U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                           FORM 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      For the fiscal year ended February 29, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the transition period from _____________ to ____________

                  Commission File No. 000-30239

                       UNICO, INCORPORATED
          ---------------------------------------------
          (Name of Small Business Issuer in its Charter)

       ARIZONA                                    86-0205130
-------------------------------            --------------------------
(State or Other Jurisdiction of            (I.R.S. Employer I.D. No.)
 Incorporation or Organization)

                      6475 Grandview Avenue
                           P.O. Box 777
                    Magalia, California 95954
             ---------------------------------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (530) 873-4394

                               N/A
                         ---------------
  (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:    None

Name of Each Exchange on Which Registered:                        None

Securities Registered under Section 12(g) of the Exchange Act:

                  Common Stock, $0.10 par value
                  ------------------------------
                         (Title of Class)

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 Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

     Yes [X]    No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B 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.  [X]

                                1


<PAGE>


State Issuer's revenues for its most recent fiscal year: February 29, 2004 -
$15,450.

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.

As of June 7, 2004, the aggregate market value of the voting stock held by
non-affiliates was $5,104,005, based on approximately 81,664,074 shares of
voting common stock of the registrant held by non-affiliates and the average
bid and asked prices ($0.0625) of the stock.

     ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

     Not Applicable.

     APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date: As of May 27, 2004 there
were 93,462,974 shares of the issuer's common stock issued and outstanding.

     DOCUMENTS INCORPORATED BY REFERENCE

     Not Applicable.

Transitional Small Business Disclosure Format   Yes [ ] No [ X ]








                                2
<PAGE>

                              PART I

Item 1.  Description of Business.

General.
-------

      Unico, Incorporated was formed as an Arizona corporation on May 27,
1966.  It was incorporated under the name of Red Rock Mining Co.,
Incorporated.  It was later known as Industries International, Incorporated
and I.I. Incorporated before the name was eventually changed to Unico,
Incorporated in 1979.  Unico, Incorporated has engaged in various mining
activities since its inception.  The names "Unico", "we", "our" and "us" used
in this report refer to Unico, Incorporated.

Deer Trail Mine.
---------------

      On March 30, 1992, Unico entered into a Mining Lease and Option to
Purchase agreement with Deer Trail Development Corporation, with headquarters
in Dallas, Texas.  Deer Trail Development Corporation is now known as Crown
Mines, L.L.C.  The lease term was for a period of 10 years, and covered 28
patented claims, 5 patented mill sites and 171 unpatented claims located
approximately 5 miles South of Marysvale, Utah.  It included mine workings
known as the Deer Trail Mine, the PTH Tunnel and the Carisa and Lucky Boy
mines.  There are no known, proven or probable reserves on the property.

      Effective December 1, 2001, a second lease agreement was entered into
between the parties covering the same property for a period of thirty (30)
months.  It replaced the first lease.  The second lease expired at the end of
May 2004.  The second lease agreement is referred to in this report as the
"Deer Trail Lease".  The Deer Trail Lease required Unico to make monthly lease
payments and pay a 3% net smelter return on ore removed from the Deer Trail
Mine.

      Prior to the expiration of the Deer Trail Lease, Unico made an offer to
Crown Mines, L.L.C. to extend the term of the Deer Trail Lease until August
31, 2005 and exercise the option to purchase the Deer Trail Mine.  The parties
have tentatively agreed on the following terms:  (a) Unico will pay all past
due royalties, taxes, assessments and all other amounts presently owed under
the Deer Trail Lease (approximately $204,000) on or before September 1, 2004;
(b) Unico will pay a non-refundable payment of $1,000,000 on or before
September 1, 2004, which will be counted as a payment toward exercise of the
option to purchase the Deer Trail Mine if Unico pays an additional $3,000,000
to purchase the Deer Trail Mine on or before August 31, 2005; and (c) Unico
will continue to make the payments required under the Deer Trail Lease during
the extended lease term. Negotiations are continuing, and the terms
tentatively agreed to may change before a modification of the Deer Trail Lease
is signed by the parties.  Unico's ability to make the required payments is
dependent on Unico raising substantial equity capital and/or securing
substantial financing in the near future.  No assurance can be given that
Unico will be successful in its efforts to raise the necessary funds and/or
secure the necessary financing.  If Unico fails in this regard, Unico will
likely lose any rights it has to the Deer Trail Mine property.





                                3
<PAGE>



      Unico acquired the necessary permits to commence mining activities,
provided that the surface disturbance from the mining activities does not
exceed 10 acres for both mine and mill.  Unico is in the process of seeking a
permit from the State of Utah Division of Oil, Gas and Mining for large scale
mining operations.  Unico has filed to obtain a construction permit with the
State of Utah Department of Environmental Quality (both the Utah Division of
Air Quality and the Utah Division of Water Quality) for the Deer Trail Mine
tailings impoundment pond no. 2.

      Unico worked for more than two years to reopen the Deer Trail Mine.
Unico commenced mining activities in late March or early April 2001 on the
Deer Trail Mine.  To date, the mining activities have been fairly limited.
Unico presently has seven full time employees, two full time consultants, and
three part time consultants whose services are used on an as needed basis.
There have been between 2 and 5 miners at various times working full time in
the Deer Trail Mine both on mine development work and production work until
approximately October 2003.  Their efforts were concentrated in the 3400 Area
of the mine, from which they removed approximately 1,000 tons of ore per
month.  The ore has been stock-piled and some of it has been crushed.  Some of
the employees have worked on mine maintenance.

      Unico has completed a mill on site at the Deer Trail Mine.  In November
2001 Unico began milling activities.  Unico has started screening and crushing
ore dumps on the upper Deer Trail Mine and moving the materials to its ball
mill.

      We believe that there are a variety of mining companies and other
mineral companies that are potential purchasers for the lead concentrates,
zinc concentrates and other concentrates which we intend to sell as the end
product from our Deer Trail Mine mining and milling operations.

      The concentrates can be transported by either rail or truck, and there
are a variety of trucking companies that are willing and able to transport
concentrates to smelters or other places designated by purchasers.

      The Pennolies Smelter in Torreon, Mexico recently agreed to purchase
concentrates from Unico.  Unico has sent some concentrates to the Teck Cominco
Smelter in Trail, British Columbia, Canada to be tested and evaluated.
Depending on the results of the tests, Unico may sell concentrates to the Teck
Cominco Smelter.

The Deer Trail Mine Development Agreement.
-----------------------------------------

      On October 5, 1998 Unico entered into the Deer Trail Mine Development
Agreement with Guilderbrook, Inc. and Aurora Resources & Mining Corp.  The
Deer Trail Mine Development Agreement was entered into at a time when Unico
was seriously delinquent in its obligations under the Deer Trail Lease, and
needed assistance with making both delinquent lease payments and future lease
payments.  The Deer Trail Mine Development Agreement required Guilderbrook,
Inc. to provide $60,000 to Unico in order to pay past due lease payments and
to provide $9,000 per month for future lease payments.  In exchange for these
payments, Guilderbrook, Inc. was to receive 25% of the net profits from ore
sales, including all ore mined at the Deer Trail Mine.

      The Deer Trail Mine Development Agreement obligated Aurora Resources &
Mining Corp. to provide the mine operation's management along with the other
necessary additional equipment to begin mining operations at the Deer Trail



                                4
<PAGE>



Mine.  This was to be done with Aurora Resources & Mining Corp.'s financial
and additional capital equipment resources.  In consideration for this
contribution, the Deer Trail Mine Development Agreement provided that Aurora
Resources & Mining Corp. was to receive 50% of the net profits from all mined
ore sales from the Deer Trail Mine.

      The Deer Trail Mine Development Agreement provided that at a future time
when exercising the option to purchase the Deer Trail Mine under the Deer
Trail Lease, Guilderbrook, Inc. was to pay 25% of the option price, Aurora
Resources & Mining Corp. was to pay 50% of the option price and Unico was to
pay 25% of the option price.  In the event that the option is exercised under
the Deer Trail Lease, the Deer Trail Mine Development Agreement provided that
the full ownership interests of the parties, and the property, rights and
privileges, and any net smelter returns to be shared between the parties,
would then be own/shared on the following basis:

      .     Unico - 25%
      .     Guilderbrook, Inc. - 25%
      .     Aurora Resources & Mining Corp. - 50%.

Unico was to continue to be a leaseholder and operator of the Deer Trail Mine
property.

      In February 1999, Unico issued 500,000 shares of its common stock to
Aurora Resources & Mining Co. in exchange for a 26% net profits interest under
the Deer Trail Mine Development Agreement.  In October 1999, Aurora Resources
& Mining Corp. agreed to return to Unico Aurora's remaining 24% right to net
profits under the Deer Trail Mine Development Agreement.  As a result of the
February 1999 modification, Unico became entitled to 75% of any net profits
generated under the Deer Trail Mine Development Agreement, and Guilderbrook,
Inc. was entitled to the remaining 25% of any net profits.

      Guilderbrook, Inc. ceased making payments under the Deer Trail Mine
Development Agreement in approximately May, 2003.  It is possible that Unico
may seek to obtain a full release of any rights or claims Guilderbrook, Inc.
may have under the Deer Trail Mine Development Agreement.  In order to obtain
such a release, Unico may have to agree to pay some consideration to
Guilderbrook, Inc.

Silver Bell Mine.
-----------------

      In September and December 2000, Unico acquired all of the issued and
outstanding shares of stock of Silver Bell Mining Company, Incorporated, a
Utah corporation, in consideration for the issuance of 3,000,000 restricted
shares of Unico common stock.  Of the 3,000,000 shares of Unico common stock
issued in the acquisition, approximately 2,300,000 shares were issued to W.
Dan Proctor.  W. Dan Proctor is the President and a director of Silver Bell
Mining Company, Incorporated. Mr. Proctor also serves as a business consultant
to Unico and project manager.

      Silver Bell Mining Company, Incorporated was incorporated in the State
of Utah on April 26, 1993.  It has acquired 26 patented mining claims located
in American Fork Canyon, Utah County, Utah, which is organized into three
separate parcels.  The claims contain mining properties which have not been
mined for production since 1983.  The properties were mined primarily for
silver, lead and zinc.  There are no known, proven or probable reserves on the
property.




                                5
<PAGE>


      Unico conducted some exploration work on the Silver Bell Mine in Summer,
2003.  Unico plans to commence an exploration and resource definition program
at the Silver Bell Mine during Summer, 2004.  Unico may also seek a joint
venture mining partner to jointly develop the Silver Bell Mine.  Unico
anticipates that any ore mined from the Silver Bell Mine will be transported
to the Deer Trail Mine site where it will be crushed and milled.

Bromide Basin Mine.
-------------------

      On July 20, 2001, Unico entered into a Mining Lease and Option to
Purchase with Kaibab Industries, Inc., an Arizona corporation.  The parties
then entered into a Revised Mining Lease and Option to Purchase in April 2003
(the "Revised Kaibab Mining Lease").  Under the Revised Kaibab Mining Lease,
Kaibab Industries, Inc. has leased to Unico certain mining claims located in
the Henry Mountain Mining District in Garfield County, Utah containing
approximately 400 acres, which includes the Bromide Basin Mines.  The Revised
Kaibab Mining Lease runs until April 1, 2005, and grants to Unico the option
to purchase all of the property being leased.  The option is exercisable
during the two year term of the Revised Kaibab Mining Lease.  There are no
known, proven or probable reserves on the property.

      Under the Revised Kaibab Mining Lease, Unico has agreed to pay to Kaibab
Industries, Inc. a 5% net smelter return upon all ore taken from the property
during the term of the Revised Kaibab Mining Lease.  The Revised Kaibab Mining
Lease requires Unico to produce a minimum of 2,500 ounces of gold (or to pay
to Kaibab Industries, Inc. a net smelter return equivalent to the amount that
would have been paid if Unico had produced 2,500 ounces of gold) during the
first year ending March 31, 2004, and to produce a minimum of 5,000 ounces of
gold during the second year ending March 31, 2005.  In the event that Unico is
unable to meet the minimum production requirements, then Kaibab Industries,
Inc. may terminate the Revised Kaibab Mining Lease.

      Kaibab Industries, Inc. has indicated that it would like to review
Unico's plans for operations at the Bromide Mines in anticipation of the
upcoming 2004 mining season.  Currently there is no indication from Kaibab
Industries, Inc. that Unico is in default under the Revised Kaibab Mining
Lease, nor has Unico received a default notice as to the terms of the
agreement.

      Unico commenced mining efforts on the Bromide Basin Mines in September
2001 with five full time miners.  Ore removed from the Bromide Basin Mines is
transported to the Deer Trail Mine site where it is crushed and milled.
Because of the Bromide Basin Mine's high elevation, mining activities are
seasonal and occur only from May or early June through approximately
mid-November.

      Our 2003 mining activities on the Bromide Mine began with clearing snow
and rocks from access roads.  New discharge pipes were installed at the
Bromide Mine and then the tunnels were de-watered.

      During 2003, we had two problems that delayed progress at the Bromide
Mine. Our Mine rescue coverage, required by MSHA, was unexpectedly terminated
due to new policies at the company that had been covering our operations.
This forced us to discontinue all work at the Bromide Mine until new coverage
was secured and all MSHA concerns were satisfied.  Two wild fires in the




                                6

<PAGE>



Henry Mountains also forced us to stop mining activities until the fires were
contained.  During the fires, mine water was dedicated to the fire fighting
effort.

      During 2003, we continued exploration work in the Bromide Mine and
re-confirmed the existence of a high-grade gold structure.  We recovered 2.9
ounces of gold from a 400 pound sample of material extracted by crude methods
from the high-grade area in the Bromide Mine.  The work at the tunnel included
laying track to connect with track already in the tunnel, compressed air
service, and establishing electricity with the addition of a diesel-powered
generator.  We intend to use shrink, cut and fill stopping methods to extract
the gold rich ore from the Bromide vein via the El Padre tunnel.  In addition,
the mineralized rock from the Kimble and Turner can be extracted by mechanical
means and shipped for processing.

      Previous soil survey work revealed many prospective areas for the
discovery of more gold occurrences in the basin, but most importantly,
re-confirmed the strike of the Bromide, Crescent Creek and Kimble and Turner
mineralized structures.  Past drilling clearly established that gold
mineralization in Bromide Basin is structurally controlled and that no
disseminated mineralization in the country rock was encountered.

      The El Padre Tunnel will serve as access to the Bromide vein (400 feet
above the tunnel) and possibly others, and provide drainage for the Bromide
mine. Track for the El Padre Tunnel was obtained during the 2003 mining season
and transported to the mine site.  The high wall above the El Padre Tunnel was
secured and timbering of the portal was completed.  Preliminary ground
leveling work at El Padre was begun in order to properly lay the track from
the surface into the tunnel.  A mine locomotive, charger and other mining
equipment were also delivered to the El Padre.  All infrastructure for
completing the tunnel is in place.

      Static screens were installed at Kimble and Turner and previously
excavated gold rich mineralized rock was screened.  The gold recovered from
the fines was tested by simple gravity methods confirming a very high recovery
rate of coarse gold.  It is believed that the finer mesh gold (-10m) could be
liberated by further pulverizing the ore and additional grinding would
liberate even finer gold.  Limited amounts of Kimble and Turner material were
transported to a staging station where it could be loaded for delivery to the
Deer Trail mill in Marysvale, Utah.

      Despite some frustrations in the 2003 mining season, Unico was able to
improve the infrastructure at the Bromide mines and transport about 400 tons
of Bromide material to the Deer Trail mill; 235 tons coming from Hanksville,
Utah and 160 tons from Fredonia, Arizona, formerly a processing site for
Bromide-ore.

Plans for 2004 Mining Season.
----------------------------

      During the 2004 mining season, Unico intends to initially make
preparations to upgrade the infrastructure in and around the mine areas.
These improvements will provide more effective access to the general working
area of the mines and lay the groundwork for continuous operations through the
season.

      In the 2004 season, Unico is looking to increase the production levels
of the Bromide Basin mines.  To that end, primary planning will include the




                                7
<PAGE>




continuation and completion of the El Padre Tunnel and the development of
production headings within the bromide vein.

Smelting and Refining.
----------------------

      All of the smelting and refining of ore will be handled by other
companies.  Smelters capable of handling the Deer Trail concentrates include
the Cominco Lead and Zinc smelters in Trail, British Columbia, Canada, and the
Grupo Mexico (formerly Asarco) smelter in Torreon, Mexico.  Occasionally, high
grade copper-silver concentrates may be sent to the Noranda smelter in
Belledune, New Brunswick, Canada.

Dependence on Metal Prices.
--------------------------

      Unico's mining activities will be largely dependent on metal prices.
The prices may fluctuate on the world commodity markets and will be beyond the
influence of Unico.  A substantial reduction in the price of metals might
impede Unico's ability to economically mine or to raise additional capital.
Similarly, recent increases in metal prices have been beneficial to mining
companies, and may increase Unico's ability to acquire new capital.

Competition.
-----------

      Unico competes with many mining companies in the U.S. and throughout the
world.  The majority of Unico's competitors are much larger and better
financed than Unico.  Some of Unico's competitors have closed mining
operations in past years due to low metal prices.  Some mining operations have
been consolidated through mergers or other acquisitions. Recent increases in
metal prices have helped mining companies in expanding operations and in their
efforts to acquire new capital.

Employees.
---------

      Unico presently has seven full time employees, two full time consultants
and three part time consultants.  Five of these full time employees have
worked as miners.   The other full time employees include a project manager
and foreman.  Unico believes that it will increase its number of employees to
approximately 35 within the next twelve months.  In the event the mining
operations are successful, additional employees may be added in the future.

Governmental Regulation.
-----------------------

      Mining and/or processing activities are subject to numerous permitting
and environmental laws and regulations administered by active federal, state,
and local authorities, particularly the Utah Division of Oil, Gas and Mining.
Although the permits necessary for mining operations on the patented and
unpatented Deer Trail Mine claims and on the patented Silver Bell Mine claims
have already been obtained, Unico may be required to expand such permitting in
order to fully develop the properties.  In order to obtain expanded permits,
it may be necessary to gather and analyze baseline data, complete
environmental assessments or environmental impact statements with appropriate
steps to mitigate potential adverse impacts, and modify the proposed plans in
order to accommodate environmental impacts, all of which may take an
indeterminate amount of time to complete.

      The mining operations are regulated under the jurisdiction of the Mine
Safety and Health Administration or "MSHA" to some degree to insure safe
operations.  Without proper training of personnel and compliance to all MSHA
rules, the mine could be subject to heavy fines and closure.  Unico strives to
comply with MSHA regulations and maintain a good working relationship with


                                8
<PAGE>


MSHA.  The mining operations are subject to periodic inspections by MSHA
which, depending on the outcome of an inspection, could curtail production
until any violations have been cured.

      During approximately the last two years Unico has received some minor
citations from MSHA and fines have been assessed.  Unico is current on its
payment obligations with respect to outstanding fines.

Cost and Effect of Compliance with Environmental Laws.
-----------------------------------------------------

      Environmental regulations and guidelines have been established by state
and federal agencies to insure that the environment is not permanently
adversely impacted.  Unico presently has $38,000 in reclamation bonds with the
U.S. Forest Service and the Utah Division of Oil, Gas and Mining.  As Unico
expands its operations it will become necessary to comply with further
regulations for larger operations and more bonding will be required from time
to time.  Permitting will be an ongoing function of Unico's operations.


Item 2.  Description of Property.

Deer Trail Lease.
----------------

      On March 30, 1992, Unico entered into a Mining Lease and Option to
Purchase agreement with Deer Trail Development Corporation, with headquarters
in Dallas, Texas.  Deer Trail Development Corporation is now known as Crown
Mines, L.L.C.  The lease was to run for a period of 10 years, and cover 28
patented claims, 5 patented mill sites and 171 unpatented claims located
approximately 5 miles South of Marysvale, Utah.  It includes mine workings
known as the Deer Trail Mine, the PTH Tunnel and the Carisa and Lucky Boy
mines.

      A second Mining Lease and Option to Purchase ("Deer Trail Lease") was
entered into between the same parties on December 1, 2001 which replaced the
initial lease.  The Deer Trail Lease expired June 1, 2004.  Under the Deer
Trail Lease Unico has been required to pay as rental for the leased claims, a
five percent (5%) royalty upon all ore taken and sold from the premises, with
a minimum royalty of $10,000 per month, regardless of the amount of actual
production from the Lease during any given month.  Unico was also required to
pay all utility costs and taxes on the claims estimated to be approximately
$25,000 per year.  The Deer Trail Lease granted to Unico an option to purchase
all the claims and mill sites, including all dumps, equipment and personal
property contained therein at a price of $4,000,000 plus the lessor would
retain a carried interest of three percent (3%) of net smelter returns from
the claims in perpetuity.  The option could be exercised at any time prior to
the termination date of the Deer Trail Lease.

      Prior to the expiration of the Deer Trail Lease, Unico made an offer to
Crown Mines, L.L.C. to extend the term of the Deer Trail Lease until August
31, 2005 and exercise the option to purchase the Deer Trail Mine.  The parties
have tentatively agreed on the following terms:  (a) Unico will pay all past
due royalties, taxes, assessments and all other amounts presently owed under
the Deer Trail Lease (approximately $204,000) on or before September 1, 2004;
(b) Unico will pay a non-refundable payment of $1,000,000 on or before
September 1, 2004, which will be counted as a payment toward exercise of the
option to purchase the Deer Trail Mine if Unico pays an additional $3,000,000
to purchase the Deer Trail Mine on or before August 31, 2005; and (c) Unico
will continue to make the payments required under the


                                9
<PAGE>


Deer Trail Lease during the extended lease term.  Negotiations are continuing,
and the terms tentatively agreed to may change before a modification of the
Deer Trail Lease is signed by the parties.  Unico's ability to make the
required payments is dependent on Unico raising substantial equity capital
and/or securing substantial financing in the near future.  No assurance can be
given that Unico will be successful in its efforts to raise the necessary
funds and/or secure the necessary financing.  If Unico fails in this regard,
Unico will likely lose any rights it has to the Deer Trail Mine property.

The Deer Trail Mine.
-------------------

      The Deer Trail claims are located in the Tushar Mountains of East
Central, Utah in the Mount Baldy and Ohio Mining districts.  They are located
on Deer Trail Mountain, approximately 5 miles South of Marysvale, Utah and are
accessible by a gravel county road which is in good condition.  There are no
known, proven or probable reserves on the property.

      The Deer Trail ore body was first discovered by deer hunters in 1878.
The ore body originally cropped out at the surface.  It is estimated that
between 1878 and 1917, about 10,000 tons of ore were mined.  A small mill was
installed in 1918, and between 1918 and 1923 the mine produced about 138,000
tons of predominately oxidized ore averaging 1.38 opt gold, 11.49 opt silver
and 3.26% lead.  Zinc and copper were not recovered.  In 1923, mining was
suspended when the workings encountered a fault that cut off the ore, and for
more than 20 years production was limited to drawing stopes and removing
pillars.  In 1945, the PTH tunnel was started to explore for the faulted
extension of the Deer Trail ore body.  The 3,400 ore body was encountered
unexpectedly by this tunnel and a total of 5,000 tons of ore averaging 2.84%
lead, 0.76% copper, 6.26% zinc, 15.17 opt silver and 0.19 opt gold were
shipped.  By 1964, the PTH tunnel had intersected the offset part of the Deer
Trail ore body.  From 1964 until 1981 this segment of the ore body produced
over 100,000 tons of unoxidized sulfide ore averaging 5% lead, 0.6% copper,
12% zinc, 15 opt silver, and 0.10 opt gold.  The present working face is still
in ore.

      The PTH Tunnel penetrates more than 10,000 feet with a developed network
of tunnels, shafts and raises at the 3,400 foot area and at the 8,000 foot
area and was mined extensively for gold and silver for about 20 years.  The
timbered and ventilated tunnel includes more than two miles of track for ore
cars accessed through a covered entrance structure.

      The mine facilities also include ore cars, battery operated engines, an
engine storage and charging house, a electric power substation, a miner's
locker room, a compressor building, a 1000 gallon underground gasoline storage
tank with gas pump, two front end loaders, three dump trucks and a general
office, lab and core sampling facility.  Unico believes water is accessible to
the site.

      The Deer Trail mining property was developed by the Deer Trail
Development Corporation, now known as Crown Mines, LLC, and is presently owned
by the same company, located in Dallas, Texas.  The property has been leased
out several times since production ceased in 1981.  There has been little
production since then.  Several major mining companies have explored the
property.  These include Noranda, Phelps Dodge and Goldfields.  One





                                10
<PAGE>

smaller company drilled and analyzed the mill tailings from the upper Deer
Trail Mine area in 1990.  The results of the drilling and other tests were not
conclusive, and at present there are no known proven or probable reserves on
the claims.

      Unico leased the property effective June 1, 1992 and has been actively
working to re-open the mine since then.  Unico has produced a few small lots
of ore from the stopes in the 8600 area of the PTH tunnel for testing and
evaluation purposes, and has developed several excellent targets within those
workings.  In April 2001, Unico began limited mining operations which were
concentrated in the 3400 area of the mine until underground mining operations
temporarily stopped in October 2003.  Unico plans to resume underground mining
operations in Summer, 2004.

Deer Trail Mine Geological Information.
--------------------------------------

      The Deer Trail mine workings expose westerly dipping sedimentary rocks
of three units: the Toroweap and Queantoweap Formations and the Callville
Limestone.  The Deer Trail ore body is in the lower part of the Toroweap
Formation and consists of a nearly continuous group of semiconcordant
replacement bodies flanking a central vein.  About half of this ore body is
exposed in the Old Deer Trail mine workings and is oxidized; the other half is
located in the 8600 area workings and consists of unoxidized sulphide ore. The
Queantoweap Formation, which underlies the Toroweap, is a quartzite and hosts
no known mantos.  The underlying Callville Limestone contained the 3400 ore
body.

      The Toroweap Formation exposed in the 8600 area consists of a wide range
of interbedded lithologies, including quartzite, limestone, dolomite, shale,
and chert, which form 50 or more recognizable units ranging in thickness from
a inch to several feet.  In contrast, the underlying Queantoweap Sandstone
consists of a fairly uniform medium-grained, well-sorted massive quartzite.

      The Calville Limestone in the Deer Trail mine lacks marker beds, and
lithologic facies change rapidly.  The rocks are cut by several faults of
unknown displacement.  The marked lateral variations in lithology have made it
possible to identify only seven correatable stratigraphic assemblages.  The
upper 240 feet of the Callville Limestone in the 3400 area consists dominantly
of mudstones containing quartz silt, evaporite nodules, and sponge spicules.
Below 240 feet, dolomite containing microfossils and peloids is abundant and
evaporites are absent.  In the 8600 area, the Callville has been observed in
drill core and there it contains thick beds of course-grained anhydrite.

      The Toroweap Formation in the mine area strikes generally north-south
and dips 201 W.  The Deer Trail ore body rakes across this inclination with a
bearing of N 701 W, so the average plunge of the ore zone into Deer Trail
Mountain is about 181.

      The mantos in the Old Deer Trail mine workings closely followed the axis
of the Deer Trail anticline, a relationship that was used to guide
development.  In the 8600 area, however, the mantos and the anticline axis
diverge and the deepest workings are about 1500 feet apart.

      The Deer Trail ore body consists of a semicontinuous group of narrow,
elongate strata-bound replacement bodies developed adjacent to a central




                                11
<PAGE>





vein.  The ore body has a sinuous ribbon like shape in plain view and has been
mined for a length of approximately 5,525 feet over a width averaging 32 to 38
feet and a height averaging about 15 to 30 feet.

      A set of cross faults that trends east-northeast and dip steeply to the
north are exposed in the mine workings in the 8600 area.  These have an
aggregate stratigraphic throw of about 150 feet, down to the north.  One of
these faults is the 18 Drift fault or 18 North fault.  These faults are now
occupied by quartz veins as much as 15 feet thick that contain substantial
quantities of lead, zinc, arsenic, silver, gold, copper and molybdennum.  The
18 north fault consists of quartz with good values in gold, silver and copper
with very little other metals which could possibly be marketed to smelters as
a flux.

Deer Trail Mine Workings.
------------------------

     The mine workings at the Deer Trail consist of the upper Old Deer Trail
mine workings and the PTH tunnel mine workings.  The Old Deer Trail mine
consists of three levels, approximately 100 vertical feet apart.  The first
level was first accessed from the surface through the discovery shaft of 1878,
with several adits interconnecting from the surface.  The second level or the
No. 2 Tunnel level is accessed through one known tunnel and consists of
several large stopes interconnected with a series of drifts, winzes, and
raises.  The third level or the No. 3 Tunnel level was used as a haulage
tunnel and was the main level of the Old Deer Trail mine.  It consists of
drifts and raises all accessed by 18" narrow gauge track.  The present
workings are only partially accessible.  Many drifts have caved.  All three
levels are interconnected allowing for good ventilation.

     The PTH Tunnel workings underlie the Old Deer Trail workings by
approximately 450 feet and accessed 4,000 feet to the south.  The PTH Tunnel
was started in 1945 to intersect the faulted Deer Trail ore body.  It is a
5'x7' tunnel that extends over 10,000 feet into Deer Trail Mountain.  Almost
all areas of these workings are accessed by 18" narrow gauge track.  The
tunnel trends to the north-northwest paralleling the base of Deer Trail
Mountain.  At approximately 3,400 feet the tunnel intersected unexpectedly
mineralization in the Callville Limestone.  This mineralization was developed
on the PTH Tunnel level as well as two levels below 100 vertical feet apart.
Bedded mineralization associated with the Wet Fault was produced via a series
of drifts, winzes, stopes and raises.  A ventilation/escape shaft was driven
to the surface in this area.  The tunnel next encountered mineralization at
approximately 8,600 feet, where the tunnel encountered the continuation of the
Deer Trail ore body.  Several thousand feet of drifts was driven to explore
and exploit the deposit.  An internal shaft was driven 250 feet to gain access
to the shallowing dipping ore where three more levels were established.  Again
several hundred feet of drifts, stopes, raises and winzes were driven to mine
the ore body.

      Water was encountered in the 280 winze and pumps were installed in order
to continue mining.  Mining was stopped in 1981 due to lack of processing and
smelting facilities.  The present face in the 280 area is still in ore.   The
width of the face was increasing as well as the value of the ore.  A raise to
connect the PTH workings with the Old Deer Trail Mine was started located
approximately where the PTH Tunnel crossed the 18 North fault.  It is
presently up 140 feet.




                                12
<PAGE>



Deer Trail Mine Mineral Resources.
---------------------------------

      The resources have been outlined above.  However, further efforts to
increase the mineable resources of the mine are being explored.  Unico has
plans to begin a drilling program in an attempt to prove up reserves.  Unico
is also evaluating ways to mine more efficiently in order to mine lower grade
ores at a profit. Unico is evaluating whether cyanide may be used to increase
mining yields.  Recently, Unico acquired two heavy media separators. The heavy
media separator is a method whereby low grade material can be upgraded
underground for less than $2.50 per ton.  Areas left undeveloped in the mine
due to the amount of waste rock between narrow mineralized beddings might
effectively be produced by using heavy media separator technology.

      The Deer Trail deposit is similar to many deposits in Utah, such as
Tintic and Park City, where mine reserves were drilled approximately two years
ahead of production due to the nature of the deposits and the costs involved
in drilling out entire reserves before mining began.  It is planned that
reserves in the Deer Trail will be established two to three years ahead of
production.  Exploration drilling will be conducted in conjunction with mine
production.  Several prospective targets will be drilled from underground as
the workings advance.

      To date only two known mineralized horizons have been exploited.  Unico
believes the underlying formations contain very favorable horizons for
mineralization.  But they have yet to be tested.  Unico believes the potential
is excellent that more mineralization will be discovered.

Unico's Purchase of 680 Acres Near the Deer Trail Mine.
------------------------------------------------------

      On August 28, 2000, Unico entered into a Sales Agreement to purchase
approximately 680 acres of raw ground located in Piute County, State of Utah,
adjacent to the existing Deer Trail Mine property leased by Unico.  The
property was purchased from Tech-Sym Corporation of Houston, Texas.

      The property was purchased for $200,000 of which $50,000 was paid as
down payment, and the balance of $150,000 was paid in April 2001.

      Unico purchased the property for the purpose of establishing a mill site
on the property and to use as a place to store waste rock from mining
operations, and for other general mining and business purposes.

      In June 2002, this property was encumbered by a trust deed securing a
loan in the amount of $200,000 which was used to finance general operations of
Unico.

Silver Bell Mine.
----------------

      On December 6, 2000, Unico acquired all of the issued and outstanding
shares of stock of Silver Bell Mining Company, Incorporated, a Utah
corporation, in consideration for the issuance of 3,000,000 restricted shares
of Unico common stock.  In June 2002, all of the Silver Bell Mining claims
were encumbered by a trust deed securing a loan in the amount of $350,000
which was used to finance general operations of Unico.

      Silver Bell Mining Company, Incorporated was incorporated in the State
of Utah on April 26, 1993.  It has acquired 26 patented mining claims located
in American Fork Canyon, Utah County, Utah, which is organized into three


                                13
<PAGE>


separate parcels.  The claims contain mining properties which have not been
mined for production since 1983.  The properties were mined primarily for
silver, lead and zinc.  There are no known, proven or probable reserves on the
property.

      The Silver Bell deposit was first discovered in 1871 by soldiers
stationed at Fort Douglas in Salt Lake City.  Mining was confined to select
high grade ores averaging 100 ounces per ton in silver.  The workings
consisted of an adit and a winze and ore was lowered down the mountain by
means of a cable and rail system.  The mine was enlarged to accommodate larger
equipment in 1980 and some ore was produced which averaged 22 ounces in silver
per ton of ore.  The deposit consists of a single fissure or vein known as the
Silver Bell fissure which averages six feet in width and dips to the NW at 62
degrees.  It has been exposed for over 300 feet in depth and over 1,200 feet
of strike length.  Associated with the fissure several mineralized horizons
(mantos) have been encountered.  Recent independent sampling done by Watts,
Grifiths, and McQuat and others demonstrate that the mantos are far richer
than the vein mineralization with values as high as 120 ounces per ton silver.
The deposit contains both oxide and sulphide ore rich in silver, lead, zinc
and copper.  The sulphide mineralization contains more values than the oxides.
The mineralized system is located within the Maxfield cambrian limestone unit
and extends down through the Ophir units into the Tintic Quartzite.  There is
presently an estimated resources of over 100,000 tons.

      Unico conducted some exploration work on the Silver Bell Mine in Summer,
2003.  Unico plans to commence an exploration and resource definition program
at the Silver Bell Mine during Summer, 2004.  Unico may also seek a joint
venture mining partner to jointly develop the Silver Bell Mine.  Unico
anticipates that any ore mined from the Silver Bell Mine will be transported
to the Deer Trail Mine site where it will be crushed and milled.

Bromide Basin Mines.
--------------------

      On July 20, 2001, Unico entered into a Mining Lease and Option to
Purchase with Kaibab Industries, Inc., an Arizona corporation.  The parties
then entered into a Revised Mining Lease and Option to Purchase in April 2003
(the "Revised Kaibab Mining Lease").  Under the Revised Kaibab Mining Lease,
Kaibab Industries, Inc. has leased to Unico certain mining claims located in
the Henry Mountain Mining District in Garfield County, Utah containing
approximately 400 acres, which includes the Bromide Basin Mines.  The Revised
Kaibab Mining Lease runs until April 1, 2005, and grants to Unico the option
to purchase all of the property being leased.  The option is exercisable
during the two year term of the Revised Kaibab Mining Lease.  There are no
known, proven or probable reserves on the property.

      As consideration for the Revised Kaibab Mining Lease, Unico has agreed
to pay to Kaibab Industries, Inc. a 5% net smelter return upon all ore taken
from the property during the term of the Revised Kaibab Mining Lease.  The
Revised Kaibab Mining Lease requires Unico to produce a minimum of 2,500
ounces of gold (or to pay to Kaibab Industries, Inc. a net smelter return
equivalent to the amount that would have been paid if Unico had produced 2,500
ounces of gold) during the first year ending March 31, 2004, and to produce a
minimum of 5,000 ounces of gold during the second year ending March 31, 2005.
In the event that Unico is unable to meet the minimum production requirements,
then Kaibab Industries, Inc. may terminate the Revised Kaibab Mining Lease.


                                14

<PAGE>





      Kaibab Industries, Inc. has indicated that it would like to review
Unico's plans for operations at the Bromide Mines in anticipation of the
upcoming 2004 mining season.  Currently there is no indication from Kaibab
Industries, Inc. that Unico is in default under the Revised Kaibab Mining
Lease, nor has Unico received a default notice as to the terms of the
agreement.

Purchase of Mining Equipment.
----------------------------

      In April 2003, Unico purchased certain mining equipment from Kaibab
Industries, Inc. for $165,000.  To pay for the equipment, Unico executed a
promissory note which requires Unico to make payments of $2,000 per month
until April 1, 2005 at which time Unico must pay the balance in full.  Kaibab
Industries, Inc. has a security interest in the mining equipment purchased
until it is paid for in full.  Unico is current on its payment obligations for
the purchase of this mining equipment.


Item 3.  Legal Proceedings.

      Except as described below, Unico is not:

      .   a party to any material pending legal proceedings;

      .   its property is not subject to any material pending legal
          proceedings; and

      .   to the best of Unico's knowledge, no governmental authority or other
          party has threatened or is contemplating the filing of any material
          legal proceedings against Unico:

                On August 8, 1996, The Allen Ball and Connie Ball Living Trust
          filed a lawsuit against Unico in the Third Judicial District Court
          in and for Salt Lake County, State of Utah (Case No. 960905503) in
          which the trust sought to collect approximately $286,000 plus
          accrued interest on a promissory note from Unico.  In September 1996
          Unico filed its answer to the complaint alleging that the promissory
          note had been paid in full through the issuance of 151,512 shares of
          Unico common stock.  Unico denies any liability. This case has been
          inactive for approximately six years.


Item 4.  Submission of Matters to a Vote of Security Holders.

      No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.

      On May 21, 2004 a Special Meeting of Shareholders of Unico was held.
Proxies for the meeting were solicited pursuant to Regulation A.  The
following three matters were voted upon, and approved, by the shareholders:

      .    A proposal to amend Unico's Articles of Incorporation to increase
           the number of Unico's authorized common shares from 100,000,000 to
           500,000,000 shares, and establish a class of preferred stock, with
           20,000,000 shares



                                15
<PAGE>



           authorized, with such preferences, limitations and relative rights
           as may be determined in the discretion of Unico's Board of
           Directors.

      .    A proposal to ratify and approve Unico's Board of Director's
           actions to:  (a) grant presently outstanding warrants to purchase
           up to 3,015,000 shares of Unico's common stock which were granted
           during 2002, 2003 and/or 2004; and (b) grant presently outstanding
           stock options to purchase up to 300,000 shares of Unico's common
           stock which were granted during June 2002.

      .    A proposal to approve and authorize the sale of shares of Unico's
           common stock at prices to be established by the Board of Directors
           which may be below Unico's net asset value per share.

      The first proposal described above was approved with 55,844,878 shares
voting in favor, 1,798,287 shares voting against and 65,075 shares abstaining.
The second proposal described above was approved with 55,788,138 shares voting
in favor, 1062,400 shares voting against and 857,702 shares abstaining.  The
third proposal described above was approved with 55,788,138 shares voting in
favor, 1,062,400 shares voting against and 81,075 shares abstaining.


                             PART II


Item 5.  Market for Common Equity and Related Stockholder
         Matters.

Market information.
------------------

      Our common stock is traded in the over-the-counter market and quoted on
the NASD's OTC bulletin board under the ticker symbol "UNCN".  The shares are
thinly traded and a limited market presently exists for the shares.  The
following table describes, for the respective periods indicated, the prices of
Unico common stock in the over-the-counter market, based on inter-dealer bid
prices, without retail mark-up, mark-down or commissions and may not
necessarily represent actual transactions.  The quotations have been provided
by market makers in common stock and/or Pink Sheets, LLC.

Quarter ended                 High bid          Low bid
-------------                 --------          ---------

May 31, 2002                   $.17              $.065
August 31, 2002                $.175             $.075
November 30, 2002              $.105             $.055
February 28, 2003              $.092             $.059
May 31, 2003                   $.076             $.037
August 31, 2003                $.057             $.021
November 30, 2003              $.08              $.027
February 29, 2004              $.176             $.075





                                16

<PAGE>








Number of Stockholders.
----------------------

      As of May 27, 2004 there were approximately 530 stockholders of record.
Because many of the shares are held in broker or street name, Unico believes
that it has significantly more than 530 beneficial stockholders.

Dividend Information.
---------------------

      We have not paid any dividends during the last two fiscal years or since
then.  We currently intend to retain any earnings to finance the development
and expansion of our operations and do not anticipate paying cash dividends or
making any other distributions on our shares of common stock in the
foreseeable future.  Our future dividend policy will be determined by our
board of directors on the basis of various factors, including our results of
operations, financial condition, business opportunities and capital
requirements.

      Under Arizona state corporate law, no dividends may be paid if, after
giving effect to the dividends, either:  (a) Unico would not be able to pay
its debts as they become due in the usual course of business; or (b) Unico's
total assets would be less than the sum of its total liabilities plus, unless
Unico's articles of incorporation provide otherwise, the amount that would be
needed, if Unico were to be dissolved at the time of the distribution, to
satisfy the preferential rights on dissolution of shareholders whose
preferential rights are superior to those receiving the dividend.

Recent Sales of Unregistered Securities.
---------------------------------------

      During the fourth quarter of the fiscal year ended February 29, 2004,
Unico made the following sales of securities which were not registered under
the Securities Act of 1933:




Date         Recipient           No. of Shares     Consideration    Valuation
-----        ---------           -------------     -------------    ----------

1/20/2004    Michael Margolin    260,000           Cash             $26,000


Mr. Margolin also received options to purchase an equal number of shares at
the same cash price per share during the two years following his stock
purchase.

      All of the shares described above in the table and the options described
above were sold or granted directly by Unico, and no underwriters were
involved in the transactions.  Unico relied on section 4(2) of the Securities
Act of 1933 in making all sales of securities to the purchasers.  No
advertising or general solicitation was employed in offering the shares.  Each
purchaser received disclosure information concerning Unico.  Each purchaser
also had the opportunity to investigate Unico and ask questions of its
president and board of directors.  The securities sold were offered for
investment purposes only and not for the purpose of resale or distribution.
The transfer of the shares sold was appropriately restricted by Unico.

      For information concerning sales of shares of Unico's common stock by
Unico which were not registered under the Securities Act of 1933 during the
first nine months of the fiscal year ended February 29, 2004, please refer to

                                17
<PAGE>


      Unico's quarterly reports for the quarters ended May 31, 2003, August
31, 2003, and November 30, 2003.  For information concerning sales of shares
of Unico's Common Stock by Unico which were not registered under the
Securities Act of 1933 during the fiscal years ended February 28, 2003 and
2002 please refer to Unico's annual reports on Form 10-KSB for the fiscal
years ended February 28, 2003 and 2002, respectively, and to Unico's quarterly
reports on Form 10-QSB for the quarters ended May 31, 2001 and 2002, August
31, 2001 and 2002 and November 30, 2001 and 2002.


Item 6.  Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.
-----------------

      During the next 12 months, our plan of operation consists of the
following:

      .   Commence a drilling program in an attempt to prove up the reserves
          at the Deer Trail Mine, and have the samples tested by an
          independent third party;
      .   Continue to upgrade the existing mill at the Deer Trail Mine;
      .   Upgrade the mine infrastructure at both the Deer Trail and Bromide
          Basin Mines;
      .   Construct an on-site lab at the Deer Trail Mine to test samples and
          conduct in-house assays;
      .   Continue sampling and testing ore from the Bromide Basin and Deer
          Trail Mines to evaluate the most efficient means to conduct mining
          and milling activities;
      .   Continue to screen, crush and process the ore dumps on the upper
          Deer Trail Mine;
      .   Increase mining activities at the Deer Trail Mine and the Bromide
          Basin Mine;
      .   Increase milling activities at the Deer Trail Mine;
      .   Increase the number of full-time employees from seven to
          approximately 35, and hire a full time metallurgist as part of this
          process;
      .   Explore the possibility of obtaining a joint-venture partner to more
          fully develop Unico's mining operations;
      .   Begin an exploration and resource definition program at the Silver
          Bell Mine during the Summer, 2004.
      .   Acquire new mining equipment and vehicles to improve operations at
          the Deer Trail Mine and Bromide Basin Mine;
      .   Exercise an option to purchase the Deer Trail Mine for $4,000,000;
          and
      .   Raise a minimum of $5,000,000 in additional equity capital, loans
          and/or other financing transactions.

      Accomplishing our 12-month plan of operations is dependent on the
Company raising approximately $5,000,000 in equity and/or debt financing
during the next 12 months.  The Company's current cash will sustain operations
for approximately 60 days.

Management's discussion and analysis of financial
-------------------------------------------------
condition and results of operations.
-----------------------------------

      Results of operations.  For the fiscal year ended February 29, 2004,
Unico reported revenues of $15,450 which is $15,450 greater than the revenues

                                18

<PAGE>


of $0 reported for the fiscal year ended February 28, 2003.  The revenues
earned in the fiscal year ended February 29, 2004 were generated from the sale
of concentrates to a smelter in Mexico.  Costs of revenues for the fiscal year
ended February 29, 2004 was $12,180, compared to cost of revenues of $0 for
the fiscal year ended February 29, 2003.  During the year ended February 29,
2004, Unico experienced a net loss in the amount of $2,723,002, or
approximately ($0.03) per share, which is $2,098,835 larger than the net loss
of $624,167, or approximately ($0.01) per share, incurred in the fiscal year
ended February 28, 2003.

      Unico attributes the increased net loss for the fiscal year ended
February 29, 2004 primarily to a $1,649,503 increase in general and
administrative expenses, a $638,025 decrease in gain or expiration of debt, a
$73,003 increase in interest expense and an increase in depreciation and
amortization expenses of $19,555, partially offset by a decrease of $279,260
in bad debt expense.  The substantial increase in general and administrative
expenses for the fiscal year ended February 29, 2004 is attributable to the
substantial number of shares of Unico's common stock issued to consultants
during this period.  Unico anticipates that general and administrative
expenses will increase as additional employees are hired in order to increase
Unico's mining operations.

      Liquidity and capital resources.  Unico's stockholders' deficit
increased $1,029,946 in the year ended February 29, 2004, from a deficit of
($1,208,695) as of February 28, 2003 to a deficit of ($2,238,641) as of
February 29, 2004.  Cash and cash equivalents decreased $557 to $33,000 at
February 29, 2004 from $33,557 at February 28, 2003.

      Cash used in operating activities for the year ended February 29, 2004
reflects a net loss of $2,723,002, partially offset by non-cash expenses of
$1,560,000 for stock issued for services, $97,619 for depreciation and
amortization expenses, a $411,145 increase in accounts payable and other
liabilities, and a $24,556 non-cash expense for warrants issued below market
value.

      Cash used in investing activities includes $11,490 for the purchase of
fixed assets.

      Unico's other major cash needs include raising additional funds to
exercise Unico's option to purchase the Deer Trail Mine for $4,000,000.  Unico
must raise substantial additional funds for that purpose.

      Presently our liquid resources are sufficient to support operations for
approximately 60 days.  We are dependent on raising approximately $5,000,000
to successfully implement our 12 month business plan described above.

      Our auditors have issued a "going concern" opinion in note 8 of our
audited financial statements, indicating we do not have established revenues
sufficient to cover our operating costs and to allow us to continue as a going
concern. If we are successful in raising an additional $5,000,000 in equity or
debt capital or through other financing transactions in the next 12 months, we
believe that Unico will have sufficient funds to meet operating expenses until
income from mining operations should be sufficient to cover operating
expenses.

      We intend to seek additional capital from private sales of Unico's
common stock and, if necessary, from loans from our management and/or others.





                                19
<PAGE>


In the event income from mining operations is delayed or is insufficient to
cover operating expenses, then Unico will need to seek additional funds from
equity or debt financing, for which we have no commitments.

      Deer Trail Lease termination; option to purchase.  The Deer Trail Lease
expired June 1, 2004.  Prior to the expiration of the Deer Trail Lease, Unico
made an offer to Crown Mines, L.L.C. to extend the term of the Deer Trail
Lease until August 31, 2005 and exercise the option to purchase the Deer Trail
Mine.  The parties have tentatively agreed on the following terms:  (a) Unico
will pay all past due royalties, taxes, assessments and all other amounts
presently owed under the Deer Trail Lease (approximately $204,000) on or
before September 1, 2004; (b) Unico will pay a non-refundable payment of
$1,000,000 on or before September 1, 2004, which will be counted as a payment
toward exercise of the option to purchase the Deer Trail Mine if Unico pays an
additional $3,000,000 to purchase the Deer Trail Mine on or before August 31,
2005; and (c) Unico will continue to make the payments required under the Deer
Trail Lease during the extended lease term.  Negotiations are continuing, and
the terms tentatively agreed to may change before a modification of the Deer
Trail Lease is signed by the parties.  Unico's ability to make the required
payments is dependent on Unico raising substantial equity capital and/or
securing substantial financing in the near future.  No assurance can be given
that Unico will be successful in its efforts to raise the necessary funds
and/or secure the necessary financing.  If Unico fails in this regard, Unico
will likely lose any rights it has to the Deer Trail Mine property.




Item 7.  Financial Statements.




               UNICO, INCORPORATED AND SUBSIDIARIES
                CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 29, 2004



                                20



<PAGE>

                         C O N T E N T S


Independent Auditors' Report............................................ 22

Consolidated Balance Sheet.............................................. 23

Consolidated Statements of Operators.................................... 25

Consolidated Statements of Stockholders' Equity (Deficit)............... 26

Consolidated Statements of Cash Flows................................... 34

Notes to Consolidated Financial Statements.............................. 36


<PAGE> 21



                  INDEPENDENT AUDITORS'  REPORT


Unico, Incorporated and Subsidiaries
Board of Directors
Magalia, California

We have audited the accompanying consolidated balance sheet of Unico,
Incorporated and Subsidiaries as of February 29, 2004 and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the years ended February 29, 2004 and February 28, 2003 and from inception of
the exploration stage on March 1, 1997 through February 29, 2004. These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Unico, Incorporated and Subsidiaries as of February 29, 2004 and the
results of their operations and their cash flows for the years ended February
29, 2004 and February 28, 2003 and from inception of the exploration stage on
March 1, 1997 through February 29, 2004 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 8 to
the consolidated financial statements, the Company is an exploration stage
company with minimal operating revenues to date and a deficit in working
capital, which together raises substantial doubt about its ability to continue
as a going concern.  Management's plans in regard to these matters are also
described in Note 8.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ HJ Associates & Consultants, LLP

HJ Associates & Consultants, LLP
Salt Lake City, Utah
June 11, 2004



<PAGE> 22

               UNICO, INCORPORATED AND SUBSIDIARIES
                    Consolidated Balance Sheet





                              ASSETS
                             -------



                                                              February 29,
                                                                  2004
                                                             --------------
CURRENT ASSETS

  Cash and cash equivalents                                  $      33,000
  Certificate of deposit                                             5,358
                                                             --------------

     Total Current Assets                                           38,358
                                                             --------------
PROPERTY AND EQUIPMENT

  Property and equipment, net (Note 4)                             903,252
                                                             --------------
OTHER ASSETS

  Refundable deposit                                                   500
  Reclamation bond                                                  38,401
                                                             --------------

    Total Other Assets                                              38,901
                                                             --------------

      TOTAL ASSETS                                           $     980,511
                                                             ==============
















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

                                23

<PAGE>







               UNICO, INCORPORATED AND SUBSIDIARIES
              Consolidated Balance Sheet (Continued)



          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
         -----------------------------------------------

                                                                February 29,
                                                                    2004
                                                               -------------

CURRENT LIABILITIES

  Bank overdraft                                               $      9,211
  Accounts payable                                                   54,354
  Accrued expenses                                                  263,778
  Notes payable - related party (Note 6)                            985,324
  Notes payable - current (Note 5)                                  781,300
  Accrued interest payable                                          276,289
  Accrued interest payable - related party                          143,614
  Commitments and contingencies (Note 9)                            156,816
                                                               -------------

     Total Current Liabilities                                    2,670,686
                                                               -------------
LONG TERM LIABILITIES

  Notes payable - non current (Note 5)                              548,466
                                                               -------------

    Total Long-Term Liabilities                                     548,466
                                                               -------------

    Total Liabilities                                             3,219,152
                                                               -------------

STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock, 20,000,000 shares authorized at $0.001
   par value, no shares issued or outstanding                             -
  Common stock, 500,000,000 shares authorized at $0.10 par
   value; 90,962,974 shares issued and outstanding                9,096,299
  Additional paid-in capital                                        810,437
  Deficit accumulated prior to exploration stage                 (3,788,522)
  Deficit accumulated during the exploration stage               (8,356,855)
                                                               -------------

     Total Stockholders' Equity (Deficit)                        (2,238,641)
                                                               -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)     $    980,511
                                                               =============







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

                                24
<PAGE>

               UNICO, INCORPORATED AND SUBSIDIARIES
              Consolidated Statements of Operations

                                                                 From
                                                                 Inception
                                                                 of the
                                                                 Exploration
                                                                 Stage on
                                                                 March 1,
                                         For the Years Ended     1997 Through
                                      February 29,  February 28, February 29,
                                         2004           2003     2004
                                     ------------- ------------- -------------

REVENUES                             $     15,450  $          -  $     15,450

COST OF REVENUES                           12,180             -        12,180
                                     ------------- ------------- -------------

GROSS PROFIT                                3,270             -         3,270
                                     ------------- ------------- -------------
EXPENSES

  Bad debt expense                              -       279,260       279,260
  General and administrative            2,419,098       769,595     6,195,421
  Depreciation                             97,619        78,064       399,762
                                     ------------- ------------- -------------

    Total Expenses                      2,516,717     1,126,919     6,874,443
                                     ------------- ------------- -------------

     Loss from Operations              (2,513,447)   (1,126,919)   (6,871,173)
                                     ------------- ------------- -------------
OTHER INCOME (EXPENSES)

  Interest income                             258         1,537        14,215
  Interest expense                       (209,813)     (136,810)   (1,109,367)
  Decline in value assets                       -             -      (651,810)
  Settlement of debt                            -             -       (91,000)
  Gain on expiration of debt                    -       638,025       638,025
  Loss on valuation of asset                    -             -      (309,817)
  Gain on gold contract                         -             -        24,072
                                     ------------- ------------- -------------

    Total Other Income (Expenses)        (209,555)      502,752    (1,485,682)
                                     ------------- ------------- -------------

NET LOSS                             $ (2,723,002) $   (624,167) $ (8,356,855)
                                     ============= ============= =============

NET LOSS PER SHARE                   $      (0.03) $      (0.01)
                                     ============= =============
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                    82,060,583    73,518,755
                                     ============= =============

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


                                25

<PAGE>
<TABLE>
<CAPTION>

                       UNICO, INCORPORATED AND SUBSIDIARIES
             Consolidated Statements of Stockholders' Equity (Deficit)

                                        Common Stock       Additional    Stock
                                    ---------------------- Paid-in       Subscription Prepaid   Accumulated
                                     Shares      Amount    Capital       Receivable   Services  Deficit
                                    ----------- ---------- ------------- ------------ --------- ------------
<S>                                 <C>         <C>        <C>           <C>          <C>       <C>
Balance, February 28, 1997          36,887,712  $3,688,771 $    170,052  $         -  $      -  $(5,254,277)

Common stock issued for
 services rendered                   1,760,000     176,000            -            -         -            -

Common stock issued for cash         1,740,000     174,000            -            -         -            -

Common stock issued in
 payment of debt                       400,000      40,000            -            -         -            -

Common stock issued for
 acquisition of fixed assets            60,000       6,000            -            -         -            -

Stock subscription receivable        1,000,000     100,000            -     (100,000)        -            -

Net loss for the year ended
 February 28, 1998                           -           -            -            -         -     (670,808)
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance, February 28, 1998          41,847,712   4,184,771      170,052     (100,000)        -   (5,925,085)

Common stock issued for payment
 of debt at $0.10 per share          5,000,000     500,000            -            -         -            -

Common stock issued for
 investment in mining properties
 at $0.10 per share                    500,000      50,000            -            -         -            -

Common stock issued for services
 rendered at $0.10 per share           250,000      25,000            -            -         -            -

Net loss for the year ended
 February 28, 1999                           -           -            -            -         -     (527,681)
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance, February 28, 1999          47,597,712   4,759,771      170,052     (100,000)        -   (6,452,766)

Common stock issued for services
 rendered at $0.10 per share             39,000      3,900            -            -         -            -

Common stock issued for cash and
 services at $0.10 per share            580,000     58,000            -            -         -            -

Common stock issued for cash
 at $0.10 per share                     500,000     50,000            -            -         -            -

Common stock issued for cash
 at $0.10 per share                   1,550,000    155,000            -            -         -            -

Warrants granted below market
 price                                        -          -      155,000            -         -            -

Net loss for the year ended
 February 29, 2000                            -          -            -            -         -     (493,267)
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance, February 29, 2000           50,266,712 $5,026,671 $    325,052  $  (100,000) $      -  $(6,946,033)
                                    ----------- ---------- ------------- ------------ --------- ------------

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

                                        26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       UNICO, INCORPORATED AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)


                                         Common Stock      Additional    Stock
                                    ---------------------- Paid-in       Subscription Prepaid   Accumulated
                                     Shares      Amount    Capital       Receivable   Services  Deficit
                                    ----------- ---------- ------------- ------------ --------- ------------
<S>                                 <C>         <C>        <C>           <C>          <C>       <C>
Balance, February 29, 2000           50,266,712 $5,026,671 $    325,052  $  (100,000) $      -  $(6,946,033)

April 25, 2000, common stock
 issued for cash and subscription
 receivable at $0.10 per share        4,000,000    400,000            -     (321,250)        -            -

May 3, 2000, common stock issued
 for cash at $0.10 per share            500,000     50,000            -            -         -            -

May 30, 2000, common stock issued
 for services at $0.10 per share        500,000     50,000            -            -         -            -

June 2, 2000, partial receipt of
 stock subscription                           -          -            -       11,990         -            -

August 3, 2000, common stock issued
 for services at $0.10 per share        460,000     46,000            -            -         -            -

August 24, 2000, partial receipt
 of stock subscription                        -          -            -       25,000         -            -

September 5, 2000, common stock
 issued for cash at $0.12 per share     208,334     20,833        4,166            -         -            -

September 5, 2000, common stock
 issued for deposit on subsidiary
 acquisition at $0.12 per share         457,500     45,750        9,150            -         -            -

September 25, 2000, partial
 receipt of stock subscription                -          -            -        5,000         -            -

October 30, 2000, common stock
 issued for cash and services
 at $0.10 per share                     500,000     50,000            -            -         -            -

October 30, 2000, common stock
 issued for related party debt
 and services at $0.14 per share      5,000,000    500,000      200,000            -         -            -

December 6, 2000, common stock
 issued for cash at $0.10 per share     350,000     35,000            -            -         -            -

December 6, 2000, common stock
 issued for subsidiary acquisition
 at $0.10 per share                   2,542,500    254,250            -            -         -            -

February 9, 2001, common stock
 issued for cash at $0.10 per share     100,000     10,000            -            -         -            -

February 9, 2001, common stock
 issued for cash at $0.16 per share     125,000     12,500        7,500            -         -            -

February 9, 2001, common stock
 issued for cash at $0.16 per share     312,500     31,250       18,750            -         -            -

Net loss for the year ended
 February 28, 2001                            -          -            -            -         -   (1,077,736)
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance, February 28, 2001           65,322,546 $6,532,254 $    564,618  $  (379,260) $      -  $(8,023,769)
                                    ----------- ---------- ------------- ------------ --------- ------------

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

                                        27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       UNICO, INCORPORATED AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                         Common Stock      Additional    Stock
                                    ---------------------- Paid-in       Subscription Prepaid   Accumulated
                                     Shares      Amount    Capital       Receivable   Services  Deficit
                                    ----------- ---------- ------------- ------------ --------- ------------
<S>                                 <C>         <C>        <C>           <C>          <C>       <C>
Balance, February 28, 2001           65,322,546 $6,532,254 $    564,618  $  (379,260) $      -  $(8,023,769)

April 12, 2001, common stock
 and options issued for cash at
 $0.13 per share                        153,847     15,385        4,615            -                      -

April 21, 2001 common stock and
 options issued for cash at
 $0.12 per share                        416,667     41,667        8,333            -         -            -

May 24, 2001, common stock and
 options issued for cash at
 $0.11 per share                        181,819     18,182        1,819            -         -            -

June 25, 2001, common stock and
 options issued for cash at
 $0.11 per share                        909,090     90,909        9,091            -         -            -

August 3, 2001, common stock and
 options issued for cash at
 $0.11 per share                        272,728     27,273        2,727            -         -            -

August 3, 2001, common stock and
 options issued for cash at $0.10
 per share                              200,000     20,000            -            -         -            -

August 17, 2001, common stock
 issued for related party debt
 at $0.15 per share                     908,900     90,890       53,178            -         -            -

September 15, 2001, common stock
 and options issued for cash and
 services at $0.10 per share            388,890     38,890            -            -         -            -

October 5, 2001, common stock and
 options issued for cash at $0.10
 per share                              100,000     10,000            -            -         -            -

October 5, 2001, common stock and
 options issued for cash at $0.10
 per share                              200,000     20,000            -            -         -            -

November 1, 2001, common stock
 and options issued for cash at
 $0.10 per share                        100,000     10,000            -            -         -            -

November 1, 2001, common stock
 and options issued for cash at
 $0.10 per share                        200,000     20,000            -            -         -            -

November 1, 2001, common stock
 and options issued for cash
 at $0.10 per share                     100,000     10,000            -            -         -            -
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance forward                      69,454,487 $6,945,450 $    644,381  $  (379,260) $      -  $(8,023,769)
                                    ----------- ---------- ------------- ------------ --------- ------------


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

                                        28


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       UNICO, INCORPORATED AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                       Common Stock        Additional    Stock
                                    ---------------------- Paid-in       Subscription Prepaid   Accumulated
                                     Shares      Amount    Capital       Receivable   Services  Deficit
                                    ----------- ---------- ------------- ------------ --------- ------------
<S>                                 <C>         <C>        <C>           <C>          <C>       <C>
Balance                             69,454,487  $6,945,450 $    644,381  $  (379,260) $      -  $(8,023,769)

November 14, 2001, common stock
 and options issued for cash at
 $0.10 per share                       100,000      10,000            -            -         -            -

November 14, 2001, common stock
 and options issued for cash at
 $0.10 per share                       100,000      10,000            -            -         -            -

November 14, 2001, common stock
 issued for equipment at $0.10
 per share                              24,000       2,400            -            -         -            -

December 26, 2001, common stock
 issued for cash at $0.10 per share    250,000      25,000            -            -         -            -

December 26, 2001, common stock
 issued for cash at $0.10 per share    100,000      10,000            -            -         -            -

December 26, 2001, common stock
 issued for services at $0.10 per
 share                                  55,000       5,500            -            -         -            -

January 17, 2002, common stock
 issued for cash and services at
 $0.10 per share                       314,487      31,449            -            -         -            -

January 17, 2002, common stock
 issued for services and prepaid
 services at $0.10 per share           100,000      10,000            -            -    (3,460)           -

January 17, 2002, common stock
 issued for services at $0.10
 per share                             100,000      10,000            -            -         -            -

January 17, 2002, common stock
 issued for services at $0.10
 per share                             500,000      50,000            -            -         -            -

January 17, 2002, common stock
 issued for services at $0.10
 per share                              10,000       1,000            -            -         -            -

January 17, 2002, common stock
 issued for cash at $0.10 per share    200,000      20,000            -            -         -            -

February 7, 2002, common stock
 issued for services at $0.10 per
 share                                 150,000      15,000            -            -         -            -

February 7, 2002, common stock
 issued for cash at $0.10 per share    250,000      25,000            -            -         -            -
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance forward                     71,707,974  $7,170,799 $    644,381  $  (379,260) $ (3,460) $(8,023,769)
                                    ----------- ---------- ------------- ------------ --------- ------------


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

                                        29

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       UNICO, INCORPORATED AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                       Common Stock        Additional    Stock
                                    ---------------------- Paid-in       Subscription Prepaid   Accumulated
                                     Shares      Amount    Capital       Receivable   Services  Deficit
                                    ----------- ---------- ------------- ------------ --------- ------------
<S>                                 <C>         <C>        <C>           <C>          <C>       <C>
Balance forward                     71,707,974  $7,170,799 $    644,381  $  (379,260) $ (3,460) $(8,023,769)

Net loss for the year ended
 February 28, 2002                           -           -            -            -         -     (774,439)
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance, February 28, 2002          71,707,974   7,170,799      644,381     (379,260)   (3,460)  (8,798,208)

March 7, 2002, common stock
 issued for cash at $0.10 per
 share                                 100,000      10,000            -            -         -            -

March 20, 2002, common stock
 issued for cash at $0.10 per
 share                                  50,000       5,000            -            -         -            -

March 20, 2002, common stock
 issued for services at $0.10 per
 share                                  25,000       2,500            -            -         -            -

March 20, 2002, common stock
 issued for conversion of related
 party debt at $0.10 per share          30,000       3,000            -            -         -            -

April 10, 2002, common stock
 issued for cash and services
 at $0.10 per share                     75,000       7,500            -            -         -            -

April 10, 2002, common stock
 issued for cash and services
 at $0.10 per share                     75,000       7,500            -            -         -            -

June 4, 2002, common stock
 issued for debt at $0.10 per
 share                                 300,000      30,000            -            -         -            -

June 4, 2002, common stock
 issued for cash at $0.10 per
 share                                  50,000       5,000            -            -         -            -

June 5, 2002, common stock issued
 for conversion of related party
 debt at $0.17 per  share            1,700,000     170,000      119,000            -         -            -

August 31, 2002, common stock
 issued for services at $0.10 per
 share                                  10,000       1,000            -            -         -            -

Prepaid services expensed                    -           -            -            -     3,460            -

January 23, 2003, common stock
 issued for cash at $0.16 per share    125,000      12,500        7,500            -         -            -

January 23, 2003, cancelled
 common stock previously issued as
 subscription                       (1,000,000)   (100,000)           -      100,000         -            -
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance Forward                     73,247,974  $7,324,799 $    770,881  $  (279,260) $      -  $(8,798,208)
                                    ----------- ---------- ------------- ------------ --------- ------------



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

                                        30


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       UNICO, INCORPORATED AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                       Common Stock        Additional    Stock
                                    ---------------------- Paid-in       Subscription Prepaid   Accumulated
                                     Shares      Amount    Capital       Receivable   Services  Deficit
                                    ----------- ---------- ------------- ------------ --------- ------------
<S>                                 <C>         <C>        <C>           <C>          <C>       <C>
Balance Forward                      73,247,974 $7,324,799 $    770,881  $  (279,260) $      -  $(8,798,208)

January 29, 2003, common stock
 issued for cash at $0.10 per share     180,000     18,000            -            -         -            -

February 3, 2003, common stock
 issued for services at $0.10 per
 share                                  350,000     35,000            -            -         -            -

February 14, 2003, common stock
 issued for services at $0.10 per
 share                                  350,000     35,000            -            -         -            -

February 24, 2003, common stock
 issued for services at $0.10 per
 share                                  300,000     30,000            -            -         -            -

Write-off stock subscription
 receivable to bad debt expense               -          -            -      279,260         -            -

Net loss for the year ended
 February 28, 2003                            -          -            -            -         -     (624,167)
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance, February 28, 2003           74,427,974  7,442,799      770,881            -         -   (9,422,375)

March 6, 2003, common stock issued
 for debt at $0.10 per share             50,000      5,000            -            -         -            -

March 14, 2003, common stock issued
 for services at $0.10 per share        350,000     35,000            -            -         -            -

April 1, 2003, common stock issued
 for services at $0.10 per share        600,000     60,000            -            -         -            -

April 14, 2003, common stock issued
  for services at $0.10 per share       350,000     35,000            -            -         -            -

April 22, 2003, common stock issued
 for cash at $0.10 per share             30,000      3,000            -            -         -            -

May 23, 2003, common stock issued
 for services at $0.10 per share        350,000     35,000            -            -         -            -

May 31, 2003, Issuance of warrants            -          -       24,556            -         -            -

June 3, 2003, common stock issued
 for services at $0.10 per share        350,000     35,000            -            -         -            -

June 16, 2003, common stock issued
 for services at $0.10 per share        350,000     35,000            -            -         -            -

June 23, 2003, common stock issued
 for services at $0.10 per share        850,000     85,000            -            -         -            -

July 1, 2003, common stock issued
 for services at $0.10 per share        350,000     35,000            -            -         -            -
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance Forward                      78,057,974 $7,805,799 $    795,437  $         -  $      -  $(9,422,375)
                                    ----------- ---------- ------------- ------------ --------- ------------

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

                                        31

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       UNICO, INCORPORATED AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                        Common Stock       Additional    Stock
                                    ---------------------- Paid-in       Subscription Prepaid   Accumulated
                                     Shares      Amount    Capital       Receivable   Services  Deficit
                                    ----------- ---------- ------------- ------------ --------- ------------
<S>                                 <C>         <C>        <C>           <C>          <C>       <C>
Balance Forward                      78,057,974 $7,805,799 $    795,437  $         -  $      -  $(9,422,375)

July 8, 2003, common stock issued
 for services at $0.10 per share        200,000     20,000            -            -         -            -

July 28, 2003, common stock issued
 for services at $0.10 per share        350,000     35,000            -            -         -            -

August 1,  2003, common stock issued
 for services at $0.10 per share        200,000     20,000            -            -         -            -

August 11, 2003, common stock issued
 for services at $0.10 per share        250,000     25,000            -            -         -            -

August 29, 2003, common stock issued
 for services at $0.10 per share        450,000     45,000            -            -         -            -

September 2, 2003, common stock
 issued for services at $0.10
 per share                            1,500,000    150,000            -            -         -            -

September 5, 2003, common stock
 issued for cash at $0.10 per share     545,000     55,000            -            -         -            -

September 5, 2003, common stock
 issued for equipment at $0.10
 per share                              200,000     20,000            -            -         -            -

September 16, 2003 common stock
 issued for services at $0.10
 per share                              800,000     80,000            -            -         -            -

September 24, 2003 common stock
 issued for services at $0.10
 per share                            1,300,000    130,000            -            -         -            -

October 9, 2003 common stock
 issued for services at $0.10
 per share                            2,000,000    200,000            -            -         -            -

October 20, 2003 common stock
 issued for services at $0.10
 per share                            1,000,000    100,000            -            -         -            -

November 6, 2003 common stock
 issued for services at $0.10
 per share                            1,000,000    100,000            -            -         -            -

December 3, 2003 common stock
 issued for services at $0.115
 per share                            1,000,000    100,000       15,000            -         -            -

December 4, 2003 common stock
 issued for services at $0.10
 per share                              100,000     10,000            -            -         -            -

December 28, 2003 common stock
 issued for services at $0.10
 per share                              260,000     26,000            -            -         -            -

January 19, 2004 common stock
 issued for services at $0.10
 per share                            1,000,000    100,000            -            -         -            -

January 21, 2004 common stock
 issued for services at $0.10
 per share                              100,000     10,000            -            -         -            -

January 22, 2004 common stock
 issued for services at $0.10
 per share                              450,000     45,000            -            -         -            -
                                    ----------- ---------- ------------- ------------ --------- ------------

Balance Forward                      90,762,974 $9,076,299 $    810,437  $         -  $      -  $(9,422,375)
                                    ----------- ---------- ------------- ------------ --------- ------------


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

                                        32

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       UNICO, INCORPORATED AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)


                                        Common Stock       Additional    Stock
                                    ---------------------- Paid-in       Subscription Prepaid   Accumulated
                                     Shares      Amount    Capital       Receivable   Services  Deficit
                                    ----------- ---------- ------------- ------------ --------- -------------
<S>                                 <C>         <C>        <C>           <C>          <C>       <C>
Balance Forward                      90,762,974 $9,076,299 $    810,437  $         -  $      -  $ (9,422,375)

February 18, 2004 common stock
 issued for services at $0.10
 per share                              200,000     20,000            -            -         -            -

Net loss for the year ended
  February 29, 2004                           -          -            -            -         -    (2,673,002)
                                    ----------- ---------- ------------- ------------ --------- -------------

Balance, February 29, 2004           90,962,974 $9,096,299 $    810,437  $         -  $      -  $(12,095,377)
                                    =========== ========== ============= ============ ========= =============

Deficit accumulated prior to the exploration stage                                              $ (3,788,522)
Deficit accumulated during the exploration stage                                                  (8,306,855)
                                                                                                -------------
                                                                                                $(12,095,377)
                                                                                                =============








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

                                        33
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                      UNICO, INCORPORATED AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows

                                                                                 From
                                                                                 Inception
                                                                                 of the
                                                                                 Exploration
                                                                                 Stage on
                                                         For the Years Ended     March 1,
                                                          February 29 and 28,    1997 Through
                                                     --------------------------- February 29,
                                                         2004           2003     2004
                                                     ------------- ------------- -------------

                                                  <c>           <c>           <c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                             $ (2,723,002) $   (624,167) $ (8,356,855)
Adjustments to reconcile net loss to net cash
 used by operating activities:
   Stock issued for services                            1,560,000       108,500     2,886,099
   Bad debt expense                                             -       279,260       279,260
   Warrants issued below market value                      24,556             -       179,556
   Depreciation expense                                    97,619        78,064       399,762
   Loss on disposition of asset                                 -             -       (21,055)
   Settlement of debt                                           -             -        19,000
   Gain on expiration of debt                                   -      (638,025)     (638,025)
   Gain on gold contract                                        -             -       (24,072)
   Decline in value of assets                                   -             -       960,960
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable and
    related receivables                                       650          (650)          585
   Decrease in prepaid expenses                                 -         3,460         3,460
   (Increase) in other assets                             (37,243)         (286)      (43,435)
   Increase in accounts payable and other liabilities     411,145        37,267     1,386,838
                                                     ------------- ------------- -------------

     Net Cash Used by Operating Activities               (666,275)     (756,577)   (2,967,922)
                                                     ------------- ------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of land                                              -             -       (50,000)
  Decrease in investment                                        -             -        95,068
  Purchase of fixed assets                                (11,490)      (79,824)     (573,905)
                                                     ------------- ------------- -------------

     Net Cash (Used) by Investing Activities              (11,490)      (79,824)     (528,837)
                                                     ------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Increase (decrease) in bank overdraft                     8,800        (3,644)        9,211
  Proceeds from notes payable - related party             287,608       161,127     1,398,520
  Proceeds from notes payable                             317,300       613,000       935,300
  Payments on notes payable                               (20,000)       (1,534)     (171,534)
  Issuance of stock for cash                               83,500        68,000     1,312,250
  Receipt of stock subscription receivable                      -             -        41,990
                                                     ------------- ------------- -------------

     Net Cash Provided by Financing Activities       $    677,208  $    836,949  $  3,525,737
                                                     ------------- ------------- -------------

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

                                       34
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                      UNICO, INCORPORATED AND SUBSIDIARIES
               Consolidated Statements of Cash Flows (Continued)


                                                                                 From
                                                                                 Inception
                                                                                 of the
                                                                                 Exploration
                                                                                 Stage on
                                                         For the Years Ended     March 1,
                                                         February 29 and 28,     1997 Through
                                                     --------------------------- February 29,
                                                         2004           2003     2004
                                                     ------------- ------------- -------------

                                                  <c>           <c>           <c>

NET INCREASE (DECREASE) IN CASH                      $       (557) $        548  $     28,978

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           33,557        33,009         4,022
                                                     ------------- ------------- -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD           $     33,000  $     33,557  $     33,000
                                                     ============= ============= =============
CASH PAID DURING THE PERIOD FOR:

 Interest                                            $     75,952  $     71,668  $     96,764
 Income taxes                                        $          -  $          -  $          -

NON-CASH FINANCING ACTIVITIES:

 Issuance of stock for services                      $  1,560,000  $    108,500  $  2,886,099
 Issuance of stock for prepaid services              $      3,460  $          -  $      3,460
 Issuance of stock for debt                          $      5,000  $    322,000  $  1,389,069
 Issuance of stock for subsidiary acquisition        $          -  $          -  $    309,150
 Issuance of stock for fixed assets                  $     20,000  $          -  $     78,400









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

                                35
</TABLE>
<PAGE>

               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Unico, Incorporated. (the Company) was organized under the laws of the State
of Arizona on May 27, 1966 under the name of I.I. Incorporated.  The name was
later changed to Industries International, Incorporated, then Red Rock Mining
Co., Inc. and finally Unico, Incorporated.  The Company was incorporated for
the purpose of exploring and, if warranted, developing unpatented lode mining
claims.  The Company is presently maintaining and drilling the claims through
sampling, tunnel cleaning, timbering, drill site preparation and other
evaluation activities while seeking financing for further exploration and
development. To date, there has been no material production from the claims
and there are no known, proven or probable reserves.  Per guidance obtained
from the Securities Act Industry Guide #7, the Company is considered an
exploration stage company because it does not have known proved and probable
reserves as verified by independent specialists.

HydroClear, Ltd., the Company's wholly-owned subsidiary, was organized for the
purpose of marketing water purification units used for purifying swimming pool
or cooling tower water by eliminating bacteria and algae without the use of
chlorine or bromine.  HydroClear, Ltd. is currently inactive.

Between September and December 2000, the Company acquired all of the
outstanding shares of Silver Bell Mining, Inc.  The Company acquired 29 mining
claims through this acquisition.  The investment was written down to its
estimated net realizable value of  $-0- at February 28, 2000.  The acquisition
was accounted for as a purchase per APB No. 16.  No value was attributed to
the mining claims.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting.  The Company has elected a February 28, or 29, year-end.

b.  Basic Loss Per Share

The following is an illustration of the reconciliation of the numerators and
denominators of the basic loss per share calculation:

                                                  For the Years Ended
                                                  February 29 and 28
                                              ---------------------------
                                                  2004          2003
                                              ------------- -------------

     Net loss (numerator)                     $ (2,723,002) $   (624,167)
     Weighted average shares outstanding
     (denominator)                              82,060,583    73,518,755
                                              ------------- -------------

     Basic loss per share                     $      (0.03) $      (0.01)
                                              ============= =============


Dilutive loss per share is not presented due to potentially dilutive items
being antidilutive in nature.  The Company has excluded 3,415,000 common stock
equivalents at February 29, 2004.  See Note 10.

                                36
<PAGE>

               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

c.  Provision for Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax assets are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases.  Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the
deferred tax assets will not be realized.  Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.

Net deferred tax assets consist of the following components as of February 29,
2004 and 2003:

                                                         2004         2003
                                                    ------------ ------------
      Deferred tax assets:
        NOL Carryover                               $ 1,856,300  $ 1,516,950
        Accrued Expenses                                 56,000            -

      Deferred tax liabilities:
        Accumulated Depreciation                       (150,100)    (111,100)

      Valuation allowance                            (1,762,200)  (1,405,850)
                                                    ------------ ------------

      Net deferred tax asset                        $         -  $         -
                                                    ============ ============

The income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate to pretax income from continuing
operations for the years ended February 29, 2004 and 2003 due to the
following:

                                                         2004         2003
                                                    ------------ ------------
     Book income                                    $  (962,950) $  (243,425)
     Depreciation                                         2,685      (15,205)
     Accrued Interest                                         -       23,465
     Forgiveness of Debt                                      -       (7,995)
     Bad Debt                                                 -      108,911
     Other                                               14,060       19,219
     Stock for services/Options expense                 617,975       42,315
     Valuation allowance                                328,230       72,715
                                                    ------------ ------------

                                                    $         -  $         -
                                                    ============ ============

At February 29, 2004, the Company had net operating loss carryforwards of
approximately $4,700,000 that may be offset against future taxable income from
the year 2004 through 2024.  No tax benefit has been reported in the February
29, 2004 consolidated financial statements since the potential tax benefit is
offset by a valuation allowance of the same amount.

                                37
<PAGE>

               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

c.  Provision for Taxes (Continued)

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations.  Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.

d.  Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

e.  Principles of Consolidation

The consolidated financial statements include those of Unico, Incorporated
(the Company) and its wholly-owned subsidiaries, HydroClear, Ltd., and Silver
Bell Mining, Inc.

f.  Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.

g.  Recoverability of Asset Costs

Management reviews the net carrying value of all property and equipment and
other long-lived assets, including mineral properties, on a periodic basis.
We estimate the net realizable value of asset based on the estimated
undiscounted future cash flows that will be generated from operations at each
property, the estimated salvage value of the surface plant and equipment and
the value associated with property interests.  These estimates of undiscounted
future cash flows are dependent upon the estimates of metal to be recovered
from ore reserves, future production cost estimates and future metals price
estimates over the estimated remaining life of the mineral property.  If
estimated cash flows are less than the carrying value of a property, an
impairment loss will be recognized based upon the estimated expected future
cash flows from the property discounted at an interest rate commensurate with
the risk involved.




                                38
<PAGE>





               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h.  Recent Accounting Pronouncements

During the year ended December 31, 2003, the Company adopted the following
accounting pronouncements which had no impact on the financial statements or
results of operations:

..   SFAS No. 143, Accounting for Asset Retirement Obligations;
..   SFAS No.145, Rescission of FASB Statements 4, 44, and 64, amendment of
    Statement 13, and Technical Corrections;
..   SFAS No. 146, Accounting for Exit or Disposal Activities;
..   SFAS No. 147, Acquisitions of certain Financial Institutions;
..   SFAS No. 148, Accounting for Stock Based Compensation;
..   SFAS No.149, Amendment of Statement 133 on Derivative Instruments and
    Hedging Activities; and
..   SFAS No.150, Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity

SFAS No. 143 impacted the Company during the year ended February 29, 2004.
See Note 9.  In addition, during the year ended February 29, 2004, FASB
Interpretations No. 45 and No. 46, along with various Emerging Issues Task
Force Consensuses (EITF) were issued and adopted by the Company and had no
impact on its financial statements.

i.  Properties Under Development

Upon determination that a mineral property can be economically developed and
proven and probable reserves have been determined, costs incurred are
capitalized until the assets are put in service, at which time the capitalized
costs are depreciated and depleted in accordance with the policies previously
described.

Financing costs, including interest, are capitalized on the basis of
expenditures incurred for the acquisition and development of projects, without
restriction to specific borrowings for these projects, while the projects are
actively being prepared for proposed production.  Capitalization is
discontinued when the asset is ready for its intended use.

j.  Exploration Properties

Mineral exploration expenditures are expensed as incurred.  Property
acquisition costs relating to exploration properties are also expensed until
the economic viability of the project is determined and proven and probable
reserves quantified.  Costs associated with economically viable projects are
depreciated and amortized in accordance with the policies described above.  If
a project is not viable, the accumulated project costs are charged to
operations in the period in which that determination is made.

NOTE 3 - MINING CLAIMS AND LEASES

The Company currently has operations (exploratory in nature) at two mine
locations.  Both sites are underground mines with access via improved
roadways.  No independent or commercial estimate of the reserves has yet been
obtained.  A summary description of each site and the renegotiated leases are
described as follows.

                                39

<PAGE>

               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003

NOTE 3 - MINING CLAIMS AND LEASES (Continued)

Deer Trail Mine
---------------

On March 30, 1992, the Company entered into a 10 year Mining Lease and Option
to Purchase Agreement, which became effective June 1, 1992, covering
twenty-eight (28) patented claims, five (5) patented mill sites and one
hundred seventy one (171) unpatented claims located approximately 5 miles
south of Marysvale, Utah (the Deer Trail Mine).  A new Mining Lease and Option
to Purchase was entered into between the same parties on December 1, 2001
which replaced the earlier lease.  The new Lease expires June 1, 2004.  Prior
to the expiration of the Deer Trail Lease, the Company made an offer to Crown
Mines, L.L.C. to extend the term of the Deer Trail Lease until August 31, 2005
and exercise the option to purchase the Deer Trail Mine.  The parties have
tentatively agreed on the following terms: (a) The Company will pay all past
due royalties, taxes, assessments and all other amounts presently owed under
the Deer Trail Lease (approximately $204,000) on or before September 1, 2004;
(b) The Company will pay a non-refundable payment of $1,000,000 on or before
September 1, 2004, which will be counted as a payment toward exercise of the
option to purchase the Deer Trail Mine if the Company pays an additional
$3,000,000 to purchase the Deer Trail Mine on or before August 31, 2005; and
(c) The Company will continue to make the payments required under the Deer
Trail Lease during the extended lease term.  Negotiations are continuing, and
the terms tentatively agreed to may change before a modification of the Deer
Trail Lease is signed by the parties.  On October 5, 1998, the Company entered
into a development agreement with Guilderbrook, Inc. whereby Guilderbrook,
Inc. will jointly provide necessary financial and management resources to
retain the Deer Trail Mine lease.  For this, Guilderbrook, Inc. will receive
25% of the net profits from the mine operations subsequent ore sales.  Since
1998, Guiderbrook, Inc. has paid $9,000 of each required monthly royalty
payment of $10,000, with the Company remitting the balance.  At February 29,
2004, the Company was in arrears of $204,000 for back fees and royalties.
These amounts are included in accrued expenses.  Guilderbrook, Inc. ceased
making payments under the Deer Trail Mine Development Agreement in
approximately May, 2003.  It is possible that the Company may seek to obtain a
full release of any rights or claims Guilderbrook, Inc. may have under the
Deer Trail Mine Development Agreement.  In order to obtain such a release, the
Company may have to agree to pay some consideration to Guilderbrook, Inc.





                                40
<PAGE>




               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003


NOTE 3 - MINING CLAIMS AND LEASES (Continued)

Henry Mountain Mine
-------------------

On July 20, 2001, the Company entered into a Mining Lease and Option to
Purchase with Kaibab Industries, Inc. covering certain mining claims located
in the Henry Mountain mining district in Garfield County, State of Utah
containing approximately 400 acres (the Bromide Basin Mine) and certain
equipment and other personal property.  The Lease Agreement continues for a
term of 3 years, and requires that the Company pay a five percent (5%) net
smelter return upon all ore taken from the leased premises during the term of
the Lease Agreement.  The Lease Agreement also contains certain minimum
production requirements that require that the Company must produce not less
than the lesser of the following:  (a) the mining and removal of a minimum of
1,000 tons of ore per month from the leased premises; or (b) the refining of a
minimum of 1,000 ounces of gold per month mined from the leased premises.  In
the event that the Company fails to meet the minimum production requirements,
the Lessor may terminate the Lease and require the Company to purchase all or
any portion of the equipment and personal property described In the Lease
Agreement.  The total agreed upon value of all of the personal property
described in exhibits to the Lease Agreement is approximately $164,755.  The
Company is also required to pay all taxes and assessments levied against the
leased premises on account of production of ore under the Lease Agreement.
The lease grants to the Company an option to purchase the claims and all
personal property covered under the Lease for the exercise price of $1,000,000
less any amounts paid by the Company for the separate purchase of any of the
equipment or other personal property described in the Lease Agreement.  As of
February 28, 2004, no ore has yet been produced related to this property.  As
a result, the Company renegotiated the terms of the lease agreement during the
year ended February 29, 2004.   Per the revised mining lease, the minimum
production requirements have been changed to allow the time needed (to date)
to prepare the mine and site for operations. The revised minimum production
requirements require the Company to produce 2,500 ounces of gold during the
first year of the revised agreement, and 5,000 ounces during the second year.
All other terms of the original agreement remained largely unchanged.  At
April 1, 2004, the Company had not made the minimum net smelter payment due of
approximately $50,000.  Kaibab has not declared a default on the lease.  This
amount is included in accrued expenses.



                                41

<PAGE>



               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003



NOTE 4 - PROPERTY AND EQUIPMENT

Fixed assets are recorded at cost, major additions and improvements are
capitalized and minor repairs are expensed when incurred.

Depreciation of property and equipment is determined using the straight-line
method over the expected useful lives of the assets as follows:

          Description                      Useful Lives
          -----------                      ------------
          Automobiles                      4 years
          Mining equipment                 5 and 12 years

Property and Equipment consist of the following:

                                                   February 29,
                                                      2004
                                                  -------------

          Automobiles                             $     51,724
          Mining equipment                           1,033,561
          Other equipment                                5,651
          Reclamation asset                             37,177
          Land                                         200,000
                                                  -------------

               Total property and equipment          1,328,113
                                                  -------------

          Less: accumulated depreciation              (424,861)
                                                  -------------

          Net Property and Equipment              $    903,252
                                                  =============


Depreciation expense for the years ended February 29, 2004 and February 28,
2003 amounted to $97,619 and $78,064, respectively.

NOTE 5 - NOTES PAYABLE

Joint Venture
-------------

The Company entered into a joint venture agreement with a limited partnership
to finance, own and operate a mining operation and processing facility to be
built near Marysvale, Utah.  The claims described in Note 3, above, were the
properties to be exploited.  In exchange for a $25,000 capital contribution
and the claims mentioned, the Company received a twenty-five percent (25%)
interest in the ownership, profits, gains, losses, deductions and credits
derived from the Joint Venture.





                                42
<PAGE>





               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003

NOTE 5 - NOTES PAYABLE (Continued)

Joint Venture (Continued)
-------------------------

However, in response to litigation initiated by the Company, a proposed
settlement terminating the Joint Venture was signed on June 30, 1994.
Provisions included the return of all mine interests, all improvements
thereto, the benefit of all payments, engineering, etc. and a fluorite
contract to the Company.  The Company is obligated to pay $250,000 plus
$36,000 along with interest at an annual rate of nine percent (9%) in
thirty-six (36) equal payments beginning in October 1994.  The $286,000 could
potentially be convertible to the Company's stock.  Additionally, the Company
will be obligated to pay one-fourth of the net profit from future mine
operations.  The note is currently in default, making the entire balance due
as of the balance sheet date. The balance due at February 29, 2004 was
$286,000, plus accrued interest of $241,425.

Hirschberg Notes
----------------

On June 14, 2002, the Company received two loans totaling $550,000 from a
significant shareholder.  One promissory note for $350,000 accrues interest at
10% per annum, and is secured by the Silver Bell mining claims.  The other
promissory note for $200,000 accrues interest at 10% per annum and is secured
by 680 acres of land owned by the Company located in Piute County, Utah near
the Deer Trail mine.  The Company is required to submit monthly interest
payments with the full unpaid principal balance to be pain on or before June
7, 2007.  During the years ended February 28, 2003 and February 29, 2004,
respectively, the Company paid $35,138 and $55,088 in monthly interest.  As of
February 29, 2004, the Company owes $548,466 and $3,893 of principal and
accrued interest, respectively.

Other Financing
---------------

During the year ended February 28, 2003, the Company obtained temporary
financing from a private investor totaling $63,000.  The loan is due on demand
and accrues interest at a rate of 10% per annum.  On June 4, 2002, the Company
repaid $30,000 of the outstanding balance through the issuance of common
stock.  As of February 29, 2004, the balance and accrued interest related to
the debt were $33,000 and $4,270, respectively.

During the year ended February 29, 2004, the Company obtained temporary
financing from private investors totaling $317,300.  These loans are due on
demand and accrue interest at 10% per annum.  As of February 29, 2004, no
principal had been repaid and accrued interest was $10,983.

Also, during the year ended February 29, 2004, the Company obtained mining
equipment from an unrelated company valued at $165,000.  Interest on the
related note accrues  at 10% per annum.  During the years the Company made
total monthly principal payments of $20,000.  As of February 29, 2004 the
principal and accrued interest balances are $145,000 and $14,310,
respectively.


                                43
<PAGE>



               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003


NOTE 6 - NOTES PAYABLE - RELATED PARTY

Advances from related parties amounted to $985,324 at February 29, 2004, are
due on demand and accrue interest at 10% per annum.  Accrued interest due to
related parties is $143,614 at February 29, 2004.  Interest expense amounted
to $91,595 and $99,010 for the years ended February 29, 2004 and February 28,
2003, respectively.

NOTE 7 - EXPIRATION OF DEBT

During the year ended February 28, 2003, the Company engaged its legal counsel
to review the Company's recorded obligations.  As a result of this review, the
Company identified several debts that have expired under the statue of
limitations.  A summary of the expired liabilities is presented below.

      Accounts payable                     $   24,459
      Note payable                             20,500
      Gold contracts payable                   34,812
      Service contracts payable               318,870
      Accrued interest                        239,384
                                           ----------

      Total gain on expiration of debt     $  638,025
                                           ==========

NOTE 8 - GOING CONCERN

The Company's consolidated financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  The Company has incurred losses
from its inception through February 29, 2004.   It has not established any
revenues with which to cover its operating costs and to allow it to continue
as a going concern.  During the next twelve months, the Company's plan of
operation consists of the following:
      .   Commence a drilling program in an attempt to prove up the reserves
          at the Deer Trail Mine, and have the samples tested by an
          independent third party;
      .   Continue to upgrade the existing mill at the Deer Trail Mine;
      .   Upgrade the mine infrastructure at both the Deer Trail and Bromide
          Basin Mines;
      .   Construct an on-site lab at the Deer Trail Mine to test samples and
          conduct in-house assays;
      .   Continue sampling and testing ore from the Bromide Basin and Deer
          Trail Mines to evaluate the most efficient means to conduct mining
          and milling activities;
      .   Continue to screen, crush and process the ore dumps on the upper
          Deer Trail Mine;
      .   Increase mining activities at the Deer Trail Mine and the Bromide
          Basin Mine;
      .   Increase milling activities at the Deer Trail Mine;
      .   Increase the number of full-time employees from seven to
          approximately 35, and hire a full time metallurgist as part of this
          process;
      .   Explore the possibility of obtaining a joint-venture partner to more
          fully develop Unico's mining operations;
      .   Begin an exploration and resource definition program at the Silver
          Bell Mine during the Summer, 2004.
      .   Acquire new mining equipment and vehicles to improve operations at
          the Deer Trail Mine and Bromide Basin Mine;
      .   Exercise an option to purchase the Deer Trail Mine for $4,000,000;
          and
      .   Raise a minimum of $5,000,000 in additional equity capital, loans
          and/or other financing transactions.


Accomplishing our 12-month plan of operations is dependent on the Company
raising approximately $5,000,000 in equity and/or debt financing during the
next 12 months.  The Company's current cash will sustain operations for
approximately 60 days.



                                44
<PAGE>

               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003


NOTE 9 - COMMITMENTS AND CONTINGENCIES

Litigation
----------

On August 8, 1996, the Allen Ball and Connie Ball Living Trust filed suit
against the Company.  The suit is for the $286,000 plus accrued interest as
summarized in Note 6. The Company has engaged counsel to defend itself in the
action.

Gold Delivery Contract
----------------------

During 1995, the Company entered into a gold delivery contract for the advance
payment of gold.  The contract, allowed the Company to collect $141,000, net
of commissions.  The contract called for the Company to deliver gold, in
increments of not less than one troy ounce, beginning six months from the
purchase date.  The Company has never delivered the gold as required under the
agreement.

On February 9, 2000, a case was filed in Superior Court, Maricopa County,
Arizona against the Company.  The Plaintiffs sought $150,000 plus interest as
a result of the alleged breach of contract by the Company.  The litigation was
subsequently settled for $141,500, which has been accrued and is payable as
follows:

1. $12,000, comprised of $10,000 of principal plus $2,000 for attorney fees to
    be paid upon execution of the release and discharge agreement.
2. $12,000, comprised of $10,000 of principal plus $2,000 for attorney fees to
    be paid on December 30, 2000.
3. $10,000 to be paid on June 30, 2001; and
4. $2,000 per month beginning July 31, 2001 until the total principal amount
   of $137,500 has been paid.

The agreement also required the Company to sign a confession of judgment in
the amount of $150,000 plus 6% interest per year dating back to May 22, 1995.
The judgment will accrue interest at the statutory rate of 10% per year until
paid in full.  Plaintiffs agree that they shall not record the judgment or
attempt to execute on it so long as the Company makes payment pursuant to the
schedule set forth above.

As further security, the amount owed has been secured by a stock pledge in the
amount of 1,000,000 shares of the Comany stock held in escrow account.  As of
February 29, 2004, the Company is current in its repayment obligation and has
accrued the remaining balance of $90,894 that is payable under the settlement.






                                45
<PAGE>



               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003


NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued)

Former Employee Lawsuit
-----------------------

A former employee filed suit against the Company during 1998 in the United
States District Court for the District of Utah.  The former employee was
injured during his unauthorized use of the Company's equipment.  This matter
was settled for  $110,000 payable as follows:

1. $35,000 paid in May 2001
2. $25,000 due each April 15 starting in 2002 through 2004

If the Company defaults, the plaintiff may take a judgment against the Company
in the amount of $250,000, less any payments already made.  As of February 29,
2004,the Company was current in making scheduled payments, and the Company
still owed $25,000 related to this obligation.

Commitments
-----------

On October 5, 1998, the company entered into a development agreement with
Guilderbrook, Inc. whereby Guilderbrook, Inc. will jointly provide necessary
financial and management resources to retain the Deer Trail Mine lease
discussed in Note 3 and to provide necessary equipment to put the mine into
productive operation.  For this, Guilderbrook, Inc. will receive 25% of the
net profits from the mine operations subsequent ore sales.

Asset Retirement Obligation
---------------------------

On January 1, 2003, the Company became subject to the provisions of SFAS 143
("Accounting for Asset Retirement Obligations") for its Deer Trail Mine.
Using an estimated remaining useful life for the mine of five years and an
annual inflation rate of 2.69%, the Company estimates the future reclamation
cost to be $55,902.  After applying a credit- adjusted discount rate of 8.5%,
the net present value of this obligation is $37,177.  The estimated annual
accretion expense is $3,745 over the next five years.

NOTE 10 - OUTSTANDING STOCK OPTIONS

During the year ended February 28, 2003, the Company issued 580,000 options to
purchase the Company's common stock.  Each option is convertible into one
share of common stock at an exercise price of $0.10 per share.  The options
have been issued as compensation for consulting services and as incentives for
the purchase of common stock for cash, and generally have a life of two to
three years.

A summary of the Company's outstanding stock options as of February 29, 2004,
including all changes during the year, is presented below:



                                46
<PAGE>









               UNICO, INCORPORATED AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
             February 29, 2004 and February 28, 2003



NOTE 10 - OUTSTANDING STOCK OPTIONS (Continued)
                                                                 Weighted
                                                                 Average
                                                                 Exercise
                                                      Shares     Price
                                                    ------------ ------------
Options outstanding at February 28, 2003:

      Options issued in 2002                          4,228,041  $     0.10
      Options issued in 2003                            580,000        0.10
                                                    ------------ ------------
      Total options outstanding, February 28, 2003    4,808,041        0.10

Summary of activity for 2004:

      Granted                                         2,835,000        0.10
      Canceled                                                -           -
      Exercised                                               -           -
      Expired                                        (4,228,041)       0.10
                                                    ------------ ------------

      Outstanding, February 29, 2004                  3,415,000  $     0.10
                                                    ============ ============

      Exercisable, February 29, 2004                  3,415,000  $     0.10
                                                    ============ ============

NOTE 11 - SUBSEQUENT EVENTS

Stock Issuances
---------------

Between February 29, 2004 and May 13, 2004 the Company has issued 2,500,000
shares of its common stock.

Notes Payable - Related Party
-----------------------------

Subsequent to February 29, 2004 unrelated parties made additional advances to
the Company of over $125,000.
                                47

<PAGE>


Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

      During our two most recent fiscal years ended February 29, 2004, or any
later interim period, Unico has not had a principal independent accountant or
an independent accountant on whom the principal independent accountant
expressed reliance in its report, resign, decline to stand for re-election, or
be dismissed.

Item 8A. Controls and Procedures.

      (a) Evaluation of Disclosure Controls and Procedures.

      The Company's Chief Executive Officer, Ray C. Brown, and Chief Financial
Officer, Ray C. Brown, have reviewed the Company's disclosure controls and
procedures as of the end of the period covered by this report.  Based upon
this review, Mr. Brown believes that the Company's disclosure controls and
procedures are effective in ensuring that material information related to the
Company is made known to him by others within the Company.

      (b)  Changes in Internal Controls Over Financial Reporting.

      There have been no significant changes in internal controls over
financial reporting that occurred during the fiscal period covered by this
report that have materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.


                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers
--------------------------------------------------

     The names and ages of all directors and executive officers of Unico and
all persons nominated or chosen to become directors and officers appear in the
table below:

Name                    Age   Position with Unico
----                    ----  -------------------

Ray C. Brown            81    Chief executive officer and chairman
of board of directors

Wayne M. Ash            64    President

Kiyoshi Kasai           87    Vice president and director

C. Wayne Hartle         67    Secretary and director

      Ray C. Brown has been the chief executive officer and director of Unico
since 1983.  He also served as the president of Unico from 1983 until February
2002.  He is presently semi-retired.  Mr. Brown served as the chairman of the
board of directors of Energy and Corrosion Research Corporation from 1979 to
1982.  He also served as president and as a director of Ecotech Corporation
from 1971 to 1983.  Mr. Brown served as president and as a director of Wasatch
Mineral and Construction Company from 1963 to 1971. He served as president and
as a director of Courtesy Finance Corporation from 1958 to 1963.  Prior to
1958, Mr. Brown served in various capacities with other financial
institutions.  Mr. Brown attended the University of Utah majoring in banking
and finance.

                                48
<PAGE>

      Wayne M. Ash has served as president of Unico since February 2003.  From
1986 to the present, Mr. Ash has served as president of Ash & Associates
Consulting Ltd.  Mr. Ash has evaluated over 100 mineral prospects and
potential mining properties in Canada, the United States, Latin America and
Asia.  Mr. Ash has more than forty years experience in the mining industry.

      Kiyoshi Kasai has served as vice president and as a director of Unico
since 1987.  Mr. Kasai is presently semi-retired.  For over 35 years prior to
1987, Mr. Kasai worked as an engineer for various companies including Hughes
Helicopter, Litton Systems, Inc., Hoffman Electronics Corporation, RCA Service
Company, Convair Astronautics and other companies.  Mr. Kasai attended U.C.
Berkeley and the Illinois Institute of Technology.

     C. Wayne Hartle has served as the secretary and as a director of Unico
since 1990.  Mr. Hartle owns and operates Wayne's Service Center, an
automobile repair and service business in Salt Lake City, Utah.  Mr. Hartle is
the former chief financial officer of Energy and Corrosion Research Company
from 1979 to 1981.  Mr. Hartle received a degree from Henagers Business
College in Salt Lake City, Utah.

Significant Employees.
---------------------

      Unico has no employees (other than its executive officers) who are
expected to make a significant contribution to Unico's business other than W.
Dan Proctor who presently serves as Unico's project manager.

      W. Dan Proctor, age 52, has served as project manager for Unico since
September 1999.  Mr. Proctor has served as a director and as president of
-Silver Bell Mining Company, Incorporated since 1993.  Silver Bell Mining
Company, Incorporated has been a wholly-owned subsidiary of Unico since
December 2001.  From 1994 until August 1999, Mr. Proctor was Chief Geologist
for Clifton Mining Company and American Consolidated Mining Company of Alpine,
Utah.  He also worked as an independent geological and mining consultant for
the same period.  From 1985 to 1994 he was a geologist with Centurion Mines of
Salt Lake City, Utah.  He is a Certified MSHA safety instructor.  He has
worked in the mining industry for over 20 years.

Family Relationships.
--------------------

     There are no family relationships between any directors or executive
officers of Unico, either by blood or by marriage.

Involvement in Certain Legal Proceedings.
----------------------------------------

     During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
Unico:



                                49






<PAGE>






          (1) was a general partner or executive officer of any business
      against which any bankruptcy petition was filed, either at the time of
      the bankruptcy or two years prior to that time;

          (2) was convicted in a criminal proceeding or named subject to a
      pending criminal proceeding (excluding traffic violations and other
      minor offenses);

          (3) was subject to any order, judgment or decree, not subsequently
      reversed, suspended or vacated, of any court of competent jurisdiction,
      permanently or temporarily enjoining, barring, suspending or otherwise
      limiting his involvement in any type of business, securities or banking
      activities; or

          (4) was found by a court of competent jurisdiction (in a civil
      action), the Securities and Exchange Commission or the Commodity Futures
      Trading Commission to have violated a federal or state securities or
      commodities law, and the judgment has not been reversed, suspended or
      vacated.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

      Section 16(a) of the Securities Exchange Act of 1934 requires Unico's
executive officers and directors, and persons who own more than ten percent
(10%) of a registered class of Unico's equity securities, to file an initial
report of ownership on Form 3 and changes in ownership on Form 4 or 5 with the
Securities and Exchange Commission (the "SEC").  Such officers, directors and
ten percent (10%) shareholders are also required by the SEC rules to furnish
Unico with copies of all Section 16(a) forms they file.

      Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for such persons, Unico believes that its executive officers,
directors and ten percent (10%) shareholders complied with all Section 16(a)
filing requirements applicable to them through the fiscal year ended February
29, 2004, except for the following:

       C. Wayne Hartle filed a Form 4 report on March 11, 2004 to report
       one sale of Unico common stock made by him on February 11, 2004.


Item 10. Executive Compensation.

Cash Compensation
-----------------

     The following table describes compensation paid to Ray C. Brown as
Unico's chief executive officer as well as annual compensation of $100,000 or
more paid to any executive officer or director of Unico for services rendered
to Unico for the years ended February 28, 2002, February 28, 2003 and February
29, 2004:

                              Year ended
                              February
Name and principal position   28 or 29     Salary      Bonus
---------------------------   --------     -------     -----

Ray C. Brown                  2004         $   -0-     $   -0-
Chief Executive Officer       2003         $   -0-     $   -0-
  And Director                2002         $   -0      $   -0-


                                50
<PAGE>

      Ray C. Brown was not paid any cash compensation during the years ended
February 29, 2004, February 28, 2003 and February 28, 2002.  Mr. Brown has
received the use of an automobile owned by Unico during the last three fiscal
years.

      No officer or director of Unico has received total compensation of
$100,000 or more during any of the last three fiscal years of Unico.  None of
our officers or directors has received any stock awards, options or warrants
to purchase any shares of Unico common stock during any of the past three
fiscal years.

      Except as stated below, no cash compensation, deferred compensation or
long-term incentive plan awards were issued or granted to Unico's management
during the fiscal years ended February 29, 2004 or February 28, 2003.
Further, no member of Unico's management has been granted any option or stock
appreciation rights.  Accordingly, no tables relating to such items have been
included within this Item.

      There are no present plans whereby Unico would issue any of its
securities to management, promoters, their affiliates or associates in
consideration of services rendered or otherwise.

Compensation of Directors.
--------------------------

      Unico has no present arrangement for compensating its directors.


Employment Contracts and Termination of Employment
--------------------------------------------------
and Change-in-Control Arrangements.
-----------------------------------

      There are no employment contracts, compensatory plans or arrangements,
including payments to be received from Unico, with respect to any director or
executive officer of Unico which would in any way result in payments to any
such person because of his or her resignation, retirement or other termination
of employment with Unico or its subsidiaries, any change in control of Unico,
or a change in the person's responsibilities following a change in control of
Unico.

      Nor are there any agreements or understandings for any director or
executive officer to resign at the request of another person; none of Unico's
directors or executive officers is acting on behalf of or will act at the
direction of any other person.

Stock option plan.
-----------------

      Unico has not adopted any stock option plan at this time.  We reserve
the right to adopt a broad stock plan for officers, directors, employees and
consultants in the future.




                                51
<PAGE>








Retirement plan.
---------------

      Unico has not adopted any retirement plan at this time.  However, we may
establish a retirement plan for officers, directors and employees in the
future.

Health insurance plan.
---------------------

      Unico presently offers no health insurance benefit plans to its
officers, directors or employees.  We reserve the right to offer health
insurance coverage in the future.


Item 11. Security Ownership of Certain Beneficial Owners and Management.

      The following table describes, as of May 27, 2004, certain information
with respect to the beneficial ownership of our common stock by:

       .   each person known by us to beneficially own more than 5% of our
           common stock,

       .   each of our executive officers or directors, and

       .   all of our executive officers and directors as a group.

                           Amount and nature       Percentage of
                        of beneficial ownership    common stock
                        -----------------------    -------------

Ray C. Brown                   9,000,000               9.63%
C. Wayne Hartle                2,105,900               2.25%
Kiyoshi Kasai                    693,000               0.74%
Wayne M. Ash                           0               0.00%
                              -----------             ------
All Executive Officers        11,798,900              12.62%
  And Directors (4 persons)

      Each of the executive officers and directors has sole voting and
investment power over the shares listed in the table as being beneficially
owned by him except:

      .    The amount listed as being beneficially owned by Ray C. Brown
           includes 5,000,000 shares which he owns jointly with his wife,
           Carryl W. Brown, and excludes an additional 45,000 shares as to
           which Mr. Brown disclaims ownership.

      .    40,000 of the shares listed as being beneficially owned by Kiyoshi
           Kasai are owned of record by his wife, Fumiko Kasai

      .    150,000 of the shares listed as being beneficially owned by Kiyoshi
           Kasai are owned of record by the Kasai Family Trust. Kiyoshi Kasai
           is the trustee of the Kasai Family Trust, and has sole voting and
           investment power over the shares held by the Trust.  The
           beneficiaries of the Kasai Family Trust are Kiyoshi Kasai, his wife
           and their children.

There are no warrants or options outstanding which are exercisable by any of
our officers and directors.




                                52
<PAGE>

Changes in Control.
-------------------

      There are no present arrangements or pledges of Unico's securities which
may result in a change in control of Unico.


Item 12. Certain Relationships and Related Transactions.

Transactions with Management and Others.
---------------------------------------

      Since March 1, 2002, Unico has entered into the following significant
related party transactions:

     1.  Unico has received advances from two related parties; C. Wayne Hartle
and Ray C. Brown.  Most of these were entered into prior to March 1, 2002, but
are still outstanding.  However, the amounts owing to C. Wayne Hartle and Ray
C. Brown have been increased and reduced from time to time as additional
advances are made or as the balances are paid down.  As of February 29, 2004,
Unico owed the following principal amounts described below to the following
related parties:

     .    $935,473 to Ray C. Brown.

     .    $49,850 to C. Wayne Hartle.

Unico has accrued interest on the advances at 10% per annum.  The advances are
due upon demand.  During the fiscal year ended February 29, 2004, Ray C. Brown
loaned an additional $284,641 to Unico, and he received repayment of $21,165.
During the fiscal year ended February 29, 2004, C. Wayne Hartle loaned an
additional $24,131 to Unico.  During the fiscal year ended February 28, 2003,
Ray C. Brown increased the principal balance of his loans to Unico by $149,921
and C. Wayne Hartle loaned an additional $8,206.  During the fiscal year ended
February 28, 2003, Unico paid $315,550 of accrued interest to Ray C. Brown.
As noted below, $280,000 of the accrued interest was paid through the issuance
of 1,700,000 shares of Unico common stock to Mr. Brown.

     2.  On June 5, 2002, Unico issued 1,700,000 shares of its common stock to
Ray C. Brown as payment for accrued interest.  The shares were valued at $0.17
per share for a total of $280,000.

Transactions with Promoters.
---------------------------

      There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which Unico or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any promoter
or founder, or any member of the immediate family of any of the foregoing
persons, had a material interest.




                                53

<PAGE>








Item 13. Exhibits and Reports on Form 8-K.

Exhibits
--------

Exhibit                                                              Exhibit
Number            Description                                        Location

   3.1         Articles of incorporation                                *
   3.2         Amendment to articles of incorporation,                  *
               dated November 8, 1967
   3.3         Amendment to articles of incorporation,                  *
               dated December 6, 1972
   3.4         Amendment to articles of incorporation,                  *
               dated May 29, 1973
   3.5         Amendment to articles of incorporation,                  *
               dated December 1, 1979
   3.6         Amendment to articles of incorporation,                  *
               dated May 12, 1992
   3.7         Amendment to articles of incorporation,                  *
               dated November, 1999
   3.8         By-laws                                                  *
   3.9         Board of directors  resolution amending                  *
               Unico's by-laws, dated April 1, 1992
  10.1         Mining Lease and Option to Purchase                      *
               dated March 20, 1992
  10.2         Deer Trail Mine Development Agreement                    *
               dated October 5, 1998
  10.3         Sales Agreement (for purchase of real                    **
               estate)
  10.4         Mining Lease and Option to Purchase                      ***
               (Deer Trail Mine) dated December 1, 2001
  10.5         Mining Lease and Option to Purchase                      ***
               (Bromide Basin Mine) dated July 20, 2001
  10.6         Revised Mining Lease and Option to Purchase              ****
               (Bromide Basin Mine) dated April 1, 2003
  10.7         Equipment Purchase Agreement dated April 1, 2003         ****
  10.8         Promissory Note in Favor of Kaibab Industries, Inc.      ****
               dated April 1, 2003
  10.9         Security Agreement dated April 1, 2003                   ****
  10.10        Promissory Note for $350,000 in Favor of J. Bruce        ****
               Hirschberg dated June, 2002
  10.11        Promissory Note for $200,000 in Favor of J. Bruce        ****
               Hirschberg dated June, 2002
  10.12        Trust Deed to J. Bruce Hirschberg Encumbering the Silver ****
               Bell Mining Claims dated June, 2002
  10.13        Trust Deed to J. Bruce Hirschberg Encumbering 680 Acres  ****
               of Land Near the Deer Trail Mine dated June, 2002
  10.14        Single Installment Note for $100,000 in Favor of Ray C.  ****
               Brown dated April 19 and 20, 2003.
  31.1         Certification of Chief Executive Officer pursuant
               to Section 302 of the Sarbanes-Oxley Act of 2002         *****
  31.2         Certification of Chief Financial Officer pursuant
               to Section 302 of the Sarbanes-Oxley Act of 2002         *****
  32.1         Certification of Chief Executive Officer pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002         *****






                                54
<PAGE>




  32.2         Certification of Chief Financial Officer pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002         *****

               *     Incorporated by reference from Unico's Registration
                     Statement on Form 10-SB filed on April 6, 2000.

               **    Incorporated by reference from Unico's Current Report on
                     Form 8-K filed September 1, 2000.

               ***   Incorporated by reference from Amendment No. 1 to Unico's
                     Annual Report on Form 10-KSB/A for the Fiscal Year Ended
                     February 29, 2002 filed on May 31, 2002.

               ****  Incorporated by reference from Unico's Annual Report on
                     From 10-KSB for the Fiscal Year Ended February 28, 2003
                     filed on June 13, 2003.

               ***** Filed herewith

Reports on Form 8-K
-------------------

      Unico filed no reports on Form 8-K during the last quarter of the period
covered by this report.


Item 14. Principal Accountant Fees and Services.

Independent Public Accountants.
-------------------------------

      Unico's independent accountants for the fiscal years ended February 29,
2004 and February 28, 2003 was HJ Associates & Consultants, LLP of Salt Lake
City, Utah.

      (a) Audit Fees.  During the fiscal years ended February 29, 2004 and
February 28, 2003, the aggregate fees billed by HJ Associates & Consultants,
LLP, for services rendered for the audit of our annual financial statements
and the review of the financial statements included in our quarterly reports
on Form 10-QSB or services provided in connection with the statutory and
regulatory filings or engagements for those fiscal years, was approximately
$25,244 and $21,500, respectively.

      (b) Audit-Related Fees.  During the fiscal years ended February 29, 2004
and February 28, 2003 our auditors, HJ Associates & Consultants, LLP, did not
receive any fees for any audit-related services other than as set forth in
paragraph (a) above.

      (c) Tax Fees.  Our auditors did not provide tax compliance or tax
planning advice during the fiscal years ended February 29, 2004 and February
28, 2003.

      (d) Other Fees.  During the fiscal years ended February 29, 2004 and
February 28, 2003, the aggregate fees billed by HJ Associates & Consultants,
LLP for services rendered, other than those described above, totaled $0 and
$0, respectively.




                                55
<PAGE>





                            SIGNATURES

      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.

                                UNICO, INCORPORATED



Date: June 15, 2004             By_/s/ Ray C. Brown
                                   ------------------------------------------
                                    Ray C. Brown, Director and Chief
                                    Executive Officer


      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.


Date: June 15, 2004             By /s/ Ray C. Brown
                                  ------------------------------------------
                                   Ray C. Brown, Director, Chief Executive
                                   Officer, Chief Financial Officer and
                                   Chief Accounting Officer


Date: June 15, 2004             By /s/ Kiyoshi Kasai
                                   -----------------------------------------
                                    Kiyoshi Kasai, Director



Date: June 15, 2004             By  /s/ C. Wayne Hartle
                                   -----------------------------------------
                                    C. Wayne Hartle, Director









                                56

<PAGE>