<PAGE>
As filed with the Securities and Exchange Commission on: October 24, 1997.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
United Petroleum Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-310494
(State of incorporation) (I.R.S. Employer I.D. Number)
1111 Northshore Drive - Suite N. 425
Knoxville, Tennessee 37919
(Address of principal executive offices) (zip code)
United Petroleum Corporation 1994 Stock Option
and Stock Bonus Plan and the 1997 Amendment #2
Full Title of the Plan
Mr. Michael F. Thomas, President
United Petroleum Corporation
1111 Northshore Drive - Suite N. 425
Knoxville, Tennessee 37919
(Name and address of agent for service)
(423) 909-0890
(Telephone number, including area code, of Agent for Service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount To Proposed Proposed Amount
Class of Be Maximum Maximum of Fee
Securities Registered Price per Offering
To Be (1) Share(2) Price
Registered
========================= ======================= ======================== ===================== =====================
<S> <C> <C> <C> <C>
Common 1,000,000 $0.265625 $265,625 $80.49
Stock,
$.01 par
value
</TABLE>
- --------
(1) This registration statement covers 1,000,000 shares, the increased
number of shares for which options may be granted or bonus shares issued under
the 1994 Stock Option and Stock Bonus Plan as the result of the 1997 Amendment
#2 to the 1994 Stock Option and Stock Bonus Plan. In addition, this registration
statement covers such additional indeterminate number of shares of Common Stock
as may be issued upon exercise of options by reason of adjustments in the number
of shares of Common Stock pursuant to anti-dilution provisions contained in the
plan under which the options were granted. Because such additional shares of
Common Stock will, if issued, be issued for no additional consideration, no
registration fee is required.
(2) Estimated solely for calculation of the amount of the registration
fee. All shares of Common Stock are being offered to employees (as said term is
defined in the General Instructions to the Form S-8) who are not restricted as
to the price or prices at which such securities may be sold. It is anticipated
that such securities will be offered at prices approximating fluctuating market
prices. Therefore, pursuant to Rule 457 of the Securities Act of 1933, as
amended, the registration fee has been calculated based upon the higher of (i)
the average of $0.25 per share and $0.28125 per share, the bid and asked prices
of the Company's Common Stock on October 21, 1997 as reported by The NASDAQ
Stock Market, Small Cap Market, or (ii) the maximum exercise price per share for
shares of common stock issuable upon exercise of options to purchase common
stock.
2
<PAGE>
Prior Registration Statement
This registration statement on Form S-8 relates to registration
statements on Form S-8, file no. 33-86206, filed on November 8, 1994, which
registered shares issuable in accordance with the terms of the 1994 Stock Option
and Stock Bonus Plan, and which was amended by amendment filed with the
Securities and Exchange Commission on May 8, 1995, Registration Statement on
Form S-8, file no. 33-92054, by amendment filed with the SEC on September 3,
1996, Registration Statement on Form S-8, file no. 333-11293 and by amendment
filed with the SEC on May 22, 1997, Registration Statement on Form S-8, file no.
333-27627 and such registration statements are incorporated by reference herein.
Additional Information
This registration statement of Form S-8 covers 1,000,000 shares, the
increased number of shares for which options may be granted or bonus shares
issued under the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended
by the 1997 Amendment #2 to the Plan.
Item 8. Exhibits.
4.1 One Capital Advisory Agreement*
4.2 Wood Capital Associates Consulting Agreement*
4.3 United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan*
4.4 1995 Amendment to United Petroleum Corporation 1994 Stock Option and Stock
Bonus Plan**
4.5 1996 Amendment to United Petroleum Corporation 1994 Stock Option and Stock
Bonus Plan. ***
4.6 Agreement between M.A.G. & Associates, Inc. and United Petroleum
Corporation**
4.7 Agreement between Strategic Holdings Corporation and United Petroleum
Corporation ***
4.8 1997 Amendment to United Petroleum Corporation 1994 Stock Option and Stock
Bonus Plan.****
4.9 Agreement between Joel Brownstein and United Petroleum Corporation dated
April 25, 1997.****
4.10 1997 Amendment #2 to United Petroleum Corporation 1994 Stock Option and
Stock Bonus Plan.
3
<PAGE>
4.11 Consulting Agreement between Equity Management Partners and United
Petroleum Corporation dated January 2, 1997.
4.12 Agreement between Sound Capital, Inc. and United Petroleum Corporation
dated June 8, 1997.
5.1 Opinion of Brenman Key & Bromberg, PC.*
5.2 Opinion of Robson & Miller, LLP
24.1 Consent of Reel & Swafford, PLLC
24.2 Consent of Robson & Miller, LLP which is contained in Exhibit No. 5.2
- ---------------
*Incorporated by reference to Registration Statement on Form S-8,
no. 33-86206 filed on November 8, 1994.
**Incorporated by reference to Registration Statement on Form S-8,
no. 33-92054 filed on May 8, 1995.
*** Incorporated by reference to Registration Statement on Form S-8,
no. 333-11293 filed on September 3, 1996.
**** Incorporated by reference to Registration Statement on Form S-8,
no. 333-27627 filed on May 22, 1997.
[Rest of Page Intenionally Left Blank]
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Knoxville, State of Tennessee, on October 21, 1997
UNITED PETROLEUM CORPORATION
(Registrant)
By: s/Michael F. Thomas
---------------------------------
Michael F. Thomas, President
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the following persons on behalf of the registrant and
in their capacities and on the dates indicated.
Signature Title Date
s/Michael F. Thomas Chief Executive October 21, 1997
- -------------------------- Officer, and
Michael F. Thomas Director
s/Dwight S. Thomas Director October 21, 1997
- --------------------------
Dwight S. Thomas
s/Neal Melnick Director October 21, 1997
- --------------------------
Neal Melnick
s/Walter Helton Director October 21, 1997
- --------------------------
Walter Helton
s/Arthur H. VanBuren Director October 22, 1997
- --------------------------
Arthur H. VanBuren
Director October , 1997
- --------------------------
Antonio Julio Gonzales
5
<PAGE>
Director October , 1997
- --------------------------
Eugenio Rolando Martinez
Director October , 1997
- --------------------------
Steven Bauer
s/Charles Lobetti Principal Financial October 21, 1997
- -------------------------- and Accounting
Charles Lobetti Officer
6
<PAGE>
EXHIBIT 4.10
<PAGE>
UNITED PETROLEUM CORPORATION
1997 AMENDMENT #2 TO
1994 STOCK AND STOCK BONUS PLAN
The 1994 Stock Option and Stock Bonus Plan (the "Plan") of United
Petroleum Corporation (the "Company") is hereby amended as follows:
Paragraph 4(a) is hereby further amended to provide that the aggregate
number of shares of Common Stock as to which Options and Bonuses may be granted
from time to time under the Plan shall be increased from 4,700,000 to 5,700,000.
This amendment to the Plan was approved by the Board of Directors of
the Company on September 17, 1997. If this Amendment is not approved by the
shareholders of the Company within 12 months of the date the Amendment was
approved by the Board of Directors of the Company as required by Section
411(b)(1) of the Internal Revenue Code, this Amendment and any options granted
thereunder shall be and remain effective, but the reference to Incentive Stock
Options in the Plan shall be deleted and all options granted pursuant to this
Amendment shall be Non-Qualified Stock Options pursuant to Section 7 of the
Plan.
<PAGE>
EXHIBIT 4.11
<PAGE>
CONSULTING AGREEMENT
This Agreement made this 2nd day of January, 1997, by and between
Equity Management Partners Corporation, a Tennesee corporation ("Consultant")
and United Petroleum Corporation a Delaware corporation ("UPET").
RECITALS:
A. Consultant a corporation engaged in advising and assisting business
entities in mergers, acquisitions and the financing of such
transactions; and has, through its officers and directors substantial
experience in such matters and the sources to assist in completing
these types of transactions.
B. UPET is a publicly traded corporation, currently listed on the NASDAQ
Small Cap exchange, which is engaged, through one of its subsidiaries,
in full service car washes, gasoline and convenience stores, and quick
lube centers; and in another subsidiary in the drilling and production
of natural gas and oil.
C. UPET is interested in the expansion of it's business through
acquisitions of existing like businesses, and requires the assistance
of Consultant in identifying, evaluating, negotiating and financing
such acquisitions, and in the restructuring of existing debt of UPET
and it's subsidiaries.
NOW THEREFORE, WITNESSETH, that in consideration of the mutual
covenants contained herein and other good and valuable considerations, receipt
of which is acknowledged, the parties agree as follows:
1. Engagement. UPET engages Consultant and Consultant agrees to the engagement
to perform the services hereinbelow defined.
2. Scope of Agreement. Consultant agrees that it will, at the direction of the
President, CEO and/or Board of Directors ("Directors") of UPET perform such
services as may be requested including but not limited to: (a) identifying
potential acquisition or merger candidates; (b) advising UPET on the viability
of potential acquisitions or mergers; (c) advising UPET on negotiating
strategies; (d) locating and arranging potential financing for identified
acquisitions or mergers; and advising UPET on matters related to restructuring
and refinancing of its exiting debt and that of it's subsidiaries; (e) raising
Equity or Quasi-Equity for UPET or its subsidiaries; and (f) locating and
arranging Debt financing for UPET or its subsidiaries.
3. Compensation. (a) An initial retainer in the amount of $40,000,
which retainer shall be payable in S-8 free trading common stodck of UPET.
<PAGE>
(b) UPET agrees to pay to Consultant a retainer in
the amount of $10,000 per month commencing January 1, 1997, which retainer
shall be payable in S-8 free trading common stock of UPET. The initial retainer
shall be for a period of three (3) months. The shares to be issued shall valued
at the average closing bid price for the stock based on the five days preceding
the date on which the payment is due.
(c) UPET agrees to pay to Consultant a commission
payable in cash for each acquisition or merger consummated by the
UPET or any Affiliate of the UPET during the Term hereof in which Consultant has
performed any services as hereinabove defined. The commissions shall be based
upon the consideration (whether such consideration is in the form of cash,
stock, notes, bonds, debentures, reserved production payments or other reserved
interests or any other thing of value, or any combination of the foregoing)
actually paid or agreed to be paid by the UPET or any Affiliate of the UPET in
connection with an acquisition or merger, shall be paid to Consultant within
thirty (30) days of the closing of the acquisition or merger, after deduction of
the retainer paid, which shall be chargeable to such acquisition or merger, and
shall be determined as follows:
Consideration Commission
------------- ----------
Up to and including 5% thereof
$1,000,000
Above $1,0000,00 up to The aggregate of 5% on the first
$2,000,000 $1,000,000; and 4% on the amount
above $1,000,000
Above $2,000,000 up to The aggregate of 5% on the first
$3,000,000 $1,000,000; and 4% on the second
$1,000,000; and 3% on the amount
above $2,000,000
Above $3,000,000 up to The aggregate of 5% on the first
$4,000,000 $1,000,000; and 4% on the second
$1,000,000; and 3% on the third
$1,000,000; and 2% on the amount
above $4,000,000
Above $4,000,000 The aggregate of 5% on the first
$1,000,000; and 4% on the second
$1,000,000; and 3% on the third
$1,000,000; and 2% on the fourth
$1,000,000; and 1% on the amount
above $4,000,000
<PAGE>
(d) UPET agrees to pay to Consultant a commission
payable in cash for Equity or Quasi-Equity raised by the UPET or any Affiliate
of the UPET during the Term hereof in which Consultant has performed any
services and participated in raising such Equity or Quasi-Equity as hereinabove
defined. The commissions shall be based upon the consideration (whether such
consideration is in the form of cash, stock, notes, bonds, debentures, reserved
production payments or other reserved interests or any other thing of value, or
any combination of the foregoing) actually paid or agreed to be paid by the UPET
or any Affiliate of the UPET in connection with such Equity or Quasi-Equity,
shall be paid to Consultant within thirty (30) days of the closing of Equity or
Quasi-Equity, after deduction of the retainer paid, which shall be chargeable to
such Equity or Quasi-Equity, and shall be 3% of the Equity or Quasi-Equity.
(e) UPET agrees to pay to Consultant a commission
payable in cash for Debt raised by the UPET or any Affiliate of the UPET during
the Term hereof in which Consultant has performed any services and participated
in raising such Debt as hereinabove defined. The commissions shall be based upon
the Face Amount of such Debt (whether such Debt is in the form of cash,
debentures, or any other thing of value, or any combination of the foregoing)
actually paid or agreed to be paid by the UPET or any Affiliate of the UPET in
connection with such Debt, shall be paid to Consultant within thirty (30) days
of the closing of Debt, after deduction of the retainer paid, which shall be
chargeable to such Debt, and shall be 2% of the Debt.
4. Confidentiality. (a) During the Term of this Agreement and thereafter,
Consultant agrees to maintain the confidential nature of the UPET's trade
secrets, including, without limitation, development ideas, acquisition
strategies and plans, financial information, records, "know-how", methods of
doing business, customer, supplier and distributor lists and all other
confidential information of the UPET. Consultant shall not use (other than in
connection with his services), in any way whatsoever, such trade secrets except
as authorized in writing by the UPET. Consultant shall, upon the termination of
this agreement, deliver to the UPET any and all records, books, documents or any
other materials whatsoever (including all copies thereof) containing such trade
secrets, which shall be and remain the property of the UPET.
(b) All documents, papers, materials, notes, books,
correspondence, drawings and other written and graphic records relating to the
Business of the UPET which Consultant shall prepare or use, or come into contact
with, shall be and remain the sole property of the UPET and, effective
immediately upon the termination of this Agreement with the UPET for any reason,
shall not be removed from the UPET's premises without the UPET's prior written
consent.
5. Severability. If any covenant or provision contained in this Agreement is
determined to be void or unenforceable in whole or in part, it shall not be
deemed to affect or impair the validity of any other covenant or provision. If,
in any arbitration or judicial proceeding, a tribunal shall refuse to enforce
any provision, then such unenforceable provision(s) shall be deemed eliminated
from the provisions hereof for the purpose of such proceedings to the extent
necessary to permit the remaining separate covenants to be enforced in such
proceedings.
6. Termination. This Agreement may be terminated by either party upon sixty (60)
days prior written notice as provided in Section 10 below.
7. Equitable Remedies. Consultant and UPET agree that the services to be
rendered by Consultant pursuant to this Agreement, and the rights and interests
granted and the obligations to be performed by Consultant to UPET pursuant to
this Agreement, are of a special, unique, extraordinary and intellectual
character, which gives them a peculiar value, the loss of which cannot be
reasonably or adequately compensated in damages in any action at law, and that a
breach by Consultant of any of the terms of this Agreement will cause UPET great
and irreparable injury and damage. Consultant hereby expressly agrees that UPET
shall be entitled to the remedies of injunction, specific performance and other
equitable relief to prevent a breach of the Confidentiality provisions of this
Agreement, both pendente lite and permanently, against Consultant, as such
breach would cause irreparable injury to UPET and a remedy at law would be
inadequate and insufficient. Therefore, UPET may, in addition to pursuing its
other remedies, obtain an injunction from any court having jurisdiction in the
matter restraining any further violation.
8. Rights and Remedies Preserved. Nothing in this Agreement shall limit any
right or remedy that UPET or Consultant may have under this Agreement or
pursuant to law for any breach of this Agreement by the other party. The rights
granted to the parties herein are cumulative and the election of one shall not
constitute a waiver of such party's right to assert all other legal remedies
available under the circumstances.
9. No Waivers. The failure to either party to enforce any provision of this
Agreement shall not be construed as a waiver of any such provision, nor prevent
such party thereafter from enforcing such provision or any other provision of
this Agreement.
10. Notices. Any notice to be given to the UPET and Consultant under the terms
of this Agreement may be delivered personally, by telecopy, telex or other form
of written electronic transmission, or by registered or certified mail, postage
prepaid, and shall be addressed as follows:
If to the UPET: United Petroleum Corporation
4867 North Broadway
Knoxville, Tennessee 37918
Attention: Secretary
Telephone: (423) 688-0582
Telecopy: (423) 688-2266
If to Consultant: Equity Management Partners Corporation
721 Brixworth Blvd.
Knoxville, Tennesee 37922
Telephone: (423) 966-8289
Telecopy: (423) 966-8290
AND a Copy to: Neal S. Melnick, Esquire
<PAGE>
P.O. Box 2681
Knoxville, TN 37917
Telephone: (423) 525-3900
Telecopy: (423) 523-2681
Either party may hereafter notify the other in writing of any change in address.
Any notice shall be deemed duly given (i) when personally delivered, (ii) when
telecopied, telexed or transmitted by other form of written electronic
transmission (upon confirmation of receipt) or (iii) on the third day after it
is mailed by registered or certified mail, postage prepaid, as provided herein.
11. Severability. The provisions of this Agreement are severable and if any
provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions, or
enforceable parts thereof, shall not be affected thereby.
12. Successor and Assigns. The rights and obligations of the UPET under this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the UPET, including the survivor upon any merger, consolidation,
share exchange or combination of the UPET with any other entity. Consultant
shall not have the right to assign, delegate or otherwise transfer any duty or
obligation to be performed by it hereunder to any person or entity.
13. Entire Agreement. This Agreement supersedes all prior and contemporaneous
agreements and understandings between the parties hereto, oral or written, and
may not be modified or terminated orally. No modification, termination or
attempted waiver shall be valid unless in writing, signed by the party against
whom such modification, termination or waiver is sought to be enforced. This
Agreement was the subject of negotiation by the parties hereto and their
counsel. The parties agree that no prior drafts of this Agreement shall be
admissible as evidence (whether in any arbitration or court of law) in any
proceeding which involves the interpretation of any provisions of this
Agreement.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Tennessee without reference to
the conflict of law principles thereof.
15. Section Headings. The section headings contained herein are for the purposes
of convenience only and are not intended to define or limit the contents of said
sections.
16. Gender. Whenever the pronouns "he" or "his" are used herein they shall also
be deemed to mean "she" or "hers" or "it" or "its" whenever applicable. Words in
the singular shall be read and construed as though in the plural and words in
the plural shall be read and construed as though in the singular in all cases
where they would so apply.
17. Counterparts. This Agreement may be executed in counterparts, all of which
taken together shall be deemed one original.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.
ATTEST: UNITED PETROLEUM CORPORATION
A Delaware Corporation,
/s/ Dwight Thomas By: /s/ Michael F. Thomas
- -------------------------- ---------------------
Secretary Title: President
------------------
/s/ Elizabeth A.Berkowitz By: /s/ Ronald J. Berkowitz
- -------------------------- -------------------------
Secretary its President
<PAGE>
EXHIBIT 4.12
<PAGE>
[LETTERHEAD OF UNITED PETROLEUM CORPORATION]
June 8, 1997
Sound Capital, Inc.
Attention: Richard Chanois
2000 Island Blvd. Suite 1501
North Miami Beach, Florida 33160
Dear Richard:
This letter agreement consisting of three pages, is between United
Petroleum Corporation ("UPET") and Sound Capital, Inc. ("SCI"), consistent with
the discussions held at our offices on June 5 and 6, 1997.
SCI agrees to perform the following services for UPET:
1) Corporate lineage And Direction
A) Assist in the creation of a multi-purpose investor relations kit
containing Corporate Profile brochure executive bios., product
fact sheets, product photos, background Q & A, testimonials, etc.
B) Assist in the preparation of slides, videos and leave-behinds for
the visits to brokers, as well as identifying appropriate analysis,
brokers and potential market makers for presentation.
C) Schedule and participate in presentations to brokers and analysts.
D) Assist management in the preparation of press releases.
2) Market Makers
A) Identify and target a cadre of potential market makers specific to
the oil and gas industry and retail automotive service industry and
those with a broader perspective of those industries.
B) Conduct appropriate MAIL and FAX campaigns on a regular basis to
inform the target audience of the potential of United Petroleum
Corporation as a viable growing company.
<PAGE>
C) Direct follow-up information on corporate growth, contracts, and
acquisitions to the target audience.
3) Investor Relations
A) Maintain regular contact with investors using a Quarterly
newsletter. Conduct routine Investor Survey to determine any
"problem" areas of potential investor dissatisfaction.
B) Advise management on the implementation of an Investor Relations
program.
4) Media Relations
A) Write and place positive "Case History" stories on the company's
achievements and future plans for development in appropriate
financial and trade media.
B) Contact financial and technical writers to encourage them to do
"Third Party" stories on United Petroleum Corporation. Continue
media contact on a regular basis and as warranted by company's
performance. Among those media to be considered are Bloomberg
Business News, INC., Business Week, Fortune, Dow Jones News
Service/Investor Report, Industry Week, Wall Street Journal, etc.
Additionally trade magazines and publications also will be
contacted for story placement.
Term: The term of this consulting agreement shall be six (6) months
commencing June 15, 1997. The agreement may be extended by mutual
agreement of the parties, in writing. The agreement may be
terminated without cause upon 30 days prior written notice, by
either party.
Compensation:
A) UPET in consideration of the performance of SCI, as set forth above
will issue directly to SCI 150,000 shares at the execution of this
agreement and a number of shares, up to a maximum of up to an
additional 150,000, based on the success of its performance
hereunder, to be reviewed bimonthly to a maximum of 5,000 shares per
review period.
B) UPET shall additionally pay to SCI the sum of $2,500 per month, to
include expenses; which payment shall, at the option of UPET,
exercised on or before the 10th day of each month, be payable in
shares of common stock, or in cash, or in a combination thereof.
2
<PAGE>
In witness whereof, the parties sign their names as of the day and year
first above written
UNITED PETROLEUM CORPORATION
By: /s/ Michael Thomas
-------------------------------------
Michael Thomas, President
SOUND CAPITAL, INC.
By: /s/ Richard Chanois
-------------------------------------
Richard Chanois, President
* Exhibit A to be attached is a memo of the brokers to be targeted under
paragraph 2(A).
3
<PAGE>
EXHIBIT 5.2 and 24.2
<PAGE>
[LETTERHEAD OF ROBSON & MILLER, LLP]
October 23, 1997
United Petroleum Corporation
4867 North Broadway
Knoxville, Tennessee 37928
Re: United Petroleum Corporation
Gentlemen:
We have acted as counsel to United Petroleum Corporation, a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement"), to be filed with the Securities and Exchange
Commission for the purpose of registering an aggregate of 2,500,000 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock"), of the
Company under the Securities Act of 1933, as amended (the "Act"), to be issued
upon proper exercise of various stock options or as bonus shares in accordance
with the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended by the
1995 Amendment, as further amended by the 1996 and 1997 Amendments to the Plan
(collectively the "Amended Plan").
As counsel for the Company, we have examined and are familiar with the
Certificate of Incorporation and By-Laws of the Company, and all amendments
thereto. We are also familiar with the form of the Company's stock certificate,
the various stock option agreements and the Amended Plan pursuant to which
shares of Common Stock are to be issued, as well as all corporate proceedings
taken by the Company in connection with the authorization of the issuance of the
Shares. Throughout such examination we have assumed the genuineness of
signatures and accuracy and conformity to original documents of all copies of
documents supplied to us. As to questions of fact material to the opinion
expressed herein, we have, when relevant facts were not independently
determinable, relied upon information furnished to us by officers and directors
of the Company or their duly authorized agents or employees.
Based upon the foregoing, it is our opinion that the Shares to be
issued in accordance with the Amended Plan, when certificates therefor have been
duly executed and delivered and the
<PAGE>
consideration therefor duly paid, either as services performed for bonus shares,
or upon proper exercise of the several stock option agreements, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ Robson & Miller, LLP
Robson & Miller, LLP
<PAGE>
EXHIBIT 24.1
<PAGE>
[LETTERHEAD OF REEL & SWAFFORD, PLLC]
Independent Auditors' Consent
The Board of Directors
United Petroluem Corporation
We consent to the reference to our firm under the caption "Experts" in the 1997
Amendment No. 2 to the 1994 Stock Option and Stock Bonus Plan of United
Petroleum Corporation and Subsidiaries (UPET) on Form S-8 and to the use in such
registration statement of our report dated April 3, 1997, on the consolidated
balance sheets of UPET as of December 31, 1996, and the related statements of
operations, changes in stockholders' equity and cash flows for the years then
ended.
The Form S-8 is for the purpose of registering an additional 1,000,000 shares of
UPET common stock for the above referenced plan.
/s/ Reel & Swafford, PLLC
Reel & Swafford, PLLC
Certified Public Accountants
Nashville, Tennessee
October 23, 1997
