<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1997
or
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _________ to ___________
Commission file number: 2-73389
_______________________
UNICORP, INC.
(Exact name of Registrant as specified in its charter)
Nevada 75-1764386
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Travis, Suite 6500 77002
Houston, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 229-9100
_______________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ____ . No X .
The number of shares outstanding of each of the Registrant's classes of Common
Stock, as of September 30, 1997 was 16,377,951.
Transitional Small Business Disclosure Format (check one): Yes ____ . No X.
<PAGE> 2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The information required by this Item 1 appears on pages 5 through 6 of this
Report, and is incorporated herein by reference.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Registrant has had no material business operations since 1992. The
Registrant has had no revenues since 1991.
Part II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
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<S> <C> <C>
(a) List of Documents Filed with this Report.
----------------------------------------
Page
----
(1) Balance Sheet-for the Years Ended December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements as of December 31, 1997 . . . . . . . . . . . . . . . . . . 6
</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.
2
<PAGE> 3
(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, described in Form 10-KSB
for the year ended December 31, 1997, filed March 6, 1998. Commission File No. 2-
73389.
3(c)*
Bylaws, as Amended January 20, 1998, described in Form 10-KSB for the year ended
December 31, 1997, filed March 6, 1998. Commission File No. 2-73389.
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.
11
Computation of Per Share Earnings.
27
Financial Data Schedule.
(b) Reports on Form 8-K. None.
-------------------
(c) Financial Statement Schedules.
-----------------------------
No schedules are required as all information required has been presented in the
audited financial statements.
</TABLE>
3
<PAGE> 4
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 9, 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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Henry A. Schulle Chairman of the Board March 9, 1998
-------------------------------
Henry A. Schulle
/s/ L. Mychal Jefferson II Chief Executive Officer, March 9, 1998
------------------------------- President, Secretary, Chief
L. Mychal Jefferson II Financial Officer, and Director
</TABLE>
4
<PAGE> 5
UNICORP, INC.
BALANCE SHEET
FOR THE QUARTER ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION> ASSETS
March 31, 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
Stockholder's 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> 6
UNICORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
AS OF MARCH 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> 7
Basis of Presentation. The financial information presented as of any date other
than December 31 has been prepared from the books and records without audit.
The accompanying financial statements have been prepared in accordance with the
instructions to Form 10-QSB and do not include all of the information and the
footnotes required by generally accepted accounting principles for complete
statements. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of such
financial statements, have been included.
These financial statements should be read in conjunction with the financial
statements and notes thereto for the year ended December 31, 1996.
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 & gas operations
were liquidated and the proceeds as well as the income from the oil & gas leases
were 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.
<PAGE> 8
Loss Carry Forward Expirations
<TABLE>
<CAPTION>
<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>
NOTE 4. 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>
NOTE 5. 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 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 6. 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 were 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.
<PAGE> 9
INDEX TO EXHIBITS
<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, described in Form 10-KSB
for the year ended December 31, 1997, filed March 6, 1998. Commission File No. 2-
73389.
3(c)*
Bylaws, as Amended January 20, 1998, described in Form 10-KSB for the year ended
December 31, 1997, filed March 6, 1998. Commission File No. 2-73389.
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.
11
Computation of Per Share Earnings.
27
Financial Data Schedule.
</TABLE>
<PAGE> 1
Exhibit 11
COMPUTATION OF PER SHARE EARNINGS
The table below presents information necessary for the computation of
loss per share of the Common Stock, on both a primary and fully diluted basis,
for the three months ended September 30, 1997 and 1996 and the years ended
December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
Three Months Ended Sept. 30, Year Ended December 31,
---------------------------- ----------------------------------------
1997 1996 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net loss applicable to shares of
Common Stock and Common
Stock equivalents $-0- $-0- $-0- $-0- $-0-
Average number of shares of
Common Stock outstanding 16,377,951 16,377,951 16,377,951 16,377,951 16,377,951
Common Stock equivalents -- -- -- -- --
------ ---------- ---------- ---------- ----------
Total shares of Common Stock and
Common Stock equivalents
16,377,951 16,377,951 16,377,951 16,377,951 16,377,951
========== ========== ========== ========== ==========
Primary and fully diluted loss
per share of Common Stock $-0- $-0- $-0- $-0- $-0-
</TABLE>
Common Stock equivalents are considered anti-dilutive because of the
net losses incurred by the Company.
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<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>
