U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM NT 10-K
NOTIFICATION OF LATE FILING
Of Form 10-K
For the Period Ended February 28, 1998
_____________________________________________________________
Nothing on this form shall be construed to imply that the Commission
has verified any information contained herein.
____________________________________________________________
Part I - Registrant Information
Unico, Inc.
PO Box 35
Farmington, NM 87499
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Part II - Rules 12b-25(b) and (c)
(a) The reasons for late filing as described in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report on Form 10-K will be filed on or
before the fifteenth calendar day following the prescribed due
date;
(c) The accountant's statement required by Rule 12b-25(c) has
been attached as Exhibit A to this notice.
Part III - Narrative
The Registrant had entered into an agreement to acquire the
outstanding stock of Starlicon International, Inc. from Starlicon Group, Inc..
However, an audit of Starlicon's financial statements disclosed certain
material differences from unaudited financial statements presented to the
Registrant as inducement to enter into the agreement. On May 20, 1998 the
Registrant notified Starlicon Group, Inc. that, among other things, the
material misstatements created a breach of the agreement and that the
Registrant was unilaterally rescinding the agreement. Due to the uncertainty
created by this recent event and its potential material impact on the
Registrants financial statements, the Registrants auditors, Atkinson and
Company, are unable to render an opinion on the Registrants financial
statements for the year ended February 28, 1998 without further review and
evaluation of the present status of the agreement. A copy of the statement
from Atkinson and Company explaining their need for additional time is
included herein as Exhibit A and is filed as part of this notice.
Part IV - Other Information
(1) Contact name and telephone number of person to contact in regard
to this notification: Rick L. Hurt (505) 326-2668.
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in the results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both narratively
and quantatitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Unico, Inc. has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date May 28, 1998 By Rick L. Hurt
Secretary/Treasurer
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EXHIBIT A
ATKINSON & CO. LTD.
Certified Public Accountants ? Consultants
Exhibit to Form 12b-25
May 27, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
Pursuant to Regulation 240.12b-25, we hereby notify you that we are unable to
render an opinion on the Form 10-K for Unico, Inc. (the Registrant) on the
required filing date of May 29, 1998. This is the result of not having
sufficient information available with respect to the recent merger attempt
between the Registrant and Starlicon International, Inc. The Registrant
entered into and closed a definitive agreement with Starlicon International,
Inc. on February 20, 1998 to cause a merger between the two entities. The
Registrant subsequently issued a letter of rescission indicating that
Starlicon, International, Inc. had not met all of the required provisions of
the definitive agreement. As of May 27, 1998, we do not have sufficient
information with respect to this merger to determine the impact that it
will either have or not have on the Registrant's financial statements for the
year ended February 28, 1998. There is uncertainty on both the Registrant's
part and Starlicon International's part as to whether a valid merger has been
executed. As a result, this makes it very difficult for us to know exactly
what the financial position and results of operations are for the Registrant
as of February 28, 1998. Upon final notification as to the validity of the
merger, the required opinion on the Registrant will be rendered.
Atkinson & Co. Ltd.
