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SCHEDULE 14 C
INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X ] Preliminary information statement
[ ] Definitive information statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
UNICORP, INC.
(NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction
applies: Not Applicable.
(2) Aggregate number of securities to which transaction applies:
Not Applicable.
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): Not Applicable.
(4) Proposed maximum aggregate value of transaction: Not
Applicable.
(5) Total fee paid: Not Applicable.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(1) Amount Previously Paid: Not Applicable.
(2) Form, Schedule or Registration Statement No.: Not Applicable.
(3) Filing Party: Not Applicable.
(4) Date Filed: Not Applicable.
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INFORMATION STATEMENT
UNICORP, INC.
600 TRAVIS, SUITE 6500
HOUSTON, TEXAS 77002
April 17, 1998
Dear Stockholder:
This Information Statement is being provided to inform you that L.
Mychal Jefferson II ("Jefferson"), who holds approximately 91 percent of the
outstanding common stock of UNICORP, Inc. (the "Company"), has delivered to the
Company a written consent by which Jefferson has requested and consented to the
following actions (the "Actions"): (i) the election of three directors of the
Company, and (ii) amendments to the Articles of Incorporation of the Company as
described in the Information Statement.
The actions taken by Jefferson's consent will become effective 20
days from the date hereof.
This Information Statement is being provided to you for information
purposes only. Your vote is not required to approve the Actions. This
Information Statement does not relate to an annual meeting or special meeting
in lieu of an annual meeting. You are not being asked to send a proxy and you
are requested not to send one.
Very truly yours,
/s/ L. Mychal Jefferson II
L. Mychal Jefferson II,
Secretary
<PAGE> 3
UNICORP, INC.
600 TRAVIS, SUITE 6500
HOUSTON, TEXAS 77002
(713) 229-9100
_______________________
INFORMATION STATEMENT
_______________________
Notice to Stockholders pursuant to Section 14(c) of the Securities
Exchange Act of 1934.
_______________________
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
_______________________
This Information Statement is being provided to inform you that L.
Mychal Jefferson II ("Jefferson"), who holds approximately 91 percent of the
outstanding common stock, par value $0.01 per share (the "Common Stock") of
UNICORP, Inc. (the "Company"), has delivered to the Company a written consent
by which Jefferson has requested and consented to the following actions (the
"Actions"): (i) the election of three directors of the Company, and (ii)
amendments to the Articles of Incorporation of the Company as described herein.
This Information Statement is furnished for informational purposes only, and
does not relate to an annual meeting or special meeting in lieu of an annual
meeting. Your vote is not required to approve the Actions. You are not being
asked to send a proxy and you are requested not to send one. This Information
Statement is being mailed on or about April 17, 1998 to holders of record of
the Company's Common Stock at the close of business on April 17, 1998.
JEFFERSON'S ACTIONS BY WRITTEN CONSENT IN LIEU OF A MEETING
Jefferson has executed and delivered to the Company an action by
written consent (the "Consent") pursuant to Section 78.320 of the Nevada
Revised Statutes (the "Private Corporations Law") signed by him and dated
April 13, 1998. By such Consent, Jefferson has voted, pursuant to Sections
78.320, 78.385 and 78.390 of the Private Corporations Law, (i) to elect the
individuals listed below under "Elected Directors" as directors of the Company
(Item No. 1), and (ii) to amend the Articles of Incorporation in the manner
summarized under "Amendment to the Articles of Incorporation to Change Name of
Company" and "Amendment to the Articles of Incorporation to Modify Capital
Structure" (Item No. 2 and Item No. 3), and more fully set forth in Appendix A.
Under Nevada law, stockholders of the Company are not entitled to
dissenters' rights or rights of appraisal with regard to the Actions authorized
by the Consent.
VOTING SECURITIES
The Company's authorized capital stock consists of 50,000,000
shares of the Common Stock. Pursuant to Section 78.350 of the Private
Corporations Law, the record date for the actions by written consent in lieu of
a meeting was April 17, 1998 (the "Record Date"). As of the Record Date, the
Company had 1,090,000 shares of the Common Stock issued and outstanding.
Each holder of the Common Stock is entitled to one vote per share
for the election of directors. Inasmuch as each share of the Common Stock is
entitled to one vote, the total voting power of all such outstanding shares of
the Common Stock as of the Record Date was, therefore, 1,090,000 votes.
Holders of the Common Stock may not cumulate their votes in the election of
directors.
As of the Record Date, Jefferson beneficially owned 940,000 shares
of the Company's Common Stock. Accordingly, pursuant to Sections 78.320 and
78.390 of the Private Corporations Law and the Company's Articles of
Incorporation, Jefferson's ownership of a majority of the issued and
outstanding shares of the Common Stock entitled him to elect the directors and
to approve the amendments to the Company's Articles of Incorporation as
described hereinafter by written consent in lieu of a meeting. Because
Jefferson has sufficient voting power to approve the Actions
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through his ownership of the Company's Common Stock, no other stockholder
consents are being solicited and no stockholders' meeting is being held in
connection with the Actions. This Information Statement serves as notice of
the Actions taken pursuant to Section 78.320 of the Private Corporations Law.
ITEM NO. 1 ELECTION OF DIRECTORS
Pursuant to the Consent, the following individuals will become duly
elected and qualified as directors of the Company: (i) L. Mychal Jefferson II,
(ii) Azie Taylor Morton, and (iii) Reginald V. Williams (collectively, the
"Elected Directors"). The Elected Directors shall be responsible for the
general management of the business affairs of the Company and may exercise all
powers of the Company and do all such lawful acts and things as are not limited
or prohibited by the Articles of Incorporation or the Bylaws of the Company, or
applicable law, or required to be exercised or done by the stockholders. As
directors of the Company, the Elected Directors will be subject to the rights,
obligations and responsibilities imposed on directors of the Company by the
Articles of Incorporation, the Bylaws and applicable law. Each Elected
Director shall serve for a term of one year and until his successor shall have
been duly elected and qualified or, in the case of removal, until such earlier
date as may be established.
Background of Elected Directors and Management. The following
summarizes the age, business experience and background of the persons to become
directors pursuant to the Consent and the present management of the Company:
<TABLE>
<CAPTION>
Name Age Position Director Since
---- --- -------- --------------
<S> <C> <C> <C>
L. Mychal Jefferson II . . . . . . . . . 29 Chief Executive Officer, President, January 1998
Secretary, Chief Financial Officer
and Director
Azie Taylor Morton . . . . . . . . . . . 61 Director January 1998
Reginald V. Williams . . . . . . . . . . 30 Director April 1998
</TABLE>
The Company may employ such additional management personnel as the
Board of Directors deems necessary. The Company has not identified or reached
an agreement or understanding with any other individuals to serve in such
management positions, but does not anticipate any difficulty in employing
qualified personnel.
A description of the business experience during the past several years
for each of the directors and executive officers of the Company is set forth
below.
L. Mychal Jefferson II has served as President of the Company 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.
Azie Taylor Morton has been a distinguished public servant and
experienced businessperson. She was appointed and served as the 36th Treasurer
of the United States and has served in various capacities within federal and
state governmental agencies. In addition to her governmental administration
experience, Ms. Morton has owned and operated a Wendy's Old Fashioned Hamburger
franchise and currently is President of Exeter Capital Asset Management
Company. Ms. Morton has also served on numerous corporate and civic boards,
and continues to serve as a director/trustee of Scholtzsky's Deli (Compensation
Committee), Citizens Trust of Portsmouth, New Hampshire (Chair, Audit
Committee) and St. Edwards University (Austin, Texas). Ms. Morton graduated
from Huston-Tillotson College (B.S. Business Education - Cum Laude) and has
received honorary degrees from Atlanta University, Bryant College and
Huston-Tillotson College.
Reginald V. Williams presently serves as Chief Financial Officer of
Parkland Foundation and Associate Director of Grants Management of Parkland
Memorial Hospital of Dallas, Texas. Mr. Williams graduated from the
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University of Southern Mississippi where he received a Bachelor of Science
Degree in Business Administration (Accounting).
Ms. Morton is the mother-in-law of Mr. Jefferson. Mr. Williams and
Mr. Jefferson are related by marriage.
Meetings of Board of Directors. There were no meetings of the Board
of Directors held during the last fiscal year.
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 April 17, 1998 for
(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
All directors and officers
as a group (three persons) .................................. 940,000 90.38
</TABLE>
- -----------------
(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 April
17, 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 April 17, 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.
EXECUTIVE AND DIRECTOR COMPENSATION
Since 1991, the Company 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.
By appropriate resolution of the Board of Directors, directors may be
reimbursed or advanced cash for expenses, if any, relating to attendance at
meetings of the Board of Directors.
ITEM NO. 2 AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE
NAME OF COMPANY
Pursuant to the Consent, the name of the Company will be changed from
"UNICORP, Inc." to "United States Refining and Petrochemicals, Inc." The name
change will become effective upon the proper filing of Articles of Amendment of
the Articles of Incorporation, a copy of which is attached hereto as Appendix
A.
The decision to change the name of the Company was based on the desire
of management that the name of the Company reflect the Company's present
business plan.
ITEM NO. 3 AMENDMENT TO THE ARTICLES OF INCORPORATION TO MODIFY
CAPITAL STRUCTURE
Pursuant to the Consent, the Company has adopted Articles of Amendment
of the Articles of Incorporation of the Company (the "Amendment"), a copy of
which is attached hereto as Appendix A. The following description of the
Amendment is qualified by reference to the full text of the Amendment described
in Appendix A.
The principal effect of the Amendment will be to expand the Company's
equity structure. As summarized below, the Amendment establishes three
separate classes of Common Stock and one class of Preferred Stock.
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Class A Voting Common Stock. Unless otherwise provided, the existing
authorized Common Stock of the Company will be exchanged for Class A Voting
Common Stock, par value of $0.01 per share. The exchange will be on a share
for share basis. The number of shares authorized for issuance as Class A Voting
Common Stock will be set at 100,000,000 shares which represents an increase
from the 50,000,000 shares of Common Stock authorized prior to the adoption of
the Amendment.
The voting and dividend characteristics of Class A Voting Common Stock
differ from those associated with the Common Stock issued and outstanding prior
to the adoption of the Consent. The Class A Voting Common Stock has a voting
right to elect one-third (1/3) of the Board of Directors of the Company. In
all other voting matters the class is entitled to a one-third (1/3) aggregate
voting right (the "Class A Vote"). The Class A Vote will be determined by a
separate vote among the holders of Class A Voting Common Stock wherein, and
unless a different percentage is required, a majority of the votes cast shall
control. Holders of Class A Voting Common Stock are entitled to one (1) vote
for every one (1) share held.
In addition, each share of Class A Voting Common Stock has a right to
participate in dividends declared with respect to the Common Stock in an amount
equal to one-half ( 1/2) of any distribution per share. Such right shall be in
preference to the rights of other classes of Common Stock. All preemptive
rights and cumulative voting rights are denied. No declared dividend payments
were due or owing with regard to the Common Stock as of the date of the
Consent.
In addition to the shares of Class A Voting Common Stock the Company
plans to issue in exchange for the shares of Common Stock outstanding prior to
the Consent, the Company will issue an additional 420,000 shares of the Class A
Voting Common Stock. These shares will be issued in conjunction with the
Agreement of Purchase and Sale of Assets (the "Asset Purchase Agreement")
executed by and between the Company and Equitable Assets Incorporated
("Equitable") effective January 1, 1998. The terms of the Asset Purchase
Agreement provided for the sale of 58,285.71 tons of Zeolite, having an agreed
value of $10,200,000, by Equitable to the Company in exchange for the Company's
commitment to issue 420,000 shares of Class A Voting Stock and 58,000 shares of
Series A Preferred Stock, discussed below, (collectively, the "Equitable
Securities"). The Equitable Securities will be issued pursuant to Board of
Directors resolution and, upon issuance, will represent fully paid,
non-assessable shares of the Company.
Class B Non-Voting Common Stock. The Amendment provides for the
creation of Class B Non-Voting Common Stock, par value of $0.01 per share,
consisting of 50,000,000 shares authorized. Class B Non-Voting Common Stock
does not enjoy any voting privileges. Each share of Class B Non-Voting Common
Stock has a right to participate in dividends declared with respect to the
Common Stock in an amount equal to one-fourth (1/4) of any distribution per
share. Such right shall be in preference to the rights of Class C Voting
Common Stock. All preemptive rights and cumulative voting rights are denied.
The Company has no intention of issuing Class B Non-Voting Common
Stock in the immediate future through any proposed transaction or offering.
Class C Voting Common Stock. The Amendment authorizes 10,000,000
shares of Class C Voting Common Stock, par value of $0.01 per share. The
holders of Class C Voting Common Stock have a voting right to elect two-thirds
(2/3) of the Board of Directors of the Company. In all other voting
matters the class is entitled to a two-thirds (2/3) aggregate voting right (the
"Class C Vote"). The Class C Vote will determined by a separate vote among the
holders of Class C Voting Common Stock wherein, and unless a different
percentage is required, a majority of the votes cast shall control. Holders of
Class C Voting Common Stock are entitled to one (1) vote for every one (1)
share held.
In addition, each share of Class C Voting Common Stock has a right to
participate in declared dividends with respect to the Common Stock in an amount
equal to one-fourth (1/4) of any distribution per share and such right shall be
subordinated to the dividend rights of other classes of Common Stock.
Moreover, at any time after October 1, 1999, the issued and outstanding Class C
Voting Common Stock may be converted into Class A Voting Common Stock and Class
B Non- Voting Common Stock at a rate of three (3) shares of Class A Voting
Common Stock and three (3) shares of Class B Non-Voting Common Stock for each
share of Class C Voting Common Stock converted. All preemptive rights and
cumulative voting rights are denied.
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The authorization of the Class C Voting Common Stock will permit the
Company to issue 530,000 shares of such stock, as originally intended, to
Mychal L. Jefferson II in connection with the Agreement and Plan of
Reorganization (the "Reorganization Agreement") executed by the Company, The
Laissez-Faire Group, Inc. ("Laissez-Faire"), and Jefferson on December 31,
1997. Pursuant to the terms of the Reorganization Agreement, Jefferson was to
acquire 530,000 shares of the Class C Voting Common Stock of the Company.
However, at the time of the closing of the Reorganization Agreement, the
Company did not have the requisite capital structure in place to issue to
Jefferson the Class C Voting Common Stock. In the meantime, Jefferson agreed
to take shares of the Company's existing Common Stock, so that after the
closing, Jefferson owned 94 percent of the issued and outstanding shares of the
Common Stock of the Company.
Upon the proper filing of Articles of Amendment with the Nevada
Secretary of State, the 530,000 shares of Common Stock held by Jefferson will
be exchanged for 530,000 shares of Class C Voting Common Stock in accordance
with the original terms of the Reorganization Agreement. The 530,000 shares of
Class C Voting Common Stock will be issued pursuant to Board of Directors
resolution and, upon issuance, will represent fully paid, non-assessable shares
of the Company.
Preferred Stock. The Amendment also creates a class of Preferred
Stock with 25,000,000 shares authorized and having a par value of $1.00 per
share. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to create and provide for
the issuance of shares of Preferred Stock in series and, by filing a
certificate pursuant to the applicable law of the State of Nevada, to establish
from time to time the number of shares to be included in each such series, and
to fix the par value, designations, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or restrictions
thereof. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of dividend or interest
rates, conversion rights, conversion prices, voting rights, redemption prices
and maturity dates.
The terms of the Asset Purchase Agreement, as discussed above in Class
A Voting Common Stock, provide for the issuance of 58,000 shares of the Series
A Preferred Stock. The Series A Preferred Stock will have the following
general characteristics: (i) non-voting; (ii) eligible for non-cumulative,
ordinary dividends prior and in preference to Common Stock, when and if
properly declared by the Board of Directors of the Company; (iii) interest
bearing at an annual coupon rate of eight and one-half percent (8 1/2 %); (iv)
liquidation preference in the event of any liquidation, dissolution or winding
up of the Company; (v) subject to adjustment in the event of a stock split,
reverse stock split, or similar capital restructuring; and (vi) no preemptive
right with regard to the Series A Preferred Stock or any other securities of
the Company. The Series A Preferred Stock will be issued pursuant to Board of
Directors resolution and, upon issuance, will represent fully paid,
non-assessable shares of the Company.
Offering; Restricted Securities. Management expects to offer the
Class A Voting Common Stock, the Class C Voting Common Stock, and the Series A
Preferred Stock to in one or more private transactions exempt from registration
under applicable securities laws. The securities to be issued in these
transactions will be deemed restricted securities and will bear an appropriate
legend indicating the same.
Reasons for and Effect of the Amendment. Generally, the Company
believes that the adoption of Amendment, including the creation of additional
classes of Common Stock and a class of Preferred Stock, will serve the best
interests of the Company. First, by increasing the number of securities
available for issuance, the Company has the opportunity to raise additional
capital through selected equity financings. Second, the Company can explore
more flexible approaches to equity financing by packaging Common Stock and
Preferred Stock offerings for investors. Third, the authorization of
additional equity securities provides the Company greater latitude when
engaging in commercial transactions by offering alternative methods of payment.
Specifically, the authorization of Class A Voting Common Stock, Class C Voting
Common Stock and the Series A Preferred Stock will enable the Company to
provide the agreed upon consideration negotiated by management under the Asset
Purchase Agreement and the Reorganization Agreement.
Existing stockholders of the Company may not be eligible to
participate in the offering of any class of Common Stock or series of Preferred
Stock authorized by the Amendment. In the event shares of Class A Voting
Common Stock are issued and existing stockholders are not able or eligible to
purchase a sufficient number of shares to maintain their
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ownership percentage of the Company, such stockholders will be diluted.
Similarly, in the event authorized shares of Class C Voting Common Stock, with
rights of conversion into shares of Class A Voting Common Stock and Class B
Non-Voting Common Stock, are issued, the equity ownership of existing
stockholders of Class A Voting Common Stock will be diluted upon conversion of
the Class C Voting Common Stock.
FINANCIAL STATEMENTS
The financial statements of the Company appear on Appendix B, attached
hereto, and are herein incorporated by reference.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following is a discussion of the Company's financial condition and
results of operations. This discussion should be read in conjunction with the
Consolidated Financial Statements of the Company attached as Appendix B to this
Information Statement. 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 Company 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
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 Company
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 Company 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 Company.
A public relations agreement has been signed with Jaz Bermaine &
Company to provide public relations and market exposure for the Company. It is
expected that the Company will be traded on the OTC Bulletin Board until such
time as the Company can qualify for a listing on different exchange.
Pending Acquisitions. As of the end of 1997, the Company 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 Company 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 Company 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 Company's proposed acquisitions will
expand the business of the Company 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 Company's reliance upon outside refiners for refined
petroleum products. The Company 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.
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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 Company 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.
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 Company 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 Company can process approximately 20,000 barrels of petroleum daily.
Fluid Catalytic Catalyst. Pursuant to the Asset Purchase Agreement
discussed above in "Item No. 3 Amendment to the Articles of Incorporation to
Modify Capital Structure," the Company purchased 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 Company's Class A
Common Stock and $5,800,000 of $100 Par Series A Callable Preferred Stock. The
Company has not had in place the requisite capital structure to conclude the
sale and purchase, but after the effective date of the Consent, the transaction
can be concluded. 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 Company 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 Company may purchase.
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LIQUIDITY AND CAPITAL RESOURCES
In order to complete the proposed acquisitions, the Company 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 Company 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
Company to incur additional debt, and the degree to which the Company may be
leveraged could have important consequences, including the following: (i) the
possible impairment of the Company'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
Company'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 Company to economic downturns and possible
limitation of its ability to withstand competitive pressures. The Company's
ability to meet its debt service obligations will be dependent upon the
Company's future performance, which will be subject to general economic
conditions and to financial, business and other factors affecting the
operations of the Company, many of which are beyond its control.
RESULTS OF OPERATIONS
The Company has generated no revenues since 1991, and has had no
activity since 1992.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
During the past two fiscal years, the Company has not had any material
disagreements with any accounting principle employed or conclusion reached with
regard to the Company's financial statements. During this same period, the
Company's has not dismissed any independent auditor nor has such auditor
resigned or refused to stand for re-election.
EFFECTIVE DATE OF THE ACTIONS
In accordance with Section 14(c) of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, the Actions to be
effected by the Consent will not take effect until May 7, 1998. The Company
will notify its stockholders by filing a Report on Form 8-K with the Commission
when the Actions become effective.
OTHER MATTERS
The Company will pay the cost of distributing this Information
Statement, including the cost of assembling and mailing it. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this Information Statement to
the beneficial owners of the Company's Common Stock. The Company has enclosed
herewith a copy of its Annual Report on Form 10-KSB/A for the year ended
December 31, 1997.
Very truly yours,
/s/ L. Mychal Jefferson II
L. Mychal Jefferson II,
Secretary
UNICORP, Inc.
600 Travis, Suite 6500
Houston, Texas 77002
April 17, 1998
8
<PAGE> 11
APPENDIX INDEX
Appendix A -- Articles of Amendment of Articles of Incorporation
of Unicorp, Inc.
Appendix B -- Financial Statements of the Company
<PAGE> 1
Appendix A
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
UNICORP, INC.
PURSUANT to the provisions of Chapter 78 of the Nevada Domestic
Corporation Code, the undersigned corporation (the "Corporation") adopted the
following Articles of Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is UNICORP, Inc.
ARTICLE TWO
The following amendments to the Articles of Incorporation were adopted
by written consent of the stockholders of the Corporation dated April 13, 1998:
The Articles of Incorporation of the Corporation are amended by
revising Article One thereof to read as follows:
ARTICLE ONE
The name of the corporation is United States Refining and
Petrochemicals, Inc.
The Articles of Incorporation of the Corporation are amended by
revising Article Four thereof to read as follows:
ARTICLE FOUR
"1. Authorized Stock. The total number of shares of
stock which the Corporation shall have authority to issue is
185,000,000 consisting of 100,000,000 shares of Class A Voting Common
Stock, par value $0.01 per share (the "Class A Voting Common Stock"),
50,000,000 shares of Class B Non-Voting Common Stock, par value $0.01
per share ("Class B Non-Voting Common Stock"),10,000,000 shares of
Class C Voting Common Stock, par value $0.01 per share ("Class C
Voting Common Stock"), and 25,000,000 shares of Preferred Stock, par
value $100.00 per share (the "Preferred Stock").
"2. Preferred Stock. The Preferred Stock may be issued
from time to time in one or more series. The Board of Directors is
hereby authorized to create and provide for the issuance of shares of
Preferred Stock in series and, by filing a
Articles of Amendment
of Articles of Incorporation
of Unicorp, Inc.
Page 1 of 6
<PAGE> 2
certificate pursuant to the applicable law of the State of Nevada (the
"Preferred Stock Designation"), to establish from time to time the
number of shares to be included in each such series, and to fix the
par value, designations, powers, preferences and rights of the shares
of each such series and the qualifications, limitations or
restrictions thereof. The authority of the Board of Directors with
respect to each series shall include, but not be limited to,
determination of the following:
(a) The designation of the series, which may be by
distinguishing number, letter or title.
(b) The number of shares of the series, which number the
Board of Directors may thereafter (except where otherwise
provided in the Preferred Stock Designation) increase or
decrease (but not below the number of shares thereof then
outstanding).
(c) The par value thereof.
(d) Whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series.
(e) The dates at which dividends, if any, shall be
payable.
(f) The redemption rights and price or prices, if any,
for shares of the series.
(g) The terms and amount of any sinking fund provided for
the purchase or redemption of shares of the series.
(h) The amounts payable on, and the preferences, if any,
of shares of the series in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
affairs of the Corporation.
(i) Whether the shares of the series shall be convertible
into shares of any other class or series, or any other
security, of the Corporation or any other corporation, and, if
so, the specification of such other class or series of such
other security, the conversion price or prices or rate or
rates, any adjustments thereof, the date or dates at which
such shares shall be convertible and all other terms and
conditions upon which such conversion may be made.
(j) Restrictions on the issuance of shares of the same
series or of any other class or series.
(k) The voting rights, if any, of the holders of shares
of the series.
Articles of Amendment
of Articles of Incorporation
of Unicorp, Inc.
Page 2 of 6
<PAGE> 3
(l) Such other powers, preferences and relative,
participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof as the
Board of Directors shall determine.
"3. Classes of Common Stock. The Common Stock shall be
subject to the express terms of the Preferred Stock and any series
thereof.
(a) Class A Voting Common Stock. The Class A Voting
Common Stock shall have a voting right to elect one-third
(1/3) of the Board of Directors of the Corporation. In all
other voting matters the class shall be entitled to a
one-third (1/3) aggregate voting right (the "Class A Vote").
The Class A Vote shall be determined by a separate vote among
the holders of Class A Voting Common Stock wherein, and unless
a different percentage is required, a majority of the votes
cast shall control. Holders of Class A Voting Common Stock
shall be entitled to one (1) vote for every one (1) share
held. Each share of Class A Voting Common Stock has a right
to participate in dividends declared with respect to the
Common Stock in an amount equal to one-half (1/2) of any
distribution per share and such right shall be in preference
to the rights of other classes of Common Stock.
(b) Class B Non-Voting Common Stock. Class B Non-Voting
Common Stock shall not be entitled to any voting privileges.
Each share of Class B Non-Voting Common Stock has a right to
participate in dividends declared with respect to the Common
Stock in an amount equal to one-fourth (1/4) of any
distribution per share and such right shall be in preference
to the rights of Class C Voting Common Stock.
(c) Class C Voting Common Stock. The Class C Voting
Common Stock shall have a voting right to elect two-thirds
(2/3) of the Board of Directors of the Corporation. In all
other voting matters the class shall be entitled to a
two-thirds (2/3) aggregate voting right (the "Class C Vote").
The Class C Vote shall be determined by a separate vote among
the holders of Class C Voting Common Stock wherein, and unless
a different percentage is required, a majority of the votes
cast shall control. Holders of Class C Voting Common Stock
shall be entitled to one (1) vote for every one (1) share
held. Each share of Class C Voting Common Stock has a right
to participate in declared dividends with respect to the
Common Stock in an amount equal to one-fourth (1/4) of any
distribution per share and such right shall be subordinated to
the dividend rights of other classes of Common Stock. In
addition, at any time after October 1, 1999, the issued and
outstanding Class C Voting Common Stock may
Articles of Amendment
of Articles of Incorporation
of Unicorp, Inc.
Page 3 of 6
<PAGE> 4
be converted into Class A Voting Common Stock and Class B
Non-Voting Common Stock at a rate of three (3) shares of Class
A Voting Common Stock and three (3) shares of Class B
Non-Voting Common Stock for each share of Class C Voting
Common Stock converted.
"In the event a dividend is declared with respect to the
Common Stock and a class of Common Stock entitled to participate is
not issued and outstanding at the time of such declaration, the
dividend rights associated with such class shall be divided between
and among the issued and outstanding shares of all classes entitled to
receive dividends in the following manner: (i) if one class is issued
and outstanding, all dividend rights in question shall pass to the
shares of that class; (ii) if two classes are issued and outstanding,
the class with the greater percentage of dividend rights shall be
entitled to two-thirds (2/3) of the dividend rights in question and
the other class shall receive the remaining one- third (1/3) interest;
and (iii) if two classes are issued and outstanding and each is
entitled to the same percentage of dividend rights, the dividend
rights in question shall be divided equally.
"4. Voting Rights. Except as may be provided in these
Articles of Incorporation or in a Preferred Stock Designation, or as
may be required by applicable law, the Common Stock shall have the
exclusive right to vote for the election of directors and for all
other purposes, and holders of shares of Preferred Stock shall not be
entitled to receive notice of any meeting of stockholders at which
they are not entitled to vote. All matters on which holders of Common
Stock are entitled to vote shall be decided by a vote of the voting
classes of Common Stock. Each voting class of Common Stock shall be
entitled to a specified percentage or fractional vote to be cast on
behalf of all the holders of class shares. The vote of each
respective class shall be determined by a separate vote among the
holders of such class wherein, and unless a different percentage is
required, a majority of the votes cast shall control. It is expressly
prohibited for any stockholder or class to cumulate votes in any
election of directors.
"5. Denial of Preemptive Rights. No stockholder of the
Corporation shall by reason of his holding shares of any class have
any preemptive or preferential right to purchase or subscribe to any
shares of any class of the Corporation now or hereafter to be
authorized or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of
any class, now or hereafter to be authorized, whether or not the
issuance of any such shares, or such notes, debentures, bonds or other
securities would adversely affect dividend or voting rights of such
stockholder, other than such rights, if any, as the Board of Directors
in its discretion may fix; and the Board of Directors may issue shares
of any class of the Corporation, or any notes, debentures, bonds, or
other securities convertible into or carrying options or warrants to
purchase shares of any class, without offering any such shares of any
class, either in whole or in part, to the existing stockholders of any
class."
Articles of Amendment
of Articles of Incorporation
of Unicorp, Inc.
Page 4 of 6
<PAGE> 5
ARTICLE THREE
The number of shares of the Corporation outstanding at the time of
such adoption was 1,090,000 shares with $0.01 par value.
ARTICLE FOUR
The holders of 940,000 shares, constituting a majority of the shares
of stock outstanding and entitled to vote on this amendment, have signed a
written consent adopting this amendment.
Dated to be effective: May 7, 1998.
By
-----------------------------------
L. Mychal Jefferson II, President
By
-----------------------------------
L. Mychal Jefferson II, Secretary
Articles of Amendment
of Articles of Incorporation
of Unicorp, Inc.
Page 5 of 6
<PAGE> 6
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this day personally appeared
L. Mychal Jefferson II, the President of UNICORP, Inc. known to me to be the
person whose name is subscribed to the foregoing instrument and acknowledged to
me that he executed the same for the purposes therein expressed and in the
capacity therein stated.
Given under my hand and seal of office this the ___ day of April 1998.
-------------------------------------
Notary Public in and for
the State of Texas
Articles of Amendment
of Articles of Incorporation
of Unicorp, Inc.
Page 6 of 6
<PAGE> 1
APPENDIX B
[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> 2
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> 3
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> 4
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> 5
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> 6
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.
