Summary of UNICO INC /AZ/ - Yahoo! Finance

Non-Reliance on Previous Financials, Audits or Interim Review, Amendments to Artic

ITEM 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Report or Completed Interim Review.

(a)

Unico, Incorporated ("Unico") received a comment letter from the U.S. Securities and Exchange Commission dated July 29, 2009 relating to Unico's Annual Report on Form 10-K for the fiscal year ended February 28, 2009 and its Quarterly Report on Form 10-Q for the quarter ended May 31, 2009. Following receipt of that comment letter, Unico's Chief Financial Officer, Kenneth C. Wiedrich, had discussions with certain staff accountants of the Securities and Exchange Commission concerning the proper accounting treatment relating to various convertible debentures previously issued by Unico. As a result of those discussions, Unico's Board of Directors concluded on August 31, 2009 that the convertible debentures had not been accounted for correctly. As a result, Unico's financial statements (consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders equity and consolidated statements of cash flows) for the fiscal year ended February 28, 2009 and for the three months ended May 31, 2009 will be restated in Amendments to be filed to the Annual Report on Form 10-K for the fiscal year ended February 28, 2009 and Quarterly Report for the three months ended May 31, 2009. As a result of the foregoing:

(1)

Unico's Board of Directors concluded on August 31, 2009 that its financial statements (consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders equity and consolidated statements of cash flows) for the fiscal year ended February 28, 2009 and for the three months ended May 31, 2009 should no longer be relied upon;

(2)

For the reasons stated above, Unico intends to restate its financial statements in amendments to its Annual Report on Form 10-K for the fiscal year ended February 28, 2009 and to its Quarterly Report on Form 10-Q for the three months ended May 31, 2009. As a result of the restatements, Unico anticipates that the Derivative Liability line item will be removed from each balance sheet, and other related adjusting entries will be made. As a result of these adjustments, Unico anticipates that its Total Stockholders' Deficit as of May 31, 2009 will be reduced by approximately $4,700,000.

(3)

Unico's Chief Executive Officer has discussed Unico's conclusion and the proposed restatement of Unico's financial statements with Unico's independent accountant.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

(a)

Effective August 31, 2009, the Board of Directors approved an amendment to Article III, Section 2 of Unico's By-Laws to provide that the number of directors of Unico shall be established by Unico's Board of Directors by resolution from time to time, with a minimum of three (3) directors and a maximum of seven (7) directors. Currently there are three directors. The old provision provided for four (4) directors. Also, a new Article III, Section 11 was approved which provides that the directors may, in their discretion, elect one of the directors by majority vote to serve as the Chairman of the Board of Directors.

A copy of the amendments is attached hereto as Exhibit 3.12.