Grifco Inc (GFCI)

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Outside Information

Coincidence?

August 8th - Jim Dial files Articles of Incorporation for Universal Energy Resources, Inc. in Nevada. 400,000,000 shares authorized.

https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/corpActions.aspx?lx8nvq=ItfONFY%252bpj7YXfllwHs%252bRQ%253d%253d&CorpName=UNIVERSAL+ENERGY+RESOURCES%2c+INC.

Universal Tanning Ventures, Inc. changes name to Universal Energy Corp. (UVEC:OTCBB) and increases authorized shares to 250,000,000 from 10,000,000. Plans to acquire and develop oil and natural gas properties.

UNIVERSAL ENERGY CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements (unaudited)

June 30, 2006

NOTE 1 – ORGANIZATION AND PRINCIPLES OF CONSOLIDATION

Reporting Entity. Universal Energy Corp. and Subsidiary (“Universal” or the “Company”) were incorporated in the State of Delaware on January 4, 2002 and January 24, 2002, respectively. The Company is authorized to issue 250,000,000 shares of common stock, par value $0.0001. The Company’s office is located in Altamonte Springs, Florida.

Principles of Consolidation. The Company’s consolidated financial statements for the periods ended June 30, 2006 and 2005, includes the accounts of its wholly owned subsidiary UT Holdings, Inc., a Delaware corporation. All intercompany balances and transactions have been eliminated.

Name Change. On May 21, 2006 a majority of the stockholders approved changing the name of the Company from “Universal Tanning Ventures, Inc.” to “Universal Energy Corp.” and increasing the number of shares of our capital stock we are authorized to issue to 250,000,000 shares, of which all 250,000,000 shares will be Common Stock.

Discontinued Operations. Due to our inability to expand our tanning operations, on May 21, 2006, the Board of Directors approved changing the business direction from operating our single tanning salon to fully pursuing plans to acquire and develop oil and natural gas properties. The Company is currently attempting to sell the assets and operations of its tanning business and expects the sale would close prior to December 2006. The results of operations from the tanning salon are included in discontinued operations on the consolidated statements of operations.

NOTE 7 – STOCK PURCHASE AGREEMENTS

On or about May 5, 2006, the Company entered into an Investment Advisory Agreement (the “Advisory Agreement”) with Galileo Asset Management SA. Galileo shall serve the Company as an investment Advisor and render advice and services as may be reasonably requested by the Company concerning equity or debt financings, strategic planning, mergers, acquisitions and business development opportunities, without limitation.

On or about May 12, 2006, we entered into an agreement (the “Agreement”) with Rhino Island Capital, Ltd., a BVI International Business Company. Rhino will be able to purchase up to 35,000,000 restricted shares of our common stock in a private offering pursuant to and based upon the terms and conditions set in the Agreement. The Company has issued 35,000,000 shares of our common stock in advance and in anticipation of the purchase of such shares by Rhino which have been placed in escrow with our transfer agent until conditions are met for release. As of June 30, 2006, the Company has sold 277,778 shares of common stock under this agreement for net proceeds of $43,500.

NOTE 8 – SUBSEQUENT EVENTS

On or about July 30, 2006, we entered into an agreement with Mr. Isaac Rotnemer, an unaffiliated accredited investor, to purchase up to 10,000,000 restricted shares at a purchase price of $0.25 per share. The agreement provides that there is no minimum number of shares to be purchased and the agreement can be cancelled by the Company if the investor is unable to meet the funding requirements as defined in the agreement.

http://www.sec.gov/cgi-bin/browse-edgar?company=universal+tanning&CIK=&filenum=&State=&a...