UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549




                                   FORM 10-KSB

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934

                   For the fiscal year ended DECEMBER 31, 2001

                        Commission File Number:  0-33107


                               MED-X SYSTEMS, INC.



              TEXAS                                    76-0238783
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                                C/O Louis G. Mehr
                                1907 Tarpley Ct.
                                Katy, Texas 77493
                            Telephone: (281) 347-1221


Securities  registered  under Section 12(g) of the Act:     Common Stock,
                                                            no par value.

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 registrant was required to file such reports), and (2) has been
subject  to  such filing requirements for the past 90 days.   [X] Yes    [ ] No

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  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. [ ]

State  issuer's  revenues  for  its  most  recent  fiscal  year.          $  0
                                                                          ------

The  aggregate market value of the voting common stock held by non-affiliates on
March  15,  2002,  based upon average bid and asked price of the common stock as
reported by the National Quotation Bureau, Inc. for such date, was approximately
$  N/A.

The  number  of shares outstanding of each of issuer's classes of common equity,
as  of  March  15,  2002  is 596,469 shares of no par value voting common stock.


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                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

Overview

Med-X  Systems,  Inc. is one of four  wholly owned subsidiaries of Unicorp, Inc.
("Unicorp"), a Nevada Corporation subject to the periodic reporting requirements
of  the  Securities  Exchange Act of 1934.  We were incorporated in the State of
Texas  on  December  21,  1987  to  engage in the business of the management and
processing  of  insurance  claims for the medical profession.   Unicorp acquired
100%  of  our  outstanding  capital  stock  on  July 31, 1988.  We ceased active
business operations  and liquidated our operating assets in 1989 and we have not
conducted  material  business  operations  since  that  time.  Since  1992  our
activities  have consisted primarily of maintaining our corporate status through
filing  franchise  tax returns and paying franchise taxes.  We currently have no
assets.  We  have  no  full-time  employees  and  own  no  real  estate.

Unicorp,  Inc. is a "blank check" or "shell" company whose current business plan
is  to  seek,  investigate, and, if warranted, acquire one or more properties or
businesses,  and  to  pursue  other  related  activities  intended  to  enhance
shareholder  value. In order to facilitate a potential merger for Unicorp and to
try  to  create multiple acquisition opportunities for its shareholders, in 2001
Unicorp  undertook  distributing  all  of the shares it owns in its wholly owned
subsidiaries, Texas-Nevada Oil & Gas Co. ("Texas-Nevada"); Marcap International,
Inc.  (formerly  Martex  Trading  Co.,  Inc.)  ("Marcap");  Med-X  Systems, Inc.
("Med-X");  The  Laissez-Faire  Group, Inc. ("Laissez-Faire")and all of our 8.7%
interest  in  AZ  Capital,  Inc.  ("AZ  Capital")  in a pro rata distribution to
Unicorp  shareholders  (the  "Spin-offs").  Each of these companies was a "blank
check"  or "shell" company without an identified acquisition candidate or active
business.

Pursuant  to  that plan, on August 17, 2001 we voluntarily filed a Form 10-SB to
register  the  distribution  of  our  shares  to  the  Unicorp  shareholders  in
compliance with Corporate Finance Staff Legal Bulletin No. 4 dated September 16,
1997  issued  by the Division of Corporate Finance of the SEC ("Bulletin No. 4")
regarding  spin-offs.  The  filing  incorporated  an  information  statement for
distribution  to  the  Unicorp shareholders providing information concerning the
spin-off.  Because  at the time of filing we had no active business nor business
plan  other  than  to  seek, investigate, and, if warranted, acquire one or more
properties  or  businesses,  and  to pursue other related activities intended to
enhance  shareholder value, we were a "blank check" or "shell" company.  The SEC
staff  has  taken  the  position that a "blank check" company is not entitled to
rely upon Bulletin No. 4 for registering spin-offs on Form 10-SB.  That position
would require that our Spin-off be registered on Form SB-2. Although we disagree
with  the  SEC  staff  position,  we  intend to conduct the Spin-off in a manner
acceptable  to the SEC staff.  As a result of filing the registration statement,
we  are  obligated  to  file  with  the  Commission certain interim and periodic
reports  including  an  annual  report  containing audited financial statements.

Plan of Operation

At the end of our fiscal year ending December 31, 2001, we identified a business
opportunity  that we plan to pursue with an unrelated private company ("Target")
and  we  intend  to negotiate a preliminary agreement concerning an acquisition.


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As of March 15, 2002, we have not as yet entered into a preliminary agreement or
definitive  Plan  and  Agreement  of Merger ("Merger Agreement") and there is no
assurance  that we will be able to enter into a Merger Agreement or consummate a
merger  pursuant  to  a  Merger  Agreement.

We  believe that upon identification of a specific acquisition target we will no
longer  be a "blank check" company.  Our plan is to maintain the currency of our
Exchange  Act  reporting  obligations,  enter  into  a preliminary agreement and
thereafter  a  definitive  Merger  agreement  and  to  amend  our  Form 10-SB to
incorporate  information  about  the  Targets in compliance with Bulletin No. 4.

Our  management  believes  that  the  merger will enable Med-X's stockholders to
realize  an  increase in the value of their original investment in Unicorp, Inc.
due  to  the  Target's ongoing business activities. Over the last several years,
there  has  been  very little business activity in Unicorp, Inc. and no business
activity  with  respect  to  Med-X,  despite  attempts  to  generate significant
opportunities  for  both  companies.  The  management  of both Unicorp and Med-X
concluded  that  a  merger  with  a  private operating company provided the best
prospect  to  establish  value  for  their  stockholders.

Unicorp's  distribution  of  our  shares  to its stockholders should provide the
basis  for  the  creation  of  a  public  market  for  the  common  stock of the
post-merger  combined  company. We believe the existence of such a public market
will  facilitate  the  raising  of  expansion  funds  for the Target. We give no
assurance  that  such  will  occur.

BUSINESS

GENERAL

Med-X  is  a  developmental  company  with  no  significant  assets.  Our  only
activities  over  the past five years have been organizational ones, directed at
maintaining our corporate existence and developing our business plan.  Med-X has
not  conducted  any  commercial  operations  since 1991 and have had no revenues
since  1991.  We  have  no  full-time  employees  and  own  no  real  estate.

We  elected  to file a Form 10-SB registration statement on a voluntary basis in
order  to  become a reporting company under the Securities Exchange Act of 1934.
We  were  a  "blind  pool"  or "blank check" company, whose business plan was to
seek,  investigate,  and,  if  warranted,  acquire  one  or  more  properties or
businesses,  and  to  pursue  other  related  activities  intended  to  enhance
stockholder  value.  The  acquisition  of  a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business  entity, such as a corporation, joint venture, or partnership.  We have
very  limited capital, and it is unlikely that we will be able to take advantage
of  more  than  one  such business opportunity.  We intend to seek opportunities
demonstrating  the  potential  of  long-term  growth  as  opposed  to short-term
earnings.


<PAGE>
At  the  present  time  we  have  not  reached  any  agreement  or  definitive
understanding with any person concerning an acquisition. Our officers, directors
and  non-management  principal stockholders named herein, have numerous contacts
within  the  field  of corporate finance. As a result, they have had preliminary
contacts  with  representatives  of  numerous  companies  concerning the general
possibility of a merger or acquisition with a blind pool or blank check company.
However,  none  of  these  preliminary  contacts  or  discussions  involved  the
possibility  of  a  merger  or  acquisition  transaction  with  us.

It  is  anticipated  that  our  sole  director  and officers, and non-management
stockholders  and  advisors  named  herein will contact broker-dealers and other
persons  with  whom  they  are  acquainted who are involved in corporate finance
matters to advise them of the our existence and to determine if any companies or
businesses  they  represent  have  a general interest in considering a merger or
acquisition  with  a  blind  pool  or  blank  check entity. We have identified a
business  opportunity  that  we plan to pursue with an unrelated private company
("Target")  and  we  intend  to  negotiate a preliminary agreement concerning an
acquisition.  However,  no  assurance can be given that we will be successful in
finding  or  acquiring a desirable business opportunity, given the limited funds
that are expected to be available for acquisitions, or that any acquisition that
occurs  will  be  on  terms  that  are  favorable  to  us  or  our stockholders.

Our search will be directed toward small and medium-sized enterprises which have
a  desire  to  become  public  corporations  and  which  are able to satisfy, or
anticipate  in  the  reasonably  near  future being able to satisfy, the minimum
asset  requirements  in  order  to qualify shares for trading on NASDAQ or on an
exchange  such as the American Stock Exchange. (See "Investigation and Selection
of  Business  Opportunities").  We  anticipates  that the business opportunities
presented  to  us will (i) either be in the process of formation, or be recently
organized with limited operating history, or a history of losses attributable to
under-capitalization  or  other  factors;  (ii)  be  experiencing  financial  or
operating  difficulties;  (iii)  be in need of funds to develop a new product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in  (i)  through  (iv).  We  intend  to  concentrate  our acquisition efforts on
properties  or  businesses  that we believe to be undervalued or that we believe
may  realize  a  substantial benefit from being publicly owned.  Given the above
factors,  stockholders  should  expect  that  any acquisition candidate may have
little  or  no  operating  history, or a history of losses or low profitability.

We  do  not  propose  to restrict our search for investment opportunities to any
particular  geographical  area  or  industry,  and  may,  therefore,  engage  in
essentially any business, to the extent of our limited resources.  This includes
industries  such  as  service,  finance,  natural resources, manufacturing, high
technology,  product  development,  medical,  communications  and  others.  Our
discretion  in  the selection of business opportunities is unrestricted, subject
to  the  availability  of  such  opportunities,  economic  conditions, and other
factors.

As  a consequence of the registration of our securities, any entity which has an
interest  in  being acquired by, or merging into us, is expected to be an entity
that  desires  to  become a public company and establish a public trading market
for  its  securities.  In  connection  with  such a merger or acquisition, it is
highly  likely  that  an  amount  of  stock constituting control of the Spin-off
Company  would either be issued by us or be purchased from our current principal
stockholders  by  the acquiring entity or its affiliates.  If stock is purchased
from  the  current  stockholders, the transaction is very likely to be a private
transaction  rather than a public distribution of securities, but is also likely
to  result  in  substantial  gains to the current stockholders relative to their
purchase  price  for  such  stock.  In  our  judgment,  none of our officers and
directors  would  thereby  become an "underwriter" within the meaning of Section
2(11) of the Securities Act of 1933, as amended, as long as the transaction is a
private  transaction  rather than a public distribution of securities.  The sale
of  a  controlling interest by certain of our principal stockholders could occur
at  a  time  when  our  other stockholders remain subject to restrictions on the
transfer  of  their  shares.

Depending  upon  the  nature  of  the transaction, our current sole director and
officers  may  resign  his  management  positions in connection with a change in
control  of  Med-X  or  its  acquisition of a business opportunity (See "Form of
Acquisition"  below,  and  "Risk  Factors  - The Company - Lack of Continuity in
Management").  In  the event of such a resignation, our current management would
not  have  any  control over the conduct of our business following the change in
control  or  our  combination  with  a  business  opportunity.

It  is  anticipated  that business opportunities will come to our attention from
various  sources,  including  our  sole  director  and  officers,  our  other
stockholders,  professional  advisors  such  as  attorneys  and  accountants,
securities  broker-dealers,  venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals.  We have no plans,
understandings,  agreements,  or commitments with any individual for such person
to  act  as  a  finder  of  opportunities  for  us.

We  do  not foresee that we would enter into a merger or acquisition transaction
with any business with which our officers or directors are currently affiliated.
Should  we determine in the future, contrary to the foregoing expectations, that
a  transaction  with  an  affiliate would be in the best interests of us and our
stockholders,  we  are  in  general  permitted by Texas law to enter into such a
transaction  if:

     (1)     The  material  facts  as  to  the  relationship  or interest of the
affiliate  and  as  to the contract or transaction are disclosed or are known to
the  Board  of  Directors,  and  the Board in good faith authorizes, approves or
ratifies  the  contract  or transaction by the affirmative vote of a majority of
the  disinterested directors, even though the disinterested directors constitute
less  than  a  quorum;  or


<PAGE>
     (2)     The  material  facts  as  to  the  relationship  or interest of the
affiliate  and  as  to the contract or transaction are disclosed or are known to
the  stockholders  entitled  to vote thereon, and the contract or transaction is
specifically  authorized,  approved  or  ratified  in  good faith by vote of the
stockholders;  or

     (3)     The  contract  or  transaction  is fair as to the company as of the
time  it  is  authorized, approved or ratified, by the Board of Directors or the
stockholders.

INVESTIGATION  AND  SELECTION  OF  BUSINESS  OPPORTUNITIES

To  a large extent, a decision to participate in a specific business opportunity
may  be  made  upon  management's analysis of the quality of the other company's
management  and  personnel,  the  anticipated  acceptability  of new products or
marketing  concepts,  the  merit of technological changes, the perceived benefit
the  business  opportunity will derive from becoming a publicly held entity, and
numerous  other  factors  which  are  difficult,  if  not impossible, to analyze
through  the  application  of  any objective criteria.  In many instances, it is
anticipated  that  the  historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change  product  emphasis,  change  or substantially augment management, or make
other  changes.  We  will be dependent upon the owners of a business opportunity
to  identify any such problems which may exist and to implement, or be primarily
responsible  for  the  implementation  of,  required  changes.  Because  we  may
participate  in  a  business  opportunity  with a newly organized firm or with a
firm  which  is  entering  a  new  phase of growth, we will incur further risks,
because  management  in  many  instances  will  not have proven its abilities or
effectiveness,  the eventual market for the products or services of the business
opportunity will likely not be established, and the business opportunity may not
be  profitable  when  acquired.

It is anticipated that Med-X will not be able to diversify, but will essentially
be  limited  to one such venture because of our limited financing.  This lack of
diversification  will not permit us to offset potential losses from one business
opportunity  against  profits  from  another.

It  is  emphasized  that  our  management  may  effect  transactions  having  a
potentially  adverse  impact upon our stockholders pursuant to the authority and
discretion  of  our  management  to complete acquisitions without submitting any
proposal  to  the  stockholders  for  their  consideration.  Holders  of the our
securities  should  not  anticipate  that  the  we necessarily will furnish such
holders,  prior  to any merger or acquisition, with financial statements, or any
other  documentation,  concerning  a  target  company  or its business.  In some
instances,  however, the proposed participation in a business opportunity may be
submitted  to  the  stockholders  for their consideration, either voluntarily by
such directors to seek the stockholders' advice and consent or because state law
so  requires.

The  analysis  of  business  opportunities  will  be  undertaken by or under the
supervision  of  our  officers  and sole director, none of whom are professional
business analysts (See "Management").  Although there are no current plans to do
so,  we  might  hire  an  outside  consultant to assist in the investigation and
selection  of  business  opportunities, and might pay a finder's fee.  Since our
management  has  no  current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have  been  adopted regarding use of  such consultants or advisors, the criteria
to  be  used  in  selecting  such  consultants  or  advisors, the services to be
provided, the term of service, or regarding the total amount of fees that may be
paid.  However, because of our limited resources, it is likely that any such fee
we  agree  to  pay  would  be  paid  in  stock  and  not in cash.  Otherwise, we
anticipates  that  we  will consider, among other things, the following factors:

     (1)     Potential  for  growth  and  profitability,  indicated  by  new
technology,  anticipated  market  expansion,  or  new  products;

     (2)     Our  perception  of how any particular business opportunity will be
received  by  the  investment  community  and  by  our  stockholders;

     (3)     Whether,  following  the  business  combination,  the  financial
condition  of  the  business  opportunity  would be, or would have a significant
prospect  in  the  foreseeable  future  of  becoming  sufficient  to  enable the
securities of the Company to qualify for listing on an exchange or on a national
automated  securities  quotation  system,  such  as  NASDAQ, so as to permit the
trading  of  such  securities  to be exempt from the requirements of Rule 15c2-6
adopted  by  the  Securities  and  Exchange  Commission (See "Risk Factors - The
Company  -  Regulation  of  Penny  Stocks").

     (4)     Capital requirements and anticipated availability of required funds
to  be  provided  by  us  or  from  operations,  through  the sale of additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

     (5)     The extent to which  the  business  opportunity  can  be  advanced;

     (6)     Competitive position as compared to other companies of similar size
and  experience  within the industry segment as well as within the industry as a
whole;

     (7)     Strength  and  diversity  of  existing  management,  or  management
prospects  that  are  scheduled  for  recruitment;


<PAGE>
     (8)     The cost of our participation as compared to the perceived tangible
and  intangible  values  and  potential;  and

     (9)     The  accessibility of required management expertise, personnel, raw
materials,  services,  professional  assistance,  and  other  required  items.

In  regard  to  the  possibility  that  our  shares would qualify for listing on
NASDAQ,  the  current  standards  for  initial  listing  include,  among  other
requirements,  that we (i) have net tangible assets of at least $4,000,000, or a
market capitalization of $50,000,000, or net income of not less than $750,000 in
its  latest  fiscal  year  or in two of the last three fiscal years; (ii) have a
public  float  (i.e.  shares  that  are not held by any officer, director or 10%
stockholder)  of at least 1,000,000 shares; (iii) have a minimum bid price of at
least  $4.00;  (iv)  have at least 300 round lot stockholders (i.e. stockholders
who own not less than 100 shares); and (v) have an operating history of at least
one  year or a market capitalization of at least $50,000,000.  Many, and perhaps
most,  of  the  business  opportunities that might be potential candidates for a
combination  with  the  Company  would  not satisfy the NASDAQ listing criteria.

No  one of the factors described above will be controlling in the selection of a
business  opportunity,  and  management  will  attempt  to  analyze  all factors
appropriate  to  each opportunity and make a determination based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may  occur  in many different industries and at various stages of
development,  all  of  which will make the task of comparative investigation and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Because  of  our  limited  capital  available for investigation and management's
limited  experience  in  business  analysis,  we  may not discover or adequately
evaluate  adverse  facts  about  the  opportunity  to  be  acquired.

We  are unable to predict when we may participate in a business opportunity.  We
expect,  however, that the analysis of specific proposals and the selection of a
business  opportunity  may  take  several  months  or  more.

Prior  to  making  a  decision to participate in a business opportunity, we will
generally  request  that  we  be  provided  with written materials regarding the
business  opportunity  containing  such  items  as  a  description  of products,
services  and  company  history;  management  resumes;  financial  information;
available  projections,  with  related assumptions upon which they are based; an
explanation  of proprietary products and services; evidence of existing patents,
trademarks,  or services marks, or rights thereto; present and proposed forms of
compensation  to  management; a description of transactions between such company
and  its  affiliates  during  relevant  periods;  a  description  of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;  audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,  together  with  reasonable  assurances  that  audited  financial
statements  would  be able to be produced within a reasonable period of time not
to  exceed  60  days  following  completion  of  a merger transaction; and other
information  deemed  relevant.

As  part of our investigation, our executive officers and sole director may meet
personally  with  management  and  key personnel, may visit and inspect material
facilities,  obtain  independent analysis or verification of certain information
provided,  check  references  of  management  and  key personnel, and take other
reasonable  investigative  measures,  to  the  extent  of  our limited financial
resources  and  management  expertise.

It  is possible that the range of business opportunities that might be available
for  consideration  by  us  could  be  limited  by  the impact of Securities and
Exchange  Commission  regulations regarding purchase and sale of "penny stocks."
The regulations would affect, and possibly impair, any market that might develop
in our securities until such time as they qualify for listing on NASDAQ or on an
exchange  which  would  make them exempt from applicability of the "penny stock"
regulations.  See  "Risk  Factors  -  Regulation  of  Penny  Stocks."

We  believe  that  various  types  of potential merger or acquisition candidates
might  find  a  business  combination  with  us to be attractive.  These include
acquisition  candidates  desiring  to create a public market for their shares in
order  to  enhance  liquidity  for  current stockholders, acquisition candidates
which  have  long-term  plans  for  raising  capital  through the public sale of
securities  and believe that the possible prior existence of a public market for
their  securities  would be beneficial, and acquisition candidates which plan to
acquire  additional  assets through issuance of securities rather than for cash,
and  believe  that  the  possibility of development of a public market for their
securities  will be of assistance in that process.  Acquisition candidates which
have  a  need  for an immediate cash infusion are not likely to find a potential
business  combination  with  us  to  be  an  attractive  alternative.

FORM  OF  ACQUISITION

It is impossible to predict the manner in which we may participate in a business
opportunity.  Specific  business  opportunities  will be reviewed as well as the
respective  needs and desires of Med-X and the promoters of the opportunity and,
upon  the  basis  of that review and our relative negotiating strength with such
promoters,  the  legal  structure  or method deemed by management to be suitable
will  be  selected.  Such  structure  may include, but is not limited to leases,
purchase  and  sale  agreements,  licenses, joint ventures and other contractual
arrangements.  We  may  act  directly  or  indirectly  through  an interest in a
partnership,  corporation  or  other  form  of  organization.  Implementing such
structure  may  require  our  merger, consolidation or reorganization with other
corporations  or  forms  of  business  organization.  In  addition,  our present
management  and  stockholders  most  likely  will  not  have


<PAGE>
control  of a majority of our voting shares following a merger or reorganization
transaction.  As  part  of  such a transaction, our existing director may resign
and  new  directors  may  be  appointed  without  any  vote  by  stockholders.

It  is  likely  that we will acquire our participation in a business opportunity
through  the  issuance  of  our  common stock or other securities.  Although the
terms  of  any  such transaction cannot be predicted, it should be noted that in
certain circumstances the criteria for determining whether or not an acquisition
is  a  so-called  "tax  free"  reorganization under the Internal Revenue Code of
1986, depends upon the issuance to the stockholders of the acquired company of a
controlling  interest  (i.e.  80%  or  more) of the common stock of the combined
entities  immediately  following  the  reorganization.  If  a  transaction  were
structured  to  take  advantage of these provisions rather than other "tax free"
provisions  provided  under  the Internal Revenue Code, our current stockholders
would  retain  in  the aggregate 20% or less of the total issued and outstanding
shares.  This  could  result in substantial additional dilution in the equity of
those who were our stockholders prior to such reorganization.  Any such issuance
of  additional  shares might also be done simultaneously with a sale or transfer
of  our  shares  representing  a  controlling  interest by the current officers,
directors and principal stockholders. (See "Description of Business - General").

It  is anticipated that any new securities issued in any reorganization would be
issued  in  reliance  upon  exemptions,  if any are available, from registration
under  applicable  federal  and  state  securities laws.  In some circumstances,
however,  as  a  negotiated element of the transaction, we may agree to register
such  securities  either  at  the  time the transaction is consummated, or under
certain  conditions  at specified times thereafter.  The issuance of substantial
additional  securities  and  their  potential  sale into any trading market that
might  develop  in our securities may have a depressive effect upon such market.

We  will  participate  in  a business opportunity only after the negotiation and
execution  of  a written agreement.  Although the terms of such agreement cannot
be predicted, generally such an agreement would require specific representations
and warranties by all of the parties thereto, specify certain events of default,
detail  the  terms of closing and the conditions which must be satisfied by each
of  the  parties  thereto  prior  to such closing, outline the manner of bearing
costs  if  the  transaction  is not closed, set forth remedies upon default, and
include  miscellaneous  other  terms.

As  a  general  matter, we anticipate that we, and/or our principal stockholders
will  enter into a letter of intent with the management, principals or owners of
a prospective business opportunity prior to signing a binding agreement.  Such a
letter  of  intent will set forth the terms of the proposed acquisition but will
not  bind  any  of  the  parties  to consummate the transaction.  Execution of a
letter  of  intent will by no means indicate that consummation of an acquisition
is  probable.  Neither  we  nor any of the other parties to the letter of intent
will  be  bound  to  consummate  the  acquisition  unless and until a definitive
agreement  concerning the acquisition as described in the preceding paragraph is
executed.  Even  after  a  definitive agreement is executed, it is possible that
the  acquisition would not be consummated should any party elect to exercise any
right  provided  in  the  agreement  to  terminate  it  on  specified  grounds.

It  is anticipated that the investigation of specific business opportunities and
the  negotiation,  drafting  and  execution  of  relevant agreements, disclosure
documents  and  other  instruments  will require substantial management time and
attention  and  substantial  costs  for accountants, attorneys and others.  If a
decision  is  made  not  to  participate in a specific business opportunity, the
costs  theretofore  incurred  in  the  related  investigation  would  not  be
recoverable.  Moreover,  because  many  providers  of goods and services require
compensation  at the time or soon after the goods and services are provided, our
inability  to  pay  until an indeterminate future time may make it impossible to
procure  goods  and  services.

INVESTMENT  COMPANY  ACT  AND  OTHER  REGULATIONS

We  may  participate in a business opportunity by purchasing, trading or selling
the securities of such business.  We do not, however, intend to engage primarily
in  such activities.  Specifically, we intend to conduct our activities so as to
avoid  being  classified as an "investment company" under the Investment Company
Act  of  1940  (the "Investment Act"), and therefore to avoid application of the
costly  and restrictive registration and other provisions of the Investment Act,
and  the  regulations  promulgated  thereunder.

Our  plan  of business may involve changes in our capital structure, management,
control  and business, especially if we consummate a reorganization as discussed
above.  Each  of  these  areas  is  regulated by the Investment Act, in order to
protect purchasers of investment company securities.  Since we will not register
as  an  investment  company,  our  stockholders  will  not  be  afforded  these
protections.

Any  securities  which  we  might  acquire  in exchange for our common stock are
expected  to be "restricted securities" within the meaning of the Securities Act
of  1933,  as amended (the "Act").  If we elects to resell such securities, such
sale  cannot proceed unless a registration statement has been declared effective
by  the  Securities and Exchange Commission or an exemption from registration is
available.  Section  4(1)  of  the  Act,  which  exempts sales of securities not
involving  a  public distribution by persons other than the issuer, would in all
likelihood  be  available  to  permit  a  private  sale.  Although  the  plan of
operation  does  not  contemplate  resale of securities acquired, if such a sale
were  to be necessary, we would be required to comply with the provisions of the
Act  to  effect  such  resale.

An  acquisition  made by us may be in an industry which is regulated or licensed
by federal, state or local authorities.  Compliance with such regulations can be
expected  to  be  a  time-consuming  and  expensive  process.


<PAGE>
COMPETITION

We  expect  to  encounter  substantial  competition  in  our  efforts  to locate
attractive opportunities, primarily from business development companies, venture
capital  partnerships  and  corporations,  venture  capital  affiliates of large
industrial  and  financial  companies,  small  investment companies, and wealthy
individuals.  Many  of these entities may have significantly greater experience,
resources  and  managerial  capabilities than us and in that event, will be in a
better  position  than us to obtain access to attractive business opportunities.
We  also  will  experience competition from other public "blind pool" companies,
many  of  which  may  have more funds available than we have available, and from
other  blind  pool  companies  that  may be formed by our management or by other
subsidiaries  of Unicorp (See "Item 5.  Directors, Executive Officers, Promoters
and  Control  Persons  -  Other  Blind  Pool  Activities").

ADMINISTRATIVE  OFFICES

We  currently maintain a mailing address at 1907 Tarpley  Ct., Katy, Texas 77493
which  is the residence of our president, Louis G. Mehr. Other than this mailing
address,  we  do  not currently maintain any other office facilities, and do not
anticipate  the  need  for  maintaining  office  facilities  at  any time in the
foreseeable  future.  We  pay  no rent or other fees for the use of this mailing
address.

EMPLOYEES

We are in the development stage and currently have no employees.  Our management
expects to use consultants, attorneys and accountants as necessary, and does not
anticipate  a  need  to engage any full-time employees so long as we are seeking
and  evaluating  business  opportunities.  The  need  for  employees  and  their
availability will be addressed in connection with the decision whether or not to
acquire  or  participate  in  specific  business  opportunities.

RISK  FACTORS

     1.     Conflicts  of  Interest.  Certain  conflicts  of  interest may exist
between  the  Company  and  its officers and directors. They have other business
interests  to which they devote their attention, and may be expected to continue
to  do  so  although  management  time  should  be devoted to our business. As a
result,  conflicts  of  interest  may  arise  that  can be resolved only through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See  "Conflicts  of  Interest."

          It  is  anticipated  that  our  officers  and  directors  may actively
negotiate  or  otherwise  consent  to  the purchase of a portion of their common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In  this  process,  our  officers  may consider their own personal
pecuniary  benefit rather than the best interests of our other shareholders, and
our  other  shareholders  are  not  expected  to  be afforded the opportunity to
approve  or  consent to any particular stock buy-out transaction. See "Conflicts
of  Interest."

     2.     Need  For  Additional  Financing.  Need  For  Additional  Financing.
Currently,  we  have no revenue to cover our ongoing SEC compliance expenses and
our general operating costs. Therefore, our audited financial statements include
an  auditor's  report  containing a statement regarding an uncertainty about our
ability  to  continue as a going concern.  Our ability to continue our existence
is  dependent  on  the willingness and ability of Equitable Assets Incorporated,
our  majority shareholder, to continue funding our operations and our ability to
obtain  additional  sources  of  financing.  As  of  the date of this report, we
believe  that our relationship with Equitable is stable and we have no reason to
doubt  the  willingness of that entity to continue providing additional funding.
However,  if  Equitable discontinues funding our operations and we are unable to
obtain  alternative financing when needed on acceptable terms, if at all, we may
be  unable  to  continue  our  operations.

          We have very limited funds, and such funds may not be adequate to take
advantage  of  any  available business opportunities for us to effect a business
combination. Even if our funds prove to be sufficient to acquire an interest in,
or  complete  a transaction with, a business opportunity, we may not have enough
capital  to  exploit  the  opportunity. Our ultimate success may depend upon our
ability  to raise additional capital. We have not investigated the availability,
source,  or  terms  that  might govern the acquisition of additional capital and
will not do so until we determine a need for additional financing. If additional
capital  is  needed, there is no assurance that funds will be available from any
source or, if available, that they can be obtained on terms acceptable to us. If
not available, our operations will be limited to those that can be financed with
its  modest  capital.

     3.     Regulation  of  Penny  Stocks.  Our  securities,  when available for
trading,  will  be  subject  to  a  Securities and Exchange Commission rule that
imposes  special  sales  practice requirements upon broker-dealers who sell such
securities  to persons other than established customers or accredited investors.
For  purposes  of  the rule, the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net  worth  in  excess  of  $1,000,000  or  having an annual income that exceeds
$200,000  (or that, when combined with a spouse's income, exceeds $300,000). For
transactions  covered  by  the  rule,  the  broker-dealer  must  make  a special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to  the  transaction  prior  to  the sale. Consequently, the rule may
affect  the ability of broker-dealers to sell our securities and also may affect
the  ability  of  our  shareholders  to sell their securities in any market that
might  develop  therefore.


<PAGE>
          In  addition,  the  Securities  and  Exchange Commission has adopted a
number  of  rules  to  regulate "penny stocks." Such rules include Rules 3a51-1,
15g-1,  15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange  Act  of 1934, as amended. Because our securities may constitute "penny
stocks"  within the meaning of the rules, the rules would apply to us and to our
securities.  The  rules  may  further affect the ability of owners of our common
stock  to  sell  these  securities  in  any  market that might develop for them.

          Shareholders  should  be  aware  that,  according  to  Securities  and
Exchange  Commission,  the  market for penny stocks has suffered in recent years
from  patterns  of  fraud  and  abuse.  Such patterns include (i) control of the
market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged matching
of  purchases  and  sales and false and misleading press releases; (iii) "boiler
room"  practices  involving  high-pressure  sales  tactics and unrealistic price
projections  by  inexperienced  sales  persons;  (iv)  excessive and undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale  dumping  of the same securities by promoters and broker-dealers after
prices  have  been  manipulated  to  a  desired  level, along with the resulting
inevitable  collapse  of  those  prices and with consequent investor losses. Our
management  is  aware of the abuses that have occurred historically in the penny
stock  market.  Although  we  do  not  expect to be in a position to dictate the
behavior  of  the  market  or  of  broker-dealers who participate in the market,
management  will  strive within the confines of practical limitations to prevent
the  described  patterns  from being established with respect to our securities.

     4.     Lack  of Recent Operating History.  Although we were formed in 1987,
and conducted active business operations until 1991, we have been inactive since
1992  and currently exist for the purpose of seeking a business opportunity. Due
to  the special risks inherent in the investigation, acquisition, or involvement
in  a new business opportunity, we must be regarded as a new or start-up venture
with  all of the unforeseen costs, expenses, problems, and difficulties to which
such  ventures  are  subject.

     5.     No Assurance of Success or Profitability. There is no assurance that
we  will  acquire  a  favorable  business  opportunity. Even if we should become
involved  in a business opportunity, there is no assurance that we will generate
revenues  or  profits,  or  that  the  market  price of our Common Stock will be
increased  thereby.

     6.     Possible  Business  -  Not Identified and Highly Risky.  We have not
identified  and have no commitments to enter into or acquire a specific business
opportunity  and  therefore  can disclose the risks and hazards of a business or
opportunity that we may enter into in only a general manner, and cannot disclose
the  risks and hazards of any specific business or opportunity that it may enter
into.  A  shareholder  can  expect  a potential business opportunity to be quite
risky.  Our  acquisition  of  or  participation  in  a business opportunity will
likely  be  highly  illiquid  and  could  result  in  a total loss to us and our
stockholders  if the business or opportunity proves to be unsuccessful. See Item
1  "Description  of  Business."

     7.     Type  of  Business Acquired. The type of business to be acquired may
be  one  that  desires  to  avoid  effecting  its  own  public  offering and the
accompanying  expense, delays, uncertainties, and federal and state requirements
which  purport  to protect investors. Because of our limited capital, it is more
likely  than  not  that  any  acquisition by us will involve other parties whose
primary  interest  is  the  acquisition of control of a publicly traded company.
Moreover,  any  business  opportunity  acquired may be currently unprofitable or
present  other  negative  factors.

     8.     Impracticability of Exhaustive Investigation.  Our limited funds and
the  lack of full-time management will likely make it impracticable to conduct a
complete  and  exhaustive  investigation  and analysis of a business opportunity
before  we  commit our capital or other resources thereto. Management decisions,
therefore, will likely be made without detailed feasibility studies, independent
analysis,  market  surveys and the like which, if we had more funds available to
us,  would  be desirable.  We will be particularly dependent in making decisions
upon  information provided by the promoter, owner, sponsor, or others associated
with  the  business opportunity seeking our participation. A significant portion
of  our  available  funds  may  be expended for investigative expenses and other
expenses  related  to  preliminary  aspects  of  completing  an  acquisition
transaction,  whether or not any business opportunity investigated is eventually
acquired.

     9.     Lack of Diversification. Because of our limited financial resources,
it is unlikely that we will be able to diversify its acquisitions or operations.
Our  probable inability to diversify our activities into more than one area will
subject us to economic fluctuations within a particular business or industry and
therefore  increase  the  risks  associated  with  our  operations.

     10.     Possible  Reliance  upon  Unaudited  Financial  Statements. We will
generally  require  audited  financial  statements  from
any  business  that  it proposes to acquire. No assurance can be given, however,
that  audited  financials  will  be  available  to  us.  In  cases where audited
financials are unavailable, we will have to rely upon unaudited information that
has  not  been verified by outside auditors. The lack of the type of independent
verification  which  audited  financial  statements would provide, increases the
risk  that we, in evaluating an acquisition with such a target company, will not
have  the benefit of full and accurate information about the financial condition
and  operating  history  of the target company. This risk increases the prospect
that  the acquisition of such a company might prove to be an unfavorable one for
us  or  the  holders  of  our  securities.

          Moreover,  we  will  be  subject  to  the  reporting provisions of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be  required  to  furnish  certain  information,  including  audited  financial


<PAGE>
statements,  for any existing business we may acquire. Consequently, acquisition
prospects  that do not have, or are unable to provide reasonable assurances that
they  will  be  able  to  obtain,  the  required audited statements would not be
considered  by  us  to  be  appropriate for acquisition so long as the reporting
requirements  of  the Exchange Act are applicable. Should we, during the time we
remain  subject  to  the  reporting  provisions of the Exchange Act, complete an
acquisition  of  an  entity  for  which audited financial statements prove to be
unobtainable,  we  would be exposed to enforcement actions by the Securities and
Exchange  Commission  (the  "Commission")  and  to  corresponding administrative
sanctions,  including  permanent  injunctions against us and our management. The
legal and other costs of defending a Commission enforcement action are likely to
have  material,  adverse consequences for us and our business. The imposition of
administrative  sanctions  would  subject  us  to  further adverse consequences.

          In  addition,  the  lack of audited financial statements would prevent
our  securities  from  becoming  eligible  for  listing on NASDAQ, the automated
quotation  system  sponsored  by the National Association of Securities Dealers,
Inc.,  or  on  any existing stock exchange. Moreover, the lack of such financial
statements is likely to discourage broker-dealers from becoming or continuing to
serve  as  market  makers  in  the  our  securities.  Without  audited financial
statements,  we  would  almost  certainly  be unable to offer securities under a
registration  statement  pursuant to the Securities Act of 1933, and our ability
to  raise capital would be significantly limited until such financial statements
were  to  become  available.

We  wish  to  caution  the  reader that there are many uncertainties and unknown
factors  which  could  affect  our ability to carry out our business plan in the
manner  described  herein.

ITEM  2.     DESCRIPTION  OF  PROPERTY.

We  currently maintain a mailing address at 1907 Tarpley Ct., Katy, Texas 77493,
which  is  the  residence  of our president.  We pay no rent for the use of this
mailing  address.  We  do not believe that we will need to maintain an office at
any  time in the foreseeable future in order to carry out our plan of operations
described  herein.  Our  telephone  number  is  (281)  347-1221.

We  currently have no investments in real estate, real estate mortgages, or real
estate  securities,  and  do  not  anticipate making any such investments in the
future.  However,  our  policy  with respect to investment in real estate assets
could  be  changed  in  the  future  without  a  vote  of  security  holders.

ITEM  3.     LEGAL  PROCEEDINGS.

We  are  not  a  party  to  any  pending  legal  proceedings,  and no other such
proceedings  are  known  to  be  contemplated.

Except  as noted above, no director, officer or affiliate of the Company, and no
owner  of record or beneficial owner of more than 5.0% of our securities, or any
associate of any such director, officer or security holder is a party adverse to
us  or has a material interest adverse to us in reference to pending litigation.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

No  matters  were  submitted  to  a  vote  of  securities  holders  through  the
solicitation  of  proxies  or  otherwise.

                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

As  of  December  31,  2001  we  had  596,469  shares of common stock issued and
outstanding  all  held  by  our  parent  Unicorp. At present, there is no public
trading  market  for  our common stock. We have not declared any dividend and do
not  intend  to  do so.  In the event that Unicorp is successful in distributing
all  of  our  stock to its shareholders, we will have 596,569 shares outstanding
held  by 995 shareholders all of whom would hold at least 100 shares. We have no
outstanding  options  or  warrants.

Common  Stock

We  are authorized to issue  200,000,000 shares of no par value Common Stock and
each  record  holder  is entitled to one vote for each share held on all matters
properly  submitted to the shareholders for their vote. Election of Directors is
by  plurality of the votes cast s. In all other matters, the action are approved
if  the  number  of votes cast in favor of the action exceed the number of votes
cast  in  opposition  to  the  action.

Holders of Common Stock have no preemptive, conversion or redemptive rights. All
of  the  issued  and  outstanding  shares  of Common Stock are, and all unissued
shares  will  be  when  issued, duly authorized, validly issued, fully paid, and
nonassessable.  To the extent that additional shares of the our Common Stock are
issued,  the  relative  interests  of then existing shareholders may be diluted.


<PAGE>
Dissenter's  rights.  Under  current  Texas  law,  a  shareholder  is  afforded
dissenters'  rights  which  if properly exercised may require the corporation to
repurchase  its  shares.  Dissenters'  rights  commonly  arise  in extraordinary
transactions such as mergers, consolidations, reorganizations, substantial asset
sales,  liquidating  distributions,  and  certain  amendments  to  the company's
certificate  of  incorporation.

Preferred  Stock

We  are  authorized to issue 50,000,000 shares of preferred stock, no par value.
The  preferred  stock may be issued from time to time by the directors as shares
of  one  or  more  series. The description of shares of each series of preferred
stock,  including  any  preferences, conversion and other rights, voting powers,
and  conditions  of  redemption  must be set forth in resolutions adopted by the
directors.  We  have  no  shares  of  Preferred  Stock  issued  and outstanding.

Our Transfer Agent is Atlas Stock Transfer Corporation, 5899 South State Street,
Salt  Lake  City,  Utah  84107,  (801)  266-7151,  fax  (801)  262-0907.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

We  remain  in  the  development stage. Since inception of the development stage
(January  1,  1999),  we  have received no cash revenues and acquired no assets.
For  the fiscal year ending December 31, 2001, we have received no cash proceeds
and  acquired  no assets.  The Company's balance sheet for the fiscal year ended
December  31, 2001, reflects a current asset value of $0 and current liabilities
of  $0,  and  no  deficit.

Results  of  Operations

During the period from January 1, 1999 (inception) through December 31, 2001, we
engaged  in no significant operations and incurred  no liability with respect to
organizational activities, compliance with our periodical reporting requirements
under  the  Securities  Exchange Act of 1934, as amended, or efforts to locate a
suitable merger or acquisition candidate. No revenues were received by us during
this  period.

For  the  fiscal year ending December 31, 2002, we do not anticipate incurring a
loss  as  a  result  of  expenses  associated with compliance with the reporting
requirements of the Securities Exchange Act of 1934 nor expenses associated with
locating  and  evaluating  acquisition  candidates.  We  anticipate that until a
business  combination  is  completed  with an acquisition candidate, we will not
generate  revenues.  We  may  operate  at  a  loss  after  completing a business
combination,  depending  upon  the  performance  of  the  acquired  business.

Plan  of  Operations  and  Need  for  Additional  Financing

During  the  fiscal  year  ending  December  31,  2002, we plan to continue with
efforts  to seek, investigate, and, if warranted, acquire one or more properties
or  businesses. We also plan to complete our spin-off from Unicorp. We also plan
to  file  all  required  periodical  reports  and  to  maintain  our status as a
fully-reporting  company  under the Securities Exchange Act of 1934. In order to
proceed with our plans for the next year, it is anticipated that we will require
additional  capital  in order to meet our cash needs. These include the costs of
compliance with the continuing reporting requirements of the Securities Exchange
Act  of  1934, as amended, as well as any costs we may incur in seeking business
opportunities.

No specific commitments to provide additional funds have been made by management
or  other stockholders, and we have no current plans, proposals, arrangements or
understandings  with  respect  to  the sale or issuance of additional securities
prior  to  the location of a merger or acquisition candidate. Accordingly, there
can  be  no assurance that any additional funds will be available to allow us to
cover our expenses. Notwithstanding the foregoing, to the extent that additional
funds  are  required,  we  anticipate  receiving  such  funds  in  the  form  of
advancements  from current shareholders without issuance of additional shares or
other  securities,  or  through  the  private placement of restricted securities
rather  than  through  a  public  offering.

We  may  also  seek to compensate providers of services by issuances of stock in
lieu  of  cash.  For  information  as  to  our  policy  in regard to payment for
consulting  services,  see  "Certain  Relationships  and  Transactions."

ITEM  7.     FINANCIAL  STATEMENTS.

See  following  pages.


<PAGE>





                               MED-X SYSTEMS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                                   __________



                              FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                for the year ended December 31, 2001, and for the
        period from inception of the development stage, January 1, 1999,
                              to December 31, 2001




<PAGE>
                              MED-X SYSTEMS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                TABLE OF CONTENTS

                                   __________


                                                                         PAGE(S)
                                                                         -------

Report of Independent Accountants                                           1

Balance Sheet as of December 31, 2001                                       2

Statements of Operations for the years ended
  December 31, 2001 and 2000, and for the period
  from inception of the development stage,
  January 1, 1999, to December 31, 2001                                     3

Statements of Stockholder's Equity for the years
  ended December 31, 2001 and 2000, and for the
  period from inception of the development stage,
  January 1, 1999, to December 31, 2001                                     4

Statements of Cash Flows for the years ended
  December 31, 2001 and 2000, and for the period
  from inception of the development stage,
  January 1, 1999, to December 31, 2001                                     5

Notes to Financial Statements                                              6-8


<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS



Board  of  Directors  and  Stockholder
Med-X  Systems,  Inc.


We  have  audited  the  accompanying  balance  sheet  of  Med-X Systems, Inc. (a
corporation  in  the  development stage) as of December 31, 2001 and the related
statements  of operations, stockholder's equity and cash flows for the two years
in  the  period  then ended and for the period from inception of the development
stage,  January  1,  1999, to December 31, 2001.  These financial statements are
the  responsibility  of  the  Company's  management.  Our  responsibility  is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of Med-X Systems, Inc. as of
December  31, 2001, and the results of its operations and its cash flows for the
two  years  in  the  period  then ended and for the period from inception of the
development  stage,  January  1,  1999, to December 31, 2001, in conformity with
generally  accepted  accounting  principles.


                                           /s/ Ham, Langston & Brezina, L.L.P.


Houston,  Texas
March  29,  2002


                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                              MED-X SYSTEMS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET
                                DECEMBER 31, 2001

                                   __________

     ASSETS
     ------
<S>                                                         <C>

Current assets                                              $   -
                                                            ------

    Total assets                                            $   -
                                                            ======


LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------

Current liabilities                                         $   -
                                                            ------

    Total liabilities                                           -
                                                            ------

Commitments and contingencies

Stockholder's equity:
  Preferred stock:  no par value; 50,000,000
    shares authorized                                           -
  Common stock:  no par value; 200,000,000
    shares authorized; 596,469 shares issued and
    outstanding                                             1,000
  Losses accumulated during the development stage          (1,000)
                                                           -------

    Total stockholder's equity                                  -
                                                            ------

      Total liabilities and stockholder's
        equity                                              $   -
                                                            ======
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       -2-
<PAGE>
<TABLE>
<CAPTION>
                              MED-X SYSTEMS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                            STATEMENTS OF OPERATIONS

                                   __________

                                                                              INCEPTION,
                                                                              JANUARY 1,
                                                 YEAR ENDED DECEMBER 31,       1999, TO
                                               ----------------------------   DECEMBER 31,
                                                   2001           2000            2001
                                               -------------  -------------  --------------
<S>                                            <C>            <C>            <C>

General and administrative expense             $           -  $           -  $       1,000
                                               -------------  -------------  --------------

Net loss                                       $           -  $           -  $      (1,000)
                                               =============  =============  ==============

Basic and dilutive net loss per common share   $        0.00  $        0.00
                                               =============  =============

Weighted average common shares outstanding
  (basic and dilutive)                               596,469        596,469
                                               =============  =============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       -3-
<PAGE>
<TABLE>
<CAPTION>
                              MED-X SYSTEMS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                       STATEMENTS OF STOCKHOLDER'S EQUITY
            FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000, AND FOR
              THE PERIOD FROM INCEPTION OF THE DEVELOPMENT STAGE,
                      JANUARY 1, 1999, TO DECEMBER 31, 2001

                                   __________

                                                            LOSSES
                                                          ACCUMULATED
                                                          DURING  THE
                                        COMMON STOCK      DEVELOPMENT
                                       SHARES   AMOUNT       STAGE       TOTAL
                                       -------  -------  -------------  --------
<S>                                    <C>      <C>      <C>            <C>
Balance at inception, January 1, 1999        -  $     -  $          -   $     -

Organizational services performed by
  the Parent considered effective
  January 1, 1999                      596,469    1,000             -     1,000

Net loss                                     -        -        (1,000)   (1,000)
                                       -------  -------  -------------  --------

Balance at December 31, 1999           596,469    1,000        (1,000)        -

Net loss                                     -        -             -         -
                                       -------  -------  -------------  --------

Balance at December 31, 2000           596,469    1,000        (1,000)        -

Net loss                                     -        -             -         -
                                       -------  -------  -------------  --------

Balance at December 31, 2001           596,469  $ 1,000  $     (1,000)  $     -
                                       =======  =======  =============  ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       -4-
<PAGE>
<TABLE>
<CAPTION>
                                   MED-X SYSTEMS, INC.
                         (A CORPORATION IN THE DEVELOPMENT STAGE)
                                 STATEMENTS OF CASH FLOWS

                                        __________

                                                                                   INCEPTION,
                                                                                   JANUARY 1,
                                                     YEAR ENDED DECEMBER 31,       1999,  TO
                                                   ----------------------------   DECEMBER 31,
                                                       2001            2000           2001
                                                   -------------  -------------  --------------
<S>                                                <C>            <C>            <C>
Cash flows from operating activities:
  Net loss                                         $           -  $           -  $      (1,000)
  Adjustment to reconcile net loss to net cash
    used in operating activities:
    Common stock issued for services                           -              -          1,000
                                                   -------------  -------------  --------------

        Net cash provided by operating activities
          and net increase in cash and cash
          equivalents                                          -              -              -

Cash and cash equivalents, beginning of year                   -              -              -
                                                   -------------  -------------  --------------

Cash and cash equivalents, end of year             $           -  $           -  $           -
                                                   =============  =============  ==============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       -5-
<PAGE>
                               MED-X SYSTEMS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS

                                   __________

1.   DESCRIPTION  OF  BUSINESS
     -------------------------

     Med-X  Systems, Inc. was incorporated in the State of Texas on December 21,
     1987  to  engage  in  the  business  of  the  management  and processing of
     insurance  claims  for the medical profession. UNICORP acquired 100% of the
     outstanding  capital  stock  of  Med-X on July 31, 1988. The Company ceased
     active business operations, liquidated its operating assets in 1989 and had
     no  material  business  operations  since  that  time.  The  Company is now
     considered  a development stage enterprise because it has not yet commenced
     new  commercial  operations  and  because  its  current efforts are focused
     almost  entirely  on  corporate  structure  and capital raising activities.

     The  date of inception of the development stage of the Company for purposes
     of  financial  reporting is considered to be January 1, 1999, because on or
     about that date management began planning future activities for the dormant
     Company.  Accordingly, in accordance with Statement of Financial Accounting
     Standards  #1,  Accounting  and Reporting by Development Stage Enterprises,
                     ----------------------------------------------------------
     the  accompanying  financial  statements  include  cumulative  amounts from
     January  1,  1999,  the  inception  of  the  development  stage.


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     ----------------------------------------------

     CASH  AND  CASH  EQUIVALENTS
     ----------------------------

     Cash  and  cash equivalents include all cash balances and any highly liquid
     short-term  investments  with an original maturity of three months or less.

     INCOME  TAXES
     -------------

     The  Company  uses  the asset and liability method of accounting for income
     taxes.  Under  the  asset  and  liability  method,  deferred tax assets and
     liabilities  are  recognized  for  the  estimated  future  tax consequences
     attributable  to  differences  between  the  financial  statement  carrying
     amounts  of existing assets and liabilities and their respective tax bases.
     This  method  also  requires the recognition of future tax benefits such as
     net  operating  loss  carryforwards, to the extent that realization of such
     benefits  is  more likely than not. Deferred tax assets and liabilities are
     measured using enacted tax rates expected to apply to taxable income in the
     years  in which those temporary differences are expected to be recovered or
     settled.  The  effect on deferred tax assets and liabilities of a change in
     tax rates is recognized in income in the period that includes the enactment
     date.

     NET  LOSS  PER  COMMON  SHARE
     -----------------------------

     Basic  and  dilutive net loss per common share for the years ended December
     31,  2001  and 2000 have been computed by dividing net loss by the weighted
     average  number of shares of common stock outstanding during these periods.

     ESTIMATES
     ---------

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and  the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


                                    Continued

                                      -6-
<PAGE>
                              MED-X SYSTEMS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   __________


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
     ----------------------------------------------------------

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

     The  Company  includes fair value information in the notes to the financial
     statements  when  the  fair value of its financial instruments is different
     from  the  book  value.  When  the  book  value approximates fair value, no
     additional  disclosure  is  made.

     COMPREHENSIVE  INCOME
     ---------------------

     The Company has adopted Statement of Financial Accounting Standard ("SFAS")
     No.  130,  "Reporting  Comprehensive Income". Comprehensive income includes
     such  items  as unrealized gains or losses on certain investment securities
     and  certain  foreign  currency  translation  adjustments.  The  Company's
     financial  statements  include  none of the additional elements that affect
     comprehensive  income. Accordingly, comprehensive income and net income are
     identical.

     Recently  Issued  Accounting  Pronouncements
     --------------------------------------------

     In  June  2001,  the  Financial  Accounting Standards Board ("FASB") issued
     Statement  of  Financial  Accounting  Standards ("SFAS") No. 141, "Business
     Combinations",  and  No.  142, "Goodwill and Other Intangible Assets". SFAS
     No. 141 requires all business combinations initiated after June 30, 2001 be
     accounted  for  using  the  purchase  method.  In  addition,  companies are
     required  to  review  goodwill and intangible assets reported in connection
     with  prior  acquisitions,  possibly  disagregate  and  report  separately
     previously  identified  intangible  assets, and in certain cases reclassify
     certain  intangible  assets  into  goodwill.  SFAS  No.  142 eliminates the
     amortization  of  goodwill  and requires that goodwill be reviewed annually
     for  impairment.  SFAS  No.  142  also  requires  that  the useful lives of
     previously  recognized  intangible  assets  be reassessed and the remaining
     amortization periods be adjusted accordingly. SFAS No. 142 is effective for
     fiscal years beginning after December 15, 2001 and affects all goodwill and
     other  intangible  assets  recorded  on the Company's balance sheet at that
     date,  regardless  of  when  the  assets  were  initially  recorded.  The
     implementation of SFAS No. 141 and SFAS No. 142 is not expected to have any
     impact  on  the  Company's  results  of  operations  or financial position.

     In  June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for Asset
     Retirement  Obligations".  SFAS  No. 143 addresses accounting and reporting
     for  obligations  associated  with  the  retirement  of tangible long-lived
     assets  and  the  associated  asset  retirement  costs.  This  statement is
     effective  for  fiscal  years  beginning  after  June  15,  2002.  The
     implementation  of  SFAS  No. 143 is not expected to have any impact on the
     Company's  results  of  operations  or  financial  position.

     In  July  2001,  the  FASB  issued SFAS No. 144, "Impairment or Disposal of
     Long-Lived  Assets",  which  is  effective for fiscal years beginning after
     December  15,  2001.  The  provisions  of  this  statement provide a single
     accounting model for impairment of long-lived assets. The implementation of
     SFAS No. 144 is not expected to have any impact on the Company's results of
     operations  or  financial  position.


                                    Continued

                                      -7-
<PAGE>
                              MED-X SYSTEMS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   __________

3.   INCOME  TAXES
     -------------

     The  tax  effects  of  temporary differences that give rise to deferred tax
     assets  at  December  31,  2001  are  as  follows:

<TABLE>
<CAPTION>
<S>                                  <C>
  Net operating loss carryforward    $     150
                                     ----------

    Total gross deferred tax assets        150

  Less valuation allowance                (150)
                                     ----------

  Net deferred tax assets            $       -
                                     ==========
</TABLE>

4.   STOCKHOLDERS'  EQUITY
     ---------------------

     On  June  19,  2001,  the  Company amended its articles of incorporation to
     increase  its  authorized  shares from 10,000,000 to 250,000,000 and create
     two  classes  of  stock,  as  follows:

     -    50,000,000 shares of no par value serial preferred stock for which the
          Company's board of directors may set the relative rights, preferences,
          qualifications,  limitations  and  restrictions.

     -    200,000,000  of  no  par  value  common  stock.

     Concurrent with the increase in authorized shares, the Company authorized a
     596,469  for  37,500  forward  split  of  the Company's common stock, which
     increased  the  Company's  issued  and  outstanding shares to 596,469. This
     stock  split  has  been  reflected  in  these  financial statements and all
     references  to  common  stock  outstanding,  additional  paid-in  capital,
     weighted  average  shares  outstanding  and  per  share  amounts  have been
     restated  to  reflect  this  stock  split  on  a  retroactive  basis.


                                      -8-
<PAGE>
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE.

We had no disagreements with Ham, Langston & Brezina, L.L.P., Houston, Texas our
independent  accountants  and they have not resigned, been dismissed or declined
to  stand  for  re-election.

                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The  directors  and  executive  officers  currently  serving  the Company are as
follows:

<TABLE>
<CAPTION>
NAME            AGE               POSITION               POSITION HELD SINCE
--------------  ---  ----------------------------------  -------------------
<S>             <C>  <C>                                 <C>

Louis G.  Mehr   69  President, Director                 March, 2000
John Marrou      61  Secretary, Chief Financial Officer  March, 2000
</TABLE>

The  director  named  above  will  serve  until  the next annual  meeting of our
stockholders.  Thereafter,  directors  will be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their positions at the pleasure
of  the  board  of  directors,  absent  any  employment agreement, of which none
currently  exists  or  is contemplated. There is no arrangement or understanding
between  any of our directors or officers and any other person pursuant to which
any  director  or  officer  was  or  is to be selected as a director or officer.

The  directors  and  officers  will  devote  their time to our affairs on an "as
needed"  basis, which, depending on the circumstances, could amount to as little
as two hours per month, or more than forty hours per month, but more than likely
will  fall  within  the  range  of  five  to  ten  hours  per  month.

Biographical  Information

LOUIS  MEHR,  President  and  sole  director, received his L.L.B. from the South
Texas  College  of Law in 1962.  Mr.  Mehr has been retired from the practice of
law  for  over  five  years  and  is not currently licensed to practice law.  In
addition  to  serving as the sole director and executive officer of Unicorp, Mr.
Mehr  is  also  currently  president and sole director of  Marcap International,
Inc.(formerly  Martex Trading Co., Inc.); Med-X Systems, Inc.; The Laissez-Faire
Group,  Inc.;  and  AZ  Capital,  Inc.  Marcap,  Med-X,  and  Laissez-Faire  are
currently 100% owned subsidiaries of Unicorp and Unicorp owns approximately 8.7%
of  the  outstanding  stock  of  AZ  Capital,  all of which are "blank check" or
"shell"  companies  whose  current  business  plan  is  seeking  to identify and
complete  a  merger or acquisition with a private entity whose business presents
an  opportunity  for  its shareholders.  Mr. Mehr also serves as president and a
director of Texas Arizona Mining Company; Equitable Assets Incorporated; and LGM
Capital,  Inc., all private companies.  None of the above companies is currently
engaged  in  the  active  conduct  of  business  operations.

JOHN  MARROU,  Secretary  and  Chief  Financial  Officer.   Mr.  Marrou has been
involved  in the practice of accounting  for the past  thirty years, and for the
past five years has been a self-employed accountant serving small businesses and
individuals.  He  works  on  a  professional fee contract basis and his practice
includes  issuing  opinions  on  financial  statements  as  a  CPA to installing
computerized  systems  ,  maintaining  computerized  business records, preparing
individual  and  business  tax  returns,  representation  of  clients before the
Internal  Revenue  Service,  and  advising  with  respect  to  periodic  filing
requirements  under  the  Exchange  Act  of  1934.

Our  officers  and  directors may establish additional blind pool or blank check
companies in the future. These blank check companies will be in competition with
us  for  prospective  companies  to  acquire.

Compliance  With  Section  16(a)  of  the  Exchange  Act.

Louis  G. Mehr, our president and sole director, and John Marrou, our secretary,
did  not  file  Form  3's  during  the  calendar  year ending December 31, 2001.
EquitableAssets  Incorporated  and  Louis  G.  Mehr  its  owner, each holders of
474,589 shares or 79.6% of our common did not file Form 3's during the  calendar
year  ending December 31, 2001.  These filing deficiencies are bing corrected at
the  present  time.


<PAGE>
ITEM  10.     EXECUTIVE  COMPENSATION.

No officer or director received any remuneration from us during the fiscal year.
Until  we  acquire  additional  capital,  it is not intended that any officer or
director  will  receive  compensation  from  us  other  than  reimbursement  for
out-of-pocket  expenses  incurred  on our behalf. See "Certain Relationships and
Related  Transactions."  We  have  no  stock  option,  retirement,  pension,  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs  in  the  future.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table  sets forth, as of the end of our most recent fiscal year,
the  number  of  shares  of  Common  Stock  owned  of record and beneficially by
executive  officers,  directors  and  persons  who  hold  5.0%  or  more  of our
outstanding  Common  Stock.  Also  included are the shares held by all executive
officers  and  directors  as  a  group.

<TABLE>
<CAPTION>
                                 SHARES BENEFICIALLY OWNED
Beneficial Owner                 Number            Percent
----------------                ----------        --------
<S>                             <C>               <C>

Unicorp, Inc.
1907 Tarpley Ct.
Katy, Texas 77493               596,469               100%

Equitable Assets Incorporated
Louis G. Mehr
1907 Tarpley Ct.
Katy, Texas 77493
                                474,589(1)           79.6%

Louis G.  Mehr (3)
1907 Tarpley Ct.
Katy, Texas 77493
                                474,589(2)           79.6%

All officers and directors
  as a group (2 persons)(3)     474,589(2)           79.6%

<FN>
     (1)  Unicorp,  Inc.  is our parent and holds 100% of our outstanding common
          stock.

     (2)  Includes  474,589  shares  held of record by Unicorp. Equitable Assets
          Incorporated("Equitable"),  a  Belize  corporation,  is  the holder of
          record  of  79.6%  of  the  outstanding  shares  of  Unicorp.

     (3)  Includes 474,589 shares held of record by Equitable. Equitable was one
          hundred  percent  (100%)  owned  by  the First Madison Trust("FMT"), a
          Belize  personal  trust.  The settlor and beneficiary of the trust was
          John Avilez, a Belize citizen, who is now deceased. Mr. Avilez died on
          April  4,  2000.  It  is assumed that Mr. Avilez's estate succeeded as
          beneficiary  of  FMT.  Mr. Avilez was a lawyer in Belize. As of March,
          2002, Louis G. Mehr, our president, acquired control of Equitable. Mr.
          Mehr  also  serves  as  president  of  Unicorp  and  Equitable.

     (4)  The  person  listed  is  an  officer,  a  director, or both, of Med-X.
</TABLE>

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Indemnification  of  Officers  and  Directors

We  have  agreed  to  indemnify our officers and directors to the maximum extent
permitted  or required under applicable law. Texas corporation law permits us to
indemnify  our directors and officers for liabilities for liabilities, costs and
expenses  that  such  persons  may incur as a result of actions they may take in
performing  their  duties  as officers and directors. In order to be indemnified
under  Texas  law,  the  person must have acted in good faith and in a manner he
believed  was  in or not opposed to the company's best interests. In the case of
any  criminal  proceeding,  the person must not have reasonable cause to believe
that  his  conduct was unlawful. In Texas, if a person is found by a court to be
liable to the corporation, that court must approve any reimbursement of expenses
to  such  person.  The  foregoing  limitations  do  not,  however,  apply to the
indemnity  contracts  to  which  all officers and directors are parties with the
Company.  Any amendment or repeal of the Company's Articles of Incorporation may
not  adversely  affect  the rights of any person entitled to indemnification for
any  event  occurring  prior  to  such  amendment  or  repeal.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, we have been informed that, in the opinion
of  the  Securities  and  Exchange  Commission,  such indemnification is against
public  policy  as  expressed  in  that  Act  and  is, therefore, unenforceable.


<PAGE>
Conflicts  of  Interest

None of our officers will devote more than a portion of his time to our affairs.
There will be occasions when the time requirements of our business conflict with
the  demands  of  the  officers'  other business and investment activities. Such
conflicts  may  require that we attempt to employ additional personnel. There is
no  assurance  that  the services of such persons will be available or that they
can  be  obtained  upon  terms  favorable  to  us.

Each  of  our  officers  and  directors also are officers, directors, or both of
several  other  development-stage  corporation  that  are  inactive  and without
significant  assets or liabilities and whose current business plan is seeking to
identify  and  complete  a  merger  or  acquisition  with a private entity whose
business  presents an opportunity for their shareholders. These companies may be
in  direct  competition  with  us  for  available  opportunities.

Our  management and other principal shareholders intend to actively negotiate or
otherwise  consent  to  the  purchase  of  a  portion of their common stock as a
condition  to,  or  in  connection  with,  a  proposed  merger  or  acquisition
transaction.  It  is  anticipated  that a substantial premium may be paid by the
purchaser  in  conjunction with any sale of shares by our officers, directors or
affiliates  which  is  made as a condition to, or in connection with, a proposed
merger  or  acquisition  transaction. The fact that a substantial premium may be
paid to our officers, directors and affiliates to acquire their shares creates a
conflict  of  interest  for  them  and  may compromise their state law fiduciary
duties  to  our  other  shareholders.  In  making  any  such sale, our officers,
directors  and  affiliates  may  consider  their  own personal pecuniary benefit
rather  than  our  best  interests  and  our  other  shareholders, and the other
shareholders  are  not  expected  to  be  afforded the opportunity to approve or
consent  to  any particular buy-out transaction involving shares held by members
of  our  management.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

     (a)  List of Documents Filed with this Report.

          (1)  Financial  Statements  with  report of Independent
               Accountants  for  the year ended December 31, 2001
               and  for  the  period  from  inception  of  the
               development stage, January 1, 1999 to December 31,
               2001                                                         Page

                   Report  of  Ham,  Langston  &  Brezina,  LLC,
                   independent  accountants,  dated  March  29,
                   2002                                                        1

                   Balance Sheet as of December 31, 2001                       2

                   Statement  of  Operations  for  the  years  ended
                   December  31,  2001  and  2000, and for the period
                   from  inception  of the development stage, January
                   1,  1999,  to  December  31,  2001                          3

                   Statements  of  Stockholder's Equity (Deficit) for
                   the  years  ended  December 31, 2001 and 2000, and
                   for  the  period from inception of the development
                   stage,  January  1,  1999,  to December 31, 2001            4

                   Statements  of  Cash  Flows  for  the  years ended
                   December  31,  2001  and  2000, and for the period
                   from  inception  of the development stage, January
                   1,  1999,  to  December  31,  2001                          5

                   Notes to Financial Statements                             6-8


          Included  as  "ITEM  7.  FINANCIAL  STATEMENTS."  in  this  report.

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.

     (b)  The Exhibits listed below are filed as part of this Annual Report.


<PAGE>
         EXHIBIT         DESCRIPTION
         NUMBER

           2.1*     INFORMATION STATEMENT FILED described in Exhibit 2.1 to Form
                    10-SB  filed  August  17, 2001, Commission File No. 0-33107.

           3.1*     AMENDED  AND  RESTATED  ARTICLES  OF  INCORPORATION OF MED-X
                    SYSTEMS,  INC.  filed  on June 19, 2001with the Secretary of
                    State of Texas, described in Exhibit 3.1 to Form 10-SB filed
                    August  17,  2001,  Commission  File  No.  0-33107.

           3.2*     AMENDED  BYLAWS  OF  MED-X SYSTEMS, INC. DATED JUNE 18, 2001
                    DESCRIBED  IN  EXHIBIT  3.2  TO  FORM 10-SB FILED August 17,
                    2001,  Commission  File  No.  0-33107.

            *   incorporated  by  reference.

(c)  Reports  on Form 8-K filed by the Company during the last quarter of its
     fiscal  year  ending  December  31,  2001:

     (1)  No  reports  on  Form  8-K  were  filed  for  the  period.


<PAGE>
                                    SIGNATURE

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


MED-X  SYSTEMS,  INC.


By:    /S/  LOUIS  G.  MEHR
       Louis  G.  Mehr,  President

Date:  April  10,  2002


In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.



/S/  LOUIS  G.  MEHR

Louis G. Mehr, Principal Executive Office, Sole Director

Date:    April 10, 2002



/S/   JOHN  MARROU

John Marrou, Principal Financial Officer, CFO

Date:    April 10, 2002


<PAGE>