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: September 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
November 14, 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: November 13, 1997 By L. Douglas Keene, Jr.
Executive Vice-President
United Petroleum Corporation (hereinafter the "Company") is a holding
company with two operating divisions. Its retail division, Calibur Systems,
Inc., operates 19 convenience stores, oil change facilities or full service car
wash facilities in the Southeast. Its energy division, Jackson-United petroleum
Corporation, has land and mineral rights for oil and gas properties, including
20 producing wells. 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 third quarter ended September
30, 1997 in the amount of ($25,213) as opposed to a loss of ($958,493) for the
same period last year. Included in the figures for the quarter is a correction
to interest expense. The correction was necessary due to the discovery of an
error which overstated interest expense during the first two quarters of 1997.
Interest expense related to convertible debentures was decreased in an amount
equal to $778,314. The correction decreased the Company's loss during the
quarter and corrects interest expense on a year to date basis.
The Company expects an operating loss for the quarter in the amount of
($229,571). The Company expects to report continued operating losses in at least
the third and fourth quarters of 1997 and possibly into 1998.
As a result of the Company's performance in 1997, management is currently
evaluating plans for reducing its needs for additional capital, has restructured
the convertible debentures which will result in interest charges being reduced,
selling certain assets or operations, and generally seeking to return the
Company to profitability. In addition, the Company's Board of Directors is
continuing to evaluate various operations to improve earnings and to maximize
shareholder value.
