TYPE: 8-K
SEQUENCE: 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KSB
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
June 15, 1998
(Date of Report)
Midland, Inc.
(Exact Name of Registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation)
0 20697 Applied For
(Commission File Number) (IRS Employer Identification Number)
1999 Broadway, Ste. 3235, Denver, Colorado 80202
(Address of principal executive offices including zip code)
(303) 292 2992
(Registrant's telephone number including area code)
15303 Dallas Parkway, Ste. 200, Dallas, TX
(Former name or former address, if changed since last report)
Item 1. Change in Control of Registrant: See Item 2, below.
Item 2. Acquisition or Disposition of Assets:
On June 15, 1998, Registrant, Midland, Inc., rescinded its
acquisition of ArconEnergy, Inc., a Wyoming corporation, due to
the fraud perpetrated by a former officer and director of
Registrant and Arcon, Mr. Daniel W. Fisher, in obtaining the
execution and delivery of a purchase agreement on January 22,
1998, whereby Arcon was agreed to be acquired as a wholly owned
subsidiary of Registrant. In accordance with the recision, all
shares of Arcon held by Registrant were returned to the former
shareholders of Arcon and Midland is entitled to obtain the
return of all shares issued by Registrant to the Arcon
shareholders in the acquisition of January 22, 1998. Mr. John H.
Spriggs, a former officer and director of Registrant, as
discussed in the immediately following paragraph, has returned
all 46,831 shares of Series B Preferred Stock held by him. The
rescision will be pursued in court in the United State and the
Bahamas, the new residence of Mr. Fisher. Registrant will pursue
Mr. Fisher for the return of all shares of Series B Preferred
Stock issued to him and/or his affiliates in the proposed
acquisition of Arcon, as well as all 180,000 shares of Series A
Preferred Stock which he issued to himself and/or his affiliates
subsequent to January 22, 1998, and the proceeds, if any, which
have resulted from the sale of these shares. Registrant has
already placed stop transfers on Mr. Fisher's stock with its
transfer agent. Further, Registrant will pursue Mr. Fisher for
the return of all funds appropriated from Registrant during his
tenure as a fiduciary of Registrant.
The recission was based on the: (1) failure of Arcon to deliver
the agreed on financial statements required pursuant to
applicable securities regulations, (2) misrepresentations of
Arcon and Mr. Fisher as to the ownership of the patents which it
claimed to own; (3) misrepresentations of Arcon and Mr. Fisher as
to the value of these patents under Generally Accepted Accounting
Principles; (4) misrepresentations of Arcon and Mr. Fisher as to
the outstanding liabilities of Arcon; (5) misrepresentations of
Arcon and Mr. Fisher concerning the capital structure of Arcon;
(6) misrepresentations of Arcon and Mr. Fisher as to the
outstanding liabilities of Arcon; and (7) various other
misrepresentations of Arcon and Mr. Fisher. Registrant learned
of these misrepresentations on Friday, June 12, 1998, and acted
on them on Monday, June 15, 1998. Mr. Fisher was given notice of
and an opportunity to defend these matters at a properly called
board meeting held in Dallas, Texas, and was allowed to attend by
telephone and be represented by legal counsel. A majority of the
directors of Registrant were present at the meeting and a quorum
was established. Mr. Fisher notified the board of his intention
of being present at this meeting; however, he failed to appear,
as did his attorney.
Immediately following the recission, two of the remaining three
members of the board of directors of Registrant (Board of
Directors) resigned, those being Messrs. John H. Spriggs and
James R. Clark. The Board of Directors now consists of Mr. R.
Wayne Duke and Mr. Mark S. Pierce, the latter of whom was
appointed to serve as CEO, President and Treasurer of Registrant.
Item 3. Bankruptcy or Receivership: Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant: Not
Applicable.
Item 5. Other Events: None.
Item 6. Resignation of Registrant's Directors: Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits: Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
MIDLAND, INC.
(Registrant)
By: /s/ Mark S. Pierce
Mark S. Pierce,
Chief Executive Officer
DATE: June 17, 1998
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