UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 15, 2000
(Date of Earliest Event Reported): ______________
UNICORP, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 2 - 273389 75-1764386
(state or other (Commission File (I.R.S. Employer
jurisdiction of Number) identification No.)
incorporation)
10555 Turtlewood Court
Suite 1406
Houston, Texas 77072
(Address of Principal Executive Offices)(Zip Code)
(281) 933-4874
(Registrant's telephone number, including area code)
502 North Division Street
Carson City, Nevada 89703
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVABLE.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
ITEM 5. OTHER EVENTS.
NOTICE TO ANY PERSON WHO MAY BE CONSIDERING PURCHASING ANY SECURITY OF
UNICORP, Inc. CORPORATION ("REGISTRANT" OR "COMPANY"). YOU SHOULD CONSIDER
THE FOLLOWING FACTORS, AMONG OTHERS, IN MAKING ANY DECISION TO PURCHASE ANY
SECURITY OF THE COMPANY, PARTICULARLY ITS PUBLICLY TRADED COMMON SHARES:
(1) The annual Financial Statements included in Item 7 of our Form 10-KSB
for the fiscal year ending December 31, 1999 ("1999 10KSB"), and for
the fiscal year ending December 31, 1998 ("1998 10KSB"), are UNAUDITED
(collectively the "Unaudited Annual Financials"). The Unaudited Annual
Financials included in the 1999 10KSB and 1998 10KSB should not be
relied upon by any person as a basis for considering a purchase of our
common stock. The Unaudited Annual Financials are not a reliable basis
for considering a purchase of our securities. No person who may be
considering purchasing any of the Company's securities should rely
upon the Unaudited Annual Financials included in our 1999 10KSB and
1998 10KSB in making a decision to purchase our securities. Further,
because our quarterly filings for the interim periods December 31,
1998 and thereafter ("10QSB Filings") include unaudited financial
statements (collectively the "Unaudited Quarterly Financials") that
are based upon the Unaudited Annual Financials contained in our 1999
10KSB and 1998 10KSB, no person who may be considering purchasing any
security of Unicorp should rely upon the Unaudited Quarterly
Financials included in our 10QSB Filings in making a decision to
purchase our securities.
(2) The Unaudited Annual Financials and the Unaudited Quarterly Financials
include as a Balance Sheet asset item a Mineral Interest valued at
$10,200,000. That asset represented our purchase of 58,385.71 tons of
zeolite from Equitable Assets Incorporated in exchange for an equity
position in Registrant. As a result of various transactions between
Equitable and the Company, that $10,200,000 is also accounted for in
the Total Liabilities & Equity section of the Balance Sheet as
Capital, thus increasing Equity by a like amount.
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Management has determined that the zeolite Mineral Interest has little
or no financial value to the Company either as an asset or revenue
source and expects to restate, write down or write off the value of
the Mineral Interest in restated and/or subsequent financial
statements. It is likely that any of the above actions will result in
a reduction in our Balance Sheet Assets of $10,200,000 and a reduction
in our Equity of $10,200,000 (as reflected in the Unaudited Annual
Financials and the Unaudited Quarterly Financials).
No person who may be considering purchasing any security of Unicorp
should rely upon the existence or value of the Mineral Interest as
stated in the Unaudited Annual Financials and the Unaudited Quarterly
Financials in making a decision to purchase our securities.
(3) We have no present business or business plan other than to seek a
profitable business combination, most likely in a reverse acquisition
or similar transaction. Accordingly, our plan is to seek one or more
profitable business combinations or acquisitions to secure
profitability for shareholders.
We are presently pursuing our business plan, which includes qualifying
ourselves for quotation on the Over the Counter Bulletin Board
("OTCBB") as we enter the arena of seeking any business combination by
reverse acquisition. The process of qualifying for OTCBB requires
first that we meet all requirements of a reporting company pursuant to
our 1934 Act Registration Statement, and that such 1934 Registration
Statement and annual reports filed pursuant thereto contain audited
annual financial statements, among other things, and be clear of SEC
comments. The process next requires that a Broker/Dealer make a
submission to the National Association of Securities Dealers ("NASD")
for permission to publish quotations for the purchase and sale of our
common stock on the OTCBB. It would be our policy to employ a
consultant to seek a broker/dealer to become such a submitting
market-maker in our common stock. Neither us, nor any of our
affiliates, are Broker/Dealers or NASD members. Since our common stock
is presently quoted on the Pink Sheets, it is likely that one or more
existing Market-Makers would apply for up-grade from the Pink Sheets
to the OTCBB, without the necessity of us employing any consultants
therefor. When and if an NASD member Broker/Dealer might make such a
submission to NASD, the Staff of NASD would evaluate the submission,
and the due diligence investigation, and would make comments and
requests for further information, deemed appropriate to that Staff,
over a period of some months, before granting permission for the
submitting Market-Maker to begin publishing quotations. Until such
time as permission may be granted, no quotations would be published on
the OTCBB. While quotations might be published on the Pink Sheets,
such quotations do not, in the judgment of Management, constitute the
basis for the creation or development of an orderly trading market for
our common stock. In arriving at this opinion, that the Pink Sheets do
not constitute the equivalent of OTCBB, Management considers not only
its own opinion, but its assessment of the opinions of those with whom
it might evaluate a reverse acquisition. Accordingly, Management
reports its conclusion that a search for an acquisition target may be
premature, and that it may remain premature until and unless our
common stock may be quoted on the OTCBB.
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We do not expect to be able to begin consideration of any acquisitions
for two to six months. We cannot expect to identify or commit
ourselves to any acquisition within the next twelve months, or perhaps
longer for the following reasons. It is not our policy or practice,
our Management or principal shareholders to advertise, or travel in
search of possible targets. We do not command the capital or liquidity
with which to conduct such a search, and do not expect to be able to
engage in any capital formation or loan funding activities for that
purpose. While incidental advances by officers, directors or principal
shareholders for corporate maintenance, filing fees, legal and
professional, and auditing are foreseeable, no one has any intention
of general funding or funding search, advertising or other promotion.
Accordingly, our future prospects are likely to await such
serendipitous referral or introduction as may lead to conversations
with potential target businesses. The search for a profitable business
combination, accordingly, must be understood as an essentially passive
one, relying mostly on word of mouth. It is possible that business
brokers or promoters may at some point approach management with a
proposal. No estimate can be made when and if such a passive search
might yield an acquisition target.
When and if a probable acquisition target may be identified, or may
identify us, Management will conduct extensive due diligence and
evaluation of the target, based upon the financial statements of an
acquisition target, our foreseeable requirements for capital, and
realistic potential of the target to attract the capital we may
require, and management's evaluation of our ability to achieve our
plan for profitability. No acquisition would be made if Management
were not satisfied that our plan for profitability and viability were
sound and in the interests of shareholders. We will continue our
evaluation of opportunities until an attractive business combination
is accomplished, no matter how long it may take.
We have no immediate need for current capital formation in our present
stage from outside sources. This means that we expect to maintain our
corporate and other filings and reports during the next twelve months.
ITEM 6. RESIGNATIONS OF THE REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
None.
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNICORP, INC.
Dated: December 15, 2000 BY: /S/ Louis Mehr
LOUIS MEHR, PRESIDENT
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