Grifco Inc (GFCI)

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Jim Dial controls the merger

The gory details are in TTII 14A, section 3 (revision filed on Oct. 3) if you're willing to wade through it.

Although Tree Top will be providing an "Interim CEO and/or CFO" it seems that Jim Dial will be involved and in control of the merger process.

"As soon as Grifco and/or any Grifco subsidiary/affiliate completes a financial audit satisfactory to the Company's auditor and securities counsel, the Company's new merger subsidiary [A.K.A. Universal Energy Products & Services, Inc. A.K.A the "Surviving Corporation" b2l] has the right, but not the obligation, to exercise an option to acquire the newly audited business entity based upon a "fairness valuation formula" or FAV to be determined by the majority shareholders of Grifco."

That's The Majority Shareholders of Grifco Inc., a Nevada Jim Dial company mentioned earlier in the filing.

"All of the common shares of stock and Super Voting preferred stock are beneficially held by Jim Dial, individually and as agent and attorney-in-fact for Majority Shareholders of Grifco International, Inc., a Nevada corporation."

No mention of the CTBG spin-off. All assets of Grifco will "vest" in Universal Energy Products & Services, Inc. (the surviving corporation).

"...at the effective time of the merger, all of the property, rights, privileges, powers and franchises of UERI and/or the Grifco subsidiaries/affiliates shall vest in the Company's new merger subsidiary, and all debts, liabilities and duties of UERI and/or the Grifco subsidiaries/affiliates shall become the debts, liabilities and duties of the Company's new merger subsidiary as the "Surviving Corporation"."

One for Dr. Bill LOL:

"Our Board of Directors believes that it is in the best interests of the Company to increase the number of authorized shares in order to give us greater flexibility in financing our business operations."

http://www.sec.gov/Archives/edgar/data/356590/000114420406040714/0001144204-06-040714.txt

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