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 28, 2003

[ ]  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]


<PAGE>

State Issuer's revenues for its most recent fiscal year: February 28, 2003 -
$0.00.

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 12, 2003, the aggregate market value of the voting stock held by
non-affiliates was $2,946,783, based on approximately 65,484,074 shares of
voting common stock of the registrant held by non-affiliates and the average
bid and asked prices ($0.045) 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 June 11, 2003 there
were 77,507,974 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 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.  There are no known, proven or probable reserves on the property.

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

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 plans to seek a permit for large scale
mining operations.

     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 eight full time employees.  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.  Their efforts have been
concentrated in the 3400 Area of the mine, from which they have been removing
approximately 1,000 tons of ore per month.  The ore is being 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

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



                                3
<PAGE>

     Unico signed an agreement with H & H Metals of New York pursuant to which
Unico planned to sell the majority of its concentrates to H & H Metals.
However, that agreement expired December 31, 2002, prior to H & H purchasing
any concentrates from Unico.

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

     The Pennolies Smelter in Torreon, Mexico recently agreed to purchase
concentrates from Unico.  Unico also plans to send 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.
Guilderbrook, Inc. is owned by Gilbert A. Windheim, one of Unico's
stockholders.  Aurora Resources & Mining Corp. is owned by David F. Poisson
and his wife.  Mr. Poisson has been a director and assistant secretary of
Unico since November 1999.  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. is to receive
25% of the net profits from the future mining operations ore sales, including
all ore mined at the Deer Trail Mine.

     The Deer Trail Mine Development Agreement obligates Aurora Resources &
Mining Corp. to provide the mine operations management along with the other
necessary additional equipment to begin mining operations at the Deer Trail
Mine.  This is 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 existing option under the Deer Trail Lease is appropriate,
Guilderbrook, Inc. is to pay 25% of the option price, Aurora Resources &
Mining Corp. is to pay 50% of the option price and Unico is to pay 25% of the
option price.  The total option price is presently $4,000,000.  In the event
that the option is exercised under the Deer Trail Lease, 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:


                                4
<PAGE>

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

In the event that the option is exercised, Unico is 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 the remaining 24% right to net
profits under the Deer Trail Mine Development Agreement.  As a result, Unico
is now entitled to 75% of any net profits generated under the Deer Trail Mine
Development Agreement, and Guilderbrook, Inc. is entitled to the remaining 25%
of any net profits.

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.

     Unico intends to commence some mining activities on the Silver Bell Mine
in late Summer, 2003.  Unico anticipates that it may mine approximately 60
tons of ore per day from the Silver Bell Mine initially.  Unico intends to
transport the ore 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 March 31, 2004, 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

                                5
<PAGE>

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.

     Unico commenced mining efforts on the Bromide Basin Mines in September
2001 with five full time miners.  Mining efforts stopped in November 2001 due
to weather.  Mining activities resumed in late May 2002 and continued until
early November 2002 when they stopped due to weather.  They should resume in
June 2003. At that time, Unico will continue to remove ore from the property,
and transport the ore to the Deer Trail Mine site where it will be crushed and
milled.  Unico plans to continue to work to extend the El Padre Tunnel
approximately 200 feet to get under the Bromide Vein in order to reach higher
grade ore and make the mining efforts more efficient.  Because of the Bromide
Basin Mine's high elevation, mining activities are seasonal and will likely
occur only from June through November.

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.

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 recent years due to low metal prices.

Employees.
---------

     Unico presently has 8 full time employees and 1 part time employee who
are leased from another company.  Five of these full time employees are
miners.   The other full time employees include a project manager, foreman and
3 other workers.  The part time employee is an electrician.  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.


                                6
<PAGE>

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.  Presently Unico
has no outstanding citations and has complied with MSHA regulations and
maintains a good working relationship with 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.

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 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.  Under the new Lease Unico is 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 is also required to pay all utility costs and taxes on the
claims estimated to be


                                7
<PAGE>

approximately $25,000 per year.  The Mining Lease and Option to Purchase
grants 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 may be
exercised at any time prior to the termination date of the Lease.

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 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

                                8
<PAGE>

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 have
been concentrated in the 3400 area of the mine.

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 20 degrees W.  The Deer Trail ore body rakes across this inclination with
a bearing of N 70 degrees W, so the average plunge of the ore zone into Deer
Trail Mountain is about 18 degrees.

      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 vein.
The ore body has a sinuous ribbon like shape in plain view and has


                                9
<PAGE>

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.


                                10
<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.  Further drilling to
prove up known resources are contemplated as well as ways to mine more
efficiently in order to mine lower grade ores at a profit.  One such method is
now under review.  The use of a heavy media separator could significantly
increases mineable reserves.  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.

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.  This represents approximately five percent (5.0%) of
the total issued and outstanding shares of common stock 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
separate parcels.  The claims contain mining properties which have not been
mined for production since 1983.  The properties were mined primarily for

                                11
<PAGE>

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 intends to commence some mining activities on the Silver Bell Mine
in Summer 2003.  Unico anticipates that it may mine approximately 60 tons of
ore per day from the Silver Bell Mine initially.  The ore 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 March 31, 2004, 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.

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


                                12
<PAGE>

     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.

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.


                             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.


                                13
<PAGE>


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

May 31, 2001                   $.215             $.10
August 31, 2001                $.13              $.081
November 30, 2001              $.11              $.07
February 28, 2002              $.09              $.06
May 31, 2002                   $.17              $.065
August 31, 2002                $.175             $.075
November 30, 2002              $.105             $.055
February 28, 2003              $.092             $.059

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

      As of June 11, 2003 there were approximately 534 stockholders of record.
Because many of the shares are held in broker or street name, Unico believes
that it has significantly more than 534 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 28, 2003,
Unico made the following sales of securities which were not registered under
the Securities Act of 1933:


Date      Recipient            No. of shares  Consideration Valuation
-----     ----------           -------------  ------------- ---------
1/29/03   Michael Margolin
            & Debra Margolin      55,000         Cash       ($.10) per share
1/29/03   Fred Margolin
            & Cathy Margolin      60,000         Cash       ($.10) per share
1/29/03   Lance Margolin          15,000         Cash       ($.10) per share
1/29/03   Steven Margolin         50,000         Cash       ($.10) per share
1/23/03   Carolyn M. Gabriel     125,000         Cash       ($.16) per share



                                14
<PAGE>

Each of the persons named in the table above who purchased shares during the
fourth quarter of the fiscal year ended February 28, 2003 (other than Carolyn
M. Gabriel) received options to purchase an equal number of shares at the same
cash price per share during the two years following their stock purchases.

     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 28, 2003, please refer to
Unico's quarterly reports for the quarters ended November 31, 2002, August 31,
2002, and November 30, 2002.  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, 2002 and 2001 please
refer to Unico's annual reports on Form 10-KSB for the fiscal years ended
February 28, 2002 and 2001, respectively.

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:

     .  Increase mining activities at the Deer Trail Mine and the Bromide
        Basin Mine;
     .  Increase milling activities at the Deer Trail Mine in June 2003;
     .  Begin making sales and shipping concentrates to smelters for smelting
        and refining in June or July 2003;
     .  Begin mining activities at the Silver Bell Mine in Summer 2003;
     .  Increase the number of full-time employees from 8 to approximately 35;
     .  Explore the possibility of obtaining a joint-venture partner to more
        fully develop Unico's mining operations;
     .  Explore the possibility of building a small portable gold processing
        plant to be located at the Deer Trail mine to recover gold by gravity
        or flotation means; and
     .  Raise a minimum of $250,000 in additional equity capital, loans and/or
        other financing transactions.

     Accomplishing our 12-month plan of operations is dependent on the Company
raising approximately $250,000 in equity or debt financing during the next 2
to 3 months.  The Company's current cash will sustain operations for
approximately 60 days.

                                15

<PAGE>


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

     Results of operations.  During the year ended February 28, 2003, Unico
experienced a net loss in the amount of $624,167, or approximately ($0.01) per
share, which is $150,272 less than the net loss of $774,439, or approximately
($0.01) per share, incurred in the fiscal year ended February 28, 2002.

     Unico attributes the decreased net loss for the year ended February 28,
2003 primarily to a $638,025 gain on expiration of debt, which was partially
offset by a $279,260 bad debt expense incurred in writing off a stock
subscription receivable.  General and administrative expenses also increased
$186,561 in the fiscal year ended February 28, 2003.

     Liquidity and capital resources.  Presently our liquid resources are
sufficient to support operations for approximately 60 days.  We are dependent
on raising approximately $250,000 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 $250,000 in equity or
debt capital or through other financing transactions in the next 2 to 3
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. 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.

     Revenue.  We have had no revenues from operations during the past two
fiscal years.  We anticipate generating revenues from operations beginning in
the Summer 2003.

     Lease termination; option to purchase.  Unico's new lease agreement for
the Deer Trail Mine expires June 1, 2004.  We presently have an option to
purchase the Deer Trail Mine for $4,000,000 plus a carried interest or royalty
of a three percent (3%) net smelter return.  In the event mining operations
from the mine are profitable, Unico will either need to obtain an extension of
the lease agreement or exercise the option to purchase the Deer Trail Mine
before June 1, 2004.  No assurance can be given that the owner of the Deer
Trail Mine will extend the lease.  Unico presently does not have sufficient
funds to exercise the option to purchase the Deer Trail Mine, and no assurance
can be given that Unico will have sufficient funds to purchase the Deer Trail
Mine when the lease expires.



Item 7.  Financial Statements



                   UNICO, INC. AND SUBSIDIARIES

                CONSOLIDATED FINANCIAL STATEMENTS

                        February 28, 2003


<PAGE> 16





                         C O N T E N T S


Independent Auditors' Report................................................3

Consolidated Balance Sheet..................................................4

Consolidated Statements of Operators........................................6

Consolidated Statements of Stockholders' Equity (Deficit)...................7

Consolidated Statements of Cash Flows......................................13

Notes to Consolidated Financial Statements.................................15






<PAGE> 17




                  INDEPENDENT AUDITORS'  REPORT


Unico, Inc. and Subsidiaries
Board of Directors
Magalia, California

We have audited the accompanying consolidated balance sheet of Unico, Inc. and
Subsidiaries as of February 28, 2003 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the years ended February 28,
2003 and February 28, 2002 and from inception of the exploration stage on
March 1, 1997 through February 28, 2003. 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 auditing standards generally
accepted in the United States of America.  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, Inc. and Subsidiaries as of February 28, 2003 and the results of
their operations and their cash flows for the years ended February 28, 2003
and February 28, 2002 and from inception of the exploration stage on March 1,
1997 through February 28, 2003 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 no operating revenues to date, which 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, 2003

<PAGE> 18





                   UNICO, INC. AND SUBSIDIARIES
                    Consolidated Balance Sheet


                              ASSETS

                                                                 February 28,
                                                                    2003
                                                                -------------

CURRENT ASSETS

  Cash and cash equivalents                                     $     33,557
  Certificate of deposit                                               5,293
  Employee advances                                                      650
                                                                -------------

    Total Current Assets                                              39,500
                                                                -------------
PROPERTY AND EQUIPMENT

  Property and equipment, net (Note 4)                               767,203
                                                                -------------

OTHER ASSETS

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

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

      TOTAL ASSETS                                              $    845,604
                                                                =============













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

                                4
<PAGE> 19








                   UNICO, INC. AND SUBSIDIARIES
              Consolidated Balance Sheet (Continued)



          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                 February 28,
                                                                     2003
                                                                -------------

CURRENT LIABILITIES

  Bank overdraft                                                $        411
  Accounts payable                                                    30,271
  Accrued expenses                                                     9,778
  Notes payable - related party (Note 6)                             697,716
  Notes payable - current (Note 5)                                   319,000
  Accrued interest payable                                           216,655
  Accrued interest payable - related party                            69,387
  Commitments and contingencies (Note 9)                             162,615
                                                                -------------

    Total Current Liabilities                                      1,505,833
                                                                -------------
LONG TERM LIABILITIES

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

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

    Total Liabilities                                              2,054,299
                                                                -------------
STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, 100,000,000 shares authorized at $0.10 par
   value; 74,427,974 shares issued and outstanding                 7,442,799
  Additional paid-in capital                                         770,881
  Deficit accumulated prior to exploration stage                  (3,788,522)
  Deficit accumulated during the exploration stage                (5,633,853)
                                                                -------------

    Total Stockholders' Equity (Deficit)                          (1,208,695)
                                                                -------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        $    845,604
                                                                =============




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

                                5


<PAGE> 20

                   UNICO, INC. AND SUBSIDIARIES
              Consolidated Statements of Operations

                                                                     From
                                                                   Inception
                                                                    of the
                                                                  Exploration
                                                                   Stage on
                                           For the Years Ended      March 1,
                                              February 28,       1997 Through
                                      -------------------------- February 28,
                                           2003         2002          2003
                                      ------------- ------------ -------------

REVENUES                              $          -  $         -  $          -

EXPENSES

  Bad debt expense                         279,260            -       279,260
  General and administrative               769,595      583,034     3,776,323
  Depreciation                              78,064       67,510       302,143
                                      ------------- ------------ -------------

    Total Expenses                       1,126,919      650,544     4,357,726
                                      ------------- ------------ -------------

     Loss from Operations               (1,126,919)    (650,544)   (4,357,726)
                                      ------------- ------------ -------------
OTHER INCOME (EXPENSES)

  Interest income                            1,537        3,678        13,957
  Interest expense                        (136,810)    (127,573)     (899,554)
  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)          502,752     (123,895)   (1,276,127)
                                      ------------- ------------ -------------

NET LOSS                              $   (624,167) $  (774,439) $ (5,633,853)
                                      ============= ============ =============

NET LOSS PER SHARE                    $      (0.01) $     (0.01)
                                      ============= ============
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                     73,518,755   68,083,444
                                      ============= ============


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

                                6
<PAGE> 21
<TABLE>
<CAPTION>


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

                                                           Additional    Stock
                                         Common 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.

                                         7
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>


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

                                                           Additional    Stock
                                         Common 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.
                                         8
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>

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

                                                           Additional    Stock
                                         Common 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.

                                         9
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
                           UNICO, INC. AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                                           Additional    Stock
                                         Common 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 prat of these consolidated financial statements.

                                        10

</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
                           UNICO, INC. AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                                           Additional    Stock
                                         Common 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.
                                        11
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
                           UNICO, INC. AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                                           Additional    Stock
                                         Common 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)
                                    =========== ========== ============= ============ ========= ============


Deficit accumulated prior to the exploration stage                                              $(3,788,522)
Deficit accumulated during the exploration stage                                                 (5,633,853)
                                                                                                ------------

                                                                                                $(9,422,375)
                                                                                                ============






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

                                        12














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




                           UNICO, INC. AND SUBSIDIARIES
                       Consolidated Statements of Cash Flows

                                                                                        From
                                                                                      Inception
                                                                                       of the
                                                                                     Exploration
                                                                                      Stage on
                                                              For the Years Ended      March 1,
                                                                  February 28,       1997 Through
                                                          -------------------------- February 28,
                                                              2003         2002          2003
                                                          ------------- ------------ -------------

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

Net loss                                                  $   (624,167) $  (774,439) $ (5,633,853)
Adjustments to reconcile net loss to net cash
 (used) by operating activities:
   Stock issued for services                                   108,500      120,379     1,326,099
   Bad debt expense                                            279,260            -       279,260
   Warrants issued below market value                                -            -       155,000
   Depreciation expense                                         78,064       67,510       302,143
   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)         433           (65)
   Decrease in prepaid expenses                                  3,460            -         3,460
   (Increase) in other assets                                     (286)     (24,408)       (6,192)
   Increase in accounts payable and other liabilities           37,267       46,391       975,693
                                                          ------------- ------------ -------------

     Net Cash (Used) by Operating Activities                  (756,577)    (564,134)   (2,301,647)
                                                          ------------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of land                                                  -            -       (50,000)
   Decrease in investment                                            -            -        95,068
   Purchase of fixed assets                                    (79,824)     (85,860)     (562,415)
                                                          ------------- ------------ -------------

     Net Cash (Used) by Investing Activities                   (79,824)     (85,860)     (517,347)
                                                          ------------- ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES

   Increase (decrease) in back overdraft                        (3,644)       4,055           411
   Proceeds from notes payable - related party                 161,127      147,436     1,110,912
   Proceeds from notes payable                                 613,000        5,000       618,000
   Payments on notes payable                                    (1,534)    (150,000)     (151,534)
   Issuance of stock for cash                                   68,000      448,000     1,228,750
   Receipt of stock subscription receivable                          -            -        41,990
                                                          ------------- ------------ -------------

     Net Cash Provided by Financing Activities            $    836,949  $   454,491  $  2,848,529
                                                          ------------- ------------ -------------


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

                                        13


</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>




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

                                                                                        From
                                                                                      Inception
                                                                                       of the
                                                                                     Exploration
                                                                                      Stage on
                                                              For the Years Ended      March 1,
                                                                  February 28,       1997 Through
                                                          -------------------------- February 28,
                                                              2003         2002          2003
                                                          ------------- ------------ -------------

                                                       <c>           <c>          <c>

NET INCREASE (DECREASE) IN CASH                           $        548  $  (195,503) $     29,535

CASH AND CASH EQUIVALENTS AT  BEGINNING OF PERIOD               33,009      228,512         4,022
                                                          ------------- ------------ -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                $     33,557  $    33,009  $     33,557
                                                          ============= ============ =============
CASH PAID DURING THE PERIOD FOR:

 Interest                                                 $     71,668  $     3,680  $     20,812
 Income taxes                                             $          -  $         -  $          -

NON-CASH FINANCING ACTIVITIES:

 Issuance of stock for services                           $    108,500  $   120,379  $  1,326,099
 Issuance of stock for prepaid services                   $          -  $     3,460  $      3,460
 Issuance of stock for debt                               $    322,000  $   144,069  $  1,384,069
 Issuance of stock for subsidiary acquisition             $          -  $         -  $    309,150
 Issuance of stock for fixed assets                       $          -  $     2,400  $     58,400




























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

                                        14






</TABLE>
<PAGE> 29
                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Unico, Inc. (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, Inc.  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 28,
                                                  ---------------------------
                                                       2003         2002
                                                  ------------- -------------

     Net loss (numerator)                         $   (624,167) $   (774,439)
     Weighted average shares outstanding
      (denominator)                                 73,518,755    68,083,444
                                                  ------------- -------------

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

Dilutive loss per share is not presented due to potentially dilutive items
being antidilutive in nature.  The Company has excluded 4,808,041 common stock
equivalents at February 28, 2003.  See Note 10.


                                15
<PAGE> 30

                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002


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 liabilities 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 that 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 28,
2003 and 2002:

                                                       2003          2002
                                                  ------------- -------------
Deferred tax assets:
 NOL Carryover                                    $  1,516,950  $  1,429,135

Deferred tax liabilities:
 Accumulated depreciation                             (111,100)      (96,000)

Valuation allowance                                 (1,405,850)   (1,333,135)
                                                  ------------- -------------

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 of 39% to pretax income from
continuing operations for the years ended February 28, 2003 and 2002 due to
the following:

                                                       2002          2001
                                                  ------------- -------------
Book loss                                         $   (243,425) $   (302,030)
Depreciation                                           (15,205)      (41,830)
Accrued interest                                        23,465        21,425
Forgiveness of debt                                     (7,995)            -
Bad debt                                               108,911             -
Other                                                   19,219           450
Stock for services/options expense                      42,315        46,950
Valuation allowance                                     72,715       275,035
                                                  ------------- -------------
                                                  $          -  $          -
                                                  ============= =============

At February 28, 2003, the Company had net operating loss carryforwards of
approximately $3,860,000 that may be offset against future taxable income from
the year 2003 through 2023.  No tax benefit has been reported in the February
28, 2003 consolidated financial statements since the potential tax benefit is
offset by a valuation allowance of the same amount.

                                16
<PAGE> 31


                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002

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 the future.

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

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 proven and probable ore reserves, future production cost estimates and
future metals price estimates over the estimated remaining life of the mineral
property.  If undiscounted 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.














                                17

<PAGE> 32

                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h.  Recent Accounting Pronouncements

During the years ended February 28, 2003, and 2002, the Financial Accounting
Standards Board adopted the following Statements of Financial Accounting
Standards:

    . SFAS No. 141, Business Combinations;
    . SFAS No. 142, Goodwill and Other Intangible Assets;
    . SFAS No. 143, Accounting for Asset Retirement Obligations;
    . SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
      Assets;
    . SFAS No. 145, Recision 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; and
    . SFAS No. 148, Accounting for Stock Based Compensation.

These newly issued accounting pronouncements had no effect on the Company's
current financial statements and did not impact the Company.

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 releases leases are
described as follows.


                                18

<PAGE> 33



                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002


NOTE 3 - MINING CLAIMS AND LEASES (Continued)

Dear 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.  Under
the new Lease the Company is 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.  The Company is also
required to pay all utility costs and taxes on the claims estimated to be
approximately $25,000 per year.  The Mining Lease and Option to Purchase
grants to the Company 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
may be exercised at any time prior to the termination date of the Lease.  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, Mr. Guilderbrook has paid $9,000
of each required monthly royalty payment of $10,000, with the Company
remitting the balance.






















                                19


<PAGE> 34





                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002


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, 2003, no ore has yet been produced related to this property.  As
a result, the Company has renegotiated the terms of the lease agreement
subsequent to year-end (See Note 11).



















                                20



<PAGE> 35







                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002



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 28,
                                                              2003
                                                          -------------

               Automobiles                                $     51,724
               Mining equipment                                840,321
               Other equipment                                   2,400
               Land                                            200,000
                                                          -------------

                   Total property and equipment              1,094,445
                                                          -------------

               Less: accumulated depreciation                 (327,242)
                                                          -------------

               Net Property and Equipment                 $    767,203
                                                          =============

Depreciation expense for the years ended February 28, 2003 and 2002 amounted
to $78,064 and $67,510, 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.







                                21

<PAGE> 36

                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002



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 28, 2003 was
$286,000, plus accrued interest of $215,685.

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 year ended February 28, 2003, the Company paid $35,138 in
monthly interest payments.  As of February 28, 2003, the Company owes $548,466
and $4,204 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 28, 2003, the balance and accrued interest related to
the debt was $33,000 and $970, respectively.

NOTE 6 - NOTES PAYABLE - RELATED PARTY

Advances from related parties amounted to $697,716 at February 28, 2003, are
due on demand, and accrue interest at 10% per annum.  Accrued interest due to
related parties is $69,387 at February 28, 2003.  Interest expense amounted to
$99,010 and $54,934 for the years ended February 28, 2003 and 2002,
respectively.  On June 5, 2002, the Company converted $289,000 of the accrued
interest owed to a related party into 1,700,000 shares of common stock at
$0.17 per share.





                                22


<PAGE> 37


                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002



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 generally
accepted accounting principles 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 28, 2003.   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:

         .  Increase mining activities at the Deer Trail Mine and the Bromide
            Basin Mine;
         .  Increase milling activities at the Deer Trail Mine in June 2003;
         .  Begin making sales and shipping concentrates to smelters for
            smelting and refining in June or July 2003;
         .  Begin mining activities at the Silver Bell Mine in Summer 2003;
         .  Increase the number of full-time employees from 8 to approximately
            35;
         .  Explore the possibility of obtaining a joint-venture partner to
            more fully develop Unico's mining operations;
         .  Explore the possibility of building a small portable gold
            processing plant to be located at the Deer Trail mine to recover
            gold by gravity or flotation means; and
         .  Raise a minimum of $250,000 in additional equity capital, loans
            and/or other financing transactions.

Accomplishing our 12-month plan of operations is dependent on the Company
raising approximately $250,000 in equity or debt financing during the next 2
to 3 months.  The Company's current cash will sustain operations for
approximately 60 days.






                                23


<PAGE> 38

                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002




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.

In an action filed by the Mine Safety and Health Administration (MSHA) the
Company was assessed certain penalties as a result of citations issued by
MSHA.  During January 2000, the Company settled with MSHA and is required to
pay penalties totaling $22,000.  The penalties are to be paid in eight
installments of $2,750 beginning May 1, 2000 and continuing every six months
until paid. The Company still owes $5,500  at February 28, 2003 which has been
accrued for in the accompanying consolidated financial statements.

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 Company stock held in escrow account.  As of
February 28, 2003, the Company is current in its repayment obligation and has
accrued the remaining balance, of $107,115, that is payable under the
settlement.

                                24

<PAGE> 39

                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002



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 28,
2003,the Company was current in making scheduled payments, and the Company
still owed $50,000 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.

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 28, 2003,
including all changes during the year, is presented below:















                                25



<PAGE> 40

                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002


NOTE 10 - OUTSTANDING STOCK OPTIONS (Continued)

                                                                Weighted
                                                                Average
                                                                Exercise
                                                      Shares    Price
                                                   ------------- -------------
  Options outstanding at February 28, 2002:

    Options issued in 1997                           1,000,000  $      0.10
    Options issued in 2000                             950,000         0.10
    Options issued in 2001                           1,037,500         0.13
    Options issued in 2002                           4,278,041         0.11
                                                  ------------- -------------

    Total options outstanding, February 28, 2002     7,265,541         0.11

  Summary of activity for 2003:

    Granted                                            580,000         0.10
    Canceled                                                 -            -
    Exercised                                         (175,000)        0.14
    Expired                                         (2,862,500)        0.10
                                                  ------------- -------------

  Outstanding, February 28, 2003                     4,808,041  $      0.11
                                                  ============= =============

  Exercisable, February 28, 2003                     4,808,041  $      0.11
                                                  ============= =============


NOTE 11 - SUBSEQUENT EVENTS

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

Subsequent to February 28, 2003, the Company has issued 2,050,000 shares of
common stock valued at $0.10 per share in exchange for consulting services.

On April 22, 2003, the Company sold 30,000 shares of common stock for cash at
$0.10 per share.

On April 22, 2003, the Company issued warrants to purchase 2,000,000 shares of
common stock at an exercise price of $0.10 per share.  The warrants were
issued in exchange for consulting services to be provided in fiscal 2004, and
will expire on April 18, 2006.






                                26


<PAGE> 41




                   UNICO, INC. AND SUBSIDIARIES
          Notes to the Consolidated Financial Statements
                    February 28, 2003 and 2002


NOTE 11 - SUBSEQUENT EVENTS (Continued)

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

Subsequent to February 28, 2003, related parties made additional advances to
the Company in the amount of $100,000.

Mining Claims and Leases
------------------------

Subsequent to February 28, 2003, the Company renegotiated the terms of the
Henry Mountain mining lease.  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.



                                27

<PAGE> 42


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

     During our two most recent fiscal years ended February 28, 2003, 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.


                             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            80    Chief executive officer and chairman
                              of board of directors

Wayne M. Ash            63    President

Kiyoshi Kasai           86    Vice president and director

David F. Poisson        52    Assistant secretary and director

C. Wayne Hartle         66    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.

     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.


                                43
<PAGE>

     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.

     David F. Poisson has been an assistant secretary and director of Unico
since November, 1999.  He is currently a vice President of Axxent Corp., a
position he has held since March, 2000, where he is responsible for sales and
new product installation construction activity surrounding fuel conditioning
systems for diesel-electric and diesel motive power equipment.  He was a
project manager for Gibson Construction of Nevada, a position he held from
June, 1998 until March, 2000.  At Gibson Construction, Mr. Poisson is
responsible for the construction progress and profitability of managing
multiple projects contracted for that company.  From approximately February
1996 until June 1998, Mr. Poisson was a partner and general manager of Aurora
Iron Creations Company, an architectural iron work company.  From 1992 until
late 1995, Mr. Poisson was vice president of North Star Trading Company.  He
has had previous experience in various construction related companies.  He was
previously involved with a family owned coal mine in the Anthracite Region of
Pennsylvania.  He is familiar with the start up associated with the Deer Trail
Mine as it becomes an operational revenue producing mine.

     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 51, 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.


                                44

<PAGE>

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:

          (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
28, 2003, except for the following:

     (1) Kenneth Brown, Unico's former president, filed a Form 4 report on or
         about October 22, 2002, to report a purchase of 500,000 shares which
         occurred on June 5, 2002.

     (2) David Poisson, a director, filed a Form 4 report on or about October
         15, 2002 to report a purchase of 200,000 shares which occurred on
         June 5, 2002.

Item 10. Executive Compensation.

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


                                45
<PAGE>

     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, 2001, February 28, 2002 and February
28, 2003:

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

Ray C. Brown                     2003       $-0-       $-0-
  Chief Executive Officer        2002       $-0-       $-0-
  And Director                   2001       $-0-       $-0-

     Ray C. Brown was not paid any cash compensation during the years ended
February 28, 2001, February 28, 2002 and February 28, 2003.  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 28, 2003 and February 28, 2002.
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 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 arrangement for compensating its directors.



                                46
<PAGE>


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.

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 June 11, 2003, 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              11.61%
C. Wayne Hartle                2,280,900               2.94%
Kiyoshi Kasai                    693,000               0.89%
David F. Poisson                  50,000               0.06%
Wayne M. Ash                           0               0.00%
                              -----------             -------
All Executive Officers
and Directors (5 persons)     12,023,900              15.51%

                                47
<PAGE>

     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.

     .   All 50,000 shares listed as being beneficially owned by David F.
         Poisson are owned of record by Aurora Resources and Mining Co., a
         privately held company owned by Mr. Poisson and his wife. Mr. Poisson
         is president of Aurora Resources and Mining Co., and he has sole
         voting and investment power over these shares.

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

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, 2001, 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, 2001, 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 28, 2003,
Unico owed the following principal amounts described below to the following
related parties:

     .    $671,997 to Ray C. Brown.

     .    $ 25,719 to C. Wayne Hartle.

                                48
<PAGE>


Unico has accrued interest on the advances at 10% per annum.  The advances are
due upon demand.  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 years ended February
28, 2003 and 2002, Unico paid $315,550 and $3,680, respectively, of accrued
interest to Ray C. Brown. As noted below, $280,000 of the accrued interest was
paid through the issuance 1,700,000 shares of Unico common stock to Mr. Brown.

     2.  On August 3, 2001, Unico issued 908,900 shares of its common stock to
C. Wayne Hartle, in exchange for which Mr. Hartle reduced the amount Unico
owes him by $144,068.  The shares were valued at approximately $0.159 per
share.

     3.  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 total consideration 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.

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

Exhibits

     Exhibit
     Number      Description

      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


                                49
<PAGE>

     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 22, 2003
     99.1         906 Certifications

          *    Summaries of all exhibits contained within this
               report are modified in their entirety by reference
               to these Exhibits.

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

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



                                50

<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


                                  /s/ Ray C. Brown
Date: June 13, 2003           By______________________________________
                                 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.

                                  /s/ Ray C. Brown
Date: June 13, 2003           By______________________________________
                                 Ray C. Brown, Director, Chief Executive
                                 Officer, Chief Financial Officer and
                                 Chief Accounting Officer


                                 /s/ Kiyoshi Kasai
Date: June 13, 2003           By______________________________________
                                 Kiyoshi Kasai, Director



                                   /s/ David F. Poisson
Date: June 13, 2003           By______________________________________
                                    David F. Poisson, Director



                                   /s/ C. Wayne Hartle
Date: June 13, 2003           By______________________________________
                                    C. Wayne Hartle, Director


                                51

<PAGE>

             CERTIFICATION OF CHIEF EXECUTIVE OFFICER


     I, Ray C. Brown, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of Unico,
Incorporated;

     2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

     3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, the results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.

     4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report
         is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date
         of this annual report (the "Evaluation Date"); and

     (c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing
the equivalent functions):

     (a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     (b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and


                                52
<PAGE>

     6.  The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                         /s/ Ray C. Brown
Date:  June 13, 2003    ______________________________________
                        Ray C. Brown, Chief Executive Officer


                                53
<PAGE>



             CERTIFICATION OF CHIEF FINANCIAL OFFICER


     I, Ray C. Brown, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of Unico,
Incorporated;

     2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

     3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, the results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.

     4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report
         is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date
         of this annual report (the "Evaluation Date"); and

     (c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing
the equivalent functions):

     (a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     (b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and


                                53
<PAGE>
     6.  The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                        /s/ Ray C. Brown
Date:  June 13, 2003   ______________________________________
                       Ray C. Brown, Chief Financial Officer



                                54
<PAGE>




                          EXHIBIT INDEX

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 22, 2003
  99.1         906 Certifications

         *     Summaries of all exhibits contained within this
               Report are modified in their entirety by reference
               to these Exhibits which are incorporated by
               reference from Unico's Registration Statement on
               Form 10-SB filed on April 6, 2000.

         **    Incorporated by referenced from Form 8-K filed
               September 1, 2000.


                                55
<PAGE>


         ***   Incorporated by reference from Form 10-KSB/A
               Amendment No. 1 filed on May 31, 2002.

         ****  This exhibit contains confidential material that has
               been omitted pursuant to a Confidential Treatment
               Request.  The omitted information has been filed
               separately with the Securities and Exchange Commission.



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