

     Common Stock Subject to Options or Warrants
     There are no  outstanding  options or warrants to purchase  common stock of
the  Registrant.  There are no securities  convertible  into common stock of the
Registrant

     Common Stock that could be sold pursuant to Rule 144
     Of the 11,170,000 shares outstanding, 11,170,000 shares are eligible, as of
the date of this report, for sale under Rule 144 of the Securities Act.

     Holders
     As of December 31, 1998, the Company had 119 shareholders of record.

     Cash Dividends
     The Company has not paid any cash  dividends  on its Common  Stock and does
not foresee that such dividends will be paid in the future.


<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation

     Plan of Operations
     The Company plans to purchase certain  specialized  equipment to be sold to
Eagle Capital,  Inc. (OTCBB: ECIC) for use in producing blocks to be used in the
IMSI  mortarless  block  system.  Such  equipment  sales will give a  guaranteed
monthly payment to the Company plus  production  payments for blocks produced in
excess of a certain amount each month.

     Subsequent  to the end of the year of this  report,  the  Company  signed a
Master  Equipment Sales Agreement with Eagle to provide ten mobile blocks plants
and five portable  Q-Bond  plants over the next three years.  Financing has been
arranged for the first machine,  which has been manufactured.  The Company plans
to use the profits  from this  venture to acquire or  establish  other  business
ventures as it sees fit.

<PAGE>

Item 7.  Financial Statements


                          INDEPENDENT AUDITOR'S REPORT


     To the Board of Directors and Stockholders of Lone Wolf Energy, Inc.:

     We have  audited the balance  sheet of Lone Wolf  Energy,  Inc., a Colorado
corporation,  as of December  31, 1998 and 1997 and the  related  statements  of
operations,  stockholders'  equity, and cash flows for the years then ended. The
Company is considered to be a development  stage  enterprise,  beginning January
14, 1997.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  disclosed  in the  financial  statements.  An audit also  includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of Lone Wolf Energy, Inc. as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for the years  then ended and from the  inception  of the  development  stage in
conformity with generally accepted accounting principles.

                                               HENDERSON, SUTTON & COMPANY P. C.

                                          /s/  HENDERSON, SUTTON & COMPANY P. C.
                                        ----------------------------------------
                                               Certified Public Accountants

      March 30, 1999



<PAGE>


                             LONE WOLF ENERGY, INC.
                           A Development Stage Company
                          (Formerly K&S Ventures, Inc.)

                                 BALANCE SHEETS
                           December 31, 1998 AND 1997

                                                   December 31,     December 31,
                                                          1998             1997
                                                   ------------     ------------
                                  ASSETS

Current Assets
    Cash                                                  $282               $0
                                                  -------------     ------------
TOTAL ASSETS                                             $ 282               $0
                                                  =============     ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable                                      $ 0           $6,972
                                                  -------------     ------------

Total Liabilities                                            0            6,972
                                                  -------------     ------------

Stockholders' Equity
     Preferred Stock, $0.001 par value, 
        20,000,000 shares authorized, No shares 
        issued and outstanding                              $0               $0

     Common Stock, $0.001 par value, 100,000,000 
        shares authorized, 11,170,000 shares issued 
        and outstanding at December 31, 1998 and
        4,250,000 shares issued and outstanding at 
        December 31, 1997                               11,170            4,250
     Additional Paid in Capital                         45,941           19,165
     Retained Earnings (Deficit)                       (19,557)         (19,557)
     Deficit Accumulated During The Development Stage  (37,272)         (10,830)
                                                  -------------     ------------
     Total Stockholders' Equity                            282           (6,972)
                                                  -------------     ------------

TOTAL LIABILITIES' AND STOCKHOLDERS' EQUITY               $282               $0
                                                  =============     ============


     The accompanying notes are an integral part of the Financial Statements

<PAGE>


                             LONE WOLF ENERGY, INC.
                           A Development Stage Company
                          (Formerly K&S Ventures, Inc.)

                            STATEMENTS OF OPERATIONS
                 For the years ended December 31, 1998 and 1997
                   And from inception of the development stage


                                 From Inception
                                         of the
                                    Development     December 31,    December 31,
                                          Stage            1998            1997
                                 --------------     ------------    ------------

Revenue                                     $0               $0              $0

Expenses
     Legal                              18,398           11,425           6,973
     Accounting                          6,270            4,907           1,363
     Consulting                          6,500            6,500               0
     Transfer Agent                      3,862            1,368           2,494
     Telephone                           1,712            1,712               0
     Miscellaneous                         530              530               0 
                                 --------------     ------------    ------------
     Total Expenses                     37,272           26,442          10,830
                                 --------------     ------------    ------------


Net Loss Accumulated During 
   the Development Stage               (37,272)         (26,442)        (10,830)
                                 --------------     ------------    ------------

Weighted Average Shares 
   Outstanding                               -        4,516,154       2,520,833
                                 --------------     ------------    ------------

Loss Per Share                               -            $0.00           $0.00
                                 --------------     ------------    ------------


     The accompanying notes are an integral part of the Financial Statements



<PAGE>


                             LONE WOLF ENERGY, INC.
                           A Development Stage Company
                          (Formerly K&S Ventures, Inc.)

                            STATEMENTS OF CASH FLOWS
                 For the years ended December 31, 1998 and 1997
                   And from inception of the development stage

                                          From 
                                     Inception
                                        of the      
                                   Development       December 31,   December 31,
                                         Stage              1998            1997
                                                  
                                  ------------      ------------    ------------
Operating Activities:
     Net Loss                        ($37,272)         ($26,442)       ($10,830)
     Change in Accounts Payable             0            (6,972)          6,972
                                  ------------      ------------    ------------

     Cash Used In Operating 
     Activities                       (37,272)          (33,414)         (3,858)
                                  ------------      ------------    ------------

Financing Activities:
     Sale of Common Stock             100,420               420         100,000
       Less:  Issue Costs            (100,000)                0        (100,000)
     Common Stock Issued 
       for Services Rendered            6,500             6,500               0
     Contribution of Capital 
       by Stockholders                 30,634            26,776           3,858
                                  -------------     ------------    ------------

     Cash Provided By Financing 
     Activities                        37,554            33,696           3,858
                                  -------------     ------------    ------------

Investing Activities                        0                 0               0
                                  -------------     ------------    ------------

Change in Cash                            282               282               0

Cash at Beginning of Period                 0                 0               0
                                  -------------     ------------    ------------

Cash at End of Period                    $282              $282               0
                                  -------------     ------------    ------------

     The accompanying notes are an integral part of the Financial Statements


<PAGE>


                             LONE WOLF ENERGY, INC.
                           A Development Stage Company
                          (Formerly K&S Ventures, Inc.)

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                 For the years ended December 31, 1998 and 1997

                                                 
                                                 
                                             
                                              Deficit  
               Shares                     Accumulated                          
                   of         Additional   During the                      Total
               Common  Common    Paid in  Development  Accumulated  Stockholders
                Stock   Stock    Capital        Stage      Deficit        Equity
              ------------------------------------------------------------------

Balance at 
December 31, 
1996           10,000    $100    $19,457           $0    $(19,557)           $0
  
Common Stock  
Issued for 
Cash           90,000     900     99,100            0           0       100,000
  
Less: Issue 
Costs               0       0   (100,000)           0           0      (100,000)

Change in 
Par Value           0    (900)       900            0           0             0

Stock 
Dividend 
Issued in 
1997        4,150,000   4,150     (4,150)           0           0             0

Capital 
Contributed 
by Share-
holders             0       0      3,858            0           0         3,858

Net Loss            0       0          0      (10,830)          0       (10,830)
           ---------------------------------------------------------------------
Balance at 
December 31, 
1997        4,250,000  $4,250     $19,165    $(10,830)   $(19,557)      $(6,972)
           ---------------------------------------------------------------------

Common Stock 
Issued for 
Cash          420,000     420           0           0           0           420

Common Stock 
Issued for 
Services 
Rendered    6,500,000   6,500           0           0           0         6,500

Capital 
Contributed 
by Share-
holders             0       0      26,776           0            0       26,776

Net Loss            0       0           0     (26,442)           0      (26,442)
           ---------------------------------------------------------------------
Balance at 
December 
31, 1998   11,170,000 $11,170     $45,941    $(37,272)    $(19,557)        $282
           ---------------------------------------------------------------------


     The accompanying notes are an integral part of the Financial Statements



<PAGE>


                             LONE WOLF ENERGY, INC.
                           A Development Stage Company
                          (Formerly K&S Ventures, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


1. SIGNIFICANT ACCOUNTING POLICIES

     Organization
     Lone Wolf Energy,  Inc.  (formerly K&S Ventures,  Inc.) was incorporated on
March 4, 1991 in the state of Colorado.  In February  1999 the Company  signed a
Master  Sales  Agreement  with  Eagle  Capital,   Inc.  (OTCBB:  ECIC)  to  sell
specialized  equipment used in producing patented IMSI blocks for mortarless dry
stack  construction.  The agreement  calls for the Company to provide ten mobile
block plants and five portable Q-Bond plants over the next three years.

     Basis of Accounting
     Assets,  liabilities,  equity,  revenue and expenses are recorded under the
accrual method of accounting in conformity  with generally  accepted  accounting
principles.

     Cash and cash equivalents
     The  Company   considers  all  cash  and  marketable   securities  as  cash
equivalents.

     Income Taxes
     For the years prior to 1997,  the Company was taxed under the provisions of
Subchapter S of the Internal Revenue Code. Under the provisions of the Code, all
losses or taxable income flowed to the  stockholders of the Company.  In January
1997, the Company's  standing as a Subchapter S  corporation,  as defined by the
Internal  Revenue  Code,  was changed  because of the  purchase of common  stock
during 1997 by a corporate  shareholder.  Beginning with the year ended December
31,  1997,  the Company  will be  considered  a "C"  corporation  for income tax
purposes.

     Fiscal Year End
     The Company's fiscal year end is December 31.

     Earnings (Loss) per Share
     Primary income (loss) per share is calculated by dividing net income (loss)
by the weighted average shares of common stock of the Company outstanding during
the period (See Note 5).

     Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
accepted  principles  requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements and the reported revenues and expenses during the reporting
period. Actual results could differ from those estimates.


2. STOCKHOLDERS' EQUITY

     Issuance of Common Stock
     During the first quarter of 1997,  90,000  shares of the  Company's  common
stock was purchased by Lone Wolf Exploration,  Inc., a non-affiliated  privately
held  Oklahoma  corporation  ("LWX"),  in exchange  for  $100,000  in cash.  The
transaction  resulted  in LWX owning 90% of the  issued and  outstanding  common
stock of the Registrant.  In connection with the  transaction,  the Company paid
fees in the amount of $100,000 to certain unrelated third parties.

     During 1998 6,500,000 shares were issued at 0.001 for services  rendered by
related parties and stockholders.

     Change in Par Value
     In June 1997, the par value of the Company's  common stock was changed from
$0.01 per share to $0.001 per share.

     Common Stock Dividend
     In June 1997, the Board of Directors of the Company declared a common stock
dividend for the purpose of increasing the number of common shares  outstanding.
The stock  dividend  resulted in each  shareholder  of the  Company  owning 42.5
shares for each share owned,  which increased the common stock  outstanding from
100,000 shares to 4,250,000 shares.


3.  INCOME TAXES

    The deferred tax assets and liabilities are as follows:

    Net operating loss carryforward                             $ 14,909
    Less:  valuation allowance                                    14,909
                                                              ----------

    Net deferred tax asset                                      $      0
                                                              ----------

     As of December 31, 1998, the Company has a net operating loss  carryforward
of approximately $37,000 for income tax purposes and expires as follows:

Year of Loss   Expires      Carryforward Amount       Deferred Tax Asset
                                                        or (Liability)
1997           2012               $11,000                    $4,332
1998           2013                26,000                    10,577
                            -------------------     ---------------------
                                  $37,000                   $14,909
                            -------------------     ---------------------


       Deferred  taxes  reflect  a  combined  federal  and  state  tax  rate  of
approximately 40%.


4. DEVELOPMENT STAGE OPERATIONS

     The Company is a  development  stage  enterprise.  Its primary  focus since
inception of the new operating plan has been raising capital.

5. EARNINGS (LOSS) PER SHARE

     Common Shares Outstanding                                   11,170,000

     Effect of using weighted average common and common
     equivalent shares outstanding                               (6,653,846)
                                                             -------------------

     Weighted average common shares outstanding                   4,516,154
                                                             -------------------

     Item 8. Changes in and  Disagreements  with  Accountants  on Accounting and
Financial Disclosure

     The Company changed from Cross and Robinson,  Certified Public  Accountants
to Henderson,  Sutton & Company P.C.  because the partner in charge of the audit
switched  from Cross and  Robinson to  Henderson,  Sutton & Company P.C. and the
Company  wanted to follow  his change for  consistency  purposes.  There were no
disagreements  withCross and Robinson with regard to accounting  procedures  and
financial disclosure.


                                    PART III

Item 9.  Directors,  Executive  Officers,  Promoters  and Control  Persons;
Compliance with Section 16(a) of the Exchange Act.
         
     Directors are elected for one-year  terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers serve at the discretion of the Board of Directors.

     The  officers  and  directors  devote only such time as is necessary to the
operations  of  the  Company.   Each  officer  and  director  maintains  outside
employment  at  non-affiliated  companies.  

     The Directors and Officers of the  Registrant as of the date of this report
are as follows:

     Name                             Age        Position
     -------------------------------- ---------- -------------------------------

     Marc W. Newman                   29         President and Director
     Douglas A. Newman                51         Vice President, Secretary,
                                                   and Director

     -------------------------------- ---------- -------------------------------

     Marc W.  Newman,  has been  President  and a Director of the Company  since
November  1998.  From  July  1998 to  November  1998 Mr.  Newman  was a  private
investment  consultant.  From  1992 to July  1998 Mr.  Newman  was a  registered
investment broker. Prior to that time Mr. Newman was a full time student.

     Douglas A. Newman,  have been Vice  President,  Secretary and a Director of
the Company since November 1998. From 1991 to 1998 Mr. Newman was Chairman, Vice
President and Secretary of Hospital  Rehabilitation  Services,  Inc. a privately
held company he co-founded, which provided contract Physical Therapy services to
hospitals in Tennessee,  Alabama, Illinois and North Carolina. From 1985 to 1990
Mr. Newman was Chairman,  CFO,  Secretary and a Director of Wedding  Information
Network, Inc. (NASDAQ:  WINN), a franchisor and operator of "The Wedding Pages",
a leading  publication for bridal planning and direct marketing to brides to be.
Prior to his employment with Wedding Information Network, Inc., Mr. Newman was a
partner in the CPA firm of Newman and Nanfito in Omaha, Nebraska. Douglas Newman
is the father of Marc Newman, President of the Company.


Item 10.  Executive Compensation

     For the years ended  December 31, 1998 and 1997, the Company paid no salary
or compensation to its executive officers.  During those periods,  there were no
bonus or incentive plans in effect, nor were there any liabilities  incurred for
the payment of  compensation  to the  officers  of the Company  related to past,
present or future services.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table lists the beneficial  ownership of the Company's voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well as by all directors and officers of the
issuer. Unless otherwise indicated,  the shareholders listed possess sole voting
and investment power with respect to the shares shown:

                                         Amount and
                                         Nature of         
   Title of    Name and Address          Beneficial       Shares       Percent
   Class       of Beneficial Owner       Ownership        Owned        of Class 
   ---------   ------------------------------------------ ----------------------
   Common      Joyce Boyer               Beneficial       983,000      8.80%
               8310 E. 107th Pl.         Owner  
               Tulsa, OK  74133


   Common      Gifford M. Mabie          Beneficial       721,700      6.46%
               8908 S. Yale Ave. #409    Owner
               Tulsa, OK  74137

   Common      Rhonda R. Vincent         Beneficial       573,500      5.13%
               8908 S. Yale Ave. #409    Owner
               Tulsa, OK  74137

   Common      Amy Renteria              Beneficial     1,080,000      9.67%
               4201 W. Memorial, #9101   Owner 
               Oklahoma City, OK  73120

   Common      Pearl L. Wray             Beneficial     1,040,000      9.31%
               8310 E. 107th Pl.         Owner
               Tulsa, OK.  74133

   Common      Marc W. Newman            Officer/       1,605,434(1)  14.37%
               2400 NW 30th, #814        Director
               Oklahoma City, OK  73112


   Common      Douglas A. Newman         Officer/       1,110,000      9.94%
               2400 NW 30th, #814        Director  
               Oklahoma City, OK  73112


               All Officers and Directors               2,715,434     24.31%
   Common      as a group (2 persons)

    (1) 1,000,000 shares are held beneficially, 400,000 shares are held in trust
controlled by Mr. Newman for his sons Christian and Brandon,  205,434 shares are
held in Newboy, Inc., a corporation controlled by Mr. Newman.



Item 12.  Certain Relationships and Related Transactions

     For the year ended  December 31, 1998  consulting  agreements  were entered
into between the company and certain  related  parties in exchange for shares of
common stock.  There were no related party transactions noted for the year ended
December 31,1997.


Item 13.  Exhibits and Reports on form 8-K.
         
     a. Exhibits

     Exhibit No.                                               Page
     -------------------------------------------------- ------------------
     10.0  Master Equipment Sales Agreement with              15-20
               Eagle Capital, Inc.

     23.0  Consent of Henderson, Sutton & Company P. C.          21

     24.0  Power of attorney                            Included on Signature 
                                                            Page of this 
                                                             Form 10-KS

     27.0  Financial Data Schedule                         For electronic 
                                                             filing only


     b. Reports on Form 8-K

     On November 10, 1998, a form 8-K was filed reporting the following items:

     1. On October 27, 1998, the Company's  common stock was cleared for trading
on the over-the-counter market under the symbol "LWEI".

     2. On  November 4, 1998 the Board of  Directors  approved  the  issuance of
common stock in  satisfaction  of obligations  incurred with  consultants to the
Company as follows:  

             *Marc  Newman                        5,500,000 shares  
              Gifford M. Mabie                      521,700 shares 
              Rhonda R. Vincent                     373,500 shares 
              Frederick K. Slicker                  104,800 shares
                                     
     The shares  designated to Marc Newman were issued as follows to persons who
rendered services to him in relevant to the Company's business:

             *Marc Newman                         1,400,000 shares
             Douglas A. Newman                    1,080,000 shares
             Pearl Wray                           1,040,000 shares
             Joyce Boyer                            850,000 shares
             Amy Renteria                         1,080,000 shares
             Chuck Richardson                        50,000 shares

*Includes 400,000 shares issued to Mr. Newman's sons Christian and Brandon.

     3. On November 4, 1998 Rhonda R. Vincent resigned as a director and officer
of the Company. The Board elected Marc W. Newman to fill the Board vacancy.


     4. On November 4, 1998, Gifford M. Mabie resigned as a director and officer
of the Company.  The Board elected Douglas A. Newman,  father of Marc Newman, to
fill the vacancy.

<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             LONE WOLF ENERGY, INC.

                                             /s/ DOUGLAS A. NEWMAN
                                             ----------------------
                                             By:  Douglas A. Newman, 
                                             Vice President and Secretary


Date: April 1, 1999

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby constitutes and appoints Rhonda R. Vincent, his or her true
and lawful  attorneys-in-fact  and agents, to sign any or all amendments to this
Report on Form 10-KSB,  and to file the same with all exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto the  attorney-in-fact and agent full power and authority to do and
perform  each and every  act and thing  requisite  and  necessary  to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person hereby  ratifying and confirming  that said  attorney-in-fact
and agent may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the Exchange Act of 1934,  this Report on
Form  10-KSB has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

   Signature                       Capacity                        Date
   -----------------------------------------------------------------------------

   /s/  MARC W. NEWMAN             President and Director          April 1, 1999
   -------------------------
   Marc W. Newman

   /s/ DOUGLAS A. NEWMAN           Vice President, Secretary,      April 1, 1999
   --------------------------      and Director 
   Douglas A. Newman



<PAGE>

                                   Exhibit 10.0

                        MASTER EQUIPMENT SALES AGREEMENT

     This Master Equipment Sales Agreement (the  "Agreement")  entered into this
26th day of February, 1999, by and between Eagle Capital International,  Ltd., a
Nevada corporation  ("Eagle") and Lone Wolf Energy, Inc., a Colorado corporation
("Lone Wolf").

                              W I T N E S S E T H :

     In  consideration  of the mutual covenants  contained  herein,  the parties
agree as follows:

     1. Definitions.  The following  capitalized terms, when used herein,  shall
have the meanings ascribed to them:

     "Affiliate"  means, with respect to any specified Person,  any other Person
that directly,  or indirectly through one or more intermediaries,  controls,  is
controlled by, or is under common control with, such specified Person.

     "Block" means one (1) unit of the masonry end-product of a Block Plant.

     "Business Day" means any calendar day in which federally  chartered  United
States banks are open for substantially all banking business.

     "Foam Insert" shall mean one (1) set of insulation  inserts for each Block,
manufactured by a Foam Production Plant.

     " Foam  Production  Plant" shall mean a trailer (if applicable) and related
machinery necessary for the manufacture of Foam Inserts to be used in connection
with the fabrication of the IMSI System

     "IMSI" means Integrated Masonry Systems International, Ltd.

     "IMSI System" shall mean a patented block wall insulated reinforced masonry
system,  using mortarless  dry-stacked  construction  techniques and having ICBO
(International Conference of Building Officials) approval status, owned by IMSI.

     "Initial Block Plant" means that certain Block Plant, Serial Number 990226,
manufactured by Fleming Mfg. Co. and currently locating at Fleming's  facilities
in Cuba, Missouri.

     "Installment  Sales  Agreement"  means  the  agreement  attached  hereto as
Exhibit "A," the terms of which are incorporated herein by this reference.

     "Minimum  Installment  Sales Payments" is defined in the Installment  Sales
Agreement.

     " Block Plant" shall mean a trailer (if applicable)  and related  machinery
necessary  for the  manufacture  of  Blocks  to be used in  connection  with the
fabrication of Products.

     "Person" means any  individual,  partnership,  firm,  corporation,  limited
liability  company,  association,  joint stock  company,  trust,  joint venture,
unincorporated  association or government  entity or any  department,  agency or
political subdivision thereof, domestic or foreign.

     "Plant"  shall mean either a Block Plant,  a Foam  Production  Plant,  or a
Surface Bonding Production Plant.

     "Production Payments" is defined in the Plant Installment Sales Agreement.
         
     "Products"  means  Blocks,   Foam  Inserts  and  Surface  Bonding  used  in
connection with the IMSI System or equivalent technology.

     "Security  Agreement" means the Security Agreement attached as Exhibit "D,"
the terms of which are incorporated herein by this reference.

     "Surface Bonding Production Plant" shall mean a trailer (if applicable) and
related machinery necessary for the manufacture of Surface Bonding to be used in
connection with the fabrication of Products.

     "Surface  Bonding" means the structure  coating  end-product from a Surface
Bonding Production Plant.

     "Second  Block  Plant"  means the next Block Plant Eagle will  request Lone
Wolf to furnish under this Agreement after the Initial Block Plant.

     2. Eagle  Licenses.  IMSI is granting  Eagle all licenses  and  contractual
rights  necessary  with respect to the IMSI System to allow Eagle to fulfill all
of its obligations under this Agreement.

     3.  Purchase and Sale of Plants.  Eagle hereby agrees to purchase a minimum
of ten (10) Block Plants and five (5) Surface Bonding Plants from Lone Wolf, and
such number of Foam  Production  Plants from Lone Wolf as Eagle may determine in
its sole  discretion,  and Lone Wolf  hereby  agrees to sell all such  Plants to
Eagle subject to the following procedures:

     (a) With  respect to each Plant Eagle  desires to  purchase  from Lone Wolf
under this Agreement,  Eagle shall provide Lone Wolf with a written  description
of the Plant and the name of the  Person  who will be  issuing  the  Third-Party
Guarantee  prior to the second payment that Lone Wolf is required to make to the
Plant  manufacturer.  Eagle agrees that,  except for the Second Block Plant,  it
will order Plants from Lone Wolf under this Agreement not more  frequently  than
one (1) Plant  every three (3) months,  nor less  frequently  than one (1) Plant
every six (6) months. Eagle agrees that it will not request Lone Wolf to furnish
the Second Block Plant under this  Agreement  until after tenth (10th)  Business
Day following the date of this  Agreement,  unless Lone Wolf gives prior consent
in writing.

     (b)  Within  ten (10)  Business  Days  after  Lone  Wolf's  receipt  of the
information described in Section 3(a), Lone Wolf will provide Eagle with written
notice of its decision whether to furnish the Plant requested. In the event Lone
Wolf  provides  written  notice to Eagle that it will not  furnish  the Plant or
fails to provide written notice to Eagle of its decision within the said period,
Eagle  shall  have the right to obtain  the Plant from  another  source  without
affecting  Eagle's  obligation  to  purchase  the  remaining  Plants  hereunder;
however,  in the event Lone Wolf  declines an aggregate of three (3) requests by
Eagle for a Block Plant, this Agreement may be terminated by Eagle, upon written
notice to Lone Wolf, without liability to either party.
                  
     (c)  Eagle  shall  be   responsible   for  ordering  each  Plant  from  the
manufacturer of its choice,  for  negotiating the purchase price,  delivery date
and other  terms  concerning  of the Plant,  and for  securing  the  third-party
guarantee of the Installment Sales Agreement for the Plant.

     (d) With  respect to each Plant Lone Wolf agrees to furnish  under  Section
3(b),

     (i) Upon receipt of Lone Wolf's written notice that it will furnish a Plant
pursuant  to Eagle's  request  under this  Agreement,  Eagle and Lone Wolf shall
execute an Installment Sales Agreement and a Security Agreement, and Eagle shall
pay Lone Wolf ten thousand dollars ($10,000),  which amount shall be credited by
Lone  Wolf to Eagle as part of  Eagle's  obligation  to pay the  first  four (4)
Minimum Sales Payments pursuant to Section 3(d)(iv) below.
                 
     (ii) Eagle shall  furnish (A) a  third-party  guarantee  acceptable to Lone
Wolf or, (B) at Eagle's option, a pledge  acceptable to Lone Wolf of part or all
of its income stream  sufficient to secure payment of its obligations  under the
Installment Sales Agreement and this Agreement, provided such acceptance by Lone
Wolf  shall  not  be  unreasonably  withheld,  or  (C) at  Eagle's  option,  any
alternative arrangement to (A) or (B) that is acceptable to Lone Wolf.

     (iii)  Except as provided in Section 6, Eagle shall  provide Lone Wolf with
the  third-party  guarantee  or  pledge of part or all of its  income  stream as
provided in Section  3(d)(ii) above prior to the time Lone Wolf's second payment
is due and payable to the Plant manufacturer; and

     (iv) Prior to  shipment  of the Plant from the  manufacturer,  Eagle  shall
furnish Lone Wolf with a copy of the executed  agreement between the user of the
Plant and the purchaser of the Products to which the Plant relates.

     4. Eagle Certificate of Deposit Security Agreement.

     (a) With respect to each Plant  purchased by Eagle  hereunder,  Eagle shall
pledge and deliver to Lone Wolf as security  for Eagle's  performance  under the
Plant's  Installment  Sales Agreement an amount sufficient to pay the first four
(4) Minimum Installment Sales Payments under the Installment Sales Agreement.

     (b) Lone Wolf shall use the amount paid by Eagle  pursuant to the foregoing
Section 4(a) to pay the first two Minimum  Installment  Sales Payments under the
Plant's  Installment Sales Agreement.  The portion not used to pay the first two
Minimum  Installment  Sales Payments shall remain in the possession of lone Wolf
(or Lone Wolf's Lender) for the duration of the term of the Plant's  Installment
Sales Agreement,  in an interest bearing  certificate of deposit or certificates
of deposit  providing  the highest  rate of interest  available  at Federal Bank
Centre,  Broken Arrow,  Oklahoma.  Upon  termination of the Plant's  Installment
Sales Agreement, the Principal amount shall be returned to Eagle.

     (c) As long as the shall not have  occurred  an Event of Default  under the
Plant's  Installment Sales Agreement,  Eagle shall have the right to receive all
interest earned from such certificates of deposit.

     5.  Exception for Initial Block Plant.  With respect to the Initial  Plant,
Eagle shall furnish (A) a third-party  guaranty  acceptable to Lone Wolf or, (B)
at Eagle's option, a pledge acceptable to Lone Wolf of part or all of its income
stream  sufficient to secure payment of its  obligations  under the  Installment
Sales Agreement and this Agreement,  provided such acceptance by Lone Wolf shall
not be  unreasonably  withheld,  or  (C)  at  Eagle's  option,  any  alternative
arrangement  to (A) or (B) that is  acceptable  to Lone Wolf,  at the time Eagle
shall pledge and deliver to Lone Wolf as security for Eagle's  performance under
the Plant's  Installment  Sales  Agreement an amount  sufficient  to pay for the
first four Minimum Sales Payments under the Installment  Sales  Agreement.  Lone
Wolf shall be under no  obligation to ship the Plant from Cuba,  Missouri  until
Eagle has furnished Lone Wolf a third-party  guarantee or pledge with respect to
the Plant.

     6. Damages. In the event Eagle should breach its obligation to purchase any
Plant  under this  Agreement,  Eagle shall be liable to Lone Wolf for all of the
still unrealized  profits Lone Wolf would have made from the Plant had Lone Wolf
sold the Plant under an Installment Sales Agreement, which profit shall be equal
to the sum of (i) the  aggregate  of all  remaining  Minimum  Installment  Sales
Payments Lone Wolf would have received under the Installment Sales Agreement for
the Plant, minus the aggregate of all monthly payments of principal and interest
Lone Wolf would have paid to finance  the  purchase  of the Plant;  and (ii) the
aggregate of all  Production  Payments Lone Wolf would have  received  under the
Installment  Sales Agreement,  based on actual production of such Plant, if any,
during remainder of the original term of the Installment Sales Agreement.

     7. Notices.  All notices required or given under this Agreement shall be in
writing and shall be deemed given (i) when  received,  if personally  delivered;
(ii) the day  after  it is  sent,  if sent by a  recognized  expedited  delivery
service with next-day delivery  requested;  or (iii) five days after it is sent,
if mailed,  postage prepaid,  via certified mail, return receipt  requested.  In
each case, notice shall be sent to:

         If to Lone Wolf:           2400 N.W. 30th, No. 814
                                    Oklahoma City, Oklahoma 73112
                                    Attn:  Marc Newman

         If to Eagle:               954 East 7145 South, Ste. B-202
                                    Salt Lake City, Utah 84047
                                    Attn:  Douglas Alan Dent

or such other  addresses as such party shall have specified by notice in writing
to the other party.

     8. General.

     (a) This Agreement  constitutes the whole and entire agreement  between the
parties  pertaining  to the subject  matter  hereof,  and  supersedes  all prior
agreements or  understandings  between the parties with respect to such subject.
This Agreement may not be modified  except by an instrument in writing signed by
all parties.

     (b) The validity,  construction and enforcement of, and the remedies under,
this Agreement shall be governed in accordance with the laws of Oklahoma, except
any  choice of law  provision  of  Oklahoma  law shall not apply if the law of a
state or jurisdiction other than Oklahoma would apply thereby.

     (c) The parties to this Agreement agree that  jurisdiction and venue of any
action brought to enforce, or to construe or determine the validity of, any term
or provision  contained in this Agreement shall properly lie in (i) the District
Court of Tulsa County,  Oklahoma,  or the United States  District  Court for the
Northern District of Oklahoma,  and (ii) the District Court of Salt Lake County,
Utah,  or the  United  States  District  Court for the  District  of Utah.  Such
jurisdiction and venue are merely permissive;  jurisdiction and venue shall also
continue to lie in any court where  jurisdiction  and venue would  otherwise  be
proper.  The parties  further agree that the mailing by certified  mail,  return
receipt requested, or the delivery by any recognized expedited delivery service,
of any process  required by either such court shall,  when received,  constitute
valid and lawful  service of process  against  them,  without the  necessity for
service by any other means otherwise provided by statute or rule of court.

     (d) Except as  otherwise  provided  in Section 7,  neither  party  shall be
liable to the other for  special,  collateral,  exemplary,  punitive,  indirect,
incidental, speculative or consequential damages (including, without limitation,
loss of profits or  revenues,  loss of savings,  loss of use,  loss of goodwill,
interruption of business, or claims of customers or other third parties) related
to this Agreement,  whether or not such damages occur prior or subsequent to, or
are  alleged  as a  result  of,  the  breach  of any of the  provisions  of this
Agreement,  or  because  of  tortious  conduct,  even if the party from whom the
damages is sought has been advised of the possibility of such damages, and in no
event  shall  either  party's  aggregate  liability  exceed the total  amount of
out-of-pocket loss actually suffered by the other party.

     (e) This  Agreement  shall inure to the benefit of and be binding  upon the
parties hereto and their respective  successors and permitted assigns.  No party
may assign its  obligations  hereunder  without the prior written consent of the
other party  hereto.  Lone Wolf shall have the right to pledge its rights  under
this Agreement and any agreement  delivered in connection  herewith without need
of Eagle's consent.

     (f) The headings  contained in this  Agreement are for  reference  purposes
only and shall not affect the meaning or interpretation of this Agreement.

     (g) Each party to this  Agreement  shall bear its own expenses  incurred in
connection with negotiation, preparation and execution of this Agreement and the
transactions contemplated herein.

     (h) The terms of this  Agreement  shall  remain  confidential  between  the
parties, except when disclosure is required by law.

     (i) This Agreement may be executed in counterparts,  each of which shall be
deemed  an  original,  but all of  which  shall  constitute  one  and  the  same
instrument.  Any signature delivered by facsimile transmission shall be deemed a
valid and binding signature for all purposes hereof.

     (j) If any action is brought to enforce,  or to construe or  determine  the
validity of, any term or provision of this agreement, the prevailing party shall
be entitled to reasonable attorney's fees and costs of the action.

     (k) In case any one or more of the  provisions  contained in this Agreement
shall for any reason be held to be invalid,  illegal.  or  unenforceable  in any
respect, such invalidity,  illegality,  or unenforceability shall not affect any
other  provisions  hereof,  and this  Agreement  shall be  construed  as if such
invalid, illegal, or unenforceable provision had never been contained herein.

     In Witness Whereof, the parties have executed this Agreement as of the date
first written above.

                                       Lone Wolf Energy, Inc.



                                       By: /s/ MARC NEWMAN                     
                                       Marc Newman, President


                                       Eagle Capital International, Ltd.


                                       By                                       

                                       Title:                                  



<PAGE>

                                  
                                  Exhibit 23.0

                         CONSENT OF INDEPENDENT AUDITORS


     To the Board of Directors and Stockholders of Lone Wolf Energy, Inc.

     We hereby do consent to the inclusion of the December 31, 1998  independent
auditor's  report in the Lone Wolf Energy,  Inc.  FORM 10-KSB for the year ended
December 31, 1998.


                                              Henderson, Sutton & Company P. C.

                                         /s/  Henderson, Sutton & Company, P. C.
                                        ----------------------------------------
                                              Certified Public Accountants

       March 30, 1999