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 March 31, 2004
-------------------------.
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
---------------------------------------------------
(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:
9,891,918 shares of common stock, no par value, as of April 30, 2004
1
UNITRONIX CORPORATION
INDEX
-------
Page Number
-----------
Part I. Financial Information (Unaudited)
Item 1:
Consolidated Balance Sheets-
March 31, 2004 and June 30, 2003 3
Consolidated Statements of Income -
Three Months Ended March 31, 2004 and 2003
and Nine Months Ended March 31, 2004 and 2003 4
Consolidated Statement of Changes in Stockholders' Deficit-
Nine Months Ended March 31, 2004 5
Consolidated Statements of Cash Flows -
Nine Months Ended March 31, 2004 and 2003 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 March 31, 2004 and the Nine Months Ended March 31, 2004
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
March 31,
2004 June 30,
(Unaudited) 2003 (1)
ASSETS ----------- --------
CURRENT ASSETS:
Cash $38,449 $1,306
Accounts receivable, net of allowance for doubtful
accounts of $340 at March 31, 2004 and
June 30, 2003, 1,040 16,628
Prepaid expenses and other current assets 297 24,406
--------- ---------
TOTAL CURRENT ASSETS 39,786 42,340
Property and equipment, at cost less accumulated
depreciation of $291,997 at March 31, 2004 and
June 30, 2003 - -
Other assets 4,421 1,921
---------- -------
TOTAL ASSETS $44,207 $44,261
========= ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable - related parties $122,000 $60,000
Accounts payable 177,925 143,586
Accrued expenses 12,068 17,542
Deferred revenue 15,670 27,617
-------- -------
TOTAL CURRENT LIABILITIES 327,663 248,745
--------- ---------
LONG-TERM CONVERTIBLE DEBENTURES, 10%, NONCALLABLE 1,021,493 948,558
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 March 31, 2004, and June 30, 2003,
plus undeclared accumulated dividends of $229,616
at March 31, 2004, and June 30, 2003 1,186,344 1,186,344
STOCKHOLDERS' DEFICIT:
Common stock, no par value; authorized 100,000,000
shares; 9,891,918 shares and 9,836,918 shares
issued and outstanding at March 31, 2004, and
June 30, 2003, respectively 3,526,263 3,517,738
Additional paid-in capital 3,988 3,988
Accumulated deficit (6,180,544) (6,020,112)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (2,650,293) (2,498,386)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $44,207 $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 Nine Months Ended
March 31, March 31,
2004 2003 2004 2003
------ ------ ------ ------
REVENUE:
PRAXA software related services $28,204 $42,314 $90,385 $148,095
------- ------- ------- -------
TOTAL REVENUE 28,204 42,314 90,385 148,095
------- ------- ------- -------
COSTS AND EXPENSES:
Cost of PRAXA related services 17,306 17,099 61,118 62,957
Mineral exploration project expenses 5,550 17,384 55,599 38,608
Predictive software development costs - 4,074 - 51,172
PRAXA selling expenses - 819 - 6,103
General and administrative 16,371 52,310 61,168 111,147
------- ------- ------- -------
TOTAL COSTS AND EXPENSES 39,227 91,686 177,885 269,987
------- ------- ------- -------
(LOSS) FROM OPERATIONS (11,023) (49,372) (87,500) (121,892)
INTEREST INCOME (EXPENSE), NET (24,914) (18,145) (72,932) (54,191)
------- ------- ------- -------
(LOSS) BEFORE INCOME TAXES (35,937) (67,517)(160,432) (176,083)
------- ------- ------- -------
PROVISION FOR INCOME TAXES 0 0 0 0
------- ------- ------- -------
NET INCOME (LOSS) $(35,937) $(67,517)$(160,432)$(176,083)
======= ======= ======= =======
Basic and diluted net loss per share $(0.00) $(0.01) $(0.02) $(0.02)
======= ======= ======= =======
Shares used in computing basic and
diluted net loss per share 9,883,402 9,643,718 9,862,336 9,643,718
======= ======= ======= =======
See notes to financial statements.
4
UNITRONIX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(Unaudited)
For the Nine Months Ended March 31, 2004
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) (160,432) (160,432)
Sale of shares 55,000 8,525 8,525
--------- --------- ------ ---------- -----------
Balance,
March 31, 2004 9,891,918 $3,526,263 $3,988 $(6,180,544) $(2,650,293)
========= ========= ====== =========== ===========
See notes to financial statements.
5
UNITRONIX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended March 31,
--------------------------------
2004 2003
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $(160,432) $(176,083)
Adjustments to reconcile net income (loss)to net
Cash provided (used) by operating activities:
Depreciation and amortization - 530
Provision for bad debts - (1,784)
Decreases (increases) in operating assets:
Accounts receivable 15,588 36,916
Subscriptions receivable - 11,500
Prepaid expenses and other current assets 24,109 (94)
Other assets (2,500) 800
Increases (decreases) in operating liabilities:
Accounts payable 34,339 29,160
Accrued expenses (5,474) (8,167)
Accrued interest - 54,210
Deferred revenue (11,947) (23,443)
------- -------
Net cash provided (used) by operating activities (106,317) (76,455)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common shares 8,525 11,250
Proceeds from borrowings 134,935 169,000
------- -------
Net cash provided by financing activities 143,460 71,750
------- -------
Net increase (decrease) in cash 37,143 (4,705)
Cash at beginning of period 1,306 12,192
------- -------
Cash at end of period $38,449 $7,487
======= =======
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 $122,000 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
As of April 30, 2004, the Company and the Exploration Company reported to
Noranda and Inmet a short fall of required earn-in work expenditures as per the
purchase agreements. The agreements required that the Company and the Explor-
ation Company complete in the first year at least $500,000 and $100,000 in
exploration work on the Noranda and Inmet properties respectively. Because
planned winter geophysical and drill testing programs for the properties were
7
UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. continued
not carried out as equipment and personnel were not available, approximate
unaudited expenditures of $100,000 and $50,000 were incurred on the Noranda and
Inmet projects . Noranda and Inmet have agreed to amend the earn-in purchase
obligations and requirements of the agreements to keep the agreements in good
standing but still require that final aggregate earn-in work expenditures on or
before April 30, 2006, remain at $2,500,000 and $1,000,000 for the Noranda and
Inmet property purchases respectively.
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 dispose of the business at a future date.
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 $287,877, notes payable to its principal shareholders of
$281,000 and convertible debentures payable that mature in 2008 of $1,021,493,
as of December 31, 2003. Management believes that additional financing is
needed to sustain the Company's operations and repay the notes and the debent-
ures. 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
8
UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2 continued
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 and
convertible debentures. The following table shows the computation of basic and
diluted net income per share:
Three Months Ended Nine Months Ended
March 31, March 31,
------------------ -----------------
2004 2003 2004 2003
---- ---- ---- ----
Numerator:
Net (loss) $(35,937) $(67,517) $(160,432) $(176,083)
Preferred dividend 0 0 0 0
-------- ------- ------- -------
(Loss) available to
common shareholders $(35,937) $(67,517) $(160,432) $(176,083)
======== ======= ======== ========
Denominator:
Weighted average number of shares
issued and outstanding 9,883,402 9,643,718 9,862,336 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 9,883,402 9,643,718 9,862,336 9,643,718
========= ========== ========= =========
Basic and diluted net
(loss) per share $(0.00) $(0.01) $(0.02) $(0.02)
========= ========= ========= =========
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 3,004,164, 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 4,085,972, as of March 31, 2004.
3. Operating Segments
------------------
The Company organizes its business units into three reportable segments:
manufacturing software licenses and related services; mineral exploration
9
UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. continued
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 nine month periods ended
March 31, 2004 and 2003 is presented below.
Three Months Ended Nine Months Ended
March 31, March 31,
------------------ ----------------
2004 2003 2004 2003
---- ---- ---- ----
Manufacturing software licenses
and related services:
Revenue $28,204 $42,314 $90,385 $148,095
Costs and expenses 22,763 33,733 66,575 105,228
-------- ------- ------- -------
Income (loss) for segment 5,441 8,581 23,810 42,867
-------- ------- ------- -------
Mineral exploration products
and services:
Revenue - - - -
Costs and expenses - 22,188 - 93,719
-------- ------- ------- -------
Income for segment - (22,188) - (93,719)
-------- ------- ------- -------
Mineral exploration activities:
Revenue - - - -
Costs and expenses 16,464 35,765 111,310 71,040
-------- ------- ------- -------
Income for segment (16,464) (35,765)(111,310) (71,040)
-------- ------- ------- -------
Total income (loss) for segments $(11,023) $(49,372) (87,500) (121,892)
======== ======= ======= =======
4. Related Party Transactions
--------------------------
During the quarter ended March 31, 2004, two of the Companies major share-
holders loaned $24,914 to the Company by deferring the interest due them on the
convertible debentures for the quarter ended March 31, 2004, and increasing the
principal value of the debentures by that amount.
During the quarter ended March 31, 2004, the same two major shareholders loaned
$50,000 to Unitronix Exploration to be used for operating expenses. These loans
are non-interest bearing demand notes.
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
- ---------------------
Third Quarter Ended March 31, 2004, Compared to the Third Quarter Ended
- -----------------------------------------------------------------------
March 31, 2003
- --------------
Revenue for the period ended March 31, 2004, decreased by 33% from the like
period in 2003. 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.
No development costs for the Geo-Sleuth software and no PRAXA selling expenses
were incurred in the quarter ended March 31, 2004. Mineral exploration project
expenses incurred by the Exploration Company decreased significantly from the
2003 period to the 2004 period, because the next stage of the exploration
activities in the Sturgeon Lake area have not started. General and admin-
istrative expenses were 69% lower in the 2004 period than in the 2003 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
March 31, 2003, to the period ended March 31, 2004, resulted in a decrease of
77% in the loss from operations in the 2004 period.
11
UNITRONIX CORPORATION
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
(continued)
Nine Months Ended March 31, 2004, Compared to the Nine Months Ended
- -------------------------------------------------------------------
March 31, 2003
- --------------
Revenue for the nine month period ended March 31, 2004, decreased by 39% from
the like period in 2003. 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.
No development costs for the Geo-Sleuth software and no PRAXA selling expenses
were incurred in the nine months ended March 31, 2004. Mineral exploration
project expenses incurred by the Exploration Company increased by 44% from the
2003 period to the 2004 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 45% lower in the
2004 period than in the 2003 period due to decreased personnel and consulting
expenses. The decrease of 28% in total costs and expenses and the decrease in
revenue from the nine months ended March 31, 2003, to the nine months ended
March 31, 2004, resulted in a decrease of 28% in the loss from operations in the
2004 period.
Liquidity and Capital Resources
- -------------------------------
As of March 31, 2004, the working capital deficit was $287,877 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: May 10, 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: May 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: May 10, 2004
/s/William C. Wimer
- ----------------------
William C. Wimer
Vice President of Operations and
Chief Financial Officer
16