UNICORP INC, 10KSB, 1998-03-06

UNICORP INC
10KSB, 1998-03-06
CRUDE PETROLEUM & NATURAL GAS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM _________ TO _________

COMMISSION FILE NUMBER: 2-73389

UNICORP, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

NEVADA 75-1764386
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION

600 TRAVIS, SUITE 6500
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 229-9100.

----------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE.

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON
STOCK, PAR VALUE $0.01 PER SHARE.

CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH
SHORTER PERIOD THAT THE ISSUER WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS
BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES . NO X .
--- ---

CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO
ITEM 405 OF REGULATION S-B IS NOT CONTAINED IN THIS FORM, AND NO DISCLOSURE
WILL BE CONTAINED, TO THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE
PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS
FORM 10-KSB OR ANY AMENDMENT TO THIS FORM 10-KSB. [ ]

THE ISSUER HAD NO REVENUES IN ITS MOST RECENT FISCAL YEAR.

THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
COMPUTED BY REFERENCE TO THE PRICE AT WHICH STOCK WAS SOLD, OR THE AVERAGE BID
AND ASKED PRICES OF SUCH STOCK, AS OF MARCH 2, 1998 WAS: $125,000.

THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON EQUITY, AS OF MARCH 2, 1998, WAS: 1,040,000.

DOCUMENTS INCORPORATED BY REFERENCE: NONE.

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TABLE OF CONTENTS

<TABLE>
<S> <C>
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Executive Officers of the Registrant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 2. Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . 3
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . 3
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 7. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 9 Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act. . . . . . . . . . . . . . . . . . . . . . . 6
Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 11. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . 7
Item 12. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 13. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

UNICORP, Inc., (the "Company" or the "Registrant") is a Nevada
corporation. As used herein, the terms the "Company" and the "Registrant"
refer to the Company and its wholly owned subsidiaries, unless the context
otherwise requires.

For financial information regarding the segments of the Registrant's
operations, see the information contained in the Consolidated Financial
Statements incorporated by reference in Item 7 hereof. The Registrant has not
had any revenues since 1991.

The Registrant was incorporated on May 8, 1981 under the name of
Texoil, Inc. for the purpose of minerals exploration, discovery, production,
refining, and transportation. In August 1988, the Registrant participated in
the minerals business through its then wholly-owned subsidiary, Whitsitt Oil
Company, Inc., a Texas corporation. The Registrant changed its name to
UNICORP, Inc. in 1989. Concurrent with the change of its name, the Registrant
acquired 90 percent of the outstanding capital stock of Med-X, Inc. As a
result of adverse business circumstances, no material business operations have
been conducted by the Registrant since 1992.

On December 15, 1997, the Registrant executed an Agreement and Plan of
Reorganization (the "Agreement") with L. Mychal Jefferson II ("Jefferson"),
the sole shareholder of The Laissez-Faire Group, Inc., a Texas corporation
("Laissez- Faire"), whereby the Registrant, in a tax-free exchange, agreed to
acquire all of the outstanding shares of the capital stock of Laissez-Faire in
exchange for shares of the Registrant's common stock (the "Common Stock"). The
Agreement closed on December 31, 1997. Pursuant to the terms of the Agreement,
Mr. Jefferson was to acquire 530,000 shares of the Class C Common Stock of the
Registrant. However, at the time of the closing of the Agreement, the
Registrant did not have the requisite capital structure in place to issue to
Mr. Jefferson the Class C Common Stock. The necessary change in the
Registrant's Articles of Incorporation will have to occur by vote of the
stockholders of the Registrant at a later date. In the meantime, Mr. Jefferson
agreed to take shares of the Registrant's existing Common Stock, so that after
the closing, Mr. Jefferson owned 94 percent of the issued and outstanding
shares of the Common Stock of the Registrant. Management expects to change the
focus of the Registrant to a petroleum refining and distribution business. The
Registrant anticipates that through an affiliated business, it can achieve
certain purchasing and marketing advantages in purchases of raw crude and the
sale of refined petroleum products to governmental agencies.

On January 20, 1998, the Board of Directors of the Registrant voted to
effectuate a reverse split of the outstanding shares of the Common Stock of the
Registrant, so that thereafter, for every 273 shares of the Common Stock of the
Registrant held by a stockholder of the Registrant, such stockholder shall now
hold one share of the Common Stock of the Registrant. There were no fractional
shares issued or cash paid in lieu of fractional shares, and consequently, all
shares received as a result of the reverse split were be rounded up to nearest
whole share. No vote of the stockholders was necessary to implement the
change.

Competition. The market for distribution of refined petroleum
products is very competitive, which results in narrow margins. Because the
distribution industry for refined petroleum products is highly fragmented, the
Registrant will have numerous competitors in each of its markets, some of which
may have significantly greater resources and name recognition than the
Registrant. The Registrant will have very little control over its cost of
product and will rely on its ability to provide value-added reliable services
to maintain its margins and competitive position. If the Registrant were to
fail to maintain the quality of its services, customers could choose
alternative distribution sources and the Registrant's margins could decrease,
which would have a material adverse effect on its business, results of
operations and financial condition. Furthermore, there can be no assurance
that major oil companies will not decide to distribute their own products in
direct competition with the Registrant or that large customers will not attempt
to buy directly from the major oil companies. The Registrant will also compete
with other companies in petroleum products supply. Each of these businesses is
competitive and includes competitors with significantly greater resources and
brand name recognition than the Registrant, including major and large
independent oil companies.

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Government Regulations. The Registrant's expected refining and
transport operations will be subject to various federal, state, and local
governmental regulations which may be changed from time to time in response to
economic or political conditions. Matters subject to regulation include
operating bonds, reports concerning operations, and environmental inspections.
From time to time, regulatory agencies have imposed price controls and
limitations on production by restricting the rate of flow from oil and gas
wells below actual production capacity to conserve supplies of oil and gas. In
addition, the production, handling, and storage transportation and disposal of
oil and gas, by- products thereof and other substances and materials produced
or used in connection with oil and gas operations are subject to regulation
under federal, state and local laws and regulations primarily relating to
protection of human health and the environment. These laws and regulations
have continually imposed increasingly strict requirements for water and air
pollution control and solid waste management.

EMPLOYEES

At December 31, 1997, the Registrant had no employees.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages and current offices of the executive officers of the
Registrant, who are to serve until the next regular meeting of the Board of
Directors to be held in 1998, and serving as of the date of this Report, are
set forth below. Also indicated is the date when each such person commenced
serving as an executive officer of the Registrant.
<TABLE>
<CAPTION>
Date Became
NAME AND AGE Office Executive Officer
------------ ------ -----------------
<S> <C> <C>
Henry A. Schulle (34) . . . . . . . . . . Chairman of the Board November 1991
L. Mychal Jefferson II (29) . . . . . . . Chief Executive Officer, President, January 1998
Secretary and Chief Financial Officer
</TABLE>

A description of the business experience during the past several years
for each of the executive officers of the Registrant and certain significant
employees of the Registrant is set forth below.

Henry A. Schulle has served as Chairman of the Board since November
1991. He attended Schreiner College in Kerrville, Texas, majoring in business
administration. Mr. Schulle is currently employed by Dell Computer Corporation
as its liaison with vendors.

L. Mychal Jefferson II has served as President of the Registrant since
January 20, 1998 when he acquired 94 percent of the Common Stock in exchange
for all of his common stock in The Laissez-Faire Group, Inc., a Texas
corporation ("Laissez-Faire"). He has served as President of Laissez-Faire
since its founding in 1997. Mr. Jefferson began his career with Monmouth
Investments, a prominent regional investment banking firm. Thereafter, he
managed portfolios of major institutions and high net worth individuals at
Oppenheimer & Co. Mr. Jefferson is widely engaged in professional and civic
activities, including Chairman of the President's Advisory Board of the Houston
Development Council. Mr. Jefferson attended the University of Southern
Mississippi and the University of South Florida, majoring in Finance.

ITEM 2. DESCRIPTION OF PROPERTY.

Not applicable.

ITEM 3. LEGAL PROCEEDINGS

From time to time, the Registrant is involved in litigation relating
to claims arising out of its operations in the normal course of its business.
The Registrant maintains insurance coverage against potential claims in an
amount which it believes to be adequate. The Registrant believes that it is
not presently a party to any litigation the outcome of which would have a
material adverse effect on its results of operations or financial condition.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

The Registrant's Common Stock trades on the OTC Bulletin Board of the
National Association of Securities Dealers, Inc. (the "NASD") in the United
States. The range of the high and low bid information for the Common Stock for
each full quarterly period within the two most recent fiscal years is shown on
the following table. As of December 31, 1997, the Registrant was authorized to
issue 50,000,000 shares of the Common Stock, of which there were issued and
outstanding 16,342,000 shares. On January 20, 1998, the Board of Directors of
the Registrant voted to effectuate a reverse split of the outstanding shares of
the Common Stock of the Registrant, so that thereafter, for every 273 shares of
the Common Stock of the Registrant held by a stockholder of the Registrant,
such stockholder shall now hold one share of the Common Stock of the
Registrant. There were no fractional shares issued or cash paid in lieu of
fractional shares, and consequently, all shares received as a result of the
reverse split were rounded up to nearest whole share. No vote of the
stockholders was necessary to implement the change. As a result of such
reverse split, the Registrant is still authorized to issue 50,000,000 shares of
the Common Stock, but only 1,040,000 shares are issued and outstanding as of
the date of this Report. The par value of the Common Stock remains unchanged
at $0.01 per share. No dividends were declared or paid during the below
described quarterly periods.

<TABLE>
<CAPTION>
COMMON STOCK
BID PRICE
---------------------- ------------------------
CALENDAR YEAR 1996 Low High
------------------ ---------------------- ------------------------
<S> <C> <C>
First Quarter $0.008 $0.01
Second Quarter $0.008 $0.01
Third Quarter $0.008 $0.01
Fourth Quarter $0.008 $0.01

Calendar Year 1997 Low High
------------------ ---------------------- ------------------------
First Quarter $0.008 $0.01
Second Quarter $0.008 $0.01
Third Quarter $0.008 $0.01
Fourth Quarter $0.008 $0.01
</TABLE>*

As of March 2, 1998, the high and low bids with respect to the price
of the Common Stock were $2.50 and $1.50, respectively. These prices represent
interdealer prices, without adjustments for retail mark-ups, mark-downs or
commissions, and do not necessarily represent actual transactions.

As of December 31, 1997, there were 997 holders of record of the
Common Stock.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following is a discussion of the Registrant's financial condition
and results of operations. This discussion should be read in conjunction with
the Consolidated Financial Statements of the Registrant appearing under Item 7
of this Report. Statements contained in this "Management's Discussion and
Analysis of Financial Conditions and Results of Operations," which are not
historical facts may be forward-looking statements. Such information involves
risks and uncertainties, including those created by general market conditions,
competition and the possibility that events may occur which could limit the
ability of the Registrant to maintain or improve its operating results or
execute its primary growth strategy. Although management believes that the
assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could be inaccurate, and there can therefore be no assurance
that

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the forward-looking statements included herein will prove to be accurate. The
inclusion of such information should not be regarded as a representation by
management or any other person that the objectives and plans of the Registrant
will be achieved. Moreover, such forward-looking statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date
hereof.

GENERAL

Management intends for the Registrant to proceed in its efforts to
expand holdings through the purchase of existing, profitable, private,
companies where there is a demonstrable gain in productivity through the
minimization of general and administrative costs which are duplicative.
Management will seek to implement a capital structure which affords the
greatest flexibility for future acquisitions while maintaining an adequate base
of equity to cushion against fluctuations in the business cycle. It is the
belief of management that numerous opportunities for vertical expansion in the
refining and petrochemical business are available. Many smaller private fuel
distributors and convenience store operators are available near current
acquisition candidates, and given the proper capital structure, could enhance
the worth and viability of the Registrant.

A public relations agreement has been signed with Jaz Bermaine &
Company to provide public relations and market exposure for the Registrant. It
is expected that the Registrant will be traded on the OTC Bulletin Board until
such time as the Registrant can qualify for a listing on different exchange.

Pending Acquisitions. As of the end of 1997, the Registrant had
examined nine potential acquisition candidates. Of these, a letter of intent
has been signed with Sellers Petroleum Products, Inc. ("Sellers") of Yuma,
Arizona, and negotiations continue with the others. Sellers engages in the
marketing and distribution of refined petroleum products in Arizona and
California. Expected consideration for the purchase is $7,000,000. The
Registrant has also elected to pursue an agreement to purchase a refinery
located at the Valverde refurbishment facility in Houston, Texas and a refinery
and site, located in Nixon, Texas. The Registrant continues its search for
undervalued private and public entities in related businesses. Meetings with
several investment banking relationships have been held pursuant to financing
for these anticipated purchases.

Management expects that the Registrant's proposed acquisitions will
expand the business of the Registrant through the acquisition of an
established, growing distribution business in the southwestern United States.
Management is of the opinion, that the purchase of refining, and distribution
facilities in Texas will limit the Registrant's reliance upon outside refiners
for refined petroleum products. The Registrant is also currently negotiating
for the purchase of a third existing company which operates a distribution and
convenience store operation in the southwestern United States.

Sellers Petroleum. Sellers Petroleum Products, Inc. (herein
"Sellers") is one of the largest distributors of wholesale petroleum products
in the Yuma, Arizona and El Centro, California regions. Products offered
include fuels (gasoline, oil, and diesel), lubricants, maintenance services,
and tires, batteries, and accessories. Sellers maintains two modern bulk plant
facilities located in Yuma, Arizona and El Centro, California, as well as seven
state-of-the-art cardlock facilities throughout its regions. The facilities
are the only ones of all regional competitors that are in compliance with all
applicable EPA standards through 1998, including above ground tank storage,
storm water compliance, and product transportation regulations.

Sellers is a branded Unocal 76 jobber, although fuel is also rack
purchased from various other major refiners and independents refiners based
upon pricing. Unocal, Chevron, and Texaco lubricant products are also offered.
Sellers has maintained a strong relationship with Unocal since its inception in
1954, and continues to be its premier distributor in the region. Sellers is
currently Unocal's third largest lubricant jobber nationwide, and has been
approached by Unocal to expand its service region further into both Southern
California and Arizona. Its customers include both commercial and retail
(cardlock and service station) accounts. Management strongly emphasizes
service, with customer satisfaction evident in its 95 percent + rate of repeat
business. Customer service is further augmented by through excellent staffing,
characterized by low employee turnover and average employee tenure of 10 years.
The Registrant expects that the current Sellers management will be retained
post acquisition. Sellers has over 1,300 active accounts which order at least
once per month.

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Nixon, Texas Refinery. The Nixon refinery is located on a 50 acre
site approximately 40 miles south of San Antonio, Texas. The plant is
certified by the U.S. Department of Energy at a rate of 17,033 barrels per day
of 42 API Crude. The plant was designed to refine military jet fuel in
addition to propane, C3/C4, Naptha, kerosene, diesel, gas, oil, and residuals.
The refinery ran for several years delivering Military Jet fuel to all three
U.S. Air Force bases in San Antonio prior to its closure after Desert Storm.
The refinery can be tuned to produce the standard range of refined petroleum
products to meet demand in its market area. The Registrant feels that through
an association with a minority owned petroleum distributor, profit margins
exceeding $3.00 per barrel refined may be realized. The refinery is currently
being refurbished in Houston, Texas. Management believes that by combining its
additional 6,000 to 7,000 barrels of refining capacity to the Nixon Refinery,
the Registrant can process approximately 20,000 barrels of petroleum daily.

Fluid Catalytic Catalyst. The Registrant has recently entered into a
letter of intent to purchase from Equitable Assets, Inc. approximately 58,000
tons of fluid catalytic catalyst (Zeolite), which is used in the refining,
agriculture, water purification, turf management, and air purification markets,
in exchange for 420,000 shares of the Registrant's Class A Common Stock and
$5,800,000 of $100 Par Series A Callable Preferred Stock. The Registrant does
not yet have in place the requisite capital structure to conclude the sale and
purchase, but after the expected stockholders' meeting to be called for the
purpose of amending the Registrant's articles of incorporation, the transaction
can go forward. The proposed purchase price for the Zeolite is approximately
$175 per ton. The current market price for Zeolite ranges from $300 to $1,100
per ton. The Registrant plans to sell 20,571 tons of the Zeolite to Equitable
Assets, Inc. in exchange for notes and commercial paper equaling $5,000,000, or
$243 per ton. Management is currently examining the wholesale markets to find
customers who might be consistent purchasers for its remaining inventory of
fluid catalytic catalyst. The material will also be tested to determine its
efficacy in any refinery that the Registrant may purchase.

LIQUIDITY AND CAPITAL RESOURCES

In order to complete the proposed acquisitions, the Registrant will
require additional funding. Management believes that this funding is available
through investment bankers who have expressed an interest in providing equity
and debt funding. There can be no assurance as to the availability or terms of
this financing.

If the Registrant is to be successful in concluding the above
described proposed acquisitions, it will be obligated to spend at least
$400,000 in earnest money, $200,000 in purchase money, at least $100,000 in
acquisition costs, plus shares of the Common Stock and other costs before
formal contracts can be executed or closed. Certain anticipated transactions
may require the Registrant to incur additional debt, and the degree to which
the Registrant may be leveraged could have important consequences, including
the following: (i) the possible impairment of the Registrant's ability to
obtain financing in the future for potential acquisitions, working capital,
capital expenditures or general corporate purposes; (ii) the necessity for a
substantial portion of the Registrant's cash flow from operations to be
dedicated to the payment of principal and interest on its indebtedness; (iii)
the potential for increased interest expense due to fluctuations in interest
rates; and (iv) the potential for increased vulnerability of the Registrant to
economic downturns and possible limitation of its ability to withstand
competitive pressures. The Registrant's ability to meet its debt service
obligations will be dependent upon the Registrant's future performance, which
will be subject to general economic conditions and to financial, business and
other factors affecting the operations of the Registrant, many of which are
beyond its control.

RESULTS OF OPERATIONS

The Registrant has generated no revenues since 1991, and has had no
activity since 1992.

ITEM 7. FINANCIAL STATEMENTS.

The information required by this Item 7 appears on pages 10 through 12
of this Report, and is incorporated herein by reference.

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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

PART III

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The information set forth under "Item 1. Description of Business -
Executive Officers of the Registrant" is incorporated herein by reference. At
the date of this Report, the executive officers of the Registrant were Henry A.
Schulle and L. Mychal Jefferson II.

In the years prior to December 31, 1997, various officers and
directors of the Registrant have failed to file a Form 3 on a timely basis upon
becoming an executive officer and director of the Registrant.

Set forth below are the directors of the Registrant, together with
their ages as of the date of this Report. Each director is elected for a one
year term and serves until his successor is elected and qualified.

<TABLE>
<CAPTION>
Name Age Position Director Since
---- --- -------- --------------
<S> <C> <C> <C>
Henry A. Schulle . . . . . . . . . . . 34 Chairman of the Board of Directors November 1991

L. Mychal Jefferson II . . . . . . . . 29 Director January 1998
</TABLE>

Certain information with respect to the members of the Board of
Directors of the Registrant is set forth above in "Item 1. Description of
Business - Executive Officers of the Registrant."

ITEM 10. EXECUTIVE COMPENSATION.

Since 1991, the Registrant has not paid salaries or other form
compensation to any of its officers or directors. Effective as of January 20,
1998, L. Mychal Jefferson II will receive an annual salary of $36,000.

COMPENSATION OF DIRECTORS

The Registrant does not compensate any of its directors for their
services to the Registrant as directors. However, the Registrant does
reimburse its directors for expenses incurred in attending board meetings.

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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table presents certain information regarding the
beneficial ownership of all shares of the Common Stock at February 28, 1998
(i) each person who owns beneficially more than five percent of the outstanding
shares of the Common Stock, (ii) each director of the Company, (iii) each named
executive officer, and (iv) all directors and officers as a group.

<TABLE>
<CAPTION>
Shares Beneficially Owned
-------------------------
Name of Beneficial Owner (1) Number Percent (2)
----------------------- ------ -------
<S> <C> <C>
L. Mychal Jefferson II . . . . . . . . . . . . . . . . . . . . 940,000 90.38
Henry A. Schulle . . . . . . . . . . . . . . . . . . . . . . . 3,810 *
All directors and officers
as a group (two persons) . . . . . . . . . . . . . . . . . . 943,810 90.38

</TABLE>

- ---------------

* Less than one percent.

(1) Unless otherwise indicated, each person named in the above-described table
has the sole voting and investment power with respect to his shares of the
Common Stock beneficially owned.

(2) Unless otherwise provided, the calculation of percentage ownership is based
on the total number of shares of the Common Stock outstanding as of
February 28, 1998. Any shares of the Common Stock which are not
outstanding as of such date but are subject to options, warrants, or rights
of conversion exercisable within 60 days of February 28, 1998 shall be
deemed to be outstanding for the purpose of computing percentage ownership
of outstanding shares of the Common Stock by such person but shall not be
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not applicable.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) List of Documents Filed with this Report.

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
(1) Consolidated Financial Statements, UNICORP, Inc. and subsidiary companies--
Report of Alvin L. Dahl & Associates, P.C.,
independent certified public accountants, dated January 28, 1998 . . . . . . . . . . . . . . . . . 10
Balance Sheet-for the Years Ended December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . 11
Notes to Consolidated Financial Statements as of December 31, 1997 . . . . . . . . . . . . . . . . . 12
</TABLE>

All schedules have been omitted since the information required to be
submitted has been included in the financial statements or notes or has been
omitted as not applicable or not required.

7
<PAGE> 10
(2) Exhibits--

The exhibits indicated by an asterisk (*) are incorporated by
reference.

<TABLE>
<CAPTION>
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
----------- -------------------------
<S> <C>
3(a) Articles of Incorporation of Texoil, Inc. filed on May 8, 1981 with the Secretary
of State of Nevada, described in the Registration Statement on Form S-2 of the
Registrant., effective October 13, 1981. Commission File No. 2-73389.

3(b)* Certificate of Amendment to Articles of Incorporation of Texoil, Inc. filed on
October 10, 1989 with the Secretary of State of Nevada.

3(c)* Bylaws, as Amended January 20, 1998.

10(a) Agreement and Plan of Reorganization dated December 15, 1997 by and between
UNICORP, Inc., The Laissez-Faire Group, Inc., and L. Mychal Jefferson II with
respect to the exchange of all of the shares owned by L. Mychal Jefferson II in
The Laissez-Faire Group, Inc. for an amount of shares of UNICORP, Inc. equal to 94
percent of the issued and outstanding shares of its capital stock, described in
Exhibit "1" to Form 8-K for the Registrant dated February 13, 1998 and filed
February 18, 1998. Commission File No. 2-73389.

21* Subsidiaries of the Registrant.

23(a)* Consent of Alvin L. Dahl & Associates, P.C., certified public accountants.

27* Financial Data Schedule.
</TABLE>

- -------------
* Filed herewith.

(b) Reports on Form 8-K.

(1) Current Report on Form 8-K for the Registrant dated February
13, 1998, and filed on February 18, 1998. Commission File No.
2-73389, reporting a change in the control of the Registrant
and the acquisition of assets. ("Item 1. Changes in Control
of Registrant," and "Item 2. Acquisition of Assets").

No schedules are required as all information required has been
presented in the audited financial statements.

8
<PAGE> 11
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

UNICORP, INC.

By /s/ L. Mychal Jefferson II
---------------------------------
L. Mychal Jefferson II, President

March 3, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henry A. Schulle Chairman of the Board March 3, 1998
- ------------------------------
Henry A. Schulle

/s/ L. Mychal Jefferson II Chief Executive Officer, March 3, 1998
- ------------------------------ President, Secretary, Chief
L. Mychal Jefferson II Financial Officer, and Director
</TABLE>

9
<PAGE> 12
[ALVIN L. DAHL & ASSOCIATES, PC LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
And Stockholders
Unicorp, Inc.
2800 Post Oak, Suite 5260
Houston, Texas

We have audited the accompanying consolidated balance sheet of Unicorp, Inc.
and subsidiaries as of December 31, 1997. This financial statement is the
responsibility of the Company's management. Our responsibility is to express an
opinion of this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also incudes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit of the balance sheet provides a reasonable basis for our
opinion.

In our opinion, the consolidated balance sheet referred to above presents
fairly, in all material respects, the financial position of Unicorp, Inc. as of
December 31, 1997, in conformity with generally accepted accounting principles.

The accompanying financial statement has been prepared assuming that the
Company will continue as a going concern. As discussed in note 10 to the
financial statement, the Company has a history of recurring losses from
operations, has been dormant for several years, and has a net capital
deficiency that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in notes 5 and 10. The financial statement does not include any adjustments
that might result from the outcome of this uncertainty.

/s/ ALVIN L. DAHL & ASSOCIATES, PC
ALVIN L. DAHL & Associates, PC

January 28, 1998

Dallas, Texas
<PAGE> 13
UNICORP, INC.

BALANCE SHEET

FOR THE YEARS ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
ASSETS
1997
-----------
<S> <C>
Current Assets:

Cash 0

Total Current Assets 0

Property, Plant & Equipment 0
-----------
Total Assets 0

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts Payable $ 7,500
-----------
Total Current Liabilities 7,500

Stockholders' Equity:

Common Stock 163,780
50,000,000 shares authorized, 16,377,951
issued and outstanding, par value $0.01

Paid In Capital 2,932,474

Retained Earnings (deficit) (Notes 9 & 10) $(3,103,754)
-----------
Total Liabilities & Stockholders' Equity 0
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL STATEMENT
<PAGE> 14
UNICORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
AS OF DECEMBER 31, 1997

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation. The consolidated financial statement
includes the accounts of the Company and its subsidiaries. Intercompany
transactions and accounts are eliminated.

Cash Equivalents. Holdings of highly liquid investments with maturity of three
months or less when purchased are considered to be cash equivalents.

Inventories. Inventories are valued at the lower of cost or market.

Property, Plant, and Equipment. Property, plant, and equipment are valued at
cost less depreciation and amortization. Depreciation and amortization are
primarily accounted for on the straight-line method based on estimated useful
lives. Betterments and large renewals, which extend the life of the asset, are
capitalized whereas maintenance and repairs and small renewals are expensed as
incurred.

Sales. Income is recognized in the financial statements (and the customer
billed) when products are shipped.

Income Taxes. The Company uses the asset and liability method as identified in
SFAS 109, Accounting for Income Taxes.

Estimates. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Earnings Per Share. Primary Earnings Per Share are based upon 16,377,951
weighted average shares of common stock outstanding. No effect has been given to
common stock equivalents since none are outstanding.

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No.128 Earnings Per Share effective
for financial statement periods ending after December 15, 1997. This statement
specifies the computation, presentation, and disclosure requirements for
earnings per share for entities with publicly held common stock or potential
common stock.

<PAGE> 15

NOTE 2. OPERATIONS AND SUBSIDIARIES

The company was incorporated in the State of Nevada on May 8, 1981. In 1988, the
Stockholders voted to change the name to "Unicorp, Inc." In 1992, the Company
ceased active operations; However, the president personally continued to pay
state corporate fees to keep the corporations in good standing. During its
active life, the Company was an oil and gas operator and a medical insurance
claims processor through its wholly owned subsidiaries.

The Company owns one (1) subsidiary: Med-X Systems, Inc. (90% owned), and has
evidence of ownership of two (2) additional subsidiaries: Texas Nevada Oil & Gas
Company, and Whitsitt Oil Company, Inc. All are currently inactive with no known
assets or liabilities. Whitsitt Oil and Texas Nevada continued to operate for a
period after the parent ceased day to. day operations. The oil and gas
operations were liquidated and the proceeds as well as the income from the oil &
gas leases was used to pay accounts payable and day to day operating expenses.

Since the subsidiaries were inactive and the oil and gas operations have
previously been liquidated, the subsidiaries are given no value in the financial
statements. The Company has not been able to locate stock certificates
evidencing ownership of two of its subsidiaries: Whitsitt Oil Company, Inc. and
Texas Nevada Oil & Gas Company. The Company will take the necessary actions in
the future to prove ownership of these subsidiaries.

NOTE 3. INCOME TAXES

The Company uses the accrual method of accounting for tax and financial
reporting purposes. At December 31, 1997, the Company had net operating loss
carryforwards for financial and tax reporting purposes of approximately
$3,000,000. These carryforwards expire through the year 2005, and are further
subject to provisions of the Internal Revenue Code, Section 382. Pursuant to
Statement of Financial Accounting Standards No.109, the Company has recognized a
deferred tax asset attributable to the net operating loss carryover, which has
been fully offset by a valuation allowance in the same amount.

<TABLE>
<CAPTION>
Loss Carry Forward Expirations
<S> <C>
1998 $ 619,398
1999 $ 483,096
2000 $ 442,083
2001 $ 280,604
2002 $ 238,837
2003 $ 377,905
2004 $ 353,886
2005 $ 91,588
$ 2,887,397
Valuation allowance $(2,887,397)
</TABLE>

<PAGE> 16

NOTE 4. RELATED PARTY TRANSACTIONS

Before ceasing daily operations, the former President advanced funds to the
Company to cover operating expenses. These funds are not reflected on the
balance sheet as a note payable. Additionally, the former President has advanced
personal funds on the Company's behalf to keep the Company and Subsidiary
Corporations in "good standing" with State authorities. These advances were
forgiven in 1991.

NOTE 5. COMMITMENTS/SUBSEQUENT EVENTS

On December 15, 1997, the Company entered an agreement and plan of
reorganization with The Laissez-Faire Group, Inc., a Texas Corporation and L.
Mychal Jefferson II, its stockholder. This agreement requires the Company
(Unicorp, Inc.) to acquire The Laissez-Faire Group, Inc. in an exchange of
common stock. The Board of Directors approved this on December 31, 1997 with a
closing date to be established in 1998.

Subsequent to the balance sheet date, the Company, as required by the
aforementioned reorganization agreement, entered a commitment to purchase the
oil distribution business of Sellers Petroleum ("Sellers") of Yuma, Arizona.
Expected consideration for purchase is $7,000,000. The Company is also pursuing
an agreement to purchase a refinery located at the Valverde refurbishment
facility in Houston, Texas and a refinery and site, located in Nixon, Texas.
The Company is currently seeking financing necessary to consummate these
purchases.

Subsequent to the balance sheet date, the Company has committed to purchase
approximately 58,000 tons of Fluid Catalytic Catalyst (Zeolite) in exchange for
420,000 shares of Class A common stock and $5,800,000 of $100 Par Series A
Callable Preferred stock. A sale of 20,571 tons of the Zeolite has been
arranged in exchange for collateralized notes and commercial paper equaling
$5,000,000. The sale is contingent closing of the Laissez-Faire transaction.

NOTE 6. STOCKHOLDERS' EQUITY

At December 31, 1997, the number of authorized and issued Common Shares
outstanding and the related par value and dividends paid are as follows:

<TABLE>
<CAPTION>
1997
----
<S> <C>
Common Stock authorized 50,000,000
Common Stock issued 16,377,951
Common Stock outstanding 16,377,951
Common Stock, per share par value $ 0.01
Cash dividends paid on common stock 0
</TABLE>

<PAGE> 17

At the January 20, 1998 Director's meeting, a proposal was approved to reverse
split the Company's common stock on a 273 to 1 basis as required by the plan of
reorganization and agreement with The Laissez-Faire Group, Inc. The Company also
voted to amend its charter to issue (i) one hundred million (100,000,000) shares
of Class A voting common stock having a par value of $0.01 per share (ii) fifty
million (50,000,000) shares of Class B non-voting common stock, having a par
value of $0.01 per share (iii) ten million (10,000,000) shares of Class C voting
common stock having a par value of $0.01 per share and (iv) twenty-five million
(25,000,000) shares of Series A preferred stock, having a par value of $100.00
per share.

NOTE 7. YEAR 2000 ISSUES

The Company currently has no computer systems. It is anticipated that any future
purchases of computer hardware or software will be evaluated to eliminate any
potential Year 2000 problems. The Year 2000 Issue is the result of computer
programs being written using two digits rather than four to define the
applicable year. Any programs that applicable have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a major system failure or miscalculations.

NOTE 8. OMISSION OF INCOME STATEMENT AND STATEMENT OF CASH FLOWS

The Company has not had any business activity since 1991. Expenses advanced by
the former President were nominal and we're advanced to keep the Company and its
Subsidiaries current with the respective State Government authorities. Since
there was no income, only nominal expenses, which were advanced by a related
party; the Income Statement, and Statement of Cash Flows has been omitted from
this presentation.

NOTE 9. MINORITY INTEREST IN MED EX

The Company's Subsidiary, Med Ex, operated for one year (1988) and contributed
approximately $25,160 of positive net income to the Company's retained earnings
for that year. The ten-percent minority interest amounts to $2,516 and is
deemed not material to the financial statement.

NOTE 10. GOING CONCERN ISSUES

The accompanying financial statement was prepared assuming that the Company
would begin new operations as a going concern. The Company has a history of
operating losses during the period 1988 through 1992; and, as of the balance
sheet date, has no business activity. Although management has made commitments;
and agreements have been entered into subsequent to the balance sheet date (see
note 5), no assurances can be given that the new "start up" will be successful.
If the agreements and commitments, which have been made by management, are not
completed during 1998, the Company will have no on-going business activities or
operations.

<PAGE> 18
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
3(a) Articles of Incorporation of Texoil, Inc. filed on May 8, 1981 with the Secretary
of State of Nevada, described in the Registration Statement on Form S-2 of the
Registrant., effective October 13, 1981. Commission File No. 2-73389.

3(b)* Certificate of Amendment to Articles of Incorporation of Texoil, Inc. filed on
October 10, 1989 with the Secretary of State of Nevada.

3(c)* Bylaws, as Amended January 20, 1998.

21* Subsidiaries of the Registrant.

23(a)* Consent of Alvin L. Dahl & Associates, P.C., certified public accountants.

27* Financial Data Schedule.
</TABLE>

- -------------
* Filed herewith.

<PAGE> 1
EXHIBIT 3(b)

CERTIFICATE OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION OF

TEXOIL, INC.

Pursuant to the provisions of the Nevada Corporation Code, the
undersigned officers, H. L. Schulle, President, and Harry E. Whitsitt,
Secretary, of the undersigned Corporation hereby certify that the stockholders
of the Corporation adopted the following Amendments to its Articles of
Incorporation.

1. Article One is amended in its entirety to read as follows:

ARTICLE ONE

The name of the corporation is UNICORP, INC.

2. Article Four is amended in its entirety to read as follows:

ARTICLE FOUR

The amount of total authorized capital stock of the corporation shall
have the authority to issue is One Billion, Seven Hundred Fifty Million
($1,750,000,000) shares of Common Stock, each having a par value of $.01 per
share.

Each share of Common Stock issued and outstanding, shall be entitled
to one vote on all matters. Cumlative voting shall be denied. Dividends shall
be declared and paid out of funds legally available therefor. Shares of such
stock may be issued for such consideration and for such corporate purposes as
the Board of Directors may from time to time determine.

3. The number of shares voted for and against each such amendment
is stated as follows:

Article One: For 53,992,001 Against -0-

Article Four: For 53,992,001 Against -0-

Dated: September 29, 1988.

TEXOIL, INC.

--------------------------------------
H. L. Schulle, President

--------------------------------------
Harry E. Whitsitt, Secretary
<PAGE> 2

STATE OF TEXAS )
) ss.
COUNTY OF HARRIS )

Subscribed and sworn to before me this 29th day of September, 1988, by
H.L. Schulle, President, and Harry E. Whitsitt, Secretary, of UNICORP, INC., a
Nevada corporation.

Witness my hand and official seal.

My commission expires: __________________.

----------------------------------
Notary Public

----------------------------------
Address

----------------------------------

(S E A L)

This document filed in the Office of the
Secretary of State of the State of Nevada
October 10, 1988

<PAGE> 1
EXHIBIT 3(c)

AMENDED BYLAWS OF UNICORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

ARTICLE I
OFFICES AND RECORDS

1.1 Nevada Office. The principal office of UNICORP, INC. (the
"Company") in the State of Nevada shall be located in Reno, Nevada, and the
name and address of its registered agent is The Corporation Trust Company of
Nevada, One East First Street, Reno, Nevada 89501.

1.2 Other Offices. The Company may have such other offices,
either within or without the State of Nevada, as the Board of Directors may
from time to time designate or as the business of the Company may from time to
time require.

1.3 Books and Records. The books and records of the Company may
be kept outside the State of Nevada at such place or places as may from time to
time be designated by the Board of Directors.

ARTICLE II
STOCKHOLDERS

2.1 Annual Meeting. The annual meeting of stockholders of the
Company shall be held at such place, either within or without the State of
Nevada, and at such time and date as the Board of Directors, by resolution,
shall determine for the purpose of electing directors and for the transaction
of such other business as may be properly brought before the meeting.

2.2 Special Meeting. Subject to the rights of the holders of any
series of stock having a preference over the Common Stock of the Company as to
dividends or upon liquidation (the "Preferred Stock") to elect additional
directors under specific circumstances, special meetings of the stockholders
may be called by the Board of Directors or by one or more stockholders holding
at least one-tenth of the shares entitled to vote at any such meeting.

2.3 Place of Meeting. The Board of Directors may designate the
place of meeting for any meeting of the stockholders. If no designation is
made by the Board of Directors, the place of meeting shall be the principal
place of business of the Company in Houston, Texas.

2.4 Notice of Meeting. Written or printed notice, stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be prepared and delivered by the Company not less than
10 days nor more than 60 days before the date of the meeting, either personally
or by mail, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid, addressed to the stockholder
at such stockholder's address as it appears on the stock transfer books of the
Company. Such further notice shall be given as may be required by law. Only
such business shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the Company's notice of
meeting. Meetings may be held without notice if all stockholders entitled to
vote are present, or if notice is waived by those not present in accordance
with Section 6.4 of these Bylaws. Any previously scheduled meeting of the
stockholders may be postponed by resolution of the Board of Directors upon
public notice given prior to the time previously scheduled for such meeting of
stockholders.

2.5 Quorum and Adjournment. Except as otherwise provided by law
or by the Articles of Incorporation, the holders of one-third of the voting
power of the outstanding shares of the Company entitled to vote generally in
the election of directors (the "Voting Stock"), represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders. In addition,
when specified business is to be voted on by a class or series voting as a
class, the holders of a one-third of the voting power of the shares of such
class or series shall constitute a quorum for the transaction of such business.
The chairman of the meeting or a majority of the shares of Voting Stock so
represented may adjourn the meeting from time to time, whether or not there is
such a quorum (or, in the case of specified business to be voted on by a class
or series, the chairman or a majority of the shares of such class or series so
represented may adjourn the

1
<PAGE> 2
meeting with respect to such specified business). No notice of the time and
place of adjourned meetings need be given except as required by law. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

2.6 Proxies. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or as may be permitted by
law, or by such stockholder's duly authorized attorney-in-fact. Such proxy
must be filed with the Secretary of the Company or such stockholder's
representative at or before the time of the meeting.

2.7 Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the
Board of Directors of the Company and the proposal of business to be considered
by the stockholders may be made at an annual meeting of stockholders (a)
pursuant to the Company's notice of meeting delivered pursuant to Section 2.4
of these Bylaws, (b) by or at the direction of the Board of Directors, or (c)
by any stockholder of the Company who is entitled to vote at the meeting, who
complied with the notice procedures set forth in clauses (2) and (3) of this
paragraph (A) and this Bylaw and who was a stockholder of record at the time
such notice is delivered to the Secretary of the Company.

(2) For nominations or other business to be
properly brought before an annual meeting by a stockholder pursuant to clause
(c) of paragraph (A)(1) of this Bylaw, the stockholder must have given timely
notice thereof in writing to the Secretary of the Company and such other
business must otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal office of the Company not less than 70 days nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of an annual meeting is
advanced by more than 30 days, or delayed by more than 70 days, from the first
anniversary date of the previous year's annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 70th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first made
by the Company. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
regulations promulgated thereunder, including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected; (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Company's books, and of such beneficial
owner, and (ii) the class and number of shares of the Company which are owned
beneficially and of record by such stockholder and such beneficial owner.

(3) Notwithstanding anything in the second
sentence of paragraph (A)(2) of this Bylaw to the contrary, in the event that
the number of directors to be elected to the Board of Directors of the Company
is increased and there is no public announcement by the Company naming all of
the nominees for director or specifying the size of the increased Board of
Directors made by the Company at least 80 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's notice required by this
Bylaw shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
Secretary at the principal office of the Company not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Company.

(B) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Company's notice of meeting pursuant
to Section 2.4 of these Bylaws. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Company's notice of meeting

2
<PAGE> 3
(a) by or at the direction of the Board of Directors, or (b) by any stockholder
of the Company who is entitled to vote at the meeting, who complies with the
notice procedures set forth in this Bylaw and who is a stockholder of record at
the time such notice is delivered to the Secretary of the Company. Nominations
by stockholders of persons for election to the Board of Directors may be made
at such a special meeting of stockholders if the stockholder's notice as
required by paragraph (A)(2) of this Bylaw shall be delivered to the Secretary
at the principal executive offices of the Company not earlier than the 90th day
prior to such special meeting and not later than the close of business on the
later of the 70th day prior to such special meeting or the 10th day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting.

(1) Only persons who are nominated in accordance
with the procedures set forth in this Bylaw shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Bylaw. Except as otherwise provided by law,
the Articles of Incorporation or these Bylaws, the chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed in accordance
with the procedures set forth in this Bylaw and, if any proposed nomination or
business is not in compliance with this Bylaw, to declare that such defective
proposal or nomination shall be disregarded.

(2) For purposes of this Bylaw, "public
announcement" shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news service or in
a document publicly filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of
this Bylaw, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to
affect any rights of stockholders to request inclusion of proposals in the
Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

2.8 Procedure for Election of Directors. Election of directors at
all meetings of the stockholders at which directors are to be elected may be by
written ballot, and, subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specific circumstances, a
plurality of the votes cast thereat shall elect. Except as otherwise provided
by law, the Articles of Incorporation or these Bylaws, all matters other than
the election of directors submitted to the stockholders at any meeting shall be
decided by a majority of the votes cast with respect thereto.

2.9 Inspectors of Elections; Opening and Closing the Polls.

(A) The Board of Directors by resolution shall appoint
one or more inspectors, which inspector or inspectors may include individuals
who serve the Company in other capacities, including, without limitation, as
officers, employees, agents or representatives of the Company, to act at a
meeting of stockholders and make a written report thereof. One or more persons
may be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate has been appointed to act, or if all
inspectors or alternates who have been appointed are unable to act at a meeting
of stockholders, the chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging his
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability.
The inspectors shall have the duties prescribed by Title 7, Chapter 78 of the
Nevada Revised Statutes.

(B) The secretary of the meeting shall fix and announce
at the meeting the date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting.

2.10 Stockholder Action by Written Consent. Any action required to
be taken at any annual or special meeting of stockholders, or any action which
may be taken at any such meeting, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be

3
<PAGE> 4
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE III
BOARD OF DIRECTORS

3.1 General. The business and affairs of the Company shall be
managed by or under the direction of its Board of Directors. In addition to
the powers and authorities by these Bylaws expressly conferred upon them, the
Board of Directors may exercise all such powers of the Company and do all such
lawful acts and things as are not by law or by the Articles of Incorporation or
by these Bylaws required to be exercised or done by the stockholders.

3.2 Number, Tenure and Qualifications. Subject to the rights of
the holders of any series of Preferred Stock to elect directors under specific
circumstances, the number of directors shall be fixed from time to time
pursuant to a resolution adopted by a majority of the Board of Directors but
shall consist of not less than three directors. Each director shall hold
office until his successor shall have been duly elected and qualified.

3.3 Regular Meetings. A regular meeting of the Board of Directors
may be held without other notice than this Bylaw immediately after, and at the
same place as, each annual meeting of stockholders. The Board of Directors
may, by resolution, provide the time and place for the holding of additional
regular meetings without other notice than such resolution.

3.4 Special Meetings. Special meetings of the Board of Directors
shall be called at the request of the Chairman of the Board, the Chief
Executive Officer or a majority of the Board of Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place and time of the meetings.

3.5 Notice. Notice of any special meeting shall be given to each
director at such director's business or residence in writing or by telegram or
by telephone communication. If mailed, such notice shall be deemed adequately
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid, at least five days before such meeting. If by telegram, such
notice shall be deemed adequately delivered when the telegram is delivered to
the telegraph company at least 24 hours before such meeting. If by facsimile
transmission, such notice shall be transmitted at least 24 hours before such
meeting. If by telephone, the notice shall be given at least 12 hours prior to
the time set for the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need
be specified in the notice of such meeting. A meeting may be held at any time
without notice if all the directors are present or if those not present waive
notice of the meeting in writing, either before or after such meeting.

3.6 Quorum. A majority of the Board of Directors shall constitute
a quorum for the transaction of business, but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the
directors present may adjourn the meeting from time to time without further
notice. The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors. The directors
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough directors to leave less
than a quorum.

3.7 Vacancies. Subject to the rights of the holders of any series
of Preferred Stock to elect additional directors under specific circumstances,
and unless the Board of Directors otherwise determines, vacancies resulting
from death, resignation, retirement, disqualification, removal from office or
other cause, and newly created directorships resulting from any increase in the
authorized number of directors, shall be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the Board of
Directors, and directors so chosen shall hold office for a term expiring at the
next annual meeting of stockholders and until such director's successor shall
have been duly elected and qualified. No decrease in the number of authorized
directors shall shorten the term of any incumbent director.

3.8 Executive and Other Committees. The Board of Directors may,
by resolution adopted by a majority of the whole Board, designate an Executive
Committee, and one or more additional committees, to exercise, subject to
applicable provisions of law, such powers of the Board in the management of the
business and affairs of the

4
<PAGE> 5
Company as set forth in said resolution, but no such committee shall have the
power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required to be submitted to the stockholders for approval or (ii) adopting,
amending or repealing any Bylaw of the Company. The Executive Committee and
each such other committee shall consist of two or more directors of the
Company. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee may to the extent
permitted by law exercise such powers and shall have such responsibilities as
shall be specified in the designating resolution. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Each committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board of Directors when
required.

A majority of any committee may determine its action and fix the time
and place of its meetings, unless the Board of Directors shall otherwise
provide. Notice of such meetings shall be given to each member of the
committee in the manner provided for in Section 3.5 of these Bylaws. The Board
of Directors shall have power at any time to fill vacancies in, to change the
membership of, or to dissolve any such committee. Nothing herein shall be
deemed to prevent the Board of Directors from appointing one or more committees
consisting in whole or in part of persons who are not directors of the Company;
provided, however, that no such committee shall have or may exercise any
authority of the Board of Directors.

3.9 Removal. Subject to the rights of the holders of any series
of Preferred Stock to elect additional directors under specific circumstances,
any director, or the entire Board of Directors, may be removed from office at
any time, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.

ARTICLE IV
OFFICERS

4.1 Elected Officers. The elected officers of the Company shall
be a Chairman of the Board, a Chief Executive Officer, one or more Vice
Presidents, a Secretary, and such other officers (including, without
limitation, a President) as the Board of Directors from time to time may deem
proper. The Chairman of the Board may also serve as the Chief Executive
Officer. The Chairman of the Board shall be chosen from the directors. All
officers chosen by the Board of Directors shall each have such powers and
duties as generally pertain to their respective stockholders and of the Board
of Directors. The Chairman shall make reports to the Board of Directors and
the stockholders, and shall perform all such other duties as are properly
required of him by the Board of Directors.

4.2 Election and Term of Office. The elected officers of the
Company shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held at the time of each annual meeting of
the stockholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient. Subject
to Section 4.8 of these Bylaws, each officer shall hold office until such
officer's successor shall have been duly elected and shall have qualified or
until such officer's death or until such officer shall resign.

4.3 Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors. The
Chairman shall make reports to the Board of Directors and the stockholders and
shall perform all such other duties as are properly required of him by the
Board of Directors.

4.4 Chief Executive Officer. The Chief Executive Officer shall be
responsible for the general management of the affairs of the Company and shall
perform all duties incidental to the Chief Executive Officer's office which may
be required by law and all such other duties as are properly required of him by
the Board of Directors. The Chief Executive Officer shall see that all orders
and resolutions of the Board of Directors and of any committee thereof are
carried into effect.

4.5 President. The President (if one shall have been chosen by
the Board of Directors) shall act in a general executive capacity and shall
assist the Chairman of the Board in the administration and operation of the

5
<PAGE> 6
Company's business and general supervision of its policies and affairs. The
President shall, in the absence of or because of the inability to act of the
Chairman of the Board, perform all duties of the Chairman of the Board and
preside at all meetings of stockholders and of the Board of Directors. The
President may sign, alone or with the Secretary, or an Assistant Secretary, or
any other proper officer of the Company authorized by the Board of Directors,
certificates, contracts, and other instruments of the Company as authorized by
the Board of Directors.

4.6 Vice Presidents. Each Vice President shall have such powers
and perform such duties as from time to time may be assigned to him by the
Board of Directors or be delegated to him by the President. The Board of
Directors may assign to any Vice President general supervision and charge over
any territorial or functional division of the business and affairs of the
Company.

4.7 Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors and all other notices
required by law or by these Bylaws, and in case of the Secretary's absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the Chairman of the Board, the Chief Executive Officer,
or by the Board of Directors, upon whose request the meeting is called as
provided in these Bylaws. The Secretary shall record all the proceedings of
the meetings of the Board of Directors, any committees thereof and the
stockholders of the Company in a book to be kept for that purpose, and shall
perform such other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board or the Chief Executive Officer. The Secretary shall
have the custody of the seal of the Company and shall affix the same to all
instruments requiring it, when authorized by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer, and attest to the same.

4.8 Removal. Any officer elected by the Board of Directors may be
removed by a majority of the members of the whole Board whenever, in their
judgment, the best interests of the Company would be served thereby. No
elected officer shall have any contractual rights against the Company for
compensation by virtue of such election beyond the date of the election of such
officer's successor or such officer's death, resignation or removal, whichever
event shall first occur, except as otherwise provided in an employment contract
or an employee plan.

4.9 Vacancies. A newly created office and a vacancy in any office
because of death, resignation, or removal may be filled by the Board of
Directors for the unexpired portion of the term at any meeting of the Board of
Directors.

ARTICLE V
STOCK CERTIFICATES AND TRANSFERS

5.1 Stock Certificates and Transfers.

(A) The interest of each stockholder of the Company shall
be evidenced by certificates for shares of stock in such form as the
appropriate officers of the Company may from time to time prescribe, unless it
shall be determined by, or pursuant to, a resolution adopted by the Board of
Directors that the shares representing such interest be uncertificated. The
shares of the stock of the Company shall be transferred on the books of the
Company by the holder thereof in person or by such person's attorney, upon
surrender for cancellation of certificates for the same number of shares, with
an assignment and power of transfer endorsed thereon or attached thereto, duly
executed, with such proof of the authenticity of the signature as the Company
or its agents may reasonably require.

(B) The certificates of stock shall be signed,
countersigned and registered in such manner as the Board of Directors may by
resolution prescribe, which resolution may permit all or any of the signatures
on such certificates to be in facsimile. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Company with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.

6
<PAGE> 7
ARTICLE VI
MISCELLANEOUS PROVISIONS

6.1 Fiscal Year. The fiscal year of the Company shall be
determined by resolution of the Board of Directors.

6.2 Dividends. The Board of Directors may from time to time
declare, and the Company may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its Articles of
Incorporation.

6.3 Seal. The corporate seal may bear in the center the emblem of
some object, and shall have inscribed thereunder the words "Corporate Seal" and
around the margin thereof the words "UNICORP, Inc. - Nevada."

6.4 Waiver of Notice. Whenever any notice is required to be given
to any stockholder or director of the Company under the provisions of Title 7,
Chapter 78 of the Nevada Revised Statutes, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Neither the business to be transacted at, nor the purpose of, any annual or
special meeting of the stockholders or of the Board of Directors need be
specified in any waiver of notice of such meeting.

6.5 Audits. The accounts, books and records of the Company shall
be audited upon the conclusion of each fiscal year by an independent certified
public accountant selected by the Board of Directors, and it shall be the duty
of the Board of Directors to cause such audit to be made annually.

6.6 Resignations. Any director or any officer, whether elected or
appointed, may resign at any time by serving written notice of such resignation
on the Chairman of the Board, the Chief Executive Officer, the President, if
any, or the Secretary, and such resignation shall be deemed to be effective as
of the close of business on the date said notice is received by the Chairman of
the Board, the Chief Executive Officer, the President, if any, or the Secretary
or at such later date as is stated therein. No formal action shall be required
of the Board of Directors or the stockholders to make any such resignation
effective.

6.7 Indemnification and Insurance.

(A) Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or a person of whom
he is the legal representative is or was a director, officer or employee of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of any other corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent authorized
by Title 7, Chapter 78 of the Nevada Revised Statutes as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his heirs, executors and administrators; provided,
however, that except as provided in paragraph (B) of Section 6.7 of these
Bylaws with respect to proceedings seeking to enforce rights to
indemnification, the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) initiated by such person
was authorized by the Board of Directors of the Company.

(B) If a claim under paragraph (A) of this Bylaw is not
paid in full by the Company within 30 days after a written claim has been
received by the Company, the claimant may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant also shall

7
<PAGE> 8
be entitled to be paid the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Company) that the claimant has not met the standards of conduct
which make it permissible under Title 7, Chapter 78 of the Nevada Revised
Statutes for the Company to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Company. Neither the
failure of the Company (including its Board of Directors, independent legal
counsel or stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he has met the applicable standard of conduct set forth
Title 7, Chapter 78 of the Nevada Revised Statutes, nor an actual determination
by the Company (including its Board of Directors, independent legal counsel or
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

(C) Following any "change of control" of the Company of
the type required to be reported under Item 1 of Form 8-K promulgated under the
Exchange Act, any determination as to entitlement to indemnification shall be
made by independent legal counsel selected by the claimant which independent
legal counsel shall be retained by the Board of Directors on behalf of the
Company.

(D) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Bylaw shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
Articles of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

(E) The Company may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the Company
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss
under Title 7, Chapter 78 of the Nevada Revised Statutes.

(F) The Company may, to the extent authorized from time
to time by the Board of Directors, grant rights to indemnification, and rights
to be paid by the Company the expenses incurred in defending any proceeding in
advance of its final disposition, to any agent of the Company to the fullest
extent of the provisions of this Bylaw with respect to the indemnification and
advancement of expenses of directors, officers and employees of the Company.

(G) The right to indemnification conferred in this Bylaw
shall be a contract right and shall include the right to be paid by the Company
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if Title 7, Chapter 78 of the Nevada
Revised Statutes requires, the payment of such expenses incurred by a director
or officer in his capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, with limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Company of an undertaking by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this
Bylaw or otherwise.

(H) Any amendment or repeal of this Article VI shall not
adversely affect any right or protection existing hereunder in respect of any
act or omission occurring prior to such amendment or repeal.

ARTICLE VII
AMENDMENTS

7.1 Amendments. These Bylaws may be amended, added to, rescinded
or repealed by the Board of Directors or by the affirmative vote of the holders
of a majority of the Company's stock, outstanding and entitled to vote at the
meeting at which any Bylaw is adopted, amended or repealed.

<PAGE> 1
EXHIBIT 21

UNICORP, INC. SUBSIDIARIES

<TABLE>
<CAPTION>
NAME PLACE OF INCORPORATION OWNERSHIP
---- ---------------------- ---------
<S> <C> <C>
Med-X Systems, Inc. Texas 90%
Texas Nevada Oil & Gas Company Texas 100%
Whitsitt Oil Company, Inc. Texas 100%
The Laissez-Faire, Inc. Texas 100%
</TABLE>

<PAGE> 1
EXHIBIT 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in the
Form 10-KSB of UNICORP, Inc. (File No. 2-73389) for the fiscal year ended
December 31, 1997, of our comments and report dated January 28, 1998. We also
consent to all references to us in such Form 10-KSB, including references to us
as experts.

ALVIN L. DAHL & ASSOCIATES, P.C.

Dallas, Texas
March 3, 1998

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
1997 10-KSB
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 7,500
<BONDS> 0
0
0
<COMMON> 163,780
<OTHER-SE> (171,280)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> .00
<EPS-DILUTED> .00

</TABLE>