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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): DECEMBER 15, 1997
UNICORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
2-73389 75-1764386
(Commission File No.) (I.R.S. Employer Identification No.)
600 TRAVIS, SUITE 6500
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices)
(713) 229-9100
(Registrant's Telephone Number, Including Area Code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
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 Agreement closed on
December 31, 1997. Pursuant to the terms of the Agreement, 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 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, Jefferson agreed to take shares of the Registrant's existing
common stock, so that after the closing, Jefferson owns 94 percent of the
issued and outstanding shares of the common stock of the Registrant.
ITEM 2. ACQUISITION OF ASSETS.
See Item 1 above.
ITEM 5. OTHER EVENTS.
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 will be no
fractional shares issued or cash paid in lieu of fractional shares, and
consequently, all shares to be received as a result of the reverse split shall
be rounded up to nearest whole share. No vote of the stockholders was
necessary to implement the change.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. As shown in the
Financial Statements of Laissez-Faire described in the Agreement, Laissez-Faire
had no assets or liabilities. Consequently, there is no need to present any
financial information with respect to Laissez-Faire.
(b) Pro forma financial information. As shown in the Financial
Statements of Laissez-Faire described in the Agreement, Laissez-Faire had no
assets or liabilities. Consequently, there is no need to present any financial
information with respect to Laissez-Faire.
(c) Exhibits. The exhibits indicated by an asterisk (*) are
incorporated by reference.
1.* 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
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of its capital stock. 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").
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNICORP, INC.
Date: April 20, 1998 By /s/ L. Mychal Jefferson II
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L. Mychal Jefferson II, President
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