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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
CUSIP NUMBER
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K
/x/ Form 10-Q / / Form N-SAR
For Period Ended: June 30, 1997
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
United Petroleum Corporation
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Full Name of Registrant
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Former Name if Applicable
1111 Northshore Drive - Suite N425
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Address of Principal Executive Office (Street and Number)
Knoxville, Tennessee 37919
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
/x/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/x/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Registrant is unable to complete its financial statements in time to
file by the August 15, 1997 filing date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Morton S. Robson (212) 949 - 1860
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s). /x/ Yes / / No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/x/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
United Petroleum Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 14, 1997 By /s/ L. Douglas Keene, Jr.,
Executive Vice-President
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RIDER TO FORM 12b-25
United Petroleum Corporation (hereinafter the "Company") is a holding
company with two operating divisions. Its retail division operates over thirty
(30) convenience stores, oil change facilities and/or full service car wash
facilities in the Southeast. Its energy division has land and mineral rights for
oil and gas properties, including seventeen (17) producing wells. Three (3)
additional wells are shut-in awaiting repairs and improvements. The Company's
shares of stock are publicly traded on the NASDAQ, Small Capitalization Exchange
under the symbol UPET.
The Company expects to have a loss for the second quarter ended June
30, 1997 of approximately ($1,040,740) as compared to a loss of ($287,216) for
the same quarter last year.
The loss for the quarter is largely attributable to two separate items.
First, the Company expects an operating loss of approximately ($342,726).
Secondly, approximately $573,586 in interest, amortized discounts and amortized
placement fees related to the issuance of convertible debentures will be charged
to earnings. The Company expects to report continued operating losses for at
least the third quarter of fiscal year 1997 and possibly the fourth quarter.
As a result of the Company's performance in 1996 and the first two
quarters of 1997, management is currently evaluating plans for reducing its
needs for capital, has restructured the convertible debentures which will result
in reduced interest charges, selling certain assets or operations, and generally
seeking to return the Company to profitability. In addition, the Company's Board
of Directors continues to evaluate various operations to improve earnings and to
maximize shareholder value.
