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 MARCH 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER: 2-73389
UNICORP, INC.f/k/a Auto Axzpt.Com, 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.)
502 Divison Street 89703
HOUSTON, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (775) 883 3711
(281) 933 4874
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 X No
--- ---
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF March 31, 1999 WAS 450,000, 420,000 Class A and 3,500,000
issued for Auto Axzpt.Com, Inc.(which company does exist and has never exist).
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The information required by this Item 1 appears on page 5 of this
Report, and is incorporated herein by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Current management cannot make representations pertaining to the financial
plans of former management during this period. It is believed that the
registrant did not have any operations during this period.
On March 1, 1999 the registrant filed a S-8 Registration Statement
regarding 185,000 shares to various persons regarding work allegedly performed
by those parties. New management is investigating that filing (see the 8-K
filed on April 14, 2000). Noel Rodriquez, the recent former President of
Unicorp, Inc.f/k/a Auto Axzpt.Com, Inc., denies knowing that the S-8
Registration Statement was filed on March 1, 1999.
Current management has expensed $185,000 regarding the issuance of these
shares.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
1. Name of Court. 80th Judicial Dictrict Court, Harris County, Texas.
2. Date Proceeding Began. January 20, 1999.
3. Principle Parties. Henry A. Schulle, on Behalh of Unicorp, Inc.
Vs. L. Mychal Jefferson II, The Laissez-Faire
Group, Inc. and Unicorp, Inc.
4. Description of Facts. In December of 1997, UNICORP, by and through its
acting President, Schulle, entered into negotiations with Laissez-Faire Group,
Inc., a Texas corporation and its President, Jefferson.
In December 1997, the two parties consummated a deal whereby UNICORP would
acquire all outstanding shares of LAISSEZ-FAIRE GROUP, INC., thereby making
LAISSEZ-FAIRE GROUP, INC. a wholly owned subsidiary of UNICORP. In exchange for
all outstanding shares of LAISSEZ-FAIRE GROUP, INC., UNICORP transferred to
Jefferson 530,000 shares of CLASS C common stock of UNICORP.
The purpose of this acquisition was to proceed with efforts to expand
the refining and petrochemical business of UNICORP, the surviving entity, by
expanding holdings through the purchas of existing companies creating a
demonstrable gain in productivity through the minimaztion of general and
administrative costs which were duplicative. Jefferson, as majority
shareholder, became Presiden, CEO, CFO, and Secretary of the corporation and was
charged with the continued growth and operation of the merged entities.
Pursuant to applicable law and the Articles of Incorporation,
Jefferson was entitled, by virtue of his 91% ownership of UNICORP, to elect new
and additional directors. Jefferson exercised this right by electing Mr.
Williams and Mrs. Morton, both familial relations, as directors. The entire
board of directors thereby consists of Jefferson and two family members.
<PAGE>
As of early September 1998, Jefferson disappeared and wholly abandoned
his duties and obligations as President, CEO, CFO, Secretary and Director of
UNICORP. Despite efforts by the remaining shareholders to locate his
whereabouts, he remains unavailable to the corporation and has not been
contacted. During this period of abandonment, UNICOPR has spiraled out of
control in the absence of any management or supervision by the officers or
directors. Stock values have plummeted from approximately $1.50 per share to
approximately .07 cents per share since Jefferson's abandonment of his duties.
Furthermore, Jefferson has filed, caused to be filed, or permitted to be filed
false and/or inaccurate reports or other documents with the Securities Exchange
Commission and he has made false disclosures to the public and to the
shareholders of the corporation.
The remaining directors, Mrs. Morton and Mr. Williams, have failed to
take action and provide for the removal of Jefferson or the appointment of an
officer capable of overseeing the day to day operations of the corporation in
Jefferson's protracted absence.
SHAREHOLDER DERIVATIVE CLAIMS. As a shareholder of UNICORP, and on
behalf of all other shareholders similarly situated, Schulle alleges and asserts
on behalf of UNICORP causes of action against Jefferson as follows:
A. Mismanagement of the Corporation:
The Defendant has grossly mismanaged UNICORP. The mismanagement is either
intentional, for reasons unknown to the Plaintiff, or the result of negligence
and gross negligence as alleged herein. The Defendant has breached his duties
to the corporation to act in accordance with the applicable standard of care and
requisite skill reguired of such officers in the performance of their services.
Jefferson has failed not only to operate and manage the corporation in a
non-negligent fashoion, he has failed to operate or manage the corporation at
all. He has abandoned the corporation and continues to ignore his duties and
obligations to the corporation and its shareholders.
B. Breach of Fiduciary Duty.
Further, Jefferson holds positions as officer and director of UNICORP. As such,
he owes the corporation the duties of care and loyalty and stands in a fiduciary
relationship to the corporation. The Defendant, by virtue of his conduct
described herein, has breached his fiduciary obligations to the corporation.
C. Damages.
As a result of the Defendant's misconduct, the corporation has incurred damages
including loss of profits on its operations, loss of legitimate business
opportunities, increased cost and expenses related to the defense oflitigation,
unneccessary loss of value per share of common stock, and irreparable harm to
the corporation's reputation and standing in the market place. Plaintiff would
show these sums exceed the jurisdictional limits of this court, exclusive of
interest and costs. Plaintiff hereby prays for a judgment ordering the
Defendant to pay all such sums to UNICORP.
5. Relief Sought. RECISSION. In the alternative, Plaintiff seeks a
recission of the UNICORP agreement with The Laissez-Faire Group, Inc. At all
times material to this matter, Jefferson was the dominant, if not the only,
shareholder of Laissez-Faire and operated the company as his alter ego. In fact
Jefferson was the real party at interest in the Laissez-Faire transaction.
In December 1997, UNICORP contracted with Laissez-Faire Group,
Inc. whereby UNICORP would acquire all outstanding shares of Laissez-Faire
Group, Inc. in exchange for 95% of the outstanding shres of UNICORP. Material
to this agreement were the representations of Jefferson who promised that as
part of the agreement he would act as President and operate and manage the
entity.
Since the agreement, Jefferson has abandoned the merged entity
and is neither operation nor managing the affairs of UNICORP. Due to his
failure to meet his obligations and duties, the value of UNICORP shares has
dropped by 95%. Further, Jefferson's complete failure to operate or manage the
corporation comprises a complete failure of consideration for which the
Plaintiff seeks equitable relief by means of recission and Attorney Fees.
This lawsuit was settled with prejudice and this means the lawsuit
can be refiled.
The litigation by referance in the registrant's December 31, 1999 10-KSB filed
on April 17, 2000 by current management.
<PAGE>
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not/Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITES.
Not/Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not/Applicable
ITEM 5. OTHER INFORMATION.
New management of the registrant is filing this late report. On March
1, 1999 the registrant entered into a Plan of Reorganization to puchase Auto
Axzpt.Com, Inc. an alleged Texas company, see by referance the 8-K filed on
March 25, 1999. Auto Axzpt.Com, Inc. does not exist as a Texas company and
never has (see by reference the 8-K filed on April 14, 2000 by the registrant).
New management is filing this form without the books and records of the
registrant for 1999. Management considers the Auto Axzpt.Com, Inc. purchase a
fraud and nullity. L. Mychal Jefferson II has refused to turnover the records
of the Registrant to management. As a result, the Company has filed its Original
Petition and Request for Mandamus Relief, cause no. 2000-06970, in the 113th
Judicial District Court, Harris County, Texas. The registrant has perfected
service on L. Mychal Jefferson II by attaching service on his door pursuant to
Texas Civis Rule 106. The registrant is relying on the Court system to secure
the books and records from former management.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Documents Filed with this Report.
(1) Balance Sheet-for the Period Ended March 31,
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Income Statement for the Period Ended March 31,
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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) Exhibits--
The exhibits indicated by an asterisk (*) are incorporated by
reference.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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.
10(b)* Agreement of Purchase and Sale of Assets effective as of January 1,
1998 by and between UNICORP, Inc. and Equitable Assets Incorporated
with respect to purchase of 58,285.71 tons of Zeolite for shares
UNICORP, Inc., described in Exhibit "1" to Form 8-K for the
Registrant dated April 9, 1998 and filed April 10, 1998. Commission
File No. 2- 73389.
10(c)* Option to Acquire the Outstanding Stock of Whitsitt Oil Company,
Inc. effective as of January 1, 1998 by and between UNICORP, Inc.
and AZ Capital, Inc., described in Exhibit "2" to Form 8-K for the
Registrant dated April 9, 1998 and filed April 10, 1998. Commission
File No. 2-73389.
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
(1) Current Report on Form 8-K for the Company dated March 1, 1999
and filed March 25, 1999, Commission File No. 2-73389, reporting
the acquisition of Auto Axzpt.Com, Inc. ( a non existing company).
(c) Financial Statement Schedules.
No schedules are required as all information required has been
presented in the audited financial statements.
The Registrant acknowledges and reserves the right to amend this filing for the
purpose of additions, omissions, or revisions of information, including but not
limited to financial data.
<PAGE>
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/ Louis Mehr
---------------------------------
Louis Mehr, President
April 18, 2000
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.
SIGNATURE TITLE
DATE --------- -----
- ----
/s/ Louis Mehr President, Director
- ----------------
Louis Mehr
April 17, 2000
/s/ John Marrou Secretary, Director
- -----------------
John Marrou
April 17, 2000
<TABLE>
<CAPTION>
UNICORP, INC.
BALANCE SHEET
March 31, 1999
(UNAUDITED)
<S> <C>
March 31,1999
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ASSETS
Other Assets
Mineral Interest 10,200,000.00
Investment-AZ Capital, Inc. 409,860.00
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Total Other Assets 10,609,860.00
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TOTAL ASSETS 10,609,860.00
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LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Accounts Payable 7,500.00
Dividends Payable 543,083.33
Note Payable-EAI 200,000.00
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Total Other Current Liabilities 741,583.33
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TOTAL LIABILITIES 741,583.33
=============
EQUITY
PREFERRED STOCK-SERIES A 5,800,000.00
COMMON STOCK 168,086.59
COMMON STOCK-CLASS A 4,200.00
ADDITIONAL PAID IN CAPITAL 7,579,626.41
RETAINED EARNINGS -3,498,636.33
NET INCOME -185,000.00
TOTAL EQUITY 9,868,276.67
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TOTAL LIABILITIES & EQUITY 10,609,860.00
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</TABLE>
<TABLE>
<CAPTION>
UNICORP, INC.
Profit and Loss
Januuary through March 1999
Unaudited
<S> <C>
Jan-Mar 1999
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Ordinary Income/Expense
Expense
PROFESSIONAL EXPENSES -185,000.00
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Total Expense -185,000.00
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Net Ordinary Income -185,000.00
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Net Income -185,000.00
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</TABLE>
