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 SEPTEMBER 30, 1999
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.f/k/a Auto Axzpt.Com, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 75-1764386
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
502 Divison Street 89703
HOUSTON, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (775) 883 3711
(281) 933 4874
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF March 31, 1999 WAS 450,000, 420,000 Class A and 3,500,000
issued for Auto Axzpt.Com, Inc.(which company does not exist and has never
exist).
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The information required by this Item 1 appears on pages 6 through 7 of
this Report, and is incorporated herein by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Current management cannot make representations pertaining to the financial
plans of former management during this period. It is believed that the
registrant did not have any operations during this period as Auto Axzpt.Com,
Inc. a company that does not exist.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
Not/Applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not/Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITES.
Not/Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not/Applicable
ITEM 5. OTHER INFORMATION.
New management of the registrant is filing this late report. On
March 1, 1999 the registrant entered into a Plan of Reorganization to puchase
Auto Axzpt.Com, Inc. an alleged Texas company, see by referance the 8-K filed on
March 25, 1999. Auto Axzpt.Com, Inc. does not exist as a Texas company and
never has (see by reference the 8-K filed on April 14, 2000 by the registrant).
New management is filing this form without the books and records of the
registrant for 1999. Management considers the Auto Axzpt.Com, Inc. purchase a
fraud and nullity. L. Mychal Jefferson II has refused to turnover the records
of the Registrant to management. As a result, the Company has filed its Original
Petition and Request for Mandamus Relief, cause no. 2000-06970, in the 113th
Judicial District Court, Harris County, Texas. The registrant has perfected
service on L. Mychal Jefferson II by attaching service on his door pursuant to
Texas Civis Rule 106. The registrant is relying on the Court system to secure
the books and records from former management.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Documents Filed with this Report.
(1) Balance Sheet-for the Period Ended September, 30, 1999 . . . 6
Income Statement for the Period Ended September 30, 1999. . . 7
All schedules have been omitted since the information required to be
submitted has been included in the financial statements or notes or has been
omitted as not applicable or not required.
(2) Exhibits--
The exhibits indicated by an asterisk (*) are incorporated by
reference.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------
3(a)* Articles of Incorporation of Texoil, Inc. filed on May 8, 1981
with the Secretary of State of Nevada, described in the
Registration Statement on Form S-2 of the Registrant effective
October 13, 1981. Commission File No. 2-73389.
3(b)* Certificate of Amendment to Articles of Incorporation of
Texoil, Inc. filed on October 10, 1989 with the Secretary of
State of Nevada, described in Form 10-KSB for the year ended
December 31, 1997, filed March 6, 1998. Commission File No.
2-73389.
3(c)* Bylaws, as Amended January 20, 1998, described in Form 10-KSB
for the year ended December 31, 1997, filed March 6, 1998.
Commission File No. 2-73389.
10(a)* Agreement and Plan of Reorganization dated December 15, 1997
by and between UNICORP, Inc., The Laissez-Faire Group, Inc.,
and L. Mychal Jefferson II with respect to the exchange of all
of the shares owned by L. Mychal Jefferson II in The
Laissez-Faire Group, Inc. for an amount of shares of UNICORP,
Inc. equal to 94 percent of the issued and outstanding shares
of its capital stock, described in Exhibit "1" to Form 8-K for
the Registrant dated February 13, 1998 and filed February 18,
1998. Commission File No. 2-73389.
10(b)* Agreement of Purchase and Sale of Assets effective as of
January 1, 1998 by and between UNICORP, Inc. and Equitable
Assets Incorporated with respect to purchase of 58,285.71 tons
Of Zeolite for shares UNICORP, Inc., described in Exhibit "1"
to Form 8-K for the Registrant dated April 9, 1998 and filed
April 10, 1998. Commission File No. 2- 73389.
10(c)* Option to Acquire the Outstanding Stock of Whitsitt Oil
Company, Inc. effective as of January 1, 1998 by and between
UNICORP, Inc. and AZ Capital, Inc., described in Exhibit "2"
To Form 8-K for the Registrant dated April 9, 1998 and filed
April 10, 1998. Commission File No. 2-73389.
3
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11 Computation of Per Share Earnings.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
(1) *Current Report on Form 8-K for the Company dated March 1, 1999 and
filed March 25, 1999, Commission File No. 2-73389, reporting the acquisition of
Auto Axzpt.Com, Inc. ( a non existing company).
(2) *Current Report on Form 8-K for the registrant filed on April 14,
2000.
(c) Financial Statement Schedules.
No schedules are required as all information required will be
presented in the audited financial statements. The registrant plans to amend
this Form when the financial statements are audited.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNICORP, INC.
By /s/ Louis Mehr
---------------------------------
Louis Mehr, President
April 18, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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DATE SIGNATURE TITLE
- -------------- --------------- -------------------
April 18, 2000 /s/ Louis Mehr President, Director
---------------
Louis Mehr
April 18, 2000 /s/ John Marrou Secretary,Director
---------------
John Marrou
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UNICORP, INC.
BALANCE SHEET
September 30,1999
(UNAUDITED)
September 30,1999
-----------------
ASSETS
Other Assets
Mineral Interest 10,200,000.00
Investment-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
Accounts Payable 42,178.00
Dividends Payable 780,583.33
Note Payable-EAI 200,000.00
-----------------
Total Other Current Liabilities 1,022,761.33
-----------------
TOTAL LIABILITIES 1,022,761.33
=================
EQUITY
PREFERRED STOCK-SERIES A 5,800,000.00
COMMON STOCK 168,086.59
COMMON STOCK-CLASS A 4,200.00
ADDITIONAL PAID IN CAPITAL 7,579,626.41
RETAINED EARNINGS -3,745,136.33
NET INCOME -219,678.00
TOTAL EQUITY 9,587,098.67
-----------------
TOTAL LIABILITIES & EQUITY 10,609,860.00
=================
6
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UNICORP, INC.
Profit and Loss
September 30, 1999
(Unaudited)
September 30,1999
-----------------
Net Income .00
=================
7
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