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, 1999
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. F/K/A AUTO AXZPT.COM, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 75-1764386
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.).
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. [ x ]
THE ISSUER HAD NO REVENUES 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, 1999 WAS: $32,750.00
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY, AS OF December 31, 1999, WAS: 3,950,000
Common*, 420,000 Class A Common
DOCUMENTS INCORPORATED BY REFERENCE:NINE (9).
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TABLE OF CONTENTS
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PART 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 1. Description of Business . . . . . . . . . . . . . . . 4
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Organization . . . . . . . . . . . . . . . . . . . . . . . . . 5
Material Purchase . . . . . . . . . . . . . . . . . . 5
Products and Services . . . . . . . . . . . . . . . . 5
Publicity . . . . . . . . . . . . . . . . . . . . . . 6
Competition . . . . . . . . . . . . . . . . . . . . . 6
Distribution. . . . . . . . . . . . . . . . . . . . . 6
Principle Supplier. . . . . . . . . . . . . . . . . . 6
Major Customer. . . . . . . . . . . . . . . . . . . . 6
Government Regulations. . . . . . . . . . . . . . . . 7
Compliance Cost . . . . . . . . . . . . . . . . . . . 7
Employees . . . . . . . . . . . . . . . . . . . . . . 7
Executive Officers of the Registrant. . . . . . . . . 7
Item 2. Description of Property . . . . . . . . . . . . . . . 8
Location of Property. . . . . . . . . . . . . . . . . 8
Description of Mineral Located In Property. . . . . . 8
Uses. . . . . . . . . . . . . . . . . . . . . . . . . 8
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 9
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 5. Market for the Registrant's Common
Equity and Related Stockholder Matters. . . . . . . . . . . . . . . 9 & 10
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . 10
Forward Looking Statements . . . . . . . . . . . . . . . . . . . 10
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Pending Acquisitions . . . . . . . . . . . . . . . . . . . . . . 11
Liquidity. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Results of Operations. . . . . . . . . . . . . . . . . . . . . . 11
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. . . . . . . . . . . . . . . . 13
Compensation of Officers. . . . . . . . . . . . . . . 13
Compensation of Directors . . . . . . . . . . . . . . 13
Item 11. Security Ownership of Certain
Beneficial Owners and.. . . . . . . . . . . . . . . . 13
Management. . . . . . . . . . . . . . . . . . . . . . 14
Item 12. Certain Relationships and Related Transactions. . . . 15
Item 13. Exhibits and Reports on Form 8-K. . . . . . . . . . . 15 & 16
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This annual 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.
SPECIAL NOTE REGARDING CERTAIN SUBSEQUANT EVENTS AFTER THE DATE OF THIS REPORT.
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 1999. 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 is confident that
the Court will grant the relief soughtin the petition. The Registrant has
entered into a letter of engagement with Turner Stone & Company to audit the
Registrant's financial statements. The Registrant's current auditor, Alvin Dahl
& Company, merged with Turner Stone & Company. The financial statements have
been compiled with the information that is on file with the Commission. This
Form will be amended upon the completion of the audit.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
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 on March 1, 1998.
<PAGE>
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.
On March 1, 1998, the Board of Directors of the Registrant voted to
effectuate an additional reverse split of the outstanding shares of the Common
of the registrant, so that thereafter, for every 5 shares of the Common Stock of
the Registrant held by a stockholder of the registant, such stockholder shall
now hold one share of the Common Stock of the registrant.
MATERIAL PURCHASE. The registrant entered into an Agreement and Plan of
Reorganization dated March 1, 1998 to purchase Auto Axzpt.Com, Inc., a Texas
company. Auto Axzpt.Com, Inc. is a developmental stage software company writing
programs for automobile financing on the internet. Auto Axzpt.Com, Inc. is not a
Texas corporation nor a Nevada corporation. Management is treating the Auto
Axzpt.Com, Inc. purchase as a nullity.
PRODUCTS AND SERVICES. The registrant is now in the business of Zeolite.
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 name plate 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.
<PAGE>
PUBLICITY. The Registrant has not had any news releases or advertisement
regarding any of the Registrant's property with the exception of the purchase of
Auto Axzpt.Com, Inc.
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.
<PAGE>
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, 1999.
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 2000, 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
-------------- ------
R. Noel Rodriquez (46) President
R. Noel Rodriquez (29) Chief Executive Officer
Michael D. Bernick (48) Chief Financial Officer
Scott H. Swain (30) Vice President
R. Noel Rodriquez has served as President and Chief Executive Officer of the
Registrant since November 24th, 1999 when L. Mychal Jefferson the former
President and Chief Executive resigned. Mr. Rodriquez was elected Chief
Executive Officer on March 1, 1999. Mr. Rodriquez has been the President and
Chief Executive Officer of HC Acceptance Co., a Texas company, since March of
1997 and was the Vice President, Board Member and Insurance Claims Coordinator
for AutoBond, Inc. from July 1992 until March 1999.
Officer of the Registrant since March 1, 1999. Mr. Bernick has been employed by
AutoFund, Inc., as the Chief Executive Officer and founder Michael D.
Bernick, CMA, has served as the Chief Financial since 1997 until present.
AutoFund, Inc. is a small sub-prime automobile finance company. The company
originates contracts with dealers in six states and sells them to nationally
known flow buyers. At Reliance Acceptance Corporation he was Senior Vice
President and CFO, 1994-1997, he reported to the President and CEO of one of the
largest sub-prime finance companies in the country. In less than five years the
company grew from a start-up operation to a 53 branch office network, purchasing
over 3000 loans per month and servicing as many as 60,000 accounts. Total
financing of $.5 billion was needed and put in place through a combination of
senior debt, subordinated debt, commercial paper, an asset backed securitization
and equity.
Mr.Scott H. Swain has been the Vice President of the Registrant since March 1,
1999. For the last five years he has been employed by Seasoft Computer
Consultanting in Austin, Texas.
<PAGE>
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 was awarded a judgment on
May 25, 1999 in the amount of $222,676.18, Attorney fees, and Court cost by
the Court.
SUBSEQUANT COURT PROCEEDING. The Registrant has filed its Original
Petition and Request for Mandamus Relief against L. Mychal Jefferson, the
former President of the Registrant, cause no. 2000-0679, in the 113th
Judicial District Court, Harris County, Texas on February 10, 2000 to
secure the books and records of the Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE.
<PAGE>
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. On March 1, 1999, 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 5 shares of
the Common Stock of the Registant held by a stockholder of the Registrant shall
now hold one share of the Common Stock of the Registrant. 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, 1998 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 Regulation S 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.
<PAGE>
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<CAPTION>
COMMON STOCK
BID PRICE
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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
CALENDAR YEAR 1999
First Quarter $1.250 $4.250
Second Quarter $1.250 $4.500
Third Quarter $0.125 $2.250
Fourth Quarter $0.250 $0.125
</TABLE>
As of December 31, 1999 the high and low bids with respect to the price of
the Common Stock were $0.125 $0.625, 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, 1999. 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.
<PAGE>
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. Management is seeking acquition
opportunities in the new economy sector. 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.
None.
LIQUIDITY AND CAPITAL RESOURCES. Certain future 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 on March 1, 1998. It is the intention of the Registrant to
distribute those shares to the shareholders of the Registrant at a later date.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>
UNICORP, INC.
Balance Sheet - Unaudited
As of December 31,1999
Dec 31, *99
-----------
<S> <C>
ASSETS
Other Assets
MINERAL INTEREST 10,200,000.00
INVEST. - AZ CAPITAL, INC. 409,000.00
Total Other Assets 10,609,860.00
TOTAL ASSETS 10,609,860.00
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
2050 - ACCOUNTS PAYABLE 57,178.00
2060 - DIVIDENDS PAYABLE 903,833.33
Total Other Current Liabilities 961,011.33
Total Current Liabilities 961,011.33
Long Term Liabilities
2601 - NOTE PAYABLE - E.A.I. 200,000.00
Total Long Term Liabilities 200,000.00
Total Liabilities 1,161,011.33
Equity
3000 - PREFERRED STOCK - SERIES A 5,800,000.00
3050 - COMMON STOCK 168,086.59
3060 - COMMON STOCK - CLASS A 4,200.00
3101 - ADDITIONAL PAIDIN CAPITAL 7,579,626.41
3500 - RETAINED EARNINGS -3,868,386.33
Net Income - 234,678.00
Total Equity 9,448,848.67
TOTAL LIABILITIES & EQUITY 10,609,860.00
</TABLE>
Page I
<PAGE>
<TABLE>
<CAPTION>
UNICORP, INC.
Profit and Loss - Unaudited
January through December 1999
Jan - Dec '99
<S> <C>
Ordinary Income/Expense
Expense
6145 - COURT COSTS EXPENSE 277.00
6270 - PROFESSIONAL FEES 219,401.00
6320 - STOCK TRANSFER EXPENSE 15,000.00
Total Expense 234,678.00
Net Ordinary Income -234,678.00
-----------------------
Net Income -234,678.00
=======================
</TABLE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE. Not applicable.
<PAGE>
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 is R Noel
Rodriquez.
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
R. Noel Rodriquez 46 Chairman of the Board March 1999
Michael D. Bernick 48 Director March 1999
Scott H. Swain 30 Director March 1999
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.
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 the registrant reported that, L. Mychal Jefferson II will
receive an annual salary of $36,000. Until the books and records or secured from
L. Mychal Jefferson by Court action, Management does not have the current
information to determine if any salary was paid to L. Mychal Jefferson or not.
Current management has received no salaries from the registrant.
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.
<PAGE>
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF SHARES
John N. Avilez* 420,000 Class A Common 100%
L. Mychal Jefferson II 188,000 Common* 05%
R Noel Rodriguez 2,372,718 Common* 60%
Michael Bernick 175,000 Common* 04%
Scott Swain 175,000 Common* 04%
Harry Bushong 500,000 Common* 13%
Capital Asset Management, Inc. 200,000 Common* 05%
Rob Baifield 175,000 Common* 05%
All directors and officers
As a group (1) person. 2,722,718 Common* 69%
*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. Equitable Assets Incorporated votes the shares of the Registrant.
*The Auto Axzpt.Com, Inc. transaction dated March 1, 1999 has subsequantly
been determined a nullity. The common shares issued for that transaction has
been reversed. In connection with the transaction, there may have been fraud
involved. Management is investigating various aspects regarding the event to
determine the extent that certain individuals may have defrauded the registrant.
It is believed by the registrant that some of the beneficial owners have
not met the filing requirements of 13D or Form 3.
(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, 1999. 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, 1999 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.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Documents Filed with this Report.
(1) See Exhibits of Form 8-K at b (1).
(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.
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 Arpil 7, 1999 regarding changes in control of
the Registrant and the Agreement and Plan of Reorganization between
the Registrant and Auto Axzpt.Com, Inc.
(4) Form 8-K Report filed on April 14, 2000 regarding changes of control
in the Registrant and other matters.
<PAGE>
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 23, 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.
<PAGE>
