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, 2000
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.
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
502 Divison Street
CARSON CITY, NEVADA 89703
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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, 2000 WAS 10,000,000 SHARES OF THE CLASS A COMMON
STOCK AND 10,000,000 SHARES OF THE CLASS B COMMON STOCK.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This quarterly report contains forward-looking statements. These
statements relate to future events or our future financial performance and
involve known and unknown risks, uncertainties and other factors that may cause
our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by the
forward-looking statements.
In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events
or results may differ materially.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of these
forward-looking statements. We are under no duty to update any of the
forward-looking statements after the date of this report to conform our prior
statements to actual results.
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The following interim consolidated financial statements as of March 31, 2000 and
for the three months and quarter then ended, are unaudited, but in the opinion
of managment, have been prepared in conformity with generally accepted
accounting principles applied on a basis consistent with those of the annual
unaudited financial statements and in conformity with the instructions provided
in Item 310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
or complete audited financial statements. Such interim financial statements
reflect all adjustments (consisting of normal recurring adjustments and
accruals) which management considered necessary for a fair presentation of the
financial position and the results of operations for the quarters presented. The
results of operations for the quarters presented are not necessarily indicative
of the results to be expected for the year ending January 31, 2000. The interim
consolidated financial statements should be read in connection with the audited
consolidated financial statements for the year ended January 31, 1999 when the
registrant's Certified Public Accountants complete the audited financial
statements of the registrant for the years ending January 31, 1999 and January
31, 2000. The registrant will amend the following filings: 10-KSB for 1998;
10-QSB March 31, 1999; 10-QSB; June 30, 1999; 10-QSB September 30, 1999 and
10-KSB December 31, 1999 after the registrant's Certified Public Accountants
complete the audits.
SPECIAL INFORMATION REGARDING FINANCIAL STATEMENTS OF THE REGISTRANT
L. Mychal Jefferson II, the registrant's former Chairman of the Board, President
and Chief Executive Officer has refused to turn over the book and records of the
registrant to its current management. The registrant has filed PLAINTIFF'S
ORIGINAL PETITION AND REQUEST FOR MANDAMUS RELIEF in the 113th JUDICIAL DISTRICT
COURT, HARRIS COUNTY, TEXAS vs. L Mychal Jefferson II, DEFENDANDT. The
registrant expects to gain judgment and relief with this action. In the
alternative, Mr. Jefferson could voluntarily turnonver the records to the
registrant.
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Forward looking statements made herein are based on current expectations of the
Company that involve a number of risks and uncertainties and should not be
considered as guarantees of future performance. These statements are made under
the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995. The factors that could cause actual results to differ materially include
but are not limited to: interruptions or cancellation of existing contracts,
impact of competitive products and pricing, product demand and market acceptance
risks, the presence of competitors with greater financial resources than the
Company, product development and commercialization risks and an inability to
arrange additional debt or equity financing.
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UNICORP, INC.
(A Development Stage Company)
For the Three Months Ended
March 31, 2000
(Unaudited)
INDEX
PART I. FINANCIAL INFORMATION PAGE
NUMBERS
Item 1. Financial Statements (Unaudited)
Balance Sheets at March 31, 2000 and December 31, 1999 5
Statement of Operations for the three months
Ended on March 31, 2000 and December 31, 1999 7
Statements of Stockholders' Equity as of March 31, 2000
and December 31, 1997 6
Statement of Cash Flows for the three months
ended on March 31, 2000 and December 31, 1999 7
Notes to the Consolidated Financial Statements 8-12
Item 2. Management's Discussion and Analysis of Financial
Condition, Results of Operation and Plan of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security-Holders 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19-20
Exhibit 1, Statement of Earnings (Loss) Per Share
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Unicorp, Inc.
(A Development Stage Company)
Balance Sheets
March 31, 1999 and January 31, 1999
(unaudited)
March 31, 2000 December 31, 2000
-------------- -----------------
ASSETS
Other Assets
Mineral Interest 10,200,000.00 10,200,000.00
Stock Investment 409,860.00 409,860.00
-------------- -----------------
Total Other Assets 10,609,860.00 10,609,860.00
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TOTAL OTHER ASSETS 10,609,860.00 10,609,860.00
============== =================
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Accounts Payable 58,776.00 57,178.00
-------------- -----------------
Dividends Payable 903,833.33
Note Payable 200,000.00
-----------------
Total Current Liabilities 58,776.00 1,161,011.33
-------------- -----------------
TOTAL LIABILITIES 58,776.00 1,161,011.33
============== =================
The accompany notes are an integral part of these financial statements.
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UNICORP, INC.
(A Development Stage Company)
Balance Sheets (Continued)
March 31, 2000 and January 31, 1999
(unaudited)
STOCKHOLDERS' EQUITY
Common Stock; authorized 50,000,000
common shares at $0.01 par value;
shares issued:
450,000 $ -0- $ 4,500.00
Class A Common Stock, authorized by
ARTICLE TWELVE REGISTRANT'S CHARTER;
shares issued:
420,000 -0- 4,200.00
Preferred Stock Series A;
authorized by ARTICLE
TWELVE REGISTRANT'S CHARTER;
shares issued:
58,000 -0- 5,800,000.00
Class A Common Stock; authorized
100,000,000 common shares at $.0001
par value; shares issued:
10,000,000 1,000.00 -0-
Class B Common Stock; authorized
100,000,000 common shares at $.0001
par value; shares issued:
10,000,000 1,000.00 -0-
Preferred Stock; authorized
100,000,000 preferred shares at
$.0001 par value; shres issued:
none -0- -0-
Additional Paid In Capital 13,749,913.00 7,743,121.73
Retained Earnings -3,199,231.00 -3,868,386.33
Net Income -1,598.00 -234,678.00
-------------- --------------
Total Equity 10,551,084.00 9,448,848.67
TOTAL LIABILITIES & EQUITY $10,609,860.00 $10,609,860.00
============== ==============
The accompanying notes are an integral part of these financial statements.
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UNICORP, INC.
(A Development Stage Company)
Statements of Operations
March 31, 2000 and January 31,1999
(unaudited)
First Quarter (three months) and Twelve Months Ending January 31, 1999
March 31, 2000 January 31, 1999
-------------- ----------------
Ordinary Income/Expense
Expense
Press Release Costs $ 320.00 $ -0-
Registration Costs 630.00 -0-
Travel 648.00 -0-
Court Costs Expense -0- 277.00
Professional Fees -0- 219,401.00
Stock Transfer Expense -0- 15,000.00
Total Expense 1,598.00 234,678.00
-------------- ----------------
Net Income -1,598.00 -234,678.00
============== ================
The accompanying notes are an integral part of these financial statement.
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UNICORP, INC.
(A Development Stage Company)
Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
For the Period January 31, 2000 to March 31, 2000
And
For the Period January 1, 1999 to December 31, 1999
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
CASH RECEIPTS FROM NET INCOME ($1,598) ($234,678)
PLUS: INCREASE IN ACCOUNTS PAYABLE $ 1,598 $ 49,678
AMOUNT ISSUED IN COMMON STOCK $ 185,000
-------------- -----------------
$ 1,598 $ 234,678
-------------- -----------------
$ -0- $ -0-
CASH FLOWS FROM OTHER ACTIVITIES:
PLUS: DIVIDENDS PAYABLE $ 493,000
PLUS: AMOUNTS RETURNED TO RETAINED
EARNINGS $ 903,833
LESS: AMOUNTS CHARGED AGAINST
RETAINED EARNINGS ($493,000)
-------------- -----------------
LESS: DIVIDENDS PAYABLE CONVERTED ($903,833)
-------------- -----------------
NET INCREASE IN CASH POSITION $ -0- $ -0-
The accompanying notes are an integral part of these financial statements.
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UNICORP, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Organization
Unicorp, Inc. was incorporated on May 8, 1981 under the laws of the
State of Nevada and under the name of TexOil, Inc for the purpose of minerals
exploration, discovery, production, refining, and transportation. On October 10,
1988, the Company changed its name to Unicorp, Inc. and continued operating its
oil and gas properties in Whittsitt Oil Company, Inc.(now Martex Trading Co.,
Inc.), a Texas corporation. Concurrent with the change of its name, the Company
acquired 90 percent of the outstanding capital stock of Med-X, Inc. The Company
has evidence that it owns 100 percent of Texas Nevada Oil & Gas Company. On
December 31, 1997, the Company acquired 100 percent of The Laissez-Faire Group,
Inc., a Texas corporation. On March 1, 1998, the Company gained 871,000 shares
of the Class B Common Stock and 871,000 shares of the Class B Common Stock of AZ
Capital, Inc., a Texas corporation thru the forfeiture of an Option Agreement
whereby AZ Capital, Inc. was to purchase Whittsitt Oil Company, Inc.
With the exception of the investment in AZ Capital, Inc. and 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
On March 1, 1998, the Company acquired 58,285.71 tons of Zeolite and is
now developing its involvement in the distribution of Zeolite, a mineral product
which is an absorbent and has many potential uses such as oil and gas well
cleanup, shoe and refrigerator freshener, landfill absorption, odor control,
bacteria elimination and other agricultural uses.
Principles of Consolidation
The statements do not include the accounts any of its subsidiary
companies because of no operating income. Collectively, these entities are
referred to as the Company. All significant intercompany transactions and
accounts will be eliminated in the event of operations.
Method of Accounting
The Company recognizes income and expenses according to the accrual
method of accounting. Expenses are recognized when performance is substantially
complete and income is recognized when earned. Earnings(loss) per share are
computed based on the weighted average method. Stock options currently
outstanding were not used in calculating earnings per share since the effect
would be antidilutive. The fiscal year of the Company ends January 31 of each
year. The financial statements reflect activity from inception, May 8, 1981.
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Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with a maturity of three months or less to be
cash equivalents.
Nonmonetary Transactions
Nonmonetary transactions are transactions for which no cash was
exchanged and for which shares of common stock were exchanged for
assets or services. These transactions are recorded at fair market
value as determined by the board of directors.
Inventories
Inventories are stated at the lower of cost (FIFO method) or market,
and consist of finished goods and packaging materials.
Accounts Receivable
Accounts receivable are shown net of the allowance for doubtful
accounts. This amount was determined to be $0 and $0 at March 31, 2000 and
December 31, 1999 after writing off all accounts determined to be uncollectible.
Prepaid Expenses
Prepaid expenses consist of the following:
Mining Claims
Mining claims are stated at the lower of cost or market, whichever is
lower. Any costs incurred for the betterment or to increase the expected
efficiency of the operations related to the extraction from the Company mining
claims are capitalized and charged off to operation over the expected economic
life of the claims.
The Company has adopted SFAS statement #121, which requires a review of
any potential for the impairment of value of any long-lived assets. It is the
policy of the Company to annually review the future economic benefit of all
long-lived assets and to charge off to operations any potential impairment of
value of long-lived assets when applicable.
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.
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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.
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 10,000,000 weighted average
shares of the Class A Common Stock and the 10,000,000 weighted average shares of
the Class B 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 agter 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.
NOTE 2 - DEVELOPMENT STAGE ENTERPRISE
The Company, per FASB Statement No. 7, is properly accounted for and
reported as a development stage enterprise. Substantially all of the Company's
efforts since its formation have been devoted to establishing its new business.
No significant revenue has been earned as of the balance sheet date. Operations
have been devoted to raising capital, purchasing Zeolite property and
establishing a marketing plan.
Continuation of the development effort is contingent upon the Company
raising sufficient capital from shareholders or other sources. It it
management's intent to raise capital and further develop the marketing of its
Zeolite products.
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.
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NOTE 3 - COMMON STOCK AND STOCKHOLDERS' EQUITY
Stock of the Company has been issued for cash, mining claims,
compensation for services, and in exchange for other stock.
In August of 1988 there was 16,377,951 weighted average shares of
common stock outstanding in connection with the previous sale of its stock for
cash and the acquisition of Whittsitt Oil Company, Inc., Med-X Systems, Inc. and
Texas Nevada Oil and Gas Company. On January 20, 1998 the Company effectuated a
reverse split of the outstanding common shares, so that thereafter, for every
273 shares of the common stock held by a shareholder, such shareholder held one
share of common stock of the Company. On March 1, 1998 there were 420,000 shares
of the Class A Common Stock outstanding, 58,000 shares of the Series A
Preferred Stock outstanding and on March 2, 1998, 1,040,000 shares of the common
were issue and outstanding. In 1998, the Company collectively issued 245,659
shares for services rendered or work performed. In 1998, the Company issued
20,000 shares for cash pursuant to an exemption. On March 1, 1999, the Company
effectuated a reverse split of the outstanding common shares, so that
thereafter, for ever five shares of the common stock held by a shareholder, such
shareholder held one share of common stock of the Company. On March 6, 2000,
the Company amended its charter so that the Company could settle a lawsuit with
its major shareholder. There are now 10,000,000 shares of the Class A Common
Stock and 10,000,000 shares of the Class B Common Stock outstanding. The
majority shareholder holds 9,550,000 shares of each Class of the Company common
stock. Each class of the Common Stock has a par value of $.0001.
The direct control of the Company is owned by Equitable Assets
Incorporated.
NOTE 4 - MINING CLAIMS
On March 1, 1998, the Company purchased 58,285.71 tons of Zeolite from
Equitable Assets Incorporated. Equitable Assets Incorporated has since became
the Company's majority shareholder. Equitable Assets Incorporated purchased
1,275,000 tons of Zeolite from Texas Arizona Mining Company which has owned the
claims located in Yavapai County, Arizona since 1972.
NOTE 5 - NOTES PAYABLE
During the quarter ended March 31, 2000, notes payable decreased by
$200,000.00 from the previous quarter. The note was issued by the Company on
March 1, 1998 and payable in 45 days in conjunction with the purchase of the
Zeolite from Equitable Assets Incorporated. In August of 1998 Equitable Asset
Incorporated filed a lawsuit for collection of the note and was awarded a
judgment against the Company on May 25, 1999 for $222,676.18 and Attorney fees
of $33,401.00. Equitable Assets Incorporated settled with the Company on March
25, 2000 with prejudice. Equitable Assets Incorporated can re-instate the the
judgment if the settlement is opposed by any third party. Equitable Assets
Incorporated assumed payment of the legal fees and court cost.
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NOTE 6 - PRIVATE PLACEMENT OF COMMON STOCK or PREFERRED STOCK
During the third quarter ended March 31, 2000, there was no issuance of
private placements of common stock; other than the Class A Common shares and the
Class B Common shares of common stock were issued to settle the lawsuit with
Equitable Assets Incorporated. The shares issued to Equitable Assets
Incorporated are subject to Rule 144 under the Rule and Regulations promulgated
by the United States Securties and Exchange Commission.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company has a contingent liability regarding its settlement with
Equitable Assets Incorporated. If the settlement is opposed by any third party
connected with the Company as a shareholder or former officer or director, the
Equitable Assets Incorporated re-instate the entire judgment of $222,676.18 and
Attorney fees of $33,401.00 and Court cost.
NOTE 8 - INCOME TAXES
The Company uses the accrual method of a accounting for tax and
financial reporting purposes. At December 31, 1999, the Company had net
operating loss carryforwards for financial and tax reporting purposes of
approximately $3,868,386.33. 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.
2000 $ 442,083
2001 $ 280,604
2002 $ 238,837
2003 $ 377,905
2004 $ 353,886
2005 $ 91,588
$ 1,784,903
Valuation Allowance $(1,784,903)
The Company is currently investigating certain allegations of
improprieties involving former officers and investment bankers of the Company.
The Company does not believe that the improprieties even if true would have a
materially adverse impact on the Company and may have a positive impact.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND PLAN OF OPERATIONS.
The Registrant, per FASB statement No. 7, is properly accounted for and
reported as a development stage enterprise. The Registrant's efforts since
entering its current business have been devoted primarily to the Registrant's
capitalization, acquisition of mining properties, the estimate of the packaging
and milling facility acquisitions and product and market development.
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The Registrant has realized no sales in each of its fiscal years ended
January 31, 1998 through January 31, 1999. During the development stage the
registrant anticipates that it will develope over a dozen products and market
these products on a mass marketing initiative directly to the consumer in
various parts of the country.
RESULTS OF OPERATIONS
The Registrant is a development stage enterprise and has incurred losses
in each of its fiscal years ended January 31, 1997, 1998 and 1999 and for the
quarters ended March 31, 2000. This is due to the Registrant not having proper
management of its properties and the liquidity in order to implement a
successful marketing plan. Current management believes that by the 3rd Quarter
of 2000 that the marketing initiative plan will be fully operational because of
the proprietary nature of the market undertaking.
The Registrant is relying on its majority shareholder to arrange for the
liquidity in order to facilitate the marketing plan.
For the three months ended March 31, 2000, the Company realized a loss
of ($1,598).
It is the intent of the Registrant to hire an in house Registrant
Attorney to keep the Registrant in compliance with the revelant security,
environment, mineral, and corporate laws when the Registrant has the positive
income to hire such a professional.
LIQUIDITY AND FINANCIAL CONDITION
There can be no assurance that the Registrant's operations will be
successful or profitable. The Registrant anticipates that it will hire a mining
engineer for operating its property. The Registrant plans to use the evaluation
work of professional geologists, geophysicists, and engineers in determining
whether to acquire future interest in a specific property, or whether or not to
commence exploration or development work. These estimates are not always
scientifically exact, and in some instances result in the expenditure of
substantial amount of money on a property before it is possible to make a final
determination as to whether or not the property contains economically minable
ore bodies. The economic viability of a property cannot be finally determined
until extensive exploration and development work, plus a detailed economic
feasibility study, has been performed. Also, the market prices for
mineralization produced are subject to fluctuation and uncertainty, which may
negatively affect the economic viability of properties on which expenditures
have been made. During the development stage of the Registrant, from inception
to December 31, 2000, the Registrant accumulated a deficit of $3,868,386.33.
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At March 31, 1999, $10,200,000 of the Registrant's total assets of
$10,609,860.00 were investments in mineral properties. No additional exploration
is required to substantiate or determine whether these mineral properties
contain ore reserves that are economically recoverable. The realization of these
investments is dependent upon the success of future sales, the ability of the
Registrant to obtain financing, the Registrant's success in carrying out its
present plans or making other arrangements for development, and upon future
profitable production. The ultimate outcome of these investments cannot be
determined at this time; accordingly, no provision for any asset impairment that
may result, in the event the Registrant is not successful in developing or
selling its products, has been made in the Registrant's financial statements.
The Registrant currently has no revenues and, as explained above, has
an accumulated deficit. Because it has sustained recurring losses from
operations, the Registrant cannot assure that it will be able to fully carry out
its plans as budgeted without additional operating capital. In adjusting to
smaller cash resources, the Company has substantially decreased its expenses for
office, personnel and compensation, and consulting expenses.
In the first quarter of fiscal 2000, the Registrant increased its
accounts payable by $1,598 and decreased its dividends payable by $903,833.33
and notes payable by $222,676.18, Attorney fees by $33,401.00 and Court Cost of
$277.00. Accordingly, the Registrant's current liabilities moved from
$1,161,011.33 at December 31, 1999 to $58,776.00 at March 31, 2000. The
Registrant had no long-term debt at March 31, 2000 or at December 31, 1999.
The Registrant has estimated that it will need minimal capital
resources of approximately $500,000.00 to meet its estimated expenditures for
fiscal 2000 in order to undertake its marketing plan. Management is currently
working on a plan to raise capital by either a private placement by selling
royalty interest in its mineral property or a direct placement of its Class A
Common Stock. Management will meet with experienced financial and investment
firms and negotiate terms and arrangements for capital fund raising. During the
fiscal year ending December 31, 1999, the Registrant did not raise any funds.
The Registrant is continuing with the previously described plans and various
alternatives to raise capital. In addition, the Registrant has an agreement
that if the majority shareholder of the Registrant sells certain of its assets
that the shareholder will contribute the proceeds to the Registrant.
The Board of Directors reasonably believes that the Company is able to
engage in nearly any size operation or scope of mining activity depending on the
circumstances and merits of each proposed operation or mining activity.
Accordingly, the Board has not limited the size of operation or scope of project
which it believes is reasonable for management to consider in achieving the
Company's business plan. Therefore, management has been authorized to consider
and review numerous proposals and, upon satisfactory assessment, to then make a
specific determination as to an estimated range of funding amounts that each
such proposal reasonably might require, not limited to tendering for shares of
other publicly traded companies.
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In as much as the Registrant has not yet determined in detail the
specifications of the project, operation or mining activity that it intends to
undertake, management is not able at this time to provide a detailed listing or
exact range of operation costs, including increases in general and
administrative expense, if any. However, the Company plans to fund any increases
in general and administrative expense principally from joint venture revenues or
funds it may receive or savings it may realize through corporate restructuring
or business combination arrangements. Funds required to finance the Registrant's
exploration and development of mineral properties are expected to come primarily
from the contributions of its joint venture participants, and from the funds
generated from such joint ventures and other lease or royalty arrangements.
The Registrant currently is seeking alternate sources of working
capital sufficient to increase the funding of additional general and
administrative expenses that may become necessary as the Registrant's business
plan develops, and to continue meeting its ongoing payment obligations for its
leases to governmental entities.
General and administrative expenses during the first quarter of fiscal
2000 have been limited. The officers and directors have not had a salary and non
is forcast for the forseeable future or until the Registrant has income for such
expenditures. Most expenses for the Registrant has been paid out of pocket by
the officers or directors. s. In the quarter ended December 31, 1999, the
Registrant recorded a loss on of $1,598.00 and the loss in the period ending
December 31, 1999 was $234,678.00. As a result, during the first quarter of
fiscal 2000 compared to the last quarter of 1999, the net loss decreased by
$232,080.00 or a loss on an adjusted basis from $0.01 cent per share for the
year ended December 31, 1999 to $0.00008 per share for the three months ended on
March 31, 1999.
The Registrant is unable to fully determine the impact of future
transactions on its operating capital. Hence, the Company has determined not to
incur and does not have any commitments or plans for material capital
expenditures during the remainder of its current fiscal year for which it does
not have a reasonably available source of payment. It is uncertain what effect
this decision may have with respect to restricting capital expenditures.
On the one hand, if the Registrant were to continue such restriction,
the likely effect might be adverse to the preservation of its assets and capital
base, thereby narrowing the scope of plans for future operations and
constricting liquidity. On the other hand, if the Company were to discontinue
such restriction without an increase in sustained cash flow, the likely effect
of that might be an increase in accumulated deficits which could be adverse to
the Company's financial condition with respect to liabilities and stockholders'
equity.
Therefore, while the Registrant continues to seek a joint venture
participant and additional sources of capital for financing operations during
the remainder of its current fiscal year, the Company will continue to carefully
monitor its capital expenditures. The Company will have to rely on funding from
private placements, cash flows and other offerings for future operating and
development costs.
15
<PAGE>
The inability to raise capital could have a material adverse effect on
the Registrant's business, financial condition, and results of operations.
PLAN OF OPERATIONS
The Registrant has new management. The Registrant has hired a new
chief executive officer, a chief operating officer and a chief financial
officer. The Registrant is now directing its efforts to obtaining large sales
contracts, tightening cost controls and improving its financial position and the
overall management of the Registrant. The board of directors will be expanded to
include persons with significant sales management and/or financial management
backgrounds, and the board is currently seeking funding to continue and expand
its operations. Management believes that it can continue to fund its operations
through external financing until revenues reach the level at which the gross
profits attained will sustain and finance the operations.
The Registrant will develope new retail products in the current quarter;
Kat Pause cat litter; an odor eliminator for cat litter boxes; an odor
neutralizer to counter pet stains; a product which maintains ammonia control in
fish aquariums; an odor eliminator for carpets; an absorbent for cleaning
automobile fluid spills; and an ammonia remover for fresh and salt water fish
tanks. There are some proprietary development plans the Registrant is not
disclosing until it can protect the development from its competitors. The
Company will sell its products by a direct mass consumer marketing plan.
INFLATION
The Company does not expect inflation to have any material effect on its
revenues, costs or overall operation.
16
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Registrant initiated Court Action against L. Mychal Jefferson II, the
registrant's former Chairman of the Board, former President and former Chief
Executive Officer to turn over the books and records of the Registrant to its
current management.
1. The Court Action was filed in the 113Th Judicial District Court, Harris
County, Texas.
2. The date of the filing was February 10, 2000.
3. Unicorp, Inc. F/K/A Auto AXZPT.COM, Inc., Plaintiff vs. L. Mychal
Jefferson II are the parties of the lawsuit.
4. L. Mychal Jefferson II resigned from the Board of Directors of the
Registrant and as an officer and has consistently ignored request to
Turnover the records of the Registrant to the Registrant. L. Mychal
Jefferson II was contractually obligated to turnover the records to
Management of the Registrant.
5. Plaintiff filed its ORIGINAL PETITION AND REQUEST FOR MANDAMUS RELIEF.
On March 25, 2000 the Registrant settled the judgment that Equitable Assets
Incorporated secured against the Registrant on May 25, 1999 in the 190th
Judicial District Court of Harris County, Texas in the amount of $222,676.18
plus court cost and Attorney Fees.
(SEE NOTE 7 COMMITMENTS AND CONTINGENCIES, page 12)
ITEM 2. CHANGES IN SECURITIES.
On March 6, 2000, the capital structure of the Registrant was modified.
The Registrant now is authorized to issue three classes of stock. The Registrant
has authorized 100,000,000 shares of Class A Common Stock, par value $.0001.
Holders of the Class A Common Shares shall have the authority to elect one-third
(1/3) of the Board of Directors and shall be entitled to receive two-thirds
(2/3) of any cash dividends of this corporation with the exception being any
share distribution and then the dividend shall be distributed share for share or
otherwise at the discretion of the Board of Directors. The Class A Common Shares
capitalization account shall be entitled to accrue and receive two-thirds (2/3)
of any earnings or two-thirds of any losses.
The Registrant has authorized 100,000,000 shares of Class B Common Stock,
par value $.0001. Holders of the Class B Common shares shall have the authority
to elect two-thirds (2/3) of the Board of Directors and shall be entitled to
receive one-third (1/3) of any cash dividends of this corporation with the
exception being any share distribution and then the dividend shall be
distributed share for share or otherwise at the discretion of the Board of
Directors. The Class B Common Shares capitalization account shall be entitled
to accrue and receive one-third (1/3) of any earnings or one-third (1/3) of any
losses.
The Registrant has authorized 100,000,000 shares of Preferred Class with
each share having a par value of $.0001. The Board of Directors is authorized,
without action by the holders of either Class of Common Stock, to provide for
the issuance of preferred shares in one or more series, to establish the number
of shares in each series and to fix the value, conversion privileges, dividend
rates, redemption rights, sinking fund provisions and liquidation rights which
shall be superior to any class of the Common Stock.
17
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the quarter ended March 31 , 2000, there was no material default
in the payment of principal, interest, sinking or purchase fund installments, or
any other material default not cured within 30 days, with respect to any
indebtedness of the Company exceeding five percent of the total assets of the
Company, nor was there any material arrearage in the payment of dividends with
respect to any class of preferred stock of the Company which is registered or
which ranks prior to any class of registered securities, or with respect to any
class of preferred stock of any significant subsidiary of the Company. (The
Company currently has no dividend policy.) The Company settled a lawsuit with
Equitable Assets Incorporated on March 25, 2000 whereby Equitable Assets
Incorporated, in part, exchanged its Series A, $100, 8 1/2% Callable Preferred
for Class A Common Stock and Class B Common Stock of the Registrant. The
Registrant has no Preferred Stock outstanding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
During the quarter ended March 31 , 2000, no matters were submitted to a
vote of security-holders.
ITEM 5. OTHER INFORMATION.
No reports were filed on Form 8-K during the quarter ended March 31 ,
2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a)(1) The following financial statements are included in Part I, Item 1:
Balance Sheets - March 31, 2000 and January 31, 1999 Page 5
Statements of Stockholders' Equity (Deficit) - period
Ended March 31, 2000 - period ended January 31,1999 Page 6
Statements of Operations - three months period ended on March
31, 2000 - twelve months period ended on December 31, 1999 Page 7
Statements of Cash Flows - three months period ended on March
31, 2000 - twelve months period ended on December 31, 1999 Page 7
Notes to Consolidated Financial Statements Pages 8 - 12
(3) The following exhibits are included for the three months and quarters
ended March 31 , 2000 and January 31, 1999:
Exhibit 1 - Computation of Earnings (Loss) Per Share
Exhibit 27 - Financial Data Schedule
All other exhibits are omitted since the required information is included in the
financial statements or notes thereto, or since the required information is
either not present, not present in sufficient amount or is not applicable.
(b) No reports were filed on Form 8-K during the quarter ended March 31, 2000.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
UNICORP,INC.
Date: May 15, 2000 By: /s/ Louis G. Mehr, President
--------------------------------
Louis G. Mehr, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Company and in their
capacities and on the dates indicated.
/s/ Louis G. Mehr President, Chief Executive May 15, 2000
- ---------------------------- Officer and Director
Louis G. Mehr (Principal Executive Officer)
/s/ John Marrou Chief Financial Officer May 15, 2000
- ---------------------------- (Principal Accounting Officer)
John Marrou
19
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
11 Computation of Earnings (Loss) Per Share
27 Financial Data Schedule
<PAGE>
UNICORP, INC.
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF EARNINGS (LOSS) PER SHARE
Basic earnings per share represents net earnings (loss) divided by the
weighted-average number of adjusted common shares outstanding for the period.
Diluted earnings per share represents net earnings (loss) divided by the
weighted-average number of shares outstanding, inclusive of the dilutive impact
of common stock equivalents.
First Quarter (three months) Year Ended (twelve months)
March 31, 2000 December 31, 1999
Basic and Diluted: Basic and Diluted:
Average Shares Outstanding Average Shares Outstanding
20,000,000 (adjusted) 20,000,000 (adjusted)
Net Loss Net Loss
$ (1,598) $(234,678)
Earnings (Loss) Per Share Earnings (Loss) Per Share
$ (0.00008) $ (0.01)
<PAGE>
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