SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNICORP, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE
CLASS B COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
CLASS A COMMON STOCK 904-661-30-3
CLASS B COMMON STOCK 904-661-40-2
(CUSIP Numbers)
Louis Mehr
10555 Turtlewood Court, 1604
HOUSTON, TEXAS 77072
(281) 933 4874
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 6, 2000
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box | |.
Check the following box if a fee is being paid with this statement | |.
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS, SHOULD BE
FILED WITH THE COMMISSION. SEE RULE 13D-1(A) FOR OTHER PARTIES TO WHOM COPIES
ARE TO BE SENT.
*The remainder of this page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. CL A 904-661-30-3
CL B 904-661-40-2 13 D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
*EQUITABLE ASSETS INCORPORATED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
First Madison Trust, a Belize personal Trust. (A) (x)
John N. Avilez Estate, Belize City, Belize C.A. (B) |x |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
EXCHANGE OF ASSETS FOR COMMON STOCK,PREFERRED STOCK AND NOTE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BELIZE CENTRAL AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY *9,550,000 OF EACH CLASS
OWNED ----------------------------------------
BY EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH -0-
----------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,550,000 OF EACH CLASS
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.5 PERCENT
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14 TYPE OF REPORTING PERSON
HC AND OO
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Class A Common Stock, $.0001 par value and
the Class B Common Stock, $.0001 par value of Unicorp, Inc., a Nevada
corporation, ("Issuer" or "Unic"). Both Classes of the Common Stock are
Regulation S securities and were issued to replace previously issued Regulation
S securities to settle a judgment against the issuer. The address of the
Issuer's executive offices is 502 North Division Street, Carson City, Nevada
89703.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: This Statement is being filed by Equitable Assets
Incorporated, a Belize corporation, First Madison Trust, a Belize
personal trust, and John N. Avilez Estate (hereinafter
collectively as a group is referred to as "Reporting
Person"or"EAI" separately). The filing of this Statement is an
admission that Reporting Person is, for the purposes of Section
13 (d) or 13 (g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the beneficial owner of the
securities covered by this Statement and that this schedule is
required to be filed by such reporting person.
(b) Business Address: The business address of the Reporting Person is
35 Barracks Road 3rd Floor, Belize City, Belize C.A. as to
Equitable Assets Incorporated and 4 Gabroual Lane, Belize City,
Belize as to First Madison Trust and John Avilez Estate.
(c) Present Principal Business Undertakings: The primary business of
the Reporting Person, among other business, is providing
financial services to companies considering "going public"
utilizing a reverse acquisition by a public company with no
significant assets or liabilities (a "clean public shell") as an
alternative to the traditional way of "going public" through
initial public offering. To this end, EAI, creates the public
shells by organizing companies, assisting with their preparation
and filing of Registration Statements with the Securities and
Exchange Commission, and upon effectiveness of such Registration
Statements, distributing registered stock to UNIC stockholders or
distributing exempt stock to UNIC stockholders in certain exempt
transactions.
(d) Criminal Convictions: During the last five years, Reporting
Person has not been convicted in a criminal proceeding, excluding
traffic violations and similar misdemeanors.
(e) Court or Administrative Proceedings: During the last five years,
Reporting Person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which any of them were or are subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration for the common stock of the Issuer acquired by the
Reporting Person was an exchange certain of its mineral assets for a $200,000
purchase money note, 420,000 shares of the issuer's Class A Common Stock, and
58,0000 shares of a Series A 8 % $100 par value Callable Preferred Stock and a
judgment in favor of the Reporting Person on May 25, 1999 against the Issuer in
the amount of $222,676.18 in a Court of Competant Jurisdiction.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction for which this Statement is being
prepared was to assume control of Issuer and operate the assets as Issuer's
primary business.
Except as described below, Reporting Person has present plans and
intentions as follows:
(a) any acquisition by any person of additional securities of the
Issuer will be pursuant to a registration statement or certain
exempt transactions;
(b) an extraordinary corporate transaction such as a plan of merger
or reorganization, involving the Issuer or any of its
subsidiaries, the exception being the previously announced plans
to distribute the shares of certain of the Issuer's subsidiaries
to its shareholders;
Reporting Person plans for the Issuer to file its Nevada Articles
of Incorporation with the Secretary of State of Texas in order
for the Issuer to have the right to do business in Texas.
(c) a sale or transfer of the Issuer's mineral assets to a wholly
owned subsidiary with a plan for a future distribution of that
subsidiary to the Issuer's shareholders.
(d) does not intend a change in the present board of directors or
management of the Issuer, including any plans or porposals to
change the number or term of the directors or to fill any
existing vacanies of the board;
(e) does not intend to effectuate any material change in the present
capitalization or dividend policy of the Issuer;
(f) does not intend any other change in the Issuer's business or
corporate structure with the exception that the Issuer may become
a communications company;
(g) does not intend changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which my
further impede the acquition of control of the Issuer by any
person which has already been provided in the Issuer's charter;
(h) does not intend causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
aregistered national securities association;
(i) does not intend for any class of eligible equity securities of
the issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4)of the Act; or
(j) does not intend any action similar to those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person owns 9,550,000 shares of the Class A Common
Stock and owns 9,550,000 shares of the Class B Common Stock of the Issuer. The
Reporting Person has the sole voting power with respect to such shares.
Except as described above, Reporting Person has not effected any
transaction in shares of Common Stock of Issuer during the sixty (60) days
preceding the date of this Statement.
No person other than Reporting Person is known to Reporting Person to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of , the shares of Common Stock owned by Reporting
Person.
EAI has sole voting power of each class of securities of Issuer. The
First Madison Trust, a Belize personal trust, owns 100% of EAI. John N.
Avilez,deceased, a Belize Citizen, is the Settlor and Sole Beneficiary of First
Madison Trust which beneficial interest in turn is now as asset of his estate in
Belize C.A. Victoria Avilez is now the administrator or executrix of the John
N. Avilez Extate.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as indicated elsewhere in this Statement, to the best
knowledge of Reporting Person, Reporting Person is not a party to any contract,
arrangement, understanding, or relationship (legal or otherwise) with any person
with respect to any securities of the Issuer, including but not limited to, the
transfer or voting of any of the Issuer's securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, except as
follows:
EAI has the sole voting rights over the securities beneficially owned by
the First Madison Trust and the John N. Avilez Estate.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is attached by referance to this report:
8-K filed on April 9, 1998 by the Issuer pursuant to the purchase of
the Reporting Person assets together with the contract.
8-K filed on April 14, 2000 by the Issuer pursuant to the New Plan of
Reorganization and Settlement between the Reporting Person and the Issuer dated
on March 25,2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
/s/ Louis Mehr
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Louis Mehr
Dated: April 24, 2000.
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