<PAGE>                 

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

                                 FORM 10-QSB/A

             [X]   Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                For the quarterly period ended December 31, 1998

            [ ]   Transition Report Under Section 13 or 15(d) of the
                                  Exchange Act
                     For the transition period from      to

                         Commission file number 0-14973

                                  UNICO, INC.
             ------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

                  New Mexico                           85-0270072
             ------------------------------------------------------
            (State or other jurisdiction              (IRS Employer
          of incorporation or organization)        Identification No.)

              2925 Bayview Drive, Fremont, CA                94538
             ------------------------------------------------------
            (Address of principal executive offices)      (Zip Code)

                                 510/770-3990
             ------------------------------------------------------
                         (Issuer's telephone number)


                                     N/A
             ------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


Check whether the issuer (1) has filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such 
shorter period that the registrant was required to file such reports), and 
(2) has been subject to such filing requirements for the past 90 days.
                                                               Yes[X] No[ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer has filed all documents and reports required to be 
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution 
of securities under a plan confirmed by a court.  Yes    No N/A
                                                     ----  ----

                                      1

<PAGE>
                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date: December 31, 1998

    As of December 31, 1998, the Registrant had 7,229,428 shares of the
    Registrant's $0.20 par value common stock outstanding, excluding 3,699
    shares held by the Registrant for resale.  For accounting purposes, the
    acquisition of Multiwave was effective as of October 31, 1998.  It
    requires the issuance of 2,388,792 shares.  While these shares will be
    issued in March 1999, for the purposes of this Form 10-QSB/A, they are
    treated as if issued on October 31, 1998.  The total number of shares
    deemed to be outstanding as of December 31, 1998 is 9,618,220, in order
    to properly reflect the Multiwave acquisition described herein.


Transitional Small Business Disclosure Format (check one):
Yes        No  X
   ------    ------



































                                      2


<PAGE>                                 
INDEX TO 
REPORT ON FORM 10-QSB/A

UNICO, INC.


PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements                                       

          Balance Sheets as of December 31, 1998 and June 30, 1998   5

          Statements of Operations for the three months ended
          December 31, 1998 and December 31, 1997                    6

          Statements of Operations for the six months ended
          December 31, 1998 and December 31, 1997                    7
                       
          Statements of Cash Flows for the six months ended
          December 31, 1998 and December 31, 1997                    8         
        
          Notes to Financial Statements                              9


Item 2.   Management's Discussion and Analysis or Plan of 
          Operations                                                18         
     

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                         22

Item 2.   Changes in Securities and Use of Proceeds                 22

Item 3.   Defaults Upon Senior Securities                           22

Item 4.   Submission of Matters to a Vote of Security Holders       23

Item 5.   Other Information                                         23

Item 6.   Exhibits and reports on Form 8-K                          23













                                      3


<PAGE>
PART I - FINANCIAL INFORMATION

This Form 10-QSB/A is the final and complete form and replaces the Form 10-QSB 
filed on February 16, 1999.  That form did not contain certain items of 
information, such as inventory detail and the pro forma financial information, 
shown herein.  Item 2, Management's Discussion and Analysis or Plan of 
Operation, and the Notes to the Financial Statements have been revised for
more accuracy and clarity.

The interim financial statements included herein were prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles were condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information presented not misleading.  It is
suggested that the interim financial statements be read in conjunction with
the financial statements and the notes thereto included in the Company Annual
Report on Form 10-KSB for the year ended June 30, 1998, and the Quarterly 
Report on Form 10-QSB for the three months ended September 30, 1998.

The accompanying interim financial statements were prepared, in all material 
respects, in conformity with the standards of accounting measurements set
forth in Accounting Principles board Opinion No. 28 and reflect, in the
opinion of management, all adjustments, which are of a normal recurring
nature, necessary to summarize fairly the financial position and results of
operations for such periods.  The results of operations for such interim
periods are not necessarily indicative of the results to be expected for the
full year.
























                                      4


<PAGE>
ITEM 1. FINANCIAL STATEMENTS

UNICO, INC.
Balance Sheets                                           
(Dollars In Thousands)                    December 31,       June 30,
                                                 1998           1998
ASSETS                                     (unaudited)      (audited)
Current Assets
Cash                                         $  1,707       $     30
Accounts receivable, less $107 and $84                            
 allowance for doubtful accounts and
 returns, allowances and discounts              4,379          1,034
Inventories                                     4,756            434
Prepaid expenses & other current assets           489              4 
                                               -------       --------
   Total current assets                        11,331          1,502 
                                               -------       --------
Property and Equipment
 Furniture and equipment                          333             38
 Leasehold improvements                             8             25
                                               -------       -------- 
                                                  341             63
Accumulated depreciation                           34             11 
                                               -------       --------
                                                  307             52 
                                               -------       --------
Trademark, less $37 and $24 
 accumulated amortization                          93            106
Goodwill, less $34 accumulated amortization     1,003              0
Due from Luna                                       0             14
Due from Hwang and Hwang Note                     137            133
Other                                              90              0 
Old Unico Investment                            3,163          3,163
                                               -------       --------
                                                4,486          3,416 
                                               -------       --------
                                             $ 16,124       $  4,970 
                                               =======       ========          
LIABILITIES AND STOCKHOLDERS' EQUITY 
Current Liabilities
Bank overdrafts                              $      0       $    211
Accounts payable                                9,689            433
Deferred revenues                                 150            210
Due RTC                                             0             32
Due Yin                                             0            100
Accrued payroll & other current liabilities       910             25 
                                             ---------      --------
Total Current Liabilities                      10,749          1,011 
                                             ---------      --------
Long-Term Liabilities                             175              0
                                             ---------      --------
Commitments and contingencies
Stockholders' Equity                            5,200          3,959  
                                             ---------      --------
                                             $ 16,124       $  4,970  
                                             =========      ========

                    The accompanying notes are an integral
                    part of these financial statements.
                                      5


<PAGE>                                    
UNICO, INC.

Statements of Operations
(Dollars In Thousands)

                                              Three months ended
                                                     December 31,    
                                             1998           1997            
                                       (unaudited)    (unaudited)
                                      
Net sales                               $   5,960      $   7,413
Cost of goods sold                          5,300          7,087 
                                        ---------      ----------
Gross profit                                  660            326
                                        ---------      ----------

Salaries and wages                            530            144
Rent                                           71             11
Research and development                      117
Amortization                                   41              3
Other expenses                                752             89 
                                        ---------      ----------
                                            1,511            247
                                        ---------      ----------
Operating income (loss)                      (851)            79
Interest income, net                            2              0 
Other income (expense), net                   186              0
                                        ---------      ----------
Net income (loss)                       $    (663)     $      79
                                        =========      ==========




Basic earnings (loss) per share         ($ 0.0464)     $  0.0072
                                        ==========     ==========



Shares used in computation              14,295,796     10,950,200
                                        


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

 







                                     6                                      

<PAGE>                                    
UNICO, INC.

Statements of Operations
(Dollars In Thousands)
         
                                                Six months ended
                                                     December 31,    
                                             1998           1997            
                                       (unaudited)    (unaudited)
                                      
Net sales                               $  11,035      $  13,616
Cost of goods sold                         10,094         13,182 
                                        ---------      ----------
Gross profit                                  941            434
                                        ---------      ----------

Salaries and wages                            684            258
Rent                                           94             24
Research and development                      117
Amortization                                   47              8
Other expenses                                973            131 
                                        ---------      ----------
                                            1,915            421
                                        ---------      ----------
Operating income (loss)                      (974)            13
Interest income, net                            4              1 
Other income (expense), net                   186              0
                                        ---------      ----------
Net income (loss)                       $    (784)     $      14
                                        =========      ==========




Basic earnings (loss) per share         ($ 0.0582)     $  0.0013
                                        ==========     ==========



Shares used in computation              13,459,612     10,950,200
                                        


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









                                        7                                      


<PAGE>
UNICO, INC.

Statements of Cash Flows
(Dollars In Thousands)
                                                     Six months ended
                                                          December 31,       
                                                  1998           1997
                                            (unaudited)    (unaudited)

Operating cash flows 
Net loss                                     $    (784)      $     14
Depreciation and amortization                       71             31
Services rendered for stock                         42              0
Receivables change                                (217)          (558)
Inventory change                                   753           (137)
Prepaid expenses change                             93            (44) 
Accounts payable change                            989            245
Due from others                                      0           (133)
Other current liabilities change                   (40)             7
Deferred revenues change                           (60)            19
                                             ----------     ----------

Cash provided by (used for) operations             847           (556)
                                             ----------     ----------
Investing cash flows               
Property acquisitions                              (56)           (71)
Other assets                                      (113)            63
Multiwave cash acquired                          1,360             42
Long-term liabilities                              175              0
                                             ----------     ----------
Cash provided by
 investing activities                            1,366             34
                                             ----------     ----------
Financing cash flows 
RTC receivables collected                            0            588
Yin advance                                       (100)             0
Reduction in due RTC                               (32)             0
Bank overdrafts                                   (404)           (48)
Other equity transactions, net                       0              0
                                             ----------     ----------
Cash provided by (used for)
 financing activities                             (536)           540 
                                             ----------     ----------

Change in cash                                   1,677             18
Cash - beginning of period                          30              0
                                             ----------     ----------
Cash - end of period                         $   1,707      $      18 
                                             ==========     ==========



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





                                  8                              
                                                                            

<PAGE>
UNICO, INC.

Notes To Financial Statements
December 31, 1998


1. Basis of Presentation

The financial statements include the assets and liabilities of Paradise
Innovations, Inc. (Paradise).  The Statements of Operations for the period
ended December 31, 1997 include activity for three and six months for "Old
Paradise" acquired on July 31, 1997.  The Statements of Operations for the 
three months ended December 31, 1998 include Multiwave's operations from 
November 1, 1998.  Following the legal closing of the acquisition, Uraco 
Holdings, one of Multiwave's former parents along with some other Multiwave 
shareholders, will convert US$ 2 million of Multiwave's debt to equity as a 
capital contribution.  The capital contribution is treated as if it occurred
on October 31, 1998.  All dollar amounts in the tables are in thousands. 
Unico's old operations, held by Intermountain Refining Corp. (IRC) are
included in the investment in Old Unico.  The Company accounts for this
investment at cost as it cannot use IRC's assets for corporate purposes, has
no control over IRC's operations.


2. Earnings Per Share 

Earnings (loss) per common share is computed as if Unico had issued 5,476,200
of its 6,023,829 common shares issued to acquire Old Unico on October 3, 1996
and they were continuously outstanding.  The 5,474 shares of Unico preferred
were converted to 5,474,000 shares of Unico common for purposes of this
calculation and were also treated as if they had been continuously outstanding
from October 3, 1996.  The 2,388,792 shares issued to effect the Multiwave 
acquisition were treated as if outstanding from October 31, 1998.  No 
operations of Old Unico are included in the calculation as Old Unico is
carried at cost.  After July 1, 1998 earnings per share were calculated
including 1,125,609 shares of Unico common held by Old Unico's shareholders.


3. Inventories

Inventories are stated at the lower of cost (on a first-in, first-out basis)
or market value (net realized value).

                                   December 31, 1998
                                      (unaudited)
     Raw Materials                      $  386
     Work in Process                     2,216
     Finished Goods                      2,154
                                        -------
                                        $4,756
                                        =======

Inventory of $434 at June 30, 1998 was all finished goods.


                                  9
     

<PAGE>

4. The Company Profile

On June 30, 1998, the Company completed the acquisition of all outstanding
shares of Paradise Innovations, Inc. (formerly known as Starlicon
International Corporation) by issuing 5,476,200 new shares of common stock and
5,474 new shares of convertible preferred stock.  The Company accounted for
this acquisition as a reverse acquisition.  The term "Old Unico" is used to 
refer to Unico, Inc. before the June 30, 1998 acquisition.

Starlicon International Corporation (Starlicon) was incorporated under the
laws of the State of California on October 3, 1996.  On July 31, 1997,
Starlicon acquired certain assets, including the Paradise trademark, owned by
Relialogic Technology Corporation (RTC).  On August 4, 1998, Starlicon changed 
its name to Paradise Innovations, Inc. in order to obtain better brand 
recognition and to facilitate future product and company acquisitions. 
Throughout this Form 10-QSB/A, the Company's Starlicon subsidiary will be 
referred to as Paradise.                                    

On February 21, 1998, Old Unico entered into a Stock Purchase Agreement (the
Agreement) with Starlicon Group, Inc. (SGI) to acquire 100% of the outstanding
stock of privately-held Paradise.  The acquisition was ultimately completed
pursuant to a Novation Agreement (see Form 8-K filed on July 14, 1998).  Under
the terms of the Novation Agreement, the Company issued 5,476,200 shares of
$0.20 par value restricted Common Stock and 5,474 shares of Series A
Convertible Preferred Stock to the shareholders of SGI in exchange for 100% of
the outstanding stock of Paradise.

As part of the Novation Agreement, all of Old Unico's assets not owned by
Intermountain Refining Co., Inc. (IRC) were transferred to IRC in satisfaction
of certain inter-company obligations and as a contribution to IRC's capital. 
IRC is operated and managed at the sole discretion of IRC's management with a
nominee holding Old Unico's proxy to vote IRC's shares.

As a result of the Paradise acquisition, the Company has two operating
entities in unrelated industries, Paradise and IRC.  IRC was incorporated as a
New Mexico corporation in July 1985.  It conducts three categories of
business: petroleum product refining and processing, electrical energy
production and natural gas production.

Through its wholly-owned subsidiary Paradise, the Company markets computer 
peripherals, including video and sound cards, modems, multimedia products and
internet set-top boxes, a proprietary line of computer peripherals under the
Paradise trademarked brand name.  Paradise's customer base includes private
label computer manufacturers and major technology distributors, such as Tech
Data, Ingram Micro, D&H Distributing, Almo Distributing, Comark and SED. 

The Company intends to focus on its core competence, which is the design, 
manufacture, marketing and distribution of computer peripherals and internet 
communication products.  Subject to approval by its shareholders, it has 
acquired Multiwave Innovation Pte. Ltd., a Singapore-based design and 
engineering firm which will enhance the Company's ability to bring innovative 
products to market quickly and extend its distribution capabilities in Europe 
and Asia.  The Company is also negotiating with IRC management to spin off its 
energy related assets currently held by IRC to its shareholders of record as
of February 12, 1999.


                                  10


<PAGE>

At its next annual shareholders' meeting scheduled for March 5, 1999, the 
Company is requesting that its shareholders grant its Board of Directors the 
authority to negotiate with IRC's management and to consummate a spin-off of 
IRC, as IRC's business lies outside the Company's high-tech industry focus. 
It is also requesting approval and ratification of the Multiwave acquisition.

On December 3, 1998, the Company waived its request for a hearing and 
voluntarily removed its common shares from listing on the Nasdaq SmallCap 
Market.  The shares are now traded on the Over The Counter (OTC) electronic 
Bulletin Board.  The action was taken following discussions with Nasdaq staff 
on various issues facing the Company, including the staff's September 30,
1998, notification that its shares would be removed from listing on its
SmallCap Market.  The Company plans to apply for a listing on a globally
recognized U.S. stock exchange.                                     

The Company has reviewed the potential impact of Year 2000 issues and believes
that the cost to replace and or modify equipment, computer hardware, and
computer software will not be material and that Year 2000 issues will not have
a material impact on the Company's ability to operate into the next century.

5. Segments

The Company is engaged in two primary business industries: computer-related
products and oil and gas.  Through its wholly-owned subsidiary Paradise, it
designs and markets computer peripherals.  Through its wholly-owned subsidiary
IRC, it engages in energy exploration and generation business.

During fiscal 1997 Paradise, the Company's operating subsidiary, engaged in
one business segment, distributing computer chips, both memory and central 
processing units.  Effective August 1, 1997 with the asset acquisition 
previously discussed, Paradise began distributing proprietary products and 
operating in two segments. Paradise is organized by product segments: chips
and proprietary products.

All of the Company's oil and gas related operations are held by IRC and
disclosed in Note 6.

Segment assets at December 31, 1998 were as follows:

                 Proprietary            Old         Elimi-
 Distribution       Products          Unico       nations         Total
 ------------    -----------         ------      --------     ---------
     $522            $14,720         $3,163      ($ 2,281)     $ 16,124

Segment operating results for the three months ended December 31, 1998 were as 
follows:
                      Distri-    Proprietary         Elimi-
                      bution        Products       nations        Total 
                     -------     -----------      --------     --------

Revenues             $   380       $  9,285      ($ 3,705)     $  5,960
Interest income            0              2             0             2
Depreciation               0             23             0            23
Amortization               0              7            34            41 
Operating loss           (32)          (749)          (70)         (851)



                                  11


<PAGE>

Segment operating results for the six months ended December 31, 1998 were as 
follows:
                      Distri-    Proprietary         Elimi-
                      bution        Products       nations        Total 
                     -------     -----------      --------     --------

Revenues             $ 4,519       $ 10,227      ($ 3,711)     $ 11,035
Interest income            0              4             0             4
Depreciation               0             24             0            24
Amortization               0             13            34            47 
Operating loss          (148)          (756)          (70)         (974)


6. The Company Strategy 

The Company shifted its focus to its newly acquired hi-tech subsidiary, 
Paradise Innovations, Inc. (Paradise) with the June 30, 1998 acquisition of 
Paradise (formerly known as Starlicon International Corporation).  Paradise 
currently has two primary business segments:  designing, manufacturing, 
marketing and sales of proprietary computer peripherals, multimedia products, 
and internet related communications products; and chip distribution. 

Consistent with the new focus, on October 27, 1998, the Company signed a 
definitive agreement to acquire all issued and outstanding shares of Multiwave 
Innovation Pte. Ltd. (Multiwave), a Singapore-based engineering company with a 
focus on research and development of high performance multimedia and Internet 
communications products.  Multiwave was formerly owned primarily by NatSteel 
Electronics, Ltd., one of the world's top custom manufacturer of high-tech 
products with clients such as Apple Computers, IBM and Hewlett-Packard, and by 
Uraco Holdings Ltd., a precision manufacturer.  Both NatSteel and Uraco are 
publicly traded on the Singapore stock exchange.  Multiwave has been operating 
as Paradise Innovations (Asia) Pte. Ltd. (Paradise Asia), a wholly owned 
subsidiary of the Company, since October 31, 1998.

With the Multiwave acquisition, the Company is establishing worldwide 
distribution and partnerships with global manufacturing companies to bring 
exciting new products to market quickly as demanded by the hi-tech industry.  
The Company continues to contemplate acquisitions of products and companies 
that fit its strategy of identifying and creating products that can be 
distributed in high volumes by its worldwide distribution partners.

At the 1998 Fall Comdex, the high-tech trade show held in Las Vegas, the 
Company announced the product launch of Internet set-top boxes, which is 
currently in the evaluation phase by major cable companies, ISPs and top 
branded consumer electronic manufacturers.  The Company expects that sales 
volumes and margins will increase when this product reaches the market in the 
very near future.  In addition, the Company continues to research and develop 
future products to be launched.

The Internet set-top boxes will comprise a substantial part of the Company's 
future sales in the remaining quarters of fiscal 1999 and beyond.  They will 
command higher unit prices, raising the sales run rate in the remaining 
quarters of the fiscal year and beyond.

                                  12


<PAGE>

7. Old Unico

Old Unico's consolidated balance sheets are summarized as of June 30, 1998 and 
December 31, 1998, and its consolidated statement of operations for the three 
months ended December 31, 1998, as follows:
                           

OLD UNICO                             

Consolidated Condensed Balance Sheets
(Dollars In Thousands)

                                              December 31,          June 30,
                                                     1998              1998
                                               -----------       ------------
ASSETS

CURRENT ASSETS
     Cash and cash equivalents                    $ 1,116           $ 1,134 
     Other current assets                             156                82
     Notes receivable from related                  
        Parties                                         -                84
                                              ------------          --------
     TOTAL CURRENT ASSETS                           1,272             1,300 
                                              ------------          --------
PROPERTY, PLANT AND EQUIPMENT, at cost
     Land, buildings and improvements                 434               434 
     Equipment                                        165               165 
     Crude oil refining equipment                   1,183             1,183 
     Co-generation facilities                         290               290 
     Oil and gas properties, 
      (successful efforts method)                     895               895 
                                              ------------          --------
                                                    2,967             2,967 
     Less accumulated depletion 
                and depreciation                   (2,073)           (2,005)
                                              ------------          --------
                                                      894               962 
                                              ------------          --------
OTHER ASSETS
     Investment in Chatfield Dean                     175               301  
     Other assets & deferred charges                  168               176 
                                              ------------          --------
                                                      343               477
                                              ------------          --------
                                                  $ 2,509           $ 2,739 
                                              ============          ========










                                  13


<PAGE>

OLD UNICO

Consolidated Condensed Balance Sheets, (Continued)
(Dollars In Thousands)

                                              December 31,           June 30,
                                                     1998               1998
                                              ------------      -------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                         $       163         $       49
     Taxes other than income taxes                      3                  3 
                                              ------------      ------------- 
        TOTAL CURRENT LIABILITIES                     166                 52 
                                              ------------      ------------- 

DEFERRED TAXES                                          -                 52

STOCKHOLDERS' EQUITY
     Preferred stock, $0.01 par value,
       authorized 8,000,000 shares, none
       outstanding
     Common stock, $0.20 par value,
       authorized 50,000,000 shares,
       issued and outstanding 1,129,308
       shares                                         226                226 
     Additional paid in capital                     2,214              2,214 
     Less: Treasury stock 3,699 shares                 (9)                (9)
     Retained earnings (accumulated deficit)          (88)               204
                                              ------------       ------------
                                                    2,343              2,635 
                                              ------------       ------------
                                              $     2,509         $    2,739
                                              ============       ============





















                                  14
                              

<PAGE>
OLD UNICO

Consolidated Condensed Statements Of Operations
(Dollars In Thousands)

                                                             For Periods Ended 
                                                             December 31, 1998

                                                    Three Months    Six Months
                                                    ------------  ------------
REVENUES
     Natural gas sales                                  $    94      $    169
                                                    ------------  ------------

COSTS AND EXPENSES
     Cost of sales                                           14            38
     General and administrative                             439           550
     Gain on realization of investment                     (125)         (125)
     Depletion, depreciation
                and amortization                             34            69
     Interest, net                                          (11)          (25)
     Bad debt expense                                         8             8
                                                    ------------  ------------
                                                            359           515
                                                    ------------  ------------

LOSS BEFORE INCOME TAXES                                   (265)         (346)
Current Benefit for income taxes                             50            54
                                                    ------------  ------------

NET LOSS                                               $   (215)     $   (292)
                                                    ============  ============



8. Multiwave Acquisition

On October 31, 1998, the Company purchased Multiwave for 2,388,792 shares of 
common stock valued at $2,000,000 and incurred $123,000 in expenses to effect 
the acquisition.  The non-cash effects of the acquisition were excluded from 
the Statements of Cash Flows.  The assets acquired and liabilities assumed 
were:

         Cash                                 $  1,360
         Receivables                             3,128
         Inventory                               5,075
         Prepaid expenses                          128
         Other assets                              540
         Property and equipment                    222
                                              ---------
                                                10,453
         Less:   Accounts payable               (8,267)
                 Bank overdrafts                  (193)
                 Other liabilities                (907)
                                              ---------

                                              $  1,086
                                              =========

                                        15


<PAGE>

9. Pro Forma Statements of Operations (Unaudited)

This pro forma Statement of Operations presents the effects of the 
Multiwave acquisition as if it occurred on June 30, 1998.  The pro forma 
statement of operations is not necessarily indicative of the results of 
operations and financial position which will be attained in the future.

                        Unico
                       Before               Pro Forma     Pro Forma
                  Acquisition  Multiwave  adjustments  Consolidated
                  ----------- ----------  -----------  ------------
           
Revenues           $ 11,035     $ 9,153    $(381)(b)     $ 19,807
Cost of sales        10,094       8,156     (381)(b)       17,869 
                  ----------- ----------  -----------  ------------
Gross profit            941         997                     1,938
Operating expenses    1,915       1,175       68 (a)        3,158
                  ----------- ----------  -----------  ------------
Operating income
 (loss)                (974)       (178)     (68)          (1,220)
Other income
 (charges)              190         492                       682
                  =========== ==========  ===========  =============
Net income (loss)  $   (784)    $   314   $  (68)        $   (538) 
                  =========== ==========  ===========  =============

Basic earnings 
(loss)per share    $(0.0582)    $0.1972                  $(0.0357)
                  =========== ==========               =============

Weighted average shares
 outstanding     13,459,612   1,592,512                 15,052,124

(a) To record goodwill amortization.
(b) To eliminate intercompany sales.



















                                  16


<PAGE>

10. Pro Forma Statements of Operations (Unaudited)

This pro-forma consolidated statement of operations present the effects of the 
Multiwave acquisition as if it occurred on June 30, 1997.

        Six Months Ended December 31, 1997   (US$ 000)

                             Unico
                            Before                    Pro Forma      Pro Forma
                       Acquisition     Multiwave    Adjustments   Consolidated
                       -----------     ---------    -----------   ------------
Revenues                  $13,616      $  2,789         $            $ 16,405
Cost of sales              13,182         2,477                        15,659
                       -----------     ---------    -----------   ------------

Gross profit                  434           312                           746
Operating expenses            421         1,275                         1,696
                       -----------     ---------    -----------   ------------

Operating income (loss)        13          (963)                         (950)
Other income (charges)          1                        (91)(a)          (90)
                       -----------     ---------    -----------   ------------

Net income (loss)         $    14      $   (963)        $(91)        $ (1,040)
                       ===========     =========    ===========   ============
Basic earnings (loss)
per share                 $ 0.0013     $(0.4031)                     $(0.7767)
                       ===========     =========                  ============

Average shares 
outstanding             10,950,200    2,388,792                    13,338,992

NOTE:  (a)      To amortize goodwill over five years.
















                                        17


<PAGE>                                   
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Disclaimer

The discussion and analysis below contains trend analysis and other
forward-looking statements within the meaning of Sections 27A and 21E of the
Securities Exchange Act of 1934.

Operating Results

Although comparing fiscal 1998 and 1999 Results of Operations for current
three month periods shows a 20% sales decrease, gross margin increased
significantly, by 102%.  This is due to management's efforts to change product
mix. 89% of the revenues in the second quarter of 1998 were chip sales with
low margins.  In contrast, branded peripherals with higher margins comprised
94% of revenues in the second quarter of 1999.  

There are two reasons for the increase in sales of branded peripherals in the
second quarter of 1999.  First, sales through the Company's distribution 
network increased as a result of targeted sales efforts. Second, and more 
importantly, the acquisition of Multiwave augmented the sales of these branded 
items, particularly in Europe and Asia.

Operating expenses as a percentage of sales for the current three month period 
increased from 3% in fiscal 1998 to 25% in fiscal 1999.  Salaries and wages 
increased significantly, due to the Multiwave acquisition.  This anticipated 
increase is a result of the added engineering and R&D capabilities which
enable the Company to more fully utilize its distribution network with newly
developed products.  With the Acquisition, the Company gained a Singapore
subsidiary and increased rent expenses.

Approximately $34,000 of the reported amortization in the second quarter of 
1999 is a result of goodwill.  Approximately 36% of the increase in the 
category other expenses of the Statement of Operations is attributed to the 
acquisition.  The category other expenses in the current quarter also includes 
over $350,000 for Comdex and $36,000 for advertising expenses.

Other income in the current three month period is attributed to reimbursement 
of out-of-period expenses made to the Singapore office from the previous
parent company.

The Results of Operations for the six month periods ending December 31, 1997 
and 1998 reflect a 19% decrease in sales with a 117% increase in margin.  
Operating expenses as a percentage of sales for the periods increased from 3%
in fiscal 1998 to 17% in fiscal 1999.

In order to compare the Paradise operations last year with the same operations 
this year, the impacts of the Multiwave acquisition were excluded in the 
following analyses.  Chip sales decreased from $6.6 million in the
second quarter of fiscal 1998 to $380,000 in the current quarter.  These sales 
resulted in $22,000 in gross margin in the quarter ending December 31, 1998.  
Branded peripherals sales increased from $826,000 in this same period last 
fiscal year to $3.5 million in the current quarter.  These sales generated
approximately $123,000 in margin in the quarter ending December 31, 1998.  The
lower than expected margin is due to approximately $90,000 in credits issued 
for price protection and customer advertising, $80,000 in freight expenses and 

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<PAGE>

$27,000 in customs duties and fees.  Paradise USA's main supplier is Paradise 
Singapore, which explains the increases in freight, duties and fees.  The 
Company is working closely with it's newly acquired Singapore office to reduce 
these expenses going forward.

Excluding the impact of the Multiwave acquisition, operating expenses as a 
percentage of sales for the most current three month period increased from 3% 
in fiscal 1998 to 18% in fiscal 1999.  Salaries and wages increased due to the 
addition of a seasoned sales force.  The Company also built staff in marketing 
and administration, in anticipation of growth through internal efforts and 
acquisitions, such as Multiwave.  With the Company's new Fremont facility,
rent and associated expenses increased as a result of the move.  The category
of other expenses includes $180,000 of the over $350,000 total expenses
(Multiwave carried about $180,000) for Comdex, $42,000 for investment banking
advise and $36,000 in advertising.

Excluding the impact of the Multiwave acquisition, chip sales for the six
month period ending December 31, 1998 decreased from $12.5 million to $4.5
million, or 65% and branded peripherals increased from $1.2 million to $4.4
million, or 290%, in comparison to the six month period ending December 31,
1997.  Operating expenses as a percentage of sales for this same period (again 
excluding Multiwave expenses) increased from 3% in fiscal 1998 to 12% in
fiscal 1999.

Financial Position

Accounts receivable, inventories and prepaid expenses increased by $3,345,000, 
$4,322,000 and $485,000, respectively, from June 1998 to December 1998.  The 
increases are attributable to the Multiwave acquisition.  The balance sheet 
category prepaid expenses and other current assets include other receivables
of approximately $306,000, prepaid Director's and Officer's insurance in the 
amount of $61,000, and prepaid inventory of $22,000.  The other receivables
are from Singapore tax authorities as a result of chipset purchases. 
Furniture and equipment at the end of the current quarter increased by
$278,000 which resulted from the acquisition.  Accounts payable increased by
$9,256,000 during the six months ended December 1998, also as a result of the
acquisition.


Working Capital, Liquidity and Capital Resources

At December 31, 1998, net working capital was 3.6% of total assets.  While
the Company's business is working capital intensive, management is reducing 
working capital requirements and the Company's financing costs.  A program to 
review accounts receivable and payable terms reduced the day sales outstanding 
(DSO) in the U.S. to less than thirty days.  With the acquisition, the Company 
intends to undergo a similar review of its Singapore operation.

In September, the Company signed an agreement with Silicon Valley Bank (SVB)
to sell its accounts receivable from time-to-time to SVB.  The terms of these
sales are 1.5% per month for receivables from OEM/End User customers and 1.25%
for receivables from distributor/reseller customers, plus a 0.5% service fee.  
The amount of receivables sold and outstanding at any time is limited to 
$800,000.  The Company believes that this agreement will provide working 
capital liquidity while it continues to review its accounts receivable and 
payable terms. 

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<PAGE>

The Company has approached banks to obtain asset-based lines of credit.  It
anticipates that the growth in operations targeted by the Company will require
financing above normal operating requirements.  The funds raised, if any, will 
be used for working capital, capital improvements, marketing and to fund 
growth.

The Company is planning a private placement to obtain equity capitalization
and resources for potential acquisitions.  It worked diligently in that
direction during the second fiscal quarter and is hopeful for closure in the
near future, although there is no certainty of any outcome.

The Company believes that its cash balances and available credit are
sufficient to meet anticipated operating requirements for the foreseeable
future.  There can be no assurance that additional capital beyond the amounts
currently forecasted by the Company will not be required nor that any such
required additional capital will be available on reasonable terms, if at all.


Current Developments

On September 24, 1998, the Company's Board of Directors:  1) appointed Mr.
Henry Tang as Secretary of the corporation, 2) accepted Ms. Fynna Bernardez's
resignation as the former Secretary and 3) determined to change the fiscal
year of the Company from February 28 to June 30.

On September 30, 1998, the Company was advised by Nasdaq that its securities  
should be removed from listing on the Nasdaq Smallcap Market based on its 
staff's review of the Company's public filings.  The Company waived its rights 
to a hearing with Nasdaq and voluntarily placed its common stock for listing
on Over the Counter electronic Bulletin Board.  The Company plans to apply for 
listing on a globally recognized national stock exchange.

On October 5, 1998, the Company issued 50,000 shares of common stock,
restricted under Rule 144, to the investment firm of Chatfield Dean & Co. as
remuneration for investment banking advice.

In October, the Company rescinded 260,000 shares of common it issued on
September 14, 1998 to Mr. John Hwang, the President of the Company and Mr. Ike
Suri, a significant shareholder at that time.  The Company values the services 
of these individuals and wishes to continue to benefit from their services. 
The Company will enter into compensation agreements with them for past and
future services.  The Company concluded it is prudent to rescind the service 
contract to an unrelated third party which resulted in the issuance of another 
130,000 shares, also on September 14, 1998.  The Company has placed a hold on 
100,000 shares and continues to negotiate with the third party on the return
of the remaining 30,000 shares.  The Company also acknowledges that it should 
compensate the party for past services.

On October 27, 1998, the Company signed a definitive agreement to acquire 100%
of the outstanding stock of privately held Multiwave Innovation Pte. Ltd.  The
agreement calls for Unico to issue 2,388,792 shares of common shares to the
current shareholders of Multiwave.  These shares have been appraised by 
Cronkite and Kissell, Inc., a valuations firm, at $2 million.

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<PAGE>

Multiwave is an engineering company with a focus on research and development
which will provide the Company's distribution company, Paradise Innovations,
with rapid access to new and exciting products.  Multiwave is a pioneer in the
design, development, production and marketing of high performance multimedia
and Internet related products for brand name sales or OEM contracts.  Their
products are modem cards, sound cards, Internet set-top boxes and various
other multimedia upgrade kits and Internet related products.

Multiwave markets products on a transcontinental scale with sales in Japan,
Australia, Malaysia, Korea, Hong Kong, most major European countries, North
America and Latin America.  Multiwave's largest former shareholders are 
NatSteel Electronics Ltd. and Uraco Holdings Ltd., both publicly held
companies listed on the Singapore Stock Exchange.  NatSteel has contract
manufacturing operations in Singapore, Malaysia, Indonesia, Hungary, China and
Mexico. Uraco is a precision manufacturer of disk drives and semiconductor
equipment peripherals.  NatSteel and Uraco will become significant owners of
Unico's common shares following the completion of the merger.

The Multiwave acquisition had a substantial impact on the Company's
financial statements.  The Company accounts for the acquisition using the 
purchase method.  It increased the Company's net assets on its balance sheet.  
On the statement of operations, it increases revenues as Multiwave's sales
were consolidated with the Company's as of October 31, 1998 and Multiwave
began operating as Paradise Innovations Pte. Ltd., a wholly owned subsidiary
of the Company.

Following the closing of the acquisition and the exchange of shares, Multiwave 
will convert US$2,000,000 of its debt to Uraco Holdings, one of its former 
parents and its other shareholders, into equity as a capital contribution.  
This Form 10-Q treats this capital contribution as if it had occurred on 
October 31, 1998.

The Company filed a Form 8-K on November 6, 1998 disclosing the acquisition, 
and a Form 8-K/A on January 22, 1999 containing Multiwave's audited financial 
statements.  On February 18, 1999, it filed another Form 8-K/A with the pro-
forma financial statements.  Identical pro-forma financial statements are 
disclosed in the preliminary proxy statement filed on February 12, 1999.

On January 8, 1999, the Company retained the New Mexico law firm of Sutin, 
Thayer & Browne to be its corporate counsel.  The firm is presently engaged in 
assisting the Company with negotiations with IRC management for the spin-off, 
in preparations for the annual shareholder meeting, acquisitions, and other 
legal matters.

On February 1, 1999, Mr. Ike Suri, one of the Company's largest shareholders 
and a director of Starlicon Group, Inc., Paradise's former parent company, 
accepted the positions of Chairman of the Board and Chief Executive Officer of 
the Company.  He brings to the Company wide experience with investment
banking, mergers and acquisitions and management of high-tech companies.


On October 27, 1998, the Company signed a definitive agreement to acquire 100%
of the outstanding stock of privately held Multiwave Innovation Pte. Ltd.  The
agreement calls for Unico to issue 2,388,792 shares of common shares to the
current shareholders of Multiwave.  These shares have been appraised by 
Cronkite and Kissell, Inc., a valuations firm, at $2 million.

                                       21


<PAGE>

On October 27, 1998, the Company signed a definitive agreement to acquire 100%
of the outstanding stock of privately held Multiwave Innovation Pte. Ltd.  The
agreement calls for Unico to issue 2,388,792 shares of common shares to the
current shareholders of Multiwave.  These shares have been appraised by 
Cronkite and Kissell, Inc., a valuations firm, at $2 million.


PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

Other than collection actions arising in the ordinary course of the Company's
business, no material legal proceedings to which the Company is a party or of
which any of its property is subject are pending or known to be contemplated,
and the Company knows of no legal proceedings pending or threatened, or
judgment against any director or officer of the Company in his or her capacity
as such.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company filed a Form S-8 on September 14, 1998 to register 390,000 shares
of its common stock it provided to three individuals as compensation for
consulting services.  Upon further review, the Company deemed it may have
inadvertently violated the intent of the Novation Agreement (see Form 8-K
filed on July 14, 1998).  Following a prudent course of action and with their 
agreements, the Company rescinded the service contracts and canceled the
shares issued to two of the three individuals, Mr. John Hwang, its current
President, and Mr. Ike Suri, a major shareholder of the Company, and, as of
February 1, 1999, its Chairman and Chief Executive Officer.  Prior to becoming 
the Chairman and CEO, on January 1, 1999, Mr. Suri was retained as an advisor 
to the Company.  He was issued 65,000 shares of common and paid $5,000 per 
month.  The remaining payments of $5,000 from February 1 onwards will not be 
paid.  The Company values the services rendered by these individuals and 
intends to enter into agreements with them for past and future services.  

After further review, the Company decided to rescind the service contract with 
the third unrelated party and has canceled 100,000 of the 130,000 shares 
previously issued to him.  The Company continues to negotiate with the party 
regarding the 30,000 remaining shares.  The Company acknowledges it should 
compensate the party for past services rendered.  The Company canceled a total 
of 360,000 of the 390,000 shares issued for this purpose.

On October 5, 1998, the Company issued 50,000 shares of its common stock as 
compensation to Chatfield Dean & Co. for investment banking services and 
advice.

Once shareholder approval has been obtained in the annual shareholders'
meeting on March 5, 1999, the Company will issue 2,388,792 shares of common
stock to consummate the Multiwave acquisition.  It is anticipated that this
will occur in March 1999.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.


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<PAGE>

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

In the three months ended December 31, 1998, there were no matters submitted
to a vote of security holders.

ITEM 5. OTHER INFORMATION

On January 8, 1999, the Company retained the New Mexico law firm of Sutin, 
Thayer & Browne (Sutin) to be its corporate counsel.  The firm is presently 
engaged in assisting the Company with negotiations with IRC management for the 
spin-off, in preparations for the annual shareholder meeting, acquisitions,
and other legal matters.  No compensation to Sutin is on a contingent basis;
fees will be settled with cash.

On February 1, 1999, Mr. Ike Suri, one of the Company's largest shareholders 
and a director of Starlicon Group, Inc., Paradise's former parent company, 
accepted the positions of Chairman of the Board and Chief Executive Officer of 
the Company.  Prior to accepting the position, Mr. Suri had been retained as a 
consultant to the Company for which he was compensated with 65,000 shares of 
common stock and $5,000 per month.  No further payments of $5,000 will be made 
as he accepted the positions of CEO and Chairman.  He brings to the Company 
wide experience with investment banking, mergers and acquisitions, and 
management of high-tech companies.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A. Exhibits

2.1 Stock Purchase Agreement dated October 27, 1998, filed on November 6,
    1998, on Form 8-K.
2.2 Preliminary Proxy Statement and related materials filed on February 12,
    1999 Schedule Pre 14A.
3.0 Articles of Incorporation and bylaws are incorporated by reference to
    the Company's registration statement on Form 10 filed September 9, 1986
    and amendments thereto filed on July 29, 1994 on Form 8-K.  Restated and
    amended Articles of Incorporation are filed as an exhibit on February 12,
    1999 on Schedule Pre 14A.
4.1 Instruments defining the rights of security holders including
    Indentures are incorporated by reference to the Company's 
    registration statement on Form 10 filed September 9, 1986.
    Instrument defining rights of holders of Series A preferred stock.
4.3 Warrant issued to William N. Hagler.
4.4 Warrant issued to Rick L. Hurt.
10.1 Lease for premises at 2925 Bayview Drive, Fremont, CA, filed on 
     Form 10-KSB/A on November 3, 1998, incorporated by reference.
10.2 Lease for telephone equipment filed on Form 10-KSB/A on November 3, 
     1998, incorporated by reference.
10.3 Contract with Silicon Valley Bank filed on Form 10-KSB/A on November 3,
     1998, incorporated by reference.
10.4 Service contracts are incorporated by reference to Form S-8 filed on
     September 14, 1998.
11.0 Statement regarding computation of per share earnings in Form 10-K
     filed on June 15, 1998.
23.0 Consent from Weinbaum & Yalamanchi, the Company's independent
     accountants in the form of their report dated September 9, 1998 in 
     Item 7 of Form 10-KSB filed on October 15, 1998.
27.0 Financial data schedule pursuant to Item 601(c) of Regulation S-B in
     Item 1 of this Form 10-QSB/A.
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<PAGE>

B. Reports on Form 8-K

The Company filed a Form 8-K on October 5, 1998 as it was advised by Nasdaq 
that the securities of the Company should be removed from listing on the
Nasdaq SmallCap Market based on their review of the Company's public filings.

On October 6, 1998, the Company filed a Form 8-K disclosing: (1) a change in 
the Company's fiscal year end from February 28 to June 30, (2) the appointment 
of Mr. Henry Tang as Secretary of the Corporation, (3) the acceptance of Ms. 
Fynna Bernardez's resignation as the former Secretary.

On November 5, 1998, the Company filed a Form 8-K disclosing its cancellation
of the 130,000 shares issued to each of Messrs. John Hwang and Ike Suri.

On November 6, 1998, the Company filed a Form 8-K to disclose that the Company 
signed a definitive agreement, in the form of a stock purchase agreement, to 
purchase all issued and outstanding shares of Multiwave Innovation Pte. Ltd.

On November 24, 1998, the Company filed a Form 8-K disclosing it canceled the 
130,000 shares issued to a third party.  The Company has placed a hold on 
100,000 of the shares and is negotiating with the party on the remaining
30,000 shares.  The Company acknowledges it needs to compensate him for past
services rendered.

On December 16, 1998, the Company filed a Form 8-K disclosing the placement of 
its common shares for trading on the OTC bulletin board after it voluntarily 
removed them from listing on the Nasdaq SmallCap Market.



                               SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused 
this report to be signed on its behalf by the undersigned, thereunto duly 
authorized.

                            Unico, Inc.
            ---------------------------------------------------------------
                            (Registrant)


Date February 23, 1999                  /s/ John Hwang
    ------------------            ---------------------------------
                                        Signature(1)
                                        John Hwang
                                        President

Date February 23, 1999                  /s/ Henry Tang
    ------------------            ---------------------------------
                                        Signature(1)
                                        Henry Tang
                                        Vice President & Secretary




----------------------
(1) Print name and title of each signing officer under his signature.

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