UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10-KSB
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
- ---
OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE - ------ SECURITIES
- ---
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM _________
TO _________
COMMISSION FILE NUMBER: 2-73389
UNICORP, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 75-1764386
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION
502 NORTH DIVISION STREET
CARSON CITY, NEVADA 89703
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (775)883 3711. (713)933 4874.
-----------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR
VALUE $0.01 PER SHARE.
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE ISSUER WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES___ NO _X_.
-
CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B IS NOT CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE
CONTAINED, TO THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB
OR ANY AMENDMENT TO THIS FORM 10-KSB. [ ]
THE ISSUER HAD REVENUES OF $409,860 IN ITS MOST RECENT FISCAL YEAR.
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES COMPUTED
BY REFERENCE TO THE PRICE AT WHICH STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED
PRICES OF SUCH STOCK, AS OF December 31, 1998 WAS: $26,659.29.
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY, AS OF December 31, 1998, WAS: 1,320,847
Common, 420,000 Class A Common
DOCUMENTS INCORPORATED BY REFERENCE:NINE (9).
TABLE OF CONTENTS
PART 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Item 1. Description of Business . . . . . . . . . . . . . . . . . . . .3
General . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Material Purchaces . . . . . . . . . . . . . . . . . . . . . . 4
Products and Services . . . . . . . . . . . . . . . . . . . . .5
Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Competition . . . . . . . . . . . . . . . . . . . . . . . . . .5
Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 5
Principle Supplies . . . . . . . . . . . . . . . . . . . . . . 6
Major Customer . . . . . . . . . . . . . . . . . . . . . . . . 6
Government Regulations . . . . . . . . . . . . . . . . . . . . 6
Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Compliance Cost . . . . . . . . . . . . . . . . . . . . . . . .6
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Executive Officers of the Registrant . . . . . . . . . . . . . 6
Item 2. Description of Property . . . . . . . . . . . . . . . . . . . 7
Location of Property . . . . . . . . . . . . . . . . . . . . . 7
Description of Mineral Located In Property . . . . . . . . . . 7
Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .8
Name of Court . . . . . . . . . . . . . . . . . . . . . . . . .8
Date Proceeding Began . . . . . . . . . . . . . . . . . . . . .8
Principle Parties . . . . . . . . . . . . . . . . . . . . . . .8
Description of Facts . . . . . . . . . . . . . . . . . . . . . 8
Relief Sought . . . . . . . . . . . . . . . . . . . . . . . . .8
Item 4. Submission of Matters to a Vote of Security Holders . . . . . 8
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters . . . . . . . . . . . . . . . . . 8
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . 9
Forward Looking Statements. . . . . . . . . . . . . . . . . . 10
General . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Pending Acquisitions . . . . . . . . . . . . . . . . . . . . .10
Sellers Petroleum . . . . . . . . . . . . . . . . . . . . . . 11
Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Results of Operations . . . . . . . . . . . . . . . . . . . .12
Item 7. Financial Statements . . . . . . . . . . . . . . . . . . . . 13
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . . . 13
PART III 13
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act . .13
Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . . 14
Compensation of Officers . . . . . . . . . . . . . . . . . . .14
Compensation of Directors . . . . . . . . . . . . . . . . . . 14
Item 11. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . 14
Item 12. Certain Relationships and Related Transactions . . . . . . . .15
Item 13. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . .15
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
This report is late. New management of the Registrant is filing this late
report without the benefit of the Registrant's books and record for the year of
1998. 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. This report will be amended.
UNICORP, Inc., (the "Company" or the "Registrant") is a Nevada corporation.
As used herein, the terms the "Company" and the "Registrant" refer to the
Company and its wholly owned subsidiaries, unless the context otherwise
requires.
For financial information regarding the segments of the Registrant's
operations, see the information contained in the Consolidated Financial
Statements incorporated by reference in Item 7 hereof.
The Registrant has not had any revenues since 1991 with the exception of
the forfeiture of the shares of AZ CAPITAL, Inc., a Texas corporation, which
resulted in reportable income of $409,860.
ORGANIZATION. The Registrant was incorporated on May 8, 1981 under the name
of Texoil, Inc. for the purpose of minerals exploration, discovery, production,
refining, and transportation. In August 1988, the Registrant participated in the
minerals business through its then wholly-owned subsidiary, Whitsitt Oil
Company, Inc., a Texas corporation. The Registrant changed its name to UNICORP,
Inc. in 1989. Concurrent with the change of its name, the Registrant acquired
90 percent of the outstanding capital stock of Med-X, Inc. As a result of
adverse business circumstances, no material business operations have been
conducted by the Registrant since 1992.
On January 20, 1998, the Board of Directors of the Registrant voted to
effectuate a reverse split of the outstanding shares of the Common Stock of the
Registrant, so that thereafter, for every 273 shares of the Common Stock of the
Registrant held by a stockholder of the Registrant, such stockholder shall now
hold one share of the Common Stock of the Registrant. There were no fractional
shares issued or cash paid in lieu of fractional shares, and consequently, all
shares received as a result of the reverse split were be rounded up to nearest
whole share. No vote of the stockholders was necessary to implement the change.
MATERIAL PURCHASE. On December 15, 1997, the Registrant executed an
Agreement and Plan of Reorganization (the "Agreement") with L. Mychal Jefferson
II ("Jefferson"), the sole shareholder of The Laissez-Faire Group, Inc., a Texas
corporation ("Laissez- Faire"), whereby the Registrant, in a tax-free exchange,
agreed to acquire all of the outstanding shares of the capital stock of
Laissez-Faire in exchange for shares of the Registrant's common stock (the
"Common Stock"). Laissez-Faire became a wholly owned subsidiary of the
Registrant. The Agreement closed on December 31, 1997. Pursuant to the terms of
the Agreement, Mr. Jefferson was to acquire 530,000 shares of the Class C Common
Stock of the Registrant. However, at the time of the closing of the Agreement,
the Mr. Jefferson claimed the Registrant did not have the requisite capital
structure in place to issue to Mr. Jefferson the Class C Common Stock. Mr.
Jefferson reported that "necessary change in the Registrant's Articles of
Incorporation will have to occur by vote of the stockholders of the Registrant
at a later date. In the mean time, Mr. Jefferson agreed to take shares of the
Registrant's existing Common Stock, so that after the closing, Mr. Jefferson
owned 94 percent or 940,000 shares of the issued and outstanding shares of the
Common Stock of the Registrant." The question that new management has is who did
Mr. Jefferson agree concerning the issuance of the 940,000 shares. There is no
agreement of record filed in any report regarding such an alleged agreement.
Current management believes that all of the shares necessary to be issued could
have been issued and should have been issued pursuant to Article Twelve of the
Company's charter as transition shares until the Registrant amended its charter.
Management also believes that Mr. Jefferson may not have conveyed any
consideration for the issuance of his shares. Management expected to change the
focus of the Registrant to a petroleum refining and distribution business. The
Registrant anticipated that through an affiliated business, it could achieve
certain purchasing and marketing advantages in purchases of raw crude and the
sale of refined petroleum products to governmental agencies. Management was not
successful in achieving the foregoing business strategy.
The registrant was successful in purchasing 58,285 tons of a mineral
interest located Yavapai County, Arizona. The mineral is Zeolite. The registrant
paid $10,200,000 for the mineral interest. The registrant is possessor-in-title
to the mineral interest. The registrant conveyed 420,000 shares of its Class A
Common Stock and 58,000 shares of its Series A $100.00 8 1/2% Preferred for the
acquition and note for $200,000 due in 45 days from March 1, 1998 bearing annual
interest at the rate of 6%(see"Description of Property").
The registrant is now in the business of Zeolite. The Zeolite is a specific
variety called Clinoptilolite. The Registrant's Zeolite is natural occurring.
PRODUCTS AND SERVICES. Zeolites are use by everyone in the world. Many
people may not have heard about Zeolite and may not have a lot of experience
with Zeolites. The market for natural Zeolites worldwide totaled around 3.6
million tons in 1997, with China accounting for 2.5 million tons. Total demand
levels are similar, with building materials accounting for around 2.4 million
tons per Year, agriculture as much as 800,000 tons per year, and ion exchange,
adsorption, and catalyst applications for around 400,000 tons per year. Few
Zeolite manufacturers(synthetic)are believed to be operation at their nameplate
capacities. Worldwide, detergents-grade Zeolites capacity utilization is put at
less than 60%. Zeolites manufacturers in the United State of America reported to
be operating at around 80% of capacity, while their counterparts in Asia are
operating at 64%. Japanese demand for Zeolites in adsorption applications
accounts for roughly 20,000 tons per year. This application is expected to
become an important use for Zeolites in Europe and North America in the future,
with growth forecast to exceed 10% per year. In value terms, catalysts represent
by far the largest market for Zeolites, totally more than $500,000 per year in
the United States of America alone, and high rates of growth are expected. In
volume terms, however, the market will increase slowly at 3% to 3.5% per year,
as improvements in catalyst performance will offset growth in catalytic
processes in refineries. Future levels of growth in consumption of natural
Zeolites has increased rapidly over the past decade, particularly in
agricultural applications; this is expected to remain the most important area
for growth in the future, with forecast rates as high as 10% per year. Certain
uses for direct consumer products range from $3.00 to $12.00 per pound. The
registrant has not penetrated any sustainable market for its product. The
registrant has not yet developed a market strategy for the distribution of its
Zeolite. The registrant is considering several market options, but may not be
successful because of its lack of liquidity to implement a marketing strategy.
PUBLICITY. The Registrant has not had any news releases or advertisement
regarding any of the Registrant's.
COMPETITION. Major companies much more developed than the registrant with
major liquid resources are in direct competition with the registrant. The
registrant has not penetrated any sustainable market for its product. The
registrant has not yet developed a market strategy for the distribution of its
Zeolite. The registrant is considering several market options, but may not be
successful because of its lack of liquidity to implement a marketing strategy,
taking in consideration the registrant may have to develop a new market that has
not been developed by its competition.
DISTRIBUTION. The Registrant is considering selling its Zeolite directly to
the public through mass media advertising for home use by the consumer, business
to consumer over the internet and business to business through international
business to business companies that are already on the internet. It is
economical for the Registrant to truck or train the product for out source
processing, packing and then the fulfillment of the consumer order.
PRINCIPLE SUPPLIER. The Registrant believes that is has a sufficient amount
of the product to sustain a viable market for a few years. If the Registrant
determines that it needs more supply, it is believed by the Registrant that is
can secure more product from its major security holder, Equitable Asset
Incorporated.
MAJOR CUSTOMER. The plan currently favored by management is to spread the
consumer base where there will be no need for a few major customers. A major
customer may be approached on a business to business strategic alliance, but it
is now the intention of management to focus on a large variety of individual
consumers.
GOVERNMENT REGULATIONS. It is the intention of the Registrant to file a new
plan with the Bureau of Land Management in conjunction with Texas Arizona Mining
Co., a Texas company, in regards to the removal of the product from the
property. Texas Arizona Mining Co. has timely filed claims on the property since
1972 with the Bureau of Land Management. The plan will become effective upon
filing with the Bureau of Land Management. The Registrant is not aware of
environmental requirement's regarding the Zeolite with the exception of the
normal requirements regarding the removal and replacement of the top soil in an
open pit mining operation. Management anticipates that governmental regulation
will have minimal effect on the Registrant's business.
ESTIMATE. The Registrant has not prepared a budget regarding the research
and development of its product and does not know the extent to which the cost of
such activities will be borne by the consumer if such activity implemented.
COMPLIANCE COSTS. Management does not have the cost of compliance with the
environmental laws (federal, State and local).
EMPLOYEES. Management believes that the Registrant had no employees at
December 31, 1998.
EXECUTIVE OFFICERS OF THE REGISTRANT. The names, ages and current officers
of the Registrant, who are to serve until the next regular meeting of the Board
of Directors to be held in 1999, and serving as of the date of this Report, are
set forth below. Also indicated is date when the person commenced serving as an
executive officer of the Registrant.
NAME AND AGE OFFICE
-------------- ------
L. Mychal Jefferson (29) President
L. Mychal Jefferson (29) Chief Executive Officer
L. Mychal Jefferson (29) Chief Financial Officer
L. Mychal Jefferson (29) Secretary
L. Mychal Jefferson has served as President of the Registrant since January 20,
1998 when he acquired 94 percent of the Common Stock in exchange for all of his
common stock in The Laissez-Fair Group, Inc., a Texas corporation
("Laissez-Faire"). He has served as President of Laissez-Faire since its
founding in 1997. Mr. Jefferson is widely engaged in professional and civic
activities, including Chairman of the President's Advisory Board of the Houston
Development Council. Mr. Jefferson began his career with Monmouth Investments, a
prominent regional investment banking firm. Thereafter, he managed portfolios
of major institutions and high net worth individuals at Oppenheimer & Co. Mr.
Jefferson attended the University of Southern Mississippi and the University of
South Florida, majoring in finance.
ITEM 2. DESCRIPTION OF PROPERTY.
LOCATION OF PROPERTY. The Registrant owns as Possessor-In-Title certain
Zeolite interest located at Wittenburg, Yavapai County, Arizona. The Registrant
owes no debt on the property. The operation is open pit mining. The Registrant
can extract its 58,285 tons of Zeolite.
DESCRIPTION OF MINERAL LOCATED IN PROPERTY. Zeolites are naturally
occurring minerals which were deposited as a result of volcanic activity
millions of years ago. The term Zeolite refers to a group of minerals, whereas
the deposit that we mine, is a specific variety called Clinoptilolite. Zeolites
are crystalline hydrated aluminosilicates that possess infinite
three-dimensional frameworks of silicon-oxygen (SiO4) tetrahedral. The honeycomb
crystalline structure readily absorb molecules having diameters small enough to
fit through the entry channel. Molecules too large to pass through the entry
channel are excluded, thus giving rise to the term "molecular sieving".
USES. Zeolites are used in many different applications including: animal
feed supplement, water and air filtration and pollution control media, animal
hygiene, odor control, oil adsorbing floor drying material, aquaculture and pond
filtration, soil amendments, and industrial fillers. Other applications for
natural Zeolites include: paper and paint fillers, thermal storage, natural gas
purfication, ground water and sewage effluent treatment, removal of ammonia,
heavy metals and radioactive ions from industrial and municipal effluents. It
has been said that there is approximately 5,600 usues for Zeolites. The NASA
Astronauts have experimented with Zeolite drinks in outer space.
(need instructions in 102(a). Item 801(g) and Item 802(g).)
Will file in amended 10K/SB
ITEM 3. LEGAL PROCEEDINGS.
NAME OF COURT. 190th Judicial District Court, Houston, Harris County,
Texas.
DATE PROCEEDINGS BEGAN. August 31, 1998.
PRINCIPAL PARTIES. Equitable Assets Incorporated, Plaintiff vs.
Unicorp, Inc.
DESCRIPTION OF FACTS. The Registrant issued a $200,000 note bearing (6%)
interest per annum on March 1, 1998 to Equitable Assets Incorporated in
connection with purchase of the Zeolite. On April 21, 1998 Equitable Assets
Incorporated demanded payment of the note. The Registrant ignored the demand.
RELIEF SOUGHT. Equitable Assets Incorporated filed the suit for
$222,676.18, Attorney fees, and Court cost.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Registrant's Common Stock trades on the OTC Bulletin Board of the
National Association of Securities Dealers, Inc. (the "NASD") in the United
States. The range of the high and low bid information for the Common Stock for
each full quarterly period within the two most recent fiscal years is shown on
the following table. As of December 31, 1997, the Registrant was authorized to
issue 50,000,000 shares of the Common Stock, of which there were issued and
outstanding 16,342,000 shares. On January 20, 1998, the Board of Directors of
the Registrant voted to effectuate a reverse split of the outstanding shares of
the Common Stock of the Registrant, so that thereafter, for every 273 shares of
the Common Stock of the Registrant held by a stockholder of the Registrant, such
stockholder shall now hold one share of the Common Stock of the Registrant.
There were no fractional shares issued or cash paid in lieu of fractional
shares, and consequently, all shares received as a result of the reverse split
were rounded up to nearest whole share. No vote of the stockholders was
necessary to implement the change. As a result of such reverse split, the
Registrant is still authorized to issue 50,000,000 shares of the Common Stock,
but only 1,040,000 shares are issued and outstanding as of the date of March 2,
1998. The par value of the Common Stock remains unchanged at $0.01 per share as
of December 31, 1998. March 1, the Registrant purchase the Zeolite property
from Equitable Assets Incorporated, a Belize company, and the consideration for
the purchase was the issuance by the Registrant of a $200,000 purchase money
unsecured note payable to Equitable Assets Incorporated in 45 days bearing
interest a 6% per annum, Regulation S 420,000 Class A Common Stock, and a Series
A 8 1/2% Callable Preferred, $100.00 par value, the dividends payable quarterly
in cash or the common stock of the Registrant. The Registrant did not issue the
securities to Equitable Asset Incorporated as agreed. The Registrant reported on
Form 10 Q/SB dated September 30, 1998 that there were 1,240,000 shares of the
common stock outstanding. The Registrant reported on Form 8-K filed on April 7,
1999 that there are 1,320,847 of the common stock outstanding, with a par value
of $.001 per share. New Management filing this report will secure the records
from the Registrants stock transfer agent to determine the accurate amount of
shares outstanding and amend this Form 10-K/SB. New Management of the
Registrant is aware of 20,000 shares of Regulation S Stock issued to Equitable
Assets Incorporated for $20,000 cash. No dividends were declared or paid
during the below described quarterly periods.
COMMON STOCK
BID PRICE
CALENDAR YEAR 1996 LOW HIGH
First Quarter $0.008 $0.01
Second Quarter $0.008 $0.01
Third Quarter $0.008 $0.01
Fourth Quarter $0.008 $0.01
CALENDAR YEAR 1997 LOW HIGH
First Quarter $0.008 $0.01
Second Quarter $0.008 $0.01
Third Quarter $0.008 $0.01
Fourth Quarter $0.008 $0.01
CALENDAR YEAR 1998 LOW HIGH
First Quarter $0.005 $3.00
Second Quarter $0.375 $2.625
Third Quarter $0.125 $1.50
Fourth Quarter $0.070 $0.125
As of December 31, 1998 the high and low bids with respect to the price of
the Common Stock were $0.5625 $0.090, respectively. These prices represent
interdealer prices, without adjustments for retail mark-ups, mark-downs or
commissions, and do not necessarily represent actual transactions. New
Management does note know the exact number of holders of the Registrant's Common
Stock as of December 31, 1998. It appears from the other forms filed by old
management that there was at least 997 holders of the Common Stock. This form
will be amended to reflect the number of holders.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FORWARD LOOKING STATEMENTS. The following is a discussion of the
Registrant's financial condition and results of operations. This discussion
should be read in conjunction with the Consolidated Financial Statements of the
Registrant appearing under Item 7 of this Report. Statements contained in this
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations," which are not historical facts may be forward-looking statements.
Such information involves risks and uncertainties, including those created by
general market conditions, competition and the possibility that events may occur
which could limit the ability of the Registrant to maintain or improve its
operating results or execute its primary growth strategy. Although management
believes that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could be inaccurate, and there can therefore
be no assurance that the forward-looking statements included herein will prove
to be accurate. The inclusion of such information should not be regarded as a
representation by management or any other person that the objectives and plans
of the Registrant will be achieved. Moreover, such forward-looking statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only as of the
date hereof.
GENERAL. Management intends for the Registrant to proceed in its efforts to
expand holdings through the purchase of existing, profitable, private, companies
where there is a demonstrable gain in productivity through the minimization of
general and administrative costs which are duplicative. Management will seek to
implement a capital structure which affords the greatest flexibility for future
acquisitions while maintaining an adequate base of equity to cushion against
fluctuations in the business cycle. It is the belief of management that numerous
opportunities for vertical expansion in the refining and petrochemical business
are available. Many smaller private fuel distributors and convenience store
operators are available near current acquisition candidates, and given the
proper capital structure, could enhance the worth and viability of the
Registrant. A public relations agreement has been signed with Jaz Bermaine &
Company to provide public relations and market exposure for the Registrant. It
is expected that the Registrant will be traded on the OTC Bulletin Board until
such time as the Registrant can qualify for a listing on different exchange.
PENDING ACQUISITIONS. As of the end of 1997, the Registrant had examined
nine potential acquisition candidates. Of these, a letter of intent has been
signed with Sellers Petroleum Products, Inc. ("Sellers") of Yuma, Arizona, and
negotiations continue with the others. Sellers engages in the marketing and
distribution of refined petroleum products in Arizona and California. Expected
consideration for the purchase was $7,000,000. The Registrant had also elected
to pursue an agreement to purchase a refinery located at the Valverde
refurbishment facility in Houston, Texas and a refinery and site, located in
Nixon, Texas. The Registrant continues its search for undervalued private and
public entities in related businesses. Meetings with several investment banking
relationships were held pursuant to financing for these anticipated purchases.
Management expected that the Registrant's proposed acquisitions would expand the
business of the Registrant through the acquisition of an established, growing
distribution business in the southwestern United States. Management was of the
opinion, that the purchase of refining, and distribution facilities in Texas
would limit the Registrant's reliance upon outside refiners for refined
petroleum products. The Registrant was also currently negotiating for the
purchase of a third existing company which operates a distribution and
convenience store operation in the southwestern United States.
SELLERS PETROLEUM. Sellers Petroleum Products, Inc. (herein "Sellers") is
one of the largest distributors of wholesale petroleum products in the Yuma,
Arizona and El Centro, California regions. Products offered include fuels
(gasoline, oil, and diesel), lubricants, maintenance services, and tires,
batteries, and accessories. Sellers maintains two modern bulk plant facilities
located in Yuma, Arizona and El Centro, California, as well as seven
state-of-the-art cardlock facilities throughout its regions. The facilities are
the only ones of all regional competitors that are in compliance with all
applicable EPA standards through 1998, including above ground tank storage,
storm water compliance, and product transportation regulations. Sellers is a
branded Unocal 76 jobber, although fuel is also rack purchased from various
other major refiners and independents refiners based upon pricing. Unocal,
Chevron, and Texaco lubricant products are also offered. Sellers has maintained
a strong relationship with Unocal since its inception in 1954, and continues to
be its premier distributor in the region. Sellers is currently Unocal's third
largest lubricant jobber nationwide, and has been approached by Unocal to expand
its service region further into both Southern California and Arizona. Its
customers include both commercial and retail (cardlock and service station)
accounts. Management strongly emphasizes service, with customer satisfaction
evident in its 95 percent + rate of repeat business. Customer service is further
augmented by through excellent staffing, characterized by low employee turnover
and average employee tenure of 10 years. The Registrant expects that the current
Sellers management will be retained post acquisition. Sellers has over 1,300
active accounts which order at least once per month. The Registrant did not
acquire Sellers.
NIXON TEXAS REFINERY. The Nixon refinery is located on a 50 acre site
approximately 40 miles south of San Antonio, Texas. The plant is certified by
the U.S. Department of Energy at a rate of 17,033 barrels per day of 42 API
Crude. The plant was designed to refine military jet fuel in addition to
propane, C3/C4, Naptha, kerosene, diesel, gas, oil, and residuals. The refinery
ran for several years delivering Military Jet fuel to all three U.S. Air Force
bases in San Antonio prior to its closure after Desert Storm. The refinery can
be tuned to produce the standard range of refined petroleum products to meet
demand in its market area. The Registrant feels that through an association
with a minority owned petroleum distributor, profit margins exceeding $3.00 per
barrel refined may be realized. The refinery is currently being refurbished in
Houston, Texas. Management believes that by combining its additional 6,000 to
7,000 barrels of refining capacity to the Nixon Refinery, the Registrant can
process approximately 20,000 barrels of petroleum daily. The Registrant did not
acquire the Nixon Texas Refinery.
FLUID CATALYTIC CATALYST. The Registrant has recently entered into a letter
of intent to purchase from Equitable Assets, Inc. approximately 58,000 tons of
fluid catalytic catalyst (Zeolite), which is used in the refining, agriculture,
water purification, turf management, and air purification markets, in exchange
for 420,000 shares of the Registrant's Class A Common Stock and $5,800,000 of
$100 Par Series A Callable Preferred Stock. The Registrant does not yet have in
place the requisite capital structure to conclude the sale and purchase, but
after the expected stockholders' meeting to be called for the purpose of
amending the Registrant's articles of incorporation, the transaction can go
forward. The proposed purchase price for the Zeolite is approximately $175 per
ton. The current market price for Zeolite ranges from $300 to $1,100 per ton.
The Registrant plans to sell 20,571 tons of the Zeolite to Equitable Assets,
Inc. in exchange for notes and commercial paper equaling $5,000,000, or $243 per
ton. Management is currently examining the wholesale markets to find customers
who might be consistent purchasers for its remaining inventory of fluid
catalytic catalyst. The material will also be tested to determine its efficacy
in any refinery that the Registrant may purchase. The registrant finished the
purchase of this asset on March 1, 1998. Equitable Assets Incorporated did not
exercise its option to purchase the 20,571 tons of Zeolite from the Registrant.
LIQUIDITY AND CAPITAL RESOURCES. In order to complete the proposed
acquisitions, the Registrant will require additional funding. Management
believes that this funding is available through investment bankers who have
expressed an interest in providing equity and debt funding. There can be no
assurance as to the availability or terms of this financing. If the Registrant
is to be successful in concluding the above described proposed acquisitions, it
will be obligated to spend at least $400,000 in earnest money, $200,000 in
purchase money, at least $100,000 in acquisition costs, plus shares of the
Common Stock and other costs before formal contracts can be executed or closed.
Certain anticipated transactions may require the Registrant to incur additional
debt, and the degree to which the Registrant may be leveraged could have
important consequences, including the following: (i) the possible impairment of
the Registrant's ability to obtain financing in the future for potential
acquisitions, working capital, capital expenditures or general corporate
purposes; (ii) the necessity for a substantial portion of the Registrant's cash
flow from operations to be dedicated to the payment of principal and interest on
its indebtedness; (iii) the potential for increased interest expense due to
fluctuations in interest rates; and (iv) the potential for increased
vulnerability of the Registrant to economic downturns and possible limitation of
its ability to withstand competitive pressures. The Registrant's ability to meet
its debt service obligations will be dependent upon the Registrant's future
performance, which will be subject to general economic conditions and to
financial, business and other factors affecting the operations of the
Registrant, many of which are beyond its control.
RESULTS OF OPERATIONS. The Registrant has generated no revenues since 1991
with the exception of the stock forfeiture by AZ CAPITAL, INC. which resulted in
revenues of $409,860. It is the intention of the Registrant to distribute those
shares to the shareholders of the Registrant at a later date.
ITEM 7. FINANCIAL STATEMENTS.
UNICORP, INC.
Balance Sheet - Unaudited
As of December 31,1998
Dec 31, '98
ASSETS
Other Assets
1300 MINERAL INTEREST 10,200,000.00
1805 INVEST. - AZ CAPITAL, INC. 409,860.00
Total Other Assets 10,609,860.00
TOTAL ASSETS 10,609,860.00
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
2060 - ACCOUNTS PAYABLE 7,500.00
2060 - DIVIDENDS PAYABLE 410,833.33
Total Other Current Liabilities 418,333.33
Total Current Liabilities 418,333.33
Long Term Liabilities
2601 - NOTE PAYABLE - E.A.I. 200,000.00
Total Long Term Liabilities 200,000.00
Total Liabilities 618,333.33
Equity
3000 - PREFERRED STOCK - SERIES A 5,800,000.00
3050 - COMMON STOCK 166,236.59
3060 - COMMON STOCK -CLASS A 4,200.00
3101 - ADDITIONAL PAIDIN CAPITAL 7,396,476.41
3500 - RETAINED EARNINGS -3,514,587.33
Net Income 139,201.00
Total Equity 9,9911,526.67
TOTAL LIABILITIES & EQUITY 10,609,860.00
UNICORP, INC.
Profit and Loss - Unaudited
January through December 1998
Jan - Dec '98
Ordinary Income/Expense
Expense
6270 - PROFESSIONAL FEES 270,659.00
Total Expense 270,659.00
Net Ordinary Income -270,659.00
Other Income/Expense
Other Income
7030 - OTHER INCOME 409,860.00
Total Other Income 409,860.00
Net Other Income 409,860.00
Net Income 139,201.00
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE. Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The information set forth under "Item 1. Description of Business -
Executive Officers of the Registrant" is incorporated herein by reference. At
the date of this Report, the executive officer of the Registrant was L. Mychal
Jefferson II.
In the years prior to December 31, 1997, various officers and directors of
the Registrant have failed to file a Form 3 on a timely basis upon becoming an
executive officer and director of the Registrant. Set forth below are the
directors of the Registrant, together with their ages as of the date of this
Report. Each director is elected for a one year term and serves until his
successor is elected and qualified.
NAME AGE POSITION DIRECTOR SINCE
Mychal Jefferson II 29 Chairman of the Board January 1998
Certain information with respect to the other members of the Board of
Directors of the Registrant is set forth above in "Item 1. Description of
Business - Executive Officers of the Registrant."
The Registrant has filed its Original Petition and Request for Mandamus
Relief, cause no. 2000-0679, in the 113th Judicial District Court, Harris
County, Texas to secure the books and records of the Registrant. New Management
is not sure who the officers and directors of the Registrant was in 1998.
ITEM 10. EXECUTIVE COMPENSATION.
COMPENSATION OF OFFICERS. Since 1991, the Registrant has not paid salaries
or other form compensation to any of its officers or directors. Effective as of
January 20, 1998, L. Mychal Jefferson II will receive an annual salary of
$36,000.
COMPENSATION OF DIRECTORS. The Registrant does not compensate any of its
directors for their services to the Registrant as directors. However, the
Registrant does reimburse its directors for expenses incurred in attending board
meetings.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table presents certain information regarding the beneficial
ownership of all shares of the Common Stock at February 28, 1998 (i) each person
who owns beneficially more than five percent of the outstanding shares of the
Common Stock, (ii) each director of the Company, (iii) each named executive
officer, and (iv) all directors and officers as a group.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF SHARES
L. Mychal Jefferson II 940,000 Common 71%
John N. Avilez* 420,000 Class A Common 100%
All directors and officers
As a group (1) person. 940,000 Common 71%
*Mr. John N. Avilez is an Attorney in Belize City, Belize. Mr. Avilez is the
Settlor and Beneficiary of First Madison Trust, a Belize personal trust, which
in turn owns 100% of the outstanding shares of Equitable Assets Incorporated, a
Belize corporation, which in turns owns the shares in the Registrant.
(1) Unless otherwise indicated, each person named in the above-described
table has the sole voting and investment power with respect to his shares
of the Common Stock beneficially owned.
(2) Unless otherwise provided, the calculation of percentage ownership is
based on the total number of shares of the Common Stock outstanding as of
December 31, 1998. Any shares of the Common Stock which are not outstanding
as of such date but are subject to options, warrants, or rights of
conversion exercisable within 60 days of December 31, 1998 shall be deemed
to be outstanding for the purpose of computing percentage ownership of
outstanding shares of the Common Stock by such person but shall not be
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Documents Filed with this Report.
(1) None.
(2) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NO. IDENTIFICATION OF EXHIBIT
<C> <S>
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.
21* Subsidiaries of the Registrant, described in Form 10-KSB for the
year ended December 31, 1997, filed March 6, 1998. Commission File No.
2-73389. 23(a)* Consent of Alvin L. Dahl & Associates, P.C., certified
public accountants, described in Form 10-KSB for the year ended
December 31, 1997, filed March 6, 1998. Commission File No. 2-73389.
27** Financial Data Schedule, described in Form 10-KSB for the year
ended December 31, 1997, filed March 6, 1998. Commission File No.
2-73389.
(b) Reports on Form 8-K.*
(1) Current Report on Form 8-K for the Registrant dated February 13,
1998, and filed on February 18, 1998. Commission File No. 2-73389,
reporting a change in the control of the Registrant and the
acquisition of assets. ("Item 1. Changes in Control of Registrant,"
and "Item 2. Acquisition of Assets").
(2) Form 8-K Report filed on April 9, 1998 regarding AZ CAPITAL, Inc.
and Equitable Assets Incorporated.
(3) Form 8-K Report filed on April 14, 2000 regarding changes of control
in the Registrant and other matters.
<FN>
* incorporated by reference.
** to be filed by ammendment.
</TABLE>
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.
Date: April 17, 2000 By /s/ Louis Mehr
-------------- -----------------
Louis Mehr, President
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.
<PAGE>
