big deal
it was under filings on Pinksheets.com....
Bottom Line
THERE'S NOTHING THAT SAYS GFCI SHAREHOLDERS
ARE GETTING A DIVIDEND.
That is the point in case you missed it....
btw
FTXN shareprice TANKED yet again and on positive news
just like happened so many times with GFCI.
Page 1 of 9
CURRENT INFORMATION STATEMENT
OF ISSUER
1ST Texas Natural Gas Co., INC.
(Formerly Unicorn Restaurants, Inc.)
Dated as of September 1, 2007
______________
Item (i): The exact name of the issuer and its predecessor
(if any).
1St Texas Natural Gas Co., Inc. (formerly Unicorn Restaurants, Inc.)
(Name change June 14, 2007)
Item (ii): The address of its principal executive offices.
(i) 3828 W. Davis, Suite 308-210
Conroe, TX 77304
(ii) www.1sttexasnaturalgas.com
(iii) Investor Relations: Bentley Communications
Item (iii): The state of incorporation, if it is a corporation.
State of Nevada incorporated in 2002.
Item (iv): The exact title and class of the security.
The company has two classes of securities authorized.
Common voting stock - 350,000,000 common voting shares authorized.
Trading Symbol: FTXN
CUSIP Number: 33717J103
Preferred stock - 50,000,000 preferred shares authorized with
1,000,000Super Voting Shares with 400:1 voting rights issued to Jim Dial
in consideration of long-term executive employment contract.
Item (v): The par or state value of the security.
Common Stock - $.001
Preferred Stock - $.001
Page 2 of 9
Item (vi): The number of shares or total amount of the securities outstanding
and a list of securities offerings in the past two years. Provide
information as of the end of the issuer's most recent fiscal quarter and
fiscal year.
A. (i) Common Shares Authorized: 350,000,000 shares
(ii)Common Shares Outstanding: 76,277,068 shares common
stock held by 169
shareholders as of August 31,
2007
(iii) Public Float: 1,500,000 common shares
B. No securities offerings in the past two years.
Item (vii): The name and address of the transfer agent.
OTR
Transfer & Registrar Agency
1000 SW Broadway, Suite 920
Portland OR 97205
503-225-0375
Agent is registered SEC approved.
Item (viii): The nature of issuer's business.
The Company is an energy production enterprise with 208 gas drilling sites under
option in Crockett County, Texas.
(A) Business Development
Prior to June 14, 2007, the company conducted business as Unicorn Restaurants,
Inc. On that date the company finalized negotiations to complete an asset purchase and
assumption of liabilities agreement with Universal Energy Resources, Inc., a private
Nevada corporation. The company then changed its name to 1st Texas Natural Gas
Company, Inc.
1. The form of organization of the issuer (e.g., corporation, partnership,
Nevada Corporation.
2. The year that the issuer (or any predecessor) was organized.
Page 3 of 9
2002.
3. Fiscal year end.
June 30th
4. Whether the issuer (and/or any predecessor) has been in bankruptcy,
receivership or any similar proceeding;
The issuer has no predecessors. The issuer has never been in bankruptcy nor has
it been the subject of any similar proceedings.
5. Any material reclassification, merger, consolidation, or purchase or sale of
a significant amount of assets not in the ordinary course of business;
On June 04, 2007, the Company entered into final negotiations to complete an
Asset Purchases and Assumption of Liabilities Agreement with Universal Energy
Resources, Inc., a private Nevada corporation.
6. Any default of the terms of any note, loan, lease, or other indebtedness or
financing arrangement requiring the issuer to make payments;
The Company has never defaulted on any Note, lease or other indebtedness or
financing arrangement. Pursuant to acquisition agreements with Universal
Energy Resources, Inc. and Unicorn Restaurants, Inc., the Company has assumed
various liabilities which in light of the assets being acquired were not material in
the opinion of Management.
7. Any change of control;
On June 04, 2007 control changed to the current Management and Jim Dial.
8. Any increase in 10% or more of the same class of outstanding equity
securities.
On June 4, 2007 the Board of Directors of the Company authorized a 500:1
reverse split on all common shares effective June 14, 2007. On June 4, 2007, the
Board of Directors of the Company authorized the issuance of 1,000,000 Super
Voting Shares with 400:1 voting rights to Jim Dial in consideration of a long-term
executive employment contract.
9. Describe any past, pending or anticipated stock split, stock dividend,
Recapitalization, merger, acquisition, spin-off, or reorganization.
On June 4, 2007 the Board of Directors of the Company authorized a 500-1
reverse split on all common shares effective June 14, 2007. The Board of
Page 4 of 9
Directors also authorized the issuance of 50,000,000 preferred shares par value
$.001. The Company is aggressively pursuing the acquisition of additional oil and
gas properties located within the United States of America with proven reserves.
In connection with those possible acquisitions, the Company will have to raise
additional capital from both equity and debt offerings.
10. Any delisting of the issuer's securities by any securities exchange or
NASDAQ.
This issuer has never had any of its securities delisted by any securities exchange
or Nasdaq.
11. Any current, past, pending or threatened legal proceeding or
administrative actions either by or against the issuer that could have a
material effect on the issuers business, financial condition, or operation. State
the names of the principal parties, the nature and current status of the
matters, and the amounts involved.
The company has been no past, pending or threatened legal proceeding or actions
of any kind that could have a material effect on the Issuer's business, financial
condition or operations.
(B) Business of Issuer. Describe the issuer's business. Please also include, to the
extent material to any understanding of the issuer, the following specific items:
The Company's primary business is to commercialize the producing energy from 208
drilling sites under option located in Crockett County, TX.
1. The issuer's primary and secondary SIC codes;
Primary: 1311 Secondary: 1381
2. If the issuer has never conducted operations, is in the development state or is
currently conducting operations;
The issuer is currently conducting business through its newly acquired wholly owned
subsidiary Universal Energy Resources, Inc., a Nevada corporation.
3. State the names of any parent, subsidiary, or affiliate of the issuer, and
describe its business purpose, its method of operation, its ownership, and
whether it is included in the financial statements attached to this disclosure
document;
The Company has no parent. The Company has one subsidiary which it acquired
in June 4, 2007. The Company has no affiliate(s). The financial statements are
those of Unicorn Restaurant, Inc. for the periods indicated. All financial
statements of the Company are reported on a consolidated basis.
Page 5 of 9
4. The effect of existing or probable governmental regulation on the business;
At this time the effects of governmental regulation are both federal and state in
nature as they pertain to the petroleum industry. The Company has no notice of
violations or letter of reprimand from any regulating authority.
5. An estimate of the amount spent during each of the last two fiscal years on
Research and Development activities, and, if applicable, the extent to which
the cost of such activities are borne directly by customers;
The Company uses existing oil and gas technologies and know-how which has
been developed by others. The Company does not intend on engaging in any
Research and Development activities since its expertise is in the identification of
proven oil and gas reserves which may be immediately developed. The Company
is dependent on third parties for technology which it pays for on an "as needed"
basis. Currently, the Company has entered into contracts with Precision Drilling
and Exploration, Inc., a Nevada corporation, for all of its day-to-day drilling
needs.
6. Costs and effects of compliance with environmental laws (federal, state and
local);
The cost and effect on the Company to comply with the environmental laws in our
current line of business are considerable. These costs may expand if the Company
elects to expand to other businesses.
7. Number of total employees and number of full time employees;
Total employees: 7
Full time: 5.
(C) Investment Policies.
1. Issuer owns the rights to 208 drilling sites in Crockett County, TX through written
option agreements.
2. The company has no investment in mortgages.
3. There is no one individual involved in real estate investment activity.
If such activities were to be pursued by the Board of Directors, it would develop approval
procedures as well as procedures to monitor the mix of such investments in the portfolio
of issuer.
Item (ix): The nature of products or services offered:
1. Principal products or services, and their markets;
Page 6 of 9
a) The Company is a producer of gas with options on 208 gas drilling
sites located in Crockett County, TX.
b) The Company sells its gas to upstream providers and not directly to
end-users.
2. Distribution methods of the products or services;
We distribute our gas directly from the well-head to the upstream providers
through existing pipelines.
3. Status of any publicly announced new product or service;
No products or services have been announced.
4. Competitive business condition, the issuer's competitive position in the
industry, and methods of competition;
The business is quite competitive and issuer is among the smaller companies in
the business engaged in the oil and gas business. Due to knowledge and
experience the issuer can compete with much larger companies, however, a lack
of capital could prohibit the growth of the company.
5. Sources and availability of raw material and the names of principal
suppliers;
The sources of available hardware and software used in the oil and gas industry is
highly developed. There are several suppliers for each product necessary to carry
out Company's business.
6. Dependence on one or a few major customers;
The sale of oil and gas is driven by supply and demand. All of our customers will
be based in the United States of America.
7. Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts, including their duration;
The issuer is current on all drilling rights.
8. The need for any government approval of principal products or services.
Discuss the status of any requested governmental approvals.
The Company has all necessary governmental approval from the Texas Railroad
Commission in order to conduct business.
Item (x): The nature and extent of the issuer's facilities.
Page 7 of 9
The issuer rents under a month-to-month lease approximately 500 square
feet of office space at 3828 W. Davis, Suite 308-210, Conroe TX 77304
i) 208 gas drilling sites in Crockett County, TX.
ii) The Issuer has 208 drill sites under option. The company is
currently soliciting the acquisition of additional oil and gas leases.
iii) The Issuer has no mortgages, liens or encumbered property
iv) The Issuer has no leases, options or contracts on any property.
v) The issuer has an active drilling program for the commercialization
of the gas leases.
vi) The issuer is subject to the general competitive conditions in the
oil and gas industry.
vii) The issuer has property insurance.
viii) The issuer has both improved and unimproved property.
Item (xi): The name of the chief executive officer, and member of the Board of
Directors, counsel, accountant and public relations consultant.
a-b. Executive Officers and Directors
Jim Dial (Chairman of the Board, President/CEO, Treasurer)
Dr. Donald Goddard (Board of Directors)
Carl Kruse (Director)
c. General Partners - None
d. Promoters - None
e. Control Persons -
Jim Dial
f. Counsel -
Joseph L. Pittera
2214 Torrance
Suite 101
Torrance, CA 90501
Page 8 of 9
g. Accountant or Audit
The company has retained Tatum LLP to assist in developing internal
controls, reporting and sarbanes-oxley compliance. Tatum is the largest
and fastest growing executive services and consulting firm in the United
States helping companies in transition to accelerate business success and
create more value. The company has more than 700 partners and
principals in 33 offices across the country.
h. Public Relations Consultant - None
i. Any advisor that assisted, advised, prepared or provided
information with respect to this disclosure documentation.
None.
Item (xii): The issuer's most recent balance sheet and profit and loss and
retained Earnings Statements.
See information Statement
Item (xiii): Similar financial information for the three prior fiscal years of the
issuer's existence.
See information Statement
Item (xvi): Whether the quotation is being submitted or published directly or
indirectly on behalf of the issuer, or any director, officer or any
person, directly or indirectly the beneficial owner of more than 10%
of the outstanding units or shares of any equity security of the issuer,
and or person.
To the best of issuer's knowledge, information and belief, quotations with
respect to the issuer's stock are not being submitted or published directly
or indirectly on behalf of the issuer or director, officer or beneficial owner
of more than 10% of any class of its issued and outstanding securities.
Item (xvii): INDEMNIFICATION OF DIRECTORS AND OFFICERS
The bylaws (Article VII) of the issuer provide for the indemnification of
any director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the request of
the issuer against any and all legal expenses (including attorney fees),
claims and liabilities arising out of any action, suit or proceeding, except
Page 9 of 9
an action by or in the right of the issuer, Nevada law also permits
indemnification.
Insofar as indemnification for liabilities arising under the federal securities
laws may be permitted to directors and controlling person of the issuer, the
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as express in
the law and is, therefore, unenforceable. In the event a demand for
indemnification is made, the issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by its is against public policy as expressed in the law and will be governed
by the final adjudication of such issue.
Item (xviii): EXHIBITS
AI
