Form 10-Q
Securities and Exchange Commission
Washington, DC 20549
QUARTERLY REPORT PURSUANT TO SECTON 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2003
-------------------------.
Commission file number 0-17080
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UNITRONIX CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2086851
- --------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Newbury Street, Peabody, MA 01960
---------------------------------------
(Address of principal executive offices)
(Zip Code)
(978) 535-3912
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(Registrant's telephone number, including area code)
- -----------------------------------------------------------------------
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
9,866,918 shares of common stock, no par value, as of February 9, 2004
1
UNITRONIX CORPORATION
INDEX
-------
Page Number
-----------
Part I. Financial Information (Unaudited)
Item 1:
Consolidated Balance Sheets-
December 31, 2003 and June 30, 2003 3
Consolidated Statements of Income -
Three Months Ended December 31, 2003 and 2002
and Six Months Ended December 31, 2003 and 2002 4
Consolidated Statement of Changes in Stockholders' Deficit-
Six Months Ended December 31, 2003 5
Consolidated Statements of Cash Flows -
Six Months Ended December 31, 2003 and 2002 6
Notes to Consolidated Financial Statements 7
Item 2:
Management's Discussion and Analysis of Results of 11
Operations and Financial Condition for the Three Months
Ended December 31, 2003 and the Six Months Ended
December 31, 2003
Item 4:
Controls and Procedures 13
Part II. Other Information 13
Signatures 14
Certifications 15
2
UNITRONIX CORPORATION
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
December 31,
2003 June 30,
(Unaudited) 2003 (1)
ASSETS ----------- --------
CURRENT ASSETS:
Cash $6,526 $1,306
Accounts receivable, net of allowance for doubtful
accounts of $340 at December 31 and
June 30, 2003, 1,494 16,628
Prepaid expenses and other current assets 1,092 24,406
--------- ---------
TOTAL CURRENT ASSETS 9,112 42,340
Property and equipment, at cost less accumulated
depreciation of $291,997 at December 31 and
June 30, 2003 - -
Other assets 1,921 1,921
---------- -------
TOTAL ASSETS $11,033 $44,261
========= ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable - related parties $72,000 $60,000
Accounts payable 186,214 143,586
Accrued expenses 12,209 17,542
Deferred revenue 16,168 27,617
-------- -------
TOTAL CURRENT LIABILITIES 286,591 248,745
--------- ---------
LONG-TERM CONVERTIBLE DEBENTURES, 10%, NONCALLABLE 996,579 948,558
LONG TERM NOTES PAYABLE-RELATED PARTIES 159,000 159,000
COMMITMENTS AND CONTINGENCIES
Series A preferred stock, $1 par value, 6% convertible
nonvoting; authorized 1,000,000 shares; 956,728 issued
and outstanding at December 31 and June 30, 2003,
plus undeclared accumulated dividends of $229,616
at December 31 and June 30, 2003 1,186,344 1,186,344
STOCKHOLDERS' DEFICIT:
Common stock, no par value; authorized 100,000,000
Shares; 9,866,918 shares and 9,836,918 shares
issued and outstanding at December 31 and
June 30, 2003, respectively 3,523,138 3,517,738
Additional paid-in capital 3,988 3,988
Accumulated deficit (6,144,607) (6,020,112)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (2,617,481) (2,498,386)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $11,033 $44,261
========= ========
(1) Derived from audited financial statements.
See accompanying notes to financial statements.
3
UNITRONIX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2003 2002 2003 2002
------ ------ ------ ------
REVENUE:
PRAXA software related services $30,102 $56,806 $62,181 $105,782
------- ------- ------- -------
TOTAL REVENUE 30,102 56,806 62,181 105,782
------- ------- ------- -------
COSTS AND EXPENSES:
Cost of PRAXA related services 19,856 26,785 43,812 45,858
Mineral exploration project expenses 1,042 12,154 50,049 21,224
Predictive software development costs - 16,916 - 47,098
PRAXA selling expenses - 2,457 - 5,284
General and administrative 16,164 28,831 44,797 58,837
------- ------- ------- -------
TOTAL COSTS AND EXPENSES 37,062 87,143 138,658 178,301
------- ------- ------- -------
(LOSS) FROM OPERATIONS (6,960) (30,337) (76,477) (72,519)
INTEREST INCOME (EXPENSE), NET (24,307) (18,124) (48,018) (36,046)
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES (31,267) (48,461)(124,495) (108,565)
------- ------- ------- -------
PROVISION FOR INCOME TAXES 0 0 0 0
------- ------- ------- -------
NET INCOME (LOSS) $(31,267) $(48,461)$(124,495)$(108,565)
======= ======= ======= =======
Basic and diluted net loss per share $(0.00) $(0.01) $(0.01) $(0.01)
======= ======= ======= =======
Shares used in computing basic and
diluted net loss per share 9,866,918 9,643,718 9,851,918 9,643,718
======= ======= ======= =======
See notes to financial statements.
4
UNITRONIX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(Unaudited)
For the Six Months Ended December 31, 2003
Common Stock
-------------- Additional
Shares Paid-in Accumulated Stockholders'
Issued Amount Capital Deficit Deficit
------ ------ ------- ------- -------
Balance,
June 30, 2003 9,836,918 $3,517,738 $3,988 $(6,020,112) $(2,498,386)
Net (loss) (124,495) (124,495)
Sale of shares 30,000 5,400 5,400
--------- --------- ------ ---------- -----------
Balance,
December 31, 2003 9,866,918 $3,523,138 $3,988 $(6,144,607) $(2,617,481)
========= ========= ====== =========== ===========
See notes to financial statements.
5
UNITRONIX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended December 31,
--------------------------------
2003 2002
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $(124,495) $(108,565)
Adjustments to reconcile net income (loss)to net
Cash provided (used) by operating activities:
Depreciation and amortization - 353
Decreases (increases) in operating assets:
Accounts receivable 15,134 19,628
Subscriptions receivable - 11,500
Prepaid expenses and other current assets 23,314 (1,979)
Other assets - 800
Increases (decreases) in operating liabilities:
Accounts payable 42,628 11,631
Accrued expenses (5,333) 2,194
Accrued interest - 36,065
Deferred revenue (11,449) (15,305)
------- -------
Net cash provided (used) by operating activities (60,201) (43,678)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common shares 5,400 -
Proceeds from borrowings 60,021 31,803
------- -------
Net cash provided by financing activities 65,421 31,803
------- -------
Net increase (decrease) in cash 5,220 (11,875)
Cash at beginning of period 1,306 12,192
------- -------
Cash at end of period $6,526 $317
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest - -
Taxes - -
See notes to financial statements.
6
UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies:
------------------------------------------
Basis of Presentation
- ---------------------
The consolidated financial statements include the accounts of Unitronix Corp-
oration and its wholly owned subsidiaries, 3936449 Canada, Inc. and 1522923
Ontario, Inc. which does business as Unitronix Mining and Exploration. All
significant inter-company accounts and transactions have been eliminated.
Unitronix Corporation ("the Company") focuses on developing products and serv-
ices for the mineral exploration and mining industries and, through two wholly
owned subsidiaries, on mineral exploration activities. The mineral exploration
products and services business segment consists of the business of the Company's
former majority owned subsidiary, Interactive Mining Technologies, LLC, which
had partially developed a mineral potential analysis software tool ("the tool"),
which the Company continued to develop and test. The Company's mineral explor-
ation subsidiaries use the tool to identify mining properties that may be of
value for joint ventures or sale. Although marketing of the tool, now named
Geo-Sleuth, has not commenced, Unitronix Mining and Exploration ("the Explor-
ation Company") staked claims to 143 units in the Sturgeon Lake area of Ontario
that Geo-Sleuth identified as meriting further examination.
Five investors, two of which are the Company's major shareholders, were granted
an 80% interest in the net income from 82 of the Sturgeon Lake claims and an 80%
interest in the ownership of 61 of the Sturgeon Lake claims in exchange for
loans of $129,000 to the Exploration Company. The funds were used to pay
expenses previously incurred in developing and testing Geo-Sleuth, to pay the
costs of staking the claims to several of the Sturgeon Lake properties, and to
pay for professional services associated with the exploration project. Sub-
sequently, the Company's two major shareholders loaned an additional $30,000
to the Exploration Company to pay the costs of staking 240 additional units
that are contiguous to the previously staked units, as recommended by the
consulting geologists associated with the exploration project. The share-
holders were granted a 75% interest in the 240 units in exchange for the loans.
The same two shareholders also provided $72,000 in short term loans to the
Exploration Company to fund exploration project activities.
The Company and the Exploration Company have agreements with Noranda Incorp-
orated ("Noranda") and Inmet Mining Corporation ("Inmet"), both of which are
international mining companies, that allow the Exploration Company to purchase
the mineral rights to certain properties that are adjacent to or near the
properties that the Exploration Company staked in the Sturgeon Lake area in
2002. The obligations and rights of the Company and the Exploration Company
in satisfying these agreements are more fully delineated in the Annual Report
on Form 10-K for the Fiscal Year Ended June 30, 2003, that the Company filed
with the U.S. Securities and Exchange Commission
The Company has historically been in the business of licensing its PRAXA manu-
facturing resource planning software, which operates on VAX and Alpha computers
that were previously manufactured by Digital Equipment Corporation and Compaq
Computer Corporation, and providing software maintenance, training, consulting
and custom programming services in conjunction with the PRAXA software. The
attempts to sell the PRAXA business segment have not succeeded, so the Company
will develop a plan to dispose of the business in the future.
7
UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. continued
The accompanying financial statements are unaudited. In the opinion of manage-
ment, all adjustments, which include only normal recurring adjustments necessary
to present fairly the financial position, results of operations, and cash flows
for all periods presented, have been made. The result of operations for interim
periods are not necessarily indicative of the operating results for the full
year.
The Company has continued to incur losses from operations and has a working
capital deficit of $277,479, notes payable to its principal shareholders of
$231,000 and convertible debentures payable that mature in 2008 of $996,579, as
of December 31, 2003. Management believes that additional financing is needed
to sustain the Company's operations and repay the notes and the debentures.
Management also believes that future income from the mining claims owned by the
Exploration Company and the claims that may be purchased from Noranda and Inmet
may eventually provide it with the means to generate revenues sufficient to
sustain its operations and repay its debt.
The Company plans to raise additional funds from new and existing investors by
selling shares in its Unitronix Exploration subsidiary. There can be no
assurance that the Company will succeed in obtaining the financing needed to
continue its operations. The financial statements do not include any adjust-
ments that might result from these uncertainties.
Footnote disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles has been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's June
30, 2003 Annual Report on Form 10-K.
2. Net Income (Loss) per Common Share:
------------------------------------
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128 ("SFAS 128") Earnings per Share, which requires
disclosure of basic earnings per common share and diluted earnings per
common share for all periods presented. Shares used in computing basic and
diluted net income (loss) per share are based on the weighted average shares
outstanding in each period, excluding treasury stock. Basic net income (loss)
per share excludes any dilutive effect of stock options and convertible
preferred stock. Diluted net income per share includes the dilutive effect
of the assumed exercise of stock options using the treasury stock method,
and the assumed conversion of the outstanding convertible preferred stock. The
following table shows the computation of basic and diluted net income per share:
8
UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2 continued
Three Months Ended Six Months Ended
December 31, December 31,
------------------ -----------------
2003 2002 2003 2002
---- ---- ---- ----
Numerator:
Net (loss) $(31,267) $(48,461) $(124,495) $(108,565)
Preferred dividend 0 0 0 0
-------- ------- ------- -------
(Loss) available to
common shareholders $(31,267) $(48,461) $(124,495) $(108,565)
======== ======= ======== ========
Denominator:
Weighted average number of shares
issued and outstanding 9,866,918 9,643,718 9,851,918 9,643,718
Assumed exercise of options
reduced by the number of shares
which would have been purchased
with the proceeds of those options - - - -
Assumed conversion of preferred stock - - - -
Assumed conversion of debentures - - - -
--------- --------- --------- ---------
Total shares 9,866,918 9,643,718 9,851,918 9,643,718
========= ========== ========= =========
Basic and diluted net
(loss) per share $(0.00) $(0.01) $(0.01) $(0.01)
========= ========= ========= =========
As a result of a net loss for all periods presented, common stock equivalents
for the assumed exercise of options and conversion of preferred shares and
convertible debentures are not included in the calculation of weighted average
shares since their effect would be antidilutive.
The number of stock options and warrants outstanding was 3,319,164, the number
of potential shares resulting from the exercise of convertible preferred stock
was 956,728 and the number of potential shares resulting from the conversion
of convertible debentures was 3,986,316, as of December 31, 2003.
3. Operating Segments
------------------
The Company organizes its business units into three reportable segments:
manufacturing software licenses and related services; mineral exploration
products and services; and, mineral exploration activities. The segments'
accounting policies are the same as those described in the summary of signif-
icant accounting policies except that interest expense and non-operating income
and expenses are not allocated to the individual operating segments when determ-
ining segment profit or loss. The Company evaluates performance based on profit
or loss from operations before interest and income taxes, not including non-
recurring gains and losses.
A summary of the segment information for the three and six month periods ended
December 31, 2003 and 2002 is presented below.
9
UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. continued
Three Months Ended Six Months Ended
December 31, December 31,
------------------ ----------------
2003 2002 2003 2002
---- ---- ---- ----
Manufacturing software licenses
and related services:
Revenue $30,102 $56,806 $62,181 $105,782
Costs and expenses 19,856 38,853 43,812 71,495
-------- ------- ------- -------
Income (loss) for segment 10,246 17,953 18,369 34,287
-------- ------- ------- -------
Mineral exploration products
and services:
Revenue - - - -
Costs and expenses - 26,526 - 71,531
-------- ------- ------- -------
Income for segment - (26,526) - (71,531)
-------- ------- ------- -------
Mineral exploration activities:
Revenue - - - -
Costs and expenses 17,206 21,764 94,846 35,275
-------- ------- ------- -------
Income for segment (17,206) (21,764) (94,846) (35,275)
-------- ------- ------- -------
Total income (loss) for segments $(6,960) $(30,337) (76,477) (72,519)
======== ======= ======= =======
4. Related Party Transactions
--------------------------
During the quarter ended December 31, 2003, two of the Companies major share-
holders loaned $24,307 to the Company by deferring the interest due them on the
convertible debentures for the quarter ended December 31, 2003, and increasing
the principal value of the debentures by that amount.
10
UNITRONIX CORPORATION
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
FORWARD LOOKING STATEMENTS
- --------------------------
In addition to historical information, this Quarterly Report contains forward-
looking statements. The forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those reflected in such forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which reflect
management's opinions only as of the date hereof. The Company undertakes no
obligation to revise or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the risk factors
described in other documents the Company files from time to time with the SEC,
including the Annual Report on Form 10-K for the fiscal year ended June 30,
2003.
The analysis of the Company's financial condition, capital resources and
operating results should be viewed in conjunction with the accompanying
financial statements, including the notes thereto.
RESULTS OF OPERATIONS
- ---------------------
Second Quarter Ended December 31, 2003, Compared to the Second Quarter Ended
- ----------------------------------------------------------------------------
December 31, 2002
- -----------------
Revenue for the period ended December 31, 2003, decreased by 47% from the like
period in 2002. The only revenue realized in both quarterly periods was from
PRAXA related services. PRAXA customers are continuing to migrate to more
current manufacturing management software, resulting in decreased demand for
support services. Management anticipates that this trend will continue as the
Company has no plans to enhance the PRAXA software or to develop or acquire
another manufacturing software product. The mineral exploration project and
the exploration products and services business sectors have not generated
any revenue to date, and it cannot be projected with any certainty when and if
these business sectors may generate revenue.
The cost of providing the PRAXA related services decreased by 26% from the
quarter ended December 31, 2002 to the quarter ended December 31, 2003,
which was in line with the decrease in revenue from this sector. No develop-
ment costs for the Geo-Sleuth software and no PRAXA selling expenses were
incurred in the quarter ended December 31, 2003. Mineral exploration project
expenses incurred by the Exploration Company decreased significantly from the
2002 period to the 2003 period, because the next stage of the exploration
activities in the Sturgeon Lake area have not started. General and admin-
istrative expenses were 44% lower in the 2003 period than in the 2002 period
due to decreased personnel and consulting expenses. The decrease of 57%
in total costs and expenses and the decrease in revenue from the period ended
December 31, 2002, to the period ended December 31, 2003, resulted in a
decrease of 77% in the loss from operations in the 2003 period.
11
UNITRONIX CORPORATION
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
(continued)
Six Months Ended December 31, 2003, Compared to the Six Months Ended
- --------------------------------------------------------------------
December 31, 2002
- -----------------
Revenue for the six month period ended December 31, 2003, decreased by 41% from
the like period in 2002. The only revenue realized in both periods was from
PRAXA related services. Management anticipates that this trend will continue as
PRAXA customers migrate to other manufacturing systems since the Company has no
plans to provide further enhancements to the PRAXA software. The mineral
exploration project and the exploration products and services business sectors
have not generated any revenue to date, and it cannot be projected with any
certainty when and if these business sectors may generate revenue.
The cost of providing the PRAXA related services decreased by 41% from the
six month period ended December 31, 2002 to the period ended December 31, 2003,
which was in line with the decrease in revenue from this sector. No develop-
ment costs for the Geo-Sleuth software and no PRAXA selling expenses were
incurred in the six months ended December 31, 2003. Mineral exploration project
expenses incurred by the Exploration Company increased by 136% from the
2002 period to the 2003 period, because of expenses incurred during the first
quarter of the current fiscal year for the exploration activities in the
Sturgeon Lake area. General and administrative expenses were 24% lower in the
2003 period than in the 2002 period due to decreased personnel and consulting
expenses. The decrease of 22% in total costs and expenses and the decrease in
revenue from the six months ended December 31, 2002, to the six months ended
December 31, 2003, resulted in an increase of 6% in the loss from operations in
the 2003 period.
Liquidity and Capital Resources
- -------------------------------
As of December 31, 2003, the working capital deficit was $277,479 as compared
to a deficit of $206,405 at June 30, 2003. The increased deficit is due to
lower accounts receivable and prepaid expenses and other current assets and
higher accounts payable and current notes payable to related parties.
Management projects that capital from sources other than operations will be
required to fund the operations of the Exploration Company and to bring its
mineral potential analysis tool, Geo-Sleuth, to market. The Company is
currently assessing ways to raise additional funds, including the feasibility
of selling shares in the Exploration Company to new investors. There can be no
assurance that the Company will be able to raise additional funds and failure to
do so may have a material adverse impact on the Company's business and
operations.
12
Item 4. Controls and Procedures
-----------------------
(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and our chief financial officer, after evaluating the effectiveness
of the Company's "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date
(the "Evaluation Date") within 90 days before the filing date of this quarterly
report, have concluded that as of the Evaluation Date our disclosure controls
and procedures were adequate and designed to ensure that material information
relating to us and our consolidated subsidiaries would be made known to them by
others within those entities.
(b) Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could signif-
icantly affect our disclosure controls and procedures subsequent to the
Evaluation Date.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
None
B. Reports on Form 8-K
The Company did not file any reports on Form 8-K during this quarter.
13
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Unitronix Corporation
Date: February 12, 2004
By: /s/William C. Wimer
-------------------
William C. Wimer
Vice President of Operations and
Chief Financial Officer
14
CERTIFICATION
I, Dale M. Hendrick, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Unitronix Corporation;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer 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 we 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 quarterly 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
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly 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 officer 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
function):
(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
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 10, 2004 /s/Dale M. Hendrick
----------------------
Dale M. Hendrick
President and
Chief Executive Officer
15
CERTIFICATION
I, William C. Wimer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Unitronix Corporation;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer 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 we 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 quarterly 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
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly 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 officer 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
function):
(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
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 12, 2004 /s/William C. Wimer
----------------------
William C. Wimer
Vice President of Operations and
Chief Financial Officer
16