SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
----------------------
<P>
CURRENT REPORT
<P>
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
<P>
Date of Earliest Event Reported: September 23, 1999
<P>
UNICO INC.
(Exact name of registrant as specified in its charter)
<P>
Delaware 0-15303 73-1215433
(State or other
jurisdiction (Commission File Number) (IRS Employer
of incorporation or Identification No.)
organization)
<P>
Harbor Park, 333 Ludlow Street, Stamford, CT 06902
(Address of principal executive offices, including zip code)
<P>
(203) 323-6299
(Registrant's telephone number, including area code)
<P>
Item 2. Acquisition or Disposition of Assets.
- ---------------------------------------------
<P>
On June 25, 1999, as a result of the Agreement (the
"Agreement") entered into between Unico, Inc. ("Unico" or
the "Company"), Southwin Financial Ltd.("Southwin"), T.C.
Equities, Ltd. (known in the Agreement as X Corp.)
("TCE") and Nathan International, Inc. (known in the
Agreement as Y Corp.) ("Nathan"), Unico purchased all of
the issued and outstanding 40,027,951 shares of common stock
of Silver Valley Energy, Inc. ("Spring Valley") owned by
Southwin. Southwin received 1,080,000 restricted common
shares of Unico and Nathan received 3,500,000 restricted
common shares of Unico. Such restricted shares
were restricted for one (1) year from the date of issuance
pursuant to Rule 144 of the Securities Act of 1933.
<P>
Unico agreed to undertake a 3-1 reverse split of its issued
and outstanding common shares, par value $.01 prior to the
issuance of the restricted shares to Southwin and Nathan
set forth above. In addition, TCE agreed to issue
120,000 free trading shares of Unico's common stock to
Southwin. Unico agreed that its shares of common stock
tendered to Southwin would not be subject to the stock split
reversal set forth above or any other stock split reversal
for a period of twelve (12) months from the date of the
closing. Unico agreed that within 90 days from the date of
the Agreement it will maintain a minimum bid price of not
less than $2.00 per share for its common stock which at such
time was listed on the OTC Electronic Bulletin Board and is
still listed on the OTC Electronic Bulletin Board.
<P>
Silver Valley Energy was the owner of certain oil and gas
reserves with a valuation of $40,027,951.
<P>
On November 30, 1999, as a result of an Amended and Restated
Agreement (the "Amended Agreement") amending the Agreement
entered into between Unico, Inc. ("Unico" or the "Company"),
Southwin Financial Ltd.("Southwin"), Nathan International,
Inc. ("Nathan") and T.C. Equities, Inc. ("TC Equities"),
Southwin agreed to assign and return 1,080,000 restricted
Unico common shares to Unico and Nathan agreed to pay
$35,000 in cash to Unico. In consideration thereof, Unico
agreed to pay $35,000 to Southwin, Nathan agreed to assign
250,000 restricted Unico common shares to Southwin, and TC
Equities agreed to assign 50,000 free trading shares to
Southwin.
<P>
Unico agreed that the 50,000 shares assigned to Southwin
from TC Equities shall not be subject to a stock split
reversal before September 30, 2000 and the 250,000 shares
from Nathan to Southwin shall not be subject to a stock
split reversal before March 31, 2001. Southwin agreed to
execute, before December 31, 1999, a correction Assignment
of Oil, Gas & Mineral to Silver Valley Energy, Inc. to
remove the "90 day, $2.00 minimum bid price" language in the
Agreement.
<P>
A copy of the Agreement and the Amended Agreement
accompanies this Report, which, by this reference, is
incorporated herein; the foregoing summary is modified in
its entirety by such reference.
<P>
Exhibits pursuant to Item 601 of Regulation S-B:
Exhibit No. Description
----------- -----------
2.1 Agreement
2.2 Amended and Restated Agreement
<P>
SIGNATURES
<P>
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Company has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly
authorized.
<P>
UNICO, INC.
<P>
/s/ Jay Weppler, President
- --------------------------
By: JAY WEPPLER, President
<P>
Date: February 16, 2000
<P>
FOX, BYRD & GOLDEN, P.C.
Certified Public Accountants
<P>
Board of Directors
Silver Valley Energy, inc.
Abilene, Texas
<P>
INDEPENDENT AUDITOR'S REPORT
----------------------------
<P>
We have audited the accompanying balance sheet of Silver
Valley Energy, Inc. (a development stage company and wholly
owned subsidiary of Unico, Inc.) as of June 30, 1999, and
the related statements of income, stockholders' equity and
cash flows from inception (October 15, 1997) to June 30,
1999. These financials statements are the responsibility of
the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit
in accordance with standards established by the American
Institute of Certified Public Accountants.
<P>
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan an
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 and disclosures 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 of the
financial statement provides a reasonable basis for our
opinion.
<P>
In our opinion, the financial statements referred to above
present a fairly in all materials respects, the financial
position of Silver Valley Energy, Inc. as of June 30, 1999,
and the results of its operation and cash flows for the
initial period then ended in conformity with generally
accepted accounting principles.
<P>
AS more fully explained in Note 2, the accompanying balance
sheet includes oil and gas properties stated at $40,027,951.
The ultimate recovery of such amount is dependent on the
success of future development of the properties and in the
Company's ability to complete the development.
<P>
/s/Fox Byrd & Golden P.C.
<P>
September 14, 1999
<P>
SILVER VALLEY ENERGY, INC.
BALANCE SHEET
(A Developmental Stage Company)
June 30, 1999
<P>
ASSETS
------
<TABLE>
<S> <C>
OIL AND GAS PROPERTIES (Note 2) $40,027,951
-----------
$40,027,951
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<P>
LIABILITIES
<P>
COMMITMENTS AND CONTINGENT LIABILITIES
<P>
STOCKHOLDER'S EQUITY
Common stock, $1.00 par value, 50,000,000 shares
authorized, 40,027,951 issued and
outstanding (Note 3) $40,027,951
-----------
$40,027,951
===========
<P>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<P>
SILVER VALLEY ENERGY, INC.
STATEMENT OF INCOME
(A Developmental Stage Company)
For the Year Ended June 30, 1999 and
The period from October 15, 1997 (Date of
Inception) to June 30, 1999
---------------------------
<P>
<TABLE>
<S> <C> <C>
YEAR OCTOBER 15, 1997
ENDED (INCEPTION) to
JUNE 30, 1999 JUNE 30, 1999
------------- ----------------
<P>
REVENUE $ 0 $ 0
<P>
EXPENSES 0 0
------------ -------------
<P>
NET INCOME (LOSS) $ 0 $ 0
------------ -------------
<P>
</TABLE>
<P>
The accompanying notes are an integral part of these
financial statements.
<P>
SILVER VALLEY ENERGY, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
(A Developmental Stage Company)
The period from October 15, 1997 (Date of
Inception) to June 30, 1999
---------------------------
<P>
<TABLE>
<S> <C> <C> <C> <C> <C>
Additional Retained
Common Paid-In Treasury Earnings
Stock Capital Stock (Deficit) Total
----------------------------------------------------
BALANCE, Beginning of period $ 0 $ 0 $ 0 $ 0 $ 0
<P>
40,027,951 shares of common stock
issued ($1.00 par value) 40,027,951 40,027,951
<P>
Net Income (loss) 0 0
---------- --------- -------- -------- ----------
<P>
BALANCE, End of period $40,027,951 $ 0 $ 0 $ 0 $40,027,951
=========== ========== ======== ======== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<P>
SILVER VALLEY ENERGY, INC.
STATEMENT OF CASH FLOWS
(A Developmental Stage Company)
The period from October 15, 1997 (Date of
Inception) to June 30, 1999
---------------------------
<TABLE>
<S> <C> <C>
YEAR OCTOBER 15, 1997
ENDED (INCEPTION) to
JUNE 30, 1999 JUNE 30, 1999
------------- ----------------
<P>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 0 $ 0
Adjustment to reconcile net loss to cash
used in operating activity:
Expense incurred in exchange for common
stock 0 0
------------- -----------------
Net Cash Used in Operating Activity 0 0
<P>
CASH FLOWS FROM INVESTING ACTIVITIES 0 0
<P>
CASH FLOWS FROM FINANCING ACTIVITIES 0 0
------------- -----------------
NET INCREASE IN CASH 0 0
<P>
CASH, Beginning of period 0 0
------------- -----------------
CASH, End of period $ 0 $ 0
============= =================
</TABLE>
SUPPLEMENTAL DISCLOSURES ON CASH FLOW INFORMATION
-------------------------------------------------
<TABLE>
<S> <C>
SCHEDULE OF NONCASH INVESTING
AND FINANCING TRANSACTIONS
Oil and gas property $ 40,027,951
Common stock (40,027,951)
-------------
Cash Paid $ 0
=============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
SILVER VALLEY ENERGY, INC.
NOTES TO THE FINANCIAL STATEMENT
June 30, 1999
--------------------------------
<P>
NOTE 1. - ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
<P>
These financial statements include the accounts of Silver
Valley Energy, Inc. (the "Company"), a Texas corporation,
which was formed on October 15, 1997. The Company is a
development stage company as of June 30, 1999, as operations
have not begun. Planned operations of the Company include
the exploration and production of oil and gas in Texas. In
June, 1999, the Company became a wholly owned subsidiary of
Unico, Inc.
<P>
The Company uses the successful efforts method of accounting
for oil and gas producing activities. Costs to acquire
mineral interests in oil and gas properties, to drill and
equip exploratory wells that find proved reserves, and to
drill and equip development wells are capitalized. Costs to
drill exploratory wells that do not find proved reserves,
geological and geophysical costs, and costs of carrying and
retaining unproved properties are expensed.
<P>
The preparation of financial statements in conformity with
generally accepted accounting principles required management
to make estimated and assumption that affect certain
reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
<P>
Significant estimates include the valuation of proved
undeveloped reserves related to the oil and gas properties
constitute 100% of total assets at June 30, 1999. The
ultimate recovery of proved undeveloped reserves is
dependent on the success of future development of the
properties and in the Company's ability to complete the
development.
<P>
NOTE 2 - OIL AND GAS PROPERTIES
- -------------------------------
<P>
On June 23, 1999, the Company issued 40,027,951 shares of
common stock in exchange for an assignment of an oil, gas
and mineral lease from Southwin financial Ltd. The lease
consists of approximately 1,340 acres and is located in
Pecos County, Texas.
<P>
The oil and gas property has been appraised by Nova
Petroleum Resource Co., Certified Petroleum Geologists and
Registered Professional Engineers, in the Summary of
Reserves and Valuation dated June 56, 1999. The report
appraised 1,340 acres described above. This report
classified the petroleum reserves as proved undeveloped
reserves and supports the following valuation of the 1,340
acres:
<TABLE>
<S> <C> <C> <C>
Net Present Value Net Present Value
Net Oil Net Gas @ 0% Discount @ 10% Discount
(Bbls) (MCF) $USD $USD
- ------- ------- ----------------- -----------------
0 55,699,072 $114,582,157 $40,027,951
</TABLE>
<P>
The net present value of the oil and gas reserves is based
on estimates of future cash flows and cash outflows over 30
years. The cash outflows include direct and indirect production
costs. In addition, future cash outflows include
severance and ad valorem taxes but not income taxes. A
definition of proved undeveloped reserves is presented in
the Nova Petroleum resource Company report:
<P>
Undeveloped - reserves that are recoverable from
additional wells yet to be drilled.
<P>
Undeveloped reserves are those considered proved for
production by reasonable geological interpretation of
adequate subsurface control in reservoirs that are producing
or proved by other wells but are not recoverable from
existing wells. This classification of reserves requires
drilling of additional wells, major deepening of existing
wells, or installation of enhanced recovery or other
facilities.
<P>
NOTE 3 - STOCKHOLDER'S EQUITY
- -----------------------------
<P>
On June 23, 1999, the Company issued 40,027,951 shares of
common stock in exchange for oil. Gas and mineral lease
which has been assigned an amount equivalent to the fair
value of the oil and gas properties received (Note 2).
<P>
INDEX TO EXHIBITS
<P>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<P>
2.1 Agreement
2.2 Amended and Restated Agreement
<P>
AGREEMENT BY AND BETWEEN
SOUTHWIN FINANCIAL LTD., AND UNICO, INC.
----------------------------------------
<P>
This Agreement ("Agreement") entered into June 25,
1999, is by and between SOUTHWIN FINANCIAL, LTD., a Belize
Corporation (hereinafter referred to as "Seller"), and
UNICO, INC., a Delaware Corporation ("Purchaser") X-Corp.,
(hereinafter referred to as "X-Corp") and Y-Corp.,
(hereinafter referred to as "Y-Corp").
<P>
Recitals
<P>
WHEREAS, Southwin Financial Ltd., believes it to be in
the best interests of its shareholders who own all of the
authorized, issued and outstanding 40,027,951 shares of the
Common Stock of Silver Valley Energy, Inc., a Texas
Corporation, (hereinafter referred to as "SVE") to sell
these shares to the Purchaser,
<P>
WHEREAS, the Purchaser believes it will be in the best
interest to its business and in the best interest of its
shareholders, to acquire the 40,027,951 shares (hereinafter
referred to as the "Shares") of the authorized and issued
shares of the Seller, and
<P>
WHEREAS, Purchaser agrees to reverse split one for
three (1:3) its currently issued and outstanding 6,331,817
shares of Common Stock, par value $.01, and thereafter issue
1,080,000 restricted new shares, par value $.01 to Seller
and/or assigns or nominees, and 3,500,000 restricted new
shares, par value $.01 to Y-Corp. in consideration for SVE,
<P>
WHEREAS, X-Corp. assigns 120,000 free trading shares,
par value $.01 to Seller or its designees, and
<P>
WHEREAS, Purchaser will, based upon this transaction,
within 90 days from the date of this Agreement, maintain a
minimum bid price not less than $2.00 per share for its
common stock, listed on NASD-OTC.
<P>
NOW, THEREFORE, In consideration of the mutual promises
of the parties; in reliance on the representations,
warranties, covenants, and conditions contained in this
Agreement; and for other good and valuable considerations,
the parties agree as follows:
<P>
1) Sale of Assets
--------------
<P>
Seller agrees to sell, convey, transfer, assign and deliver
to Purchaser, and Purchaser agrees to purchase or accept
from Seller, Forty million Twenty-Seven Thousand Nine
Hundred Fifty One (40,027,951) shares of the authorized and
issued Common Stock of Silver Valley Energy, Inc.
<P>
2) Consideration
-------------
<P>
In consideration of the sale and transfer of the Shares of
Silver Valley Energy, Inc., and the representations,
warranties, and covenants of Seller set forth in this
Agreement, Purchaser shall issue to Seller, or its nominees,
(i) One Million Eighty Thousand (1,080,000) restricted 144
shares of Purchaser's Common Stock (hereinafter referred to
as ("Restricted Securities") to be restricted from sale by
Seller for a period of one (1) year from the date of
closing; (ii) Three million Five Hundred Thousand
(3,500,000) restricted 144 shares of the Purchaser's Common
Stock to Y-Corp; (iii) X-Corp., shall transfer to Seller,
or its designees, One Hundred Twenty Thousand (120,000) free
trading shares of Purchasers' Common Stock as follows:
<P>
(a) One Hundred and Twenty Thousand (120,000) of
the free trading shares shall be lodged with a Brokerage
Firm of Sellers choice without restrictions for sale, with
all the proceeds from any sale going to Seller or its
assigns.
<P>
(b) The 120,000 free trading shares shall not be
subject to a stock split reversal for a period of twelve
(12) months from the date of closing.
<P>
(c) The 1,080,000 restricted shares shall not be
subject to a stock split reversal for a period of twelve
(12) months from the date of closing.
<P>
(d) Share certificates delivered to the Purchaser
shall be in such denominations, amounts and names as may be
requested by Seller. For the purpose herein, the restricted
shares and the free trading shares are sometimes referred
collectively to as (the "Securities").
<P>
(e) Purchaser undertakes to change its name to
Nateko, Corp. which name has been reserved, and change its
trading symbol to NTKO or similar designated trading symbol.
<P>
3) Representations and Warrants
----------------------------
<P>
Seller represents and warrants to Buyer as follows:
<P>
(a) Seller has the financial ability to bear the
economic risk of its investment in the Securities, has
adequate means of providing for its current needs and
contingencies, and has no need for immediate liquidity in
its investment in the Securities. Further, alone or with
representatives or advisors, if any, Seller has such
knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the
transaction contemplated by this Agreement.
<P>
(b) Seller has had the opportunity to ask various
officers of Buyer regarding its assets, business and
prospects, and has received satisfactory answers to all such
questions, if any. No representative of Buyer has made any
representation regarding the current or future value of the
Securities, and Seller has not relied on any such
representation in deciding to undertake the transaction
contemplated by this Agreement. In making the decision to
invest in Buyer, Seller has relied solely upon independent
investigation, if any, made by him or on his behalf.
<P>
(c) The Securities will be acquired by Seller in
good faith for investment purposes only, and are not being
acquired with a view to, or for, a "distribution" thereof
within the meaning of the Securities Act of 1933, as amended
(the "Securities Act").
<P>
(d) Seller understands agrees and covenants with
Buyer that the Restricted Securities have not been
registered under the Securities Act, and agrees that none of
the Restricted Securities may be sold, offered for sale,
transferred, pledged, hypothecated or otherwise disposed of
except in compliance the Securities Act. Seller will not,
directly or indirectly, voluntarily offer, sell, transfer,
pledge, hypothecate or otherwise dispose of (or solicit any
offers to purchase or otherwise acquire or take a pledge of)
any of the Restricted Securities unless (i) registered
pursuant to the provisions of the Securities Act, or (ii) an
exemption from registration is available under the
Securities Act. Seller has been advised that Buyer does not
have an obligation, and does not intend, to cause the
Restricted Securities to be registered under the Act, or to
take any action necessary for Seller to comply with any
exemption under the Securities Act that would permit the
Restricted Securities to be sold by Seller. Seller further
understands that the Restricted Securities will bear
substantially the following restrictive legend:
<P>
THE SHARES OF STOCK EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("THE ACT") NOR QUALIFIED UNDER THE SECURITIES LAWS OF
ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON
EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATIONS FOR
PUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER,
PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH
SECURITIES OR ANY INTEREST THEREIN MAY NOT BE
ACCOMPLISHED PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO
AN OPINION OF COUNCIL SATISFACTORY IN FORM AND SUBSTANCE
TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION AND
QUALIFICATION RE NOT REQUIRED.
<P>
(e) Seller is a corporation duly organized, validly
existing and in good standing under the laws of Belize.
Seller has all requisite power and authority (corporate and,
when applicable, government) to own, operate, and carry on
its business as now being conducted.
<P>
(f) Seller is the sole owner of the 40,027,951
shares of SVE with full right to sell or dispose of the
shares as Seller my choose. SVE is the owner of certain oil
and gas reserves with a valuation of $40,027,951 as verified
by certified petroleum geologist Joseph V. Rochefort,
attached hereto as Exhibit "A". Seller neither makes nor
gives any warranty or guaranty, express or implied,
regarding the appraisal attached hereto as Exhibit A.
Purchaser hereby discharges and indemnifies Seller against
all debts, liabilities, losses or obligations made or
incurred in connection with the appraisal attached hereto as
Exhibit A.
<P>
(g) Upon Purchasers demand, Seller undertakes to
within 30 days thereof, arrange for audit financials of SVE,
including the assets described herein, as of the date of
Close of this transaction pursuant to US GAAP and the
requirements from the Securities and Exchange Commission for
publicly listed companies. Costs for such audit at an
expected amount of $2,800, will be at the sole expense by
Purchaser.
<P>
(h) Seller represents and warrants that the assets
described in Exhibit A are the sole assets of SVE, and when
sold and delivered in accordance with the terms hereof for
the consideration expressed herein, will be fully paid and
non-assessable. Seller further represents and warrants to
Buyer that SVE never has had, currently not has and as of
the day of Close not will have any other assets or any
liability whatsoever.
<P>
(i) Seller or SVE is not in default or in violation
of any law, regulation, court order, or order of any
federal, state, municipal, foreign, or other government
department, board, bureau, agency, or instrumentality,
wherever located, that would materially adversely affect
this agreement or future prospects.
<P>
(j) There are no pending, outstanding, or
threatened claims; legal, administrative, or other
proceedings; or suits, investigations, inquiries,
complaints, notices of violation, judgments, injunctions,
orders, directives, or restrictions against or involving
Seller or SVE regarding the interests that are the subject
of this Agreement, or any of Seller's or SVE's officers,
directors, employees, or stockholders that will materially
adversely affect Seller, SVE or this agreement.
<P>
(k) Seller has full power and authority to execute,
deliver, and/or consummate this Agreement. All reports and
returns required to be filed with any government and
regulatory agency with respect to this transaction have been
or will be property filed. Except as otherwise disclosed in
this Agreement, no notice to or approval by any other
person, form or entity, including governmental authorities
is required of Seller or SVE to consummate the transaction
contemplated by this Agreement.
<P>
(l) No representation or covenant made to Purchaser
in this Agreement nor any document, certificate, exhibit, or
other information given or delivered to Purchaser pursuant
to this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit a
material fact necessary to make the statements contained in
this Agreement or the matters disclosed in the related
documents, certificates, information, or exhibits not
misleading, except as otherwise stated herein.
<P>
(m) Seller affirms that all of the representations
and warranties of Seller contained herein, and all
information furnished by Seller to Buyer, are true, correct
and compete in all respects.
<P>
(n) Seller will not sell, pledge, lease mortgage,
encumber, dispose of, or agree to do any of these acts
regarding any of the assets listed in this agreement.
<P>
4) Indemnification by Seller
-------------------------
<P>
Seller agrees to indemnify and hold Buyer harmless
against, and will reimburse Buyer on demand for, any
payment, loss, cost or expense (including reasonable
attorney's fees and reasonable costs of investigation
incurred in defending against such payment, loss, cost or
expense claim therefore) made or incurred by or asserted
against Buyer in respect of any omission, misrepresentation
or breach of warranty on the part of Seller contained in
this Agreement.
<P>
5) Purchaser represents and warrants to Seller as
follows:
----------------------------------------------
<P>
(a) Purchaser is a corporation duly organized,
validly existing and in good standing, under the laws of the
State of Delaware. Purchaser has all requisite power and
authority (corporate and, when applicable, government) to
own, operate, and carry on its business as now being
conducted.
<P>
(b) Purchaser is the sole owner of its Restricted
Securities listed in this Agreement with full right to sell
or dispose of it as purchaser may choose. X-Corp. is the
sole owner of free trading Securities listed in this
Agreement with full right to sell or dispose of it as herein
described.
<P>
(c) Purchaser is a "Reporting Issuer" and is
current in its filings with the SEC (except for Buyer's
annual report of December 31, 1998 and its quarterly report
for the first quarter of 1999 on Form 10-QSB and 10-KSB
respectively.
<P>
(d) Purchaser is not in default or in violation of
any law, regulation, court order, or order of any federal,
state municipal, foreign, or other government department,
board bureau, agency, or instrumentally, wherever located,
that would materially affect this Agreement.
<P>
(e) There are no pending, outstanding or threatened
claims; legal administrative, or other proceedings; or
suits, investigations, inquiries, complaints, notices of
violation, judgements, injunctions, orders, directives, or
restrictions against or involving Purchaser or X-Corp
regarding the stock that is the subject of this Agreement,
or any of Purchaser's officers, directors, employees, or
stockholders that will materially adversely affect Purchaser
or this Agreement.
<P>
(f) Purchaser has full power and authority to
execute, deliver, and/or consummate this Agreement. Except
as otherwise disclosed in this Agreement, no notice pr
approval by any other person, form or entity, including
governmental authorities, is required of Purchaser to
consummate the transaction contemplated by this Agreement.
<P>
(g) No representation or covenant made to Seller in
this Agreement nor any document, certificate, exhibit, or
other information given or delivered to Seller pursuant to
this Agreement contains or will contain any untrue statement
of a material fact necessary to make the statements
contained in this Agreement or the matters disclosed in the
related documents, certificates, information, or exhibits
not misleading, except as otherwise stated herein.
<P>
6) Indemnification by Purchaser
----------------------------
<P>
Purchaser agrees to indemnify and hold Seller harmless
against, and will reimburse Seller on demand for, any
payment, loss, cost or expense (including reasonable
attorney's fees and reasonable costs of investigation
incurred in defending against such payment, loss, cost or
expense claim therefore) made or incurred by or asserted
against Seller in respect of any omission, misrepresentation
or breach of warranty on the part of Purchaser contained in
this Agreement.
<P>
7) Covenants
---------
<P>
Seller covenants with Purchaser and Purchaser covenants with
Seller, that from and after the date of this Agreement,
Seller and Purchaser will:
(a) Assist and cooperate with Purchaser or Seller
in resisting any claim of any claim by any broker,
investment banker, or third party for any brokerage fee,
finder's fee, or commission against Purchaser or Seller in
connection with the transactions contemplated by this
Agreement.
<P>
(b) As soon as reasonably practical after the
execution of this Agreement, obtain and furnish the written
consents of all entities necessary to approve this sale, if
required, or deemed necessary by Purchaser or Seller.
<P>
8) Closing
-------
<P>
The parties agree to use their best efforts to
consummate this transaction ("Closing"). The closing shall
take place within the offices of the Seller and Purchaser
and finalized with the exchange via fax of the duly signed
Agreement, on or before July 18, 1999, or at such other
time, date and place as mutually agreed upon by Seller and
Purchaser ("Closing Date").
<P>
9) Parties' obligation at the Closing
----------------------------------
<P>
(a) Seller's obligation at the Closing
At the Closing, Seller shall deliver to Purchaser 40,027,951
shares of the authorized and issued Common Stock of SVE.
<P>
(b) Purchaser's obligation at the Closing
At the Closing, Purchaser shall issue against delivery of
the 40,027,951 shares, and the assets specified herein,
deliver to Seller 1,080,000 restricted shares and 120,000
free trading shares as specified in paragraph 2 (a) and (b).
<P>
10) Effective date
--------------
<P>
This Agreement shall be become effective, upon
execution by authorized, witnessed, signatures of the
Constituents. The exchange of physical shares involved in
the herein detailed transaction shall be accomplished within
30 days.
<P>
11) Counterparts
------------
<P>
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument. This document may be executed by the
Constituents, utilizing Facsimile Transmission, to bind this
Agreement, and it shall be as legally binding as executed in
hard copy.
<P>
12. General provisions
------------------
<P>
(a) Survival of Representations, Warranties, and
Covenants
--------------------------------------------
The representations, covenants, and agreements of the
parties contained in this Agreement or contained in any
writing delivered pursuant to this Agreement shall survive
the Closing date.
<P>
(b) Notices
-------
All notices that are required or that may be given
pursuant to the terms of this Agreement shall be in writing
and shall be sufficient in all respects if given in writing
and delivered personally or by registered mail, return
receipt requested, postage prepaid as follows:
<P>
If to Seller: Charles M. Childers
3241 South First Street
Abilene, Texas, 79605
<P>
If to Purchaser: Tom Simeo
1562 First Avenue, Suite 235
New York, New York 10028
<P>
13) Assignment
----------
<P>
This Agreement shall be binding on and inure to the
benefit of the parties to this Agreement and their
respective successors and permitted assigns. This Agreement
may no be assigned by any party without the written consent
of all parties thereto and any attempt to make an assignment
without consent is void.
<P>
14) Governing Law
-------------
<P>
This Agreement shall be construed and governed by the laws
of the State of Texas. Venue shall be in Taylor County,
Texas.
<P>
15) Amendments; Waiver
------------------
<P>
This Agreement may be amended only in writing by the mutual
consent of all the parties, evidenced by all necessary and
proper corporate authority. No waiver of any provision of
this Agreement shall arise from any action or inaction of
any party, except an instrument in writing expressly waiving
the provision executed by the party entitled to the benefit
of the provision.
<P>
(a) Non Waiver
----------
<P>
The failure of any constituent to this Agreement, to
insist in any one or more cases upon the performance by
another Constituent, of any of the provisions, terms or
conditions of this Agreement, or to fail to exercise any
option herein contained, shall not be construed as a waiver
or relinquishment of any other provision, terms or condition
to this Agreement. No waiver by a Constituent, shall be
construed as a waiver with respect to any other subsequent
breach.
<P>
(b) Captions and Headings
---------------------
The Article and paragraph headings throughout this
Agreement are for convenience and reference only and shall
not define, limit, or add the meaning of any provision of
this Agreement.
<P>
(c) Mutual Consideration
--------------------
The Constituents hereto shall cooperate with each other
to achieve the mutual desired purpose of this Agreement and
shall execute such other and further documents and take such
other and further actions as may be necessary or convenient
to successfully accomplish the intention of the transaction
described herein, for the best interest of each of the
Constituent Companies.
<P>
(d) Any exhibit referred to in this Agreement, but
not currently available, shall be provided at the earliest
possible date. The representations by the Constituents
hereto, of this Agreement, and in any Attachments and
Addendums hereto, shall survive the Effective date hereof,
and shall supersede any and all prior agreements and
understandings if any, between the Constituent Companies, or
by vote of shareholders carrying the right to vote a
majority of the controlling shares of the parent
corporation.
<P>
[SIGNATORIES APPEAR ON THE NEXT PAGE]
<P>
Signed on the dates below to be effective the day of
, 1999
Seller:
SOUTHWIN FINANCIAL, LTD.
Date: By:
<P>
Purchaser:
Unico, Inc.
Date: By:
<P>
X-Corp.
Date: By:
<P>
Y-Corp.
Date: By:
<P>
AMENDED AND RESTATED AGREEMENT BY AND BETWEEN
SOUTHWIN FINANCIAL LTD., UNICO, INC.,
T.C. EQUITIES, LTD AND NATHAN INTERNATIONAL, INC.
<P>
THIS AGREEMENT dated as of November 30, 1999 (the
"Agreement"), is by and between SOUTHWIN FINANCIAL, LTD., a
Belize Corporation (hereinafter referred to as "SOUTHWIN"),
and UNICO, INC., a Delaware Corporation (hereinafter
referred to as "UNICO"), Nathan International, Inc.
(hereinafter referred to as "NATHAN") and T.C. Equities,
Ltd. (hereinafter referred to as "TCE"). (All the
Constituents hereto are sometimes referred to as the
"Parties").
<P>
SOUTHWIN and UNICO executed an Agreement dated as of
June 23, 1999 (the "Prior Agreement") and wish to amend and
restate the Prior Agreement in its entirety in this
Agreement.
<P>
Recitals
<P>
WHEREAS, UNICO on June 23, 1999 acquired all of the
issued and outstanding 40,027,951 shares of Silver Valley,
Energy, Inc., a Texas corporation (hereinafter referred to
as "SVE") including its proved oil and gas properties
independent valued at $40,027,951 from SOUTHWIN,
<P>
WHEREAS, UNICO on September 30, 1999, issued 1,080,000
restricted shares of Common Stock, par value $.01, to
SOUTHWIN and or its designees and issued 3,500,000 shares,
par value $.0,1 to NATHAN,
<P>
WHEREAS, TCE undertook to assign 175,000 shares of
Common Stock, par value $.01 to SOUTHWIN or its designees,
<P>
WHEREAS, SOUTHWIN agrees to assign and return the
1,080,000 of Unico Common Stock to UNICO,
<P>
WHEREAS, NATHAN agrees to assign 250,000 restricted
shares of Common Stock, par value $.01 to SOUTHWIN and pay
$35,000 in cash to UNICO,
<P>
WHEREAS, UNICO agrees to pay $35,000 in cash to
SOUTHWIN and
<P>
WHEREAS, TCE agrees to assign 50,000 shares to
SOUTHWIN.
<P>
NOW, THEREFORE, In consideration of the mutual promises
of the parties; in reliance on the representations,
warranties, covenants, and conditions contained in this
Agreement; and for other good and valuable considerations,
the parties agree as follows:
<P>
1) Cancellation of Shares
----------------------
<P>
SOUTHWIN and its designees agree to transfer, convey,
assign and deliver back to UNICO all the previously on
September 30, 1999 issued and by SOUTHWIN and its designees
received, 1,080,000 shares of Unico Common Stock, par value
$.01.
<P>
2) Share transfer
--------------
<P>
(a) NATHAN agrees to transfer, convey, assign and
deliver 250,000 restricted shares of Unico Common Stock, par
value $.01 to SOUTHWIN and/or its designees.
<P>
(b) TCE agrees to transfer, convey, assign and
deliver 50,000 shares of Unico Common Stock, par value $.01
to SOUTHWIN and/or its designees.
<P>
(c) The 50,000 shares assigned from TCE to SOUTHWIN
shall not be subject to a stock split reversal before
September 30, 2000.
<P>
(d) The 250,000 shares assigned from NATHAN to
SOUTHWIN shall not be subject to a stock split reversal
before March 31, 2001.
<P>
(e) Share certificates delivered to UNICO shall be
in such denominations, amounts and names as may be requested
by SOUTHWIN. For the purpose herein, the shares are
sometimes referred collectively to as (the "Securities").
<P>
3) Cash Consideration
------------------
<P>
(a) In consideration of the sale and transfer of
the previously, by Unico on September 30, 1999, issued
restricted shares of Unico Common Stock, par value $.01 to
NATHAN, NATHAN shall pay to $35,000 in cash on or before
December 31, 1999 to UNICO.
<P>
(b) In consideration of the sale and transfer of
the previously, from SOUTHWIN, acquired Silver Valley
Energy, Inc., UNICO shall pay $35,000 in cash on or before
December 31, 1999 to SOUTHWIN.
<P>
4) Representations and Warrants
----------------------------
<P>
SOUTHWIN represents and warrants to NATHAN and TCE as
follows:
<P>
(a) SOUTHWIN has the financial ability to bear the
economic risk of its investment in the Securities, has
adequate means of providing for its current needs and
contingencies, and has no need for immediate liquidity in
its investment in the Securities. Further, alone or with
representatives or advisors, if any, SOUTHWIN has such
knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the
transaction contemplated by this Agreement.
<P>
(b) SOUTHWIN has had the opportunity to ask various
officers of UNICO regarding its assets, business and
prospects, and has received satisfactory answers to all such
questions, if any. No representative of UNICO has made any
representation regarding the current or future value of the
Securities, and SOUTHWIN has not relied on any such
representation in deciding to undertake the transaction
contemplated by this Agreement. In making the decision to
invest in UNICO, SOUTHWIN has relied solely upon independent
investigation, if any, made by him or on his behalf.
<P>
(c) The Securities will be acquired by SOUTHWIN in
good faith for investment purposes only, and are not being
acquired with a view to, or for, a "distribution" thereof
within the meaning of the Securities Act of 1933, as amended
(the "Securities Act").
<P>
(d) SOUTHWIN understands agrees and covenants with
UNICO that the Restricted Securities have not been
registered under the Securities Act, and agrees that none of
the Restricted Securities may be sold, offered for sale,
transferred, pledged, hypothecated or otherwise disposed of
except in compliance the Securities Act. SOUTHWIN will not,
directly or indirectly, voluntarily offer, sell, transfer,
pledge, hypothecate or otherwise dispose of (or solicit any
offers to purchase or otherwise acquire or take a pledge of)
any of the Restricted Securities unless (i) registered
pursuant to the provisions of the Securities Act, or (ii) an
exemption from registration is available under the
Securities Act. SOUTHWIN has been advised that UNICO does
not have an obligation, and does not intend, to cause the
Restricted Securities to be registered under the Act, or to
take any action necessary for SOUTHWIN to comply with any
exemption under the Securities Act that would permit the
Restricted Securities to be sold by SOUTHWIN. SOUTHWIN
further understands that the Restricted Securities will bear
substantially the following restrictive legend:
<P>
THE SHARES OF STOCK EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("THE ACT") NOR QUALIFIED UNDER THE SECURITIES LAWS OF
ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON
EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATIONS FOR
PUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER,
PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH
SECURITIES OR ANY INTEREST THEREIN MAY NOT BE
ACCOMPLISHED PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN
OPINION OF COUNCIL SATISFACTORY IN FORM AND SUBSTANCE TO
THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION AND
QUALIFICATION RE NOT REQUIRED.
<P>
(e) SOUTHWIN is a corporation duly organized,
validly existing and in good standing under the laws of
Belize. SOUTHWIN has all requisite power and authority
(corporate and, when applicable, government) to own,
operate, and carry on its business as now being conducted.
<P>
(f) SOUTHWIN is not in default or in violation of
any law, regulation, court order, or order of any federal,
state, municipal, foreign, or other government department,
board, bureau, agency, or instrumentality, wherever located,
that would materially adversely affect this agreement or
future prospects.
<P>
(g) There are no pending, outstanding, or
threatened claims; legal, administrative, or other
proceedings; or suits, investigations, inquiries,
complaints, notices of violation, judgments, injunctions,
orders, directives, or restrictions against or involving
SOUTHWIN regarding the interests that are the subject of
this Agreement, or any of SOUTHWIN's or Silver valley
Energy, Inc's ("SVE") officers, directors, employees, or
stockholders that will materially adversely affect SOUTHWIN,
SVE or this agreement.
<P>
(h) SOUTHWIN has full power and authority to
execute, deliver, and/or consummate this Agreement. All
reports and returns required to be filed with any government
and regulatory agency with respect to this transaction have
been or will be property filed. Except as otherwise
disclosed in this Agreement, no notice to or approval by any
other person, form or entity, including governmental
authorities is required of SOUTHWIN to consummate the
transaction contemplated by this Agreement.
<P>
(i) No representation or covenant made to NATHAN,
TCE or UNICO in this Agreement nor any document,
certificate, exhibit, or other information given or
delivered to either Party pursuant to this Agreement
contains or will contain any untrue statement of a material
fact or omits or will omit a material fact necessary to make
the statements contained in this Agreement or the matters
disclosed in the related documents, certificates,
information, or exhibits not misleading, except as otherwise
stated herein.
<P>
(j) SOUTHWIN affirms that all of the
representations and warranties of SOUTHWIN contained herein,
and all information furnished by SOUTHWIN to NATHAN, TCE or
UNICO, are true, correct and compete in all respects.
<P>
5) Indemnification by SOUTHWIN
---------------------------
<P>
SOUTHWIN agrees to indemnify and hold NATHAN, TCE or
UNICO harmless against, and will reimburse UNICO on demand
for, any payment, loss, cost or expense (including
reasonable attorney's fees and reasonable costs of
investigation incurred in defending against such payment,
loss, cost or expense claim therefore) made or incurred by
or asserted against NATHAN, TCE or UNICO in respect of any
omission, misrepresentation or breach of warranty on the
part of SOUTHWIN contained in this Agreement.
<P>
6) NATHAN and TCE represents and warrants to SOUTHWIN
as follows:
--------------------------------------------------
<P>
(a) NATHAN and TCE are corporations duly
organized, validly existing and in good standing, under the
laws of the State of Delaware and The Bahamas, respectively.
NATHAN and TCE have all requisite power and authority
(corporate and, when applicable, government) to own,
operate, and carry on its business as now being conducted.
<P>
(b) NATHAN and TCE are the sole owners of their
Securities listed in this Agreement with full right to sell
or dispose of their Securities as they may choose.
<P>
(c) NATHAN and TCE are not in default or in
violation of any law, regulation, court order, or order of
any federal, state municipal, foreign, or other government
department, board bureau, agency, or instrumentally,
wherever located, that would materially affect this
Agreement.
<P>
(d) There are no pending, outstanding or threatened
claims; legal administrative, or other proceedings; or
suits, investigations, inquiries, complaints, notices of
violation, judgements, injunctions, orders, directives, or
restrictions against or involving NATHAN or TCE regarding
the stock that is the subject of this Agreement, or any of
NATHAN's or TCE's officers, directors, employees, or
stockholders that will materially adversely affect NATHAN or
TCE or this Agreement.
<P>
(e) NATHAN and TCE have full power and authority
to execute, deliver, and/or consummate this Agreement.
Except as otherwise disclosed in this Agreement, no notice
pr approval by any other person, form or entity, including
governmental authorities, is required of NATHAN or TCE to
consummate the transaction contemplated by this Agreement.
<P>
(f) No representation or covenant made to SOUTHWIN
in this Agreement nor any document, certificate, exhibit, or
other information given or delivered to SOUTHWIN pursuant to
this Agreement contains or will contain any untrue statement
of a material fact necessary to make the statements
contained in this Agreement or the matters disclosed in the
related documents, certificates, information, or exhibits
not misleading, except as otherwise stated herein.
<P>
7) Indemnification by NATHAN and TCE
----------------------------------
<P>
NATHAN and TCE agree to indemnify and hold SOUTHWIN
harmless against, and will reimburse SOUTHWIN on demand for,
any payment, loss, cost or expense (including reasonable
attorney's fees and reasonable costs of investigation
incurred in defending against such payment, loss, cost or
expense claim therefore) made or incurred by or asserted
against SOUTHWIN in respect of any omission,
misrepresentation or breach of warranty on the part of
NATHAN or TCE respectively contained in this Agreement.
<P>
8) Parties' obligation at Closing
-------------------------------
<P>
(a) SOUTHWIN and its designees shall, on or before
December 31, 1999, deliver the 1,080,000 restricted shares
of Common Stock to UNICO as specified in Paragraph 1 herein.
<P>
(b) NATHAN shall, on or before December 31, 1999,
deliver 250,000 restricted shares of Common Stock, par value
$.01 to SOUTHWIN as specified in 2 (a) herein.
<P>
(c) TCE shall, on or before December 31, 1999,
deliver 50,000 shares to SOUTHWIN as specified in Paragraph
2 (b) herein.
<P>
(d) SOUTHWIN shall, on or before December 31, 1999,
execute and deliver to UNICO a correction Assignment of Oil,
Gas and Mineral to Silver Valley Energy, Inc., which removes
the "90 day, $2.00 minimum bid price" language.
<P>
9) Closing through Escrow Agent
----------------------------
<P>
Closing shall occur through the Escrow Agent, Stanley
E. Smith, Attorney at Law, 104 Pine Street, Suite 408,
Abilene, Texas 79601 pursuant to a separate Escrow
Agreement. SOUTHWIN shall escrow the 1,080,000 shares of
Unico Common Stock, par value $.01, with the Escrow Agent to
be released to UNICO upon SOUTHWIN's receipt of the 250,000
restricted shares of Unico Common Stock from NATHAN, the
50,000 shares of Unico Common Stock from TCE, and the
$35,000 in cash from UNICO, pursuant to this Agreement.
UNICO, NATHAN and TCE shall deliver the Unico Corporation
Stock and cash to the Escrow Agent. Closing constitutes the
Escrow Agent's receipt and disbursements of all events as
described above.
<P>
10) Effective date
--------------
<P>
This Agreement shall be become effective, upon
execution by authorized, witnessed, signatures of the
Constituents. The exchange of physical shares involved in
the herein detailed transaction shall be accomplished by
December 31, 1999. The $35,000 payable in cash from NATHAN
to UNICO, and from UNICO to SOUTHWIN shall take place at the
same time as the physical exchange of shares, on or before
December 31, 1999.
<P>
11) Counterparts
------------
<P>
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument. This document may be executed by the
Constituents, utilizing Facsimile Transmission, to bind this
Agreement, and it shall be as legally binding as executed in
hard copy.
<P>
12) General provisions
------------------
<P>
(a) Survival of Representations, Warranties, and
Covenants
--------------------------------------------
<P>
The representations, covenants, and agreements of the
parties contained in this Agreement or contained in any
writing delivered pursuant to this Agreement shall survive
the Closing date.
<P>
13) Assignment
----------
<P>
This Agreement shall be binding on and inure to the benefit
of the parties to this Agreement and their respective
successors and permitted assigns. This Agreement may not be
assigned by any party without the written consent of all
parties thereto and any attempt to make an assignment
without consent is void.
<P>
14) Governing Law
-------------
<P>
This Agreement shall be construed and governed by the laws
of the State of Texas. Venue shall be in Taylor County,
Texas.
<P>
15) Amendments; Waiver
------------------
<P>
This Agreement may be amended only in writing by the mutual
consent of all the parties, evidenced by all necessary and
proper corporate authority. No waiver of any provision of
this Agreement shall arise from any action or inaction of
any party, except an instrument in writing expressly waiving
the provision executed by the party entitled to the benefit
of the provision.
(a) Non Waiver
----------
<P>
The failure of any constituent to this Agreement, to
insist in any one or more cases upon the performance by
another Constituent, of any of the provisions, terms or
conditions of this Agreement, or to fail to exercise any
option herein contained, shall not be construed as a waiver
or relinquishment of any other provision, terms or condition
to this Agreement. No waiver by a Constituent, shall be
construed as a waiver with respect to any other subsequent
breach.
<P>
(b) Captions and Headings
---------------------
<P>
The Article and paragraph headings throughout this
Agreement are for convenience and reference only and shall
not define, limit, or add the meaning of any provision of
this Agreement.
<P>
(c) Mutual Consideration
--------------------
<P>
The Constituents hereto shall cooperate with each other
to achieve the mutual desired purpose of this Agreement and
shall execute such other and further documents and take such
other and further actions as may be necessary or convenient
to successfully accomplish the intention of the transaction
described herein, for the best interest of each of the
constituent Parties hereto.
<P>
Signed on the dates below to be effective the 30th day of
November, 1999
<P>
SOUTHWIN FINANCIAL, LTD. Date:
By: //
<P>
UNICO: Date:
By: //
Nathan International, Inc. Date:
By: //
<P>
T. C. Equities, Ltd. Date:
By: //
<P>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> ANNUAL
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 40,027,951
<DEPRECIATION> 0
<TOTAL-ASSETS> 40,027,951
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 40,027,951
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 40,027,951
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
