Item 1. BUSINESS - ------- --------
GENERAL
Unitronix Corporation ("the Company") is a software development and services company that is focused on providing knowledge-based tools to the mineral exploration industry. Additionally, the Company has two Canadian-based subsid- iaries that were formed to explore for minerals. One subsidiary is currently actively engaged in mineral exploration activities in the Province of Ontario. The Company also continues to provide support and maintenance for its PRAXA manufacturing software product.
The Company was founded and incorporated in 1975 in the State of New Jersey, and operated as a distributor of computer products until 1986. During that year the Company purchased the PRAXA software package from Xerox Corporation. PRAXA is a Manufacturing Resource Planning (MRPII) system that integrates manufacturing, distribution and financial applications into one system that monitors and supports material requirements planning, capacity planning, factory order and cost control, inventory control, product sales and distribution and financial accounting.
From 1986 until 1998 the Company was in the business of marketing, installing and supporting turnkey computer systems that incorporated PRAXA and computer equipment manufactured by DEC. The Company also separately licensed PRAXA software to existing users of DEC's VAX and Alpha lines of computers.
Although PRAXA provides substantial capabilities to small and mid-sized firms, it is based upon obsolete technology and lacks features that many companies now demand from their enterprise resource planning systems, such as e-commerce and customer relationship management. The Company made two attempts to develop new versions of PRAXA that would have been based upon current technology and would have provided additional features that customers wanted. Neither attempt succeeded in producing a completed product.
The Company recently announced that it had entered into an agreement in principal that allows a software development company, Advanced Business
Communications, to use PRAXA as the basis for an advanced manufacturing system that it is developing. The Company will receive royalties from sales of the new system and associated support activities. A final agreement is subject to the satisfactory outcome of ongoing negotiations.
When, in 1999, it decided to abandon its project to develop a new version of PRAXA, the Company explored several other technology-based opportunities. This resulted in the Company changing its focus to the rapidly expanding geomatics industry. Utilizing its in-house project management and software development experience and the services of several recognized scientists and geomatics experts, the Company has developed a mineral potential analysis tool for the mineral exploration industry.
In September, 1999, the Company and a Canadian mineral exploration firm, Goldsat Mining, Inc., formed a jointly owned limited liability corporation to develop a software tool that was intended to analyze geo-scientific data in order to locate areas that have high potential for containing volcanogenic massive sulfide (VMS) mineralization. The tool utilizes a deposit model and a series of proprietary algorithms to identify the locations with the most potential within the area that is examined. The tool, now named "Geo-Sleuth" (trademarked in Canada), is intended to substantially reduce the time and costs typically incurred by mineral exploration specialists in locating areas that are worthy of further study. The limited liability corporation was dissolved in May, 2001, with the Company becoming the sole owner of all rights to the work in progress and the work that had been completed to date. After acquiring the sole rights to Geo-Sleuth, the Company continued to develop and test the tool. The Noranda mining camp in Rouyn-Noranda, Quebec, was utilized for Alpha testing. The tool was Beta tested using the Sturgeon Lake mining camp in Ontario, which is a base metal and precious metal producing region.. The tool was then applied to a "real-world" test in a relatively unexplored area near James Bay in Quebec. In all cases, the final product was a mineral potential analysis map.
As part of its Beta test in the Sturgeon Lake area, the Company undertook a "ground truthing" program to verify the tool's findings. Lithogeochemical and petrographic analysis was performed by an independent laboratory on samples that were collected from areas that Geo-Sleuth identified as meriting further study. This analysis showed that the areas identified by Geo-Sleuth do contain mineral- ization that may have commercial value and thus warrant further investigation.
In May, 2002, an Ontario corporation, 1522923 Ontario, Inc., which operates as Unitronix Mining and Exploration ("Unitronix Exploration") was formed as a wholly owned subsidiary of the Company to follow-up on the areas of interest in the Sturgeon Lake area. In June, 2002, the subsidiary staked claims to 128 units in the Sturgeon Lake area, and in October, 2002, it staked claims to an additional 15 units. A group of investors that includes the two principal shareholders of the Company advanced $100,000 to Unitronix Explor- ation to pay expenses previously incurred in developing and testing Geo-Sleuth, to pay the costs of staking claims to the properties in the Sturgeon Lake area and to pay for professional services associated with the project. In return, the investors retained a 75% undivided interest in the claims staked in the Sturgeon Lake area, which has since been amended to grant the investors 75% of any net profits realized from the claims by Unitronix Exploration An additional 5% of the net profits from the Sturgeon Lake area claims were granted to investors for advances of $16,500 that were used to pay for additional claims staking and associated professional services.
During the quarter ended June 30, 2003, the Company and Unitronix Exploration signed agreements with Noranda Incorporated ("Noranda") and Inmet Mining Corporation ("Inmet"), both of which are Canadian mining companies, that allow Unitronix Exploration to purchase the mineral rights to certain properties located in the Sturgeon Lake area of Ontario that are currently owned by Noranda and Inmet, such properties being adjacent to or near the properties that were staked by Unitronix Exploration in 2002. Unitronix Exploration can acquire the rights to the Noranda and Inmet properties by making certain expenditures for further exploration of the properties. The terms and conditions of the agree- ments between the Company, Unitronix Exploration, Noranda and Inmet are more fully described in Note 1 to the Consolidated Financial Statements attached hereto.
During the fiscal year ended June 30, 2002, the Company formed another subsid- iary, currently named 3936449 Canada, Incorporated. This subsidiary may follow- up on areas of interest identified by Geo-Sleuth during the test near James Bay.
To date the Geo-Sleuth mineral potential analysis tool and Unitronix Explor- ation have not produced revenue or other benefits for the Company.
PRODUCTS AND SERVICES
GEO-SLEUTH ----------
Geo-Sleuth is designed to decrease the costs and time typically required when conducting mineral exploration by automating the early stages of grass roots exploration. The tool is based on a genetic deposit model and uses commercial geographic information system (GIS) components, remote sensing techniques and geo-technical data to select and prioritize areas for further exploration. Geo-Sleuth organizes the most important characteristics of volcanogenic assoc- iated massive sulfide deposits and ore forming processes in a unique manner, using a source-transport-deposition approach. Geo-Sleuth contains a number of proprietary algorithms that analyze and correlate the various geotechnical data that are gathered by satellites, aircraft and by hand. The objectives are to provide substantial cost savings to the user in the exploration process and to materially increase the probability of mineral discovery by reducing the number and the size of areas that require ground follow-up.
PRAXA -----
The Company's manufacturing software product, PRAXA, is a third generation MRPII system that was well accepted by the marketplace in the late 1980's and early 1990's. PRAXA helps manufacturing and distribution firms manage their sales, distribution, manufacturing and accounting functions. PRAXA is written in COBOL and operates exclusively on VAX and Alpha computer systems with the VMS oper- ating system.
Beginning in the early 1990's the users of commercial computer software began to demand products that were easier to use, more readily adaptable to their needs and less expensive to operate and maintain. Systems built around the client-server paradigm were thought to fulfill those needs, and most existing and some new suppliers of manufacturing software mounted major development projects to bring client-server Enterprise Resource Planning (ERP) systems to market. The demand for conventional MRPII systems fell dramatically to the
point where sales of PRAXA to new customers amounted to only four systems from 1992 to 2002. The Company has attempted to sell the PRAXA software business segment but has been unable to do so.
PRAXA CUSTOMER SUPPORT ----------------------
The Company provides "hot-line" support to PRAXA users from its office in Westmont, New Jersey. This support is in the nature of resolving specific problems that users encounter in using the PRAXA software. The support group formerly developed enhanced versions of PRAXA that were released periodically. The Company has no plans to make additional enhancements to PRAXA.
PROFESSIONAL SERVICES ---------------------
The Company provides consulting and training services to PRAXA users. Since the Company no longer employs any pre-sales or post-sales consultants, all consulting and training services are being provided by the Company's customer support and management personnel. This group also provides custom programming for PRAXA users.
SALES AND MARKETING
The Company has not yet determined if, how or when Geo-Sleuth and associated services will be marketed to the mineral exploration industry. The Company plans to have its exploration subsidiaries and the Company utilize Geo-Sleuth to identify areas that merit further study, while expanding and refining the capa- bilities of the tool and preparing it for possible commercialization.
PRODUCT DEVELOPMENT
Geo-Sleuth - ----------
Development of the mineral potential analysis tool was coordinated by a Montreal geomatics firm under contract to the Company. The geomatics firm has consider- able expertise in generating and analyzing geoscience databases. The Company also utilized three experienced geologists with expertise in ore-forming processes and characteristics of mineral deposits. The Company may expand the tool to be capable of analyzing other types of data and other forms of deposits, which will require the services of additional consultants. The capability to analyze hyperspectral or seismic data is an enhancement that may be made, as well as the capability to analyze mineralizations other than volcanic massive sulfide deposits, such as epithermal gold, diamonds and porphyry copper. The tool, as it currently exists, requires some development to improve its ease of use and efficiency.
PRODUCT PROTECTION : TRADEMARKS
The Company seeks to protect its interests in Geo-Sleuth and PRAXA through a combination of copyright laws, trade secret laws, and contractual agreements (including nondisclosure obligations) with customers, consultants, employees and others. "PRAXA" and "Unitronix" are registered federal trademarks of the Company which will expire, unless renewed, on January 14, 2005 and September 20, 2012, respectively. A trademark has been granted in Canada for Geo-Sleuth, and a U.S. trademark will be applied for in the future.
Existing United States copyright laws provide only limited protection and even less protection may be available under foreign laws. While the enforceability of contractual provisions governing confidentiality cannot be assured in all cases, the Company believes that they tend to deter unauthorized use of the Company's proprietary information.
CUSTOMER DEPENDENCE
In the fiscal year ended June 30, 2004, one PRAXA support customer accounted for 26% of the Company's total revenue. There can be no assurances that this customer will continue to purchase PRAXA support services from the Company in fiscal 2005.
HISTORY OF LOSSES
The Company incurred net losses of $330,733 in fiscal 2002, $265,648 in fiscal 2003 and $188,688 in fiscal 2004. As of June 30, 2004, the Company had an accumulated deficit of $6,208,800. There can be no assurance that the Company will be profitable in the future.
CONTROL BY EXISTING STOCKHOLDERS
The Company's directors and their families together own approximately 72% of the outstanding shares of the common stock of the Company. As a result, these stockholders are able to exercise control over matters requiring stockholder approval, including the election of directors, and mergers, consolidations and sales of the assets of the Company.
EMPLOYEES
At September 1, 2004, the Company employed 4 persons, including 2 in customer support and 2 in administration. Each of these individuals is a part-time employee. The President is the only employee of Unitronix Exploration, serving on a part-time basis. The subsidiaries are staffed by consultants, who provide the expertise needed to evaluate the potential mineral content of the Sturgeon Lake region properties.
ITEM 2
ITEM 2 PROPERTIES - ------ ----------
The Company occupies 600 square feet of office space as a tenant at will in Westmont, New Jersey, for its PRAXA software support operation, at a rate of $834 per month.
ITEM 3
ITEM 3 LEGAL PROCEEDINGS - ------ -----------------
The Company and it's subsidiaries are not currently involved in any legal proceedings.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------ ---------------------------------------------------
The Company did not submit any matters to a vote of the shareholders during the last quarter of fiscal year 2004.
PART II
Item 5
Item 5 MARKET FOR THE COMPANY'S COMMON STOCK AND ----------------------------------------- RELATED SECURITY HOLDER MATTERS -------------------------------
The Company's common stock is currently listed on the over the counter bulletin board.
The following table sets forth, for the calendar quarters indicated, the high and low bid prices reported for the Company's common stock, by the indicated source. There were 129 holders of record of the Company's Common Stock on September 15, 2004. The Company believes that there are approximately 450 beneficial shareholders.
Calendar Year Ended December 31, OTC Bulletin Board - -------------------------------- -------------------------
Bid Prices ---------- High Low ---- --- Third Quarter 0.5000 0.1100 Fourth Quarter 0.5000 0.2100
First Quarter 0.3000 0.2200 Second Quarter 0.3000 0.2000 Third Quarter 0.5500 0.2000 Fourth Quarter 0.4800 0.1500
First Quarter 0.4000 0.2100 Second Quarter 0.2000 0.1000
DIVIDEND POLICY
No dividends have been declared by the Board of Directors. The Board of Directors currently plans to retain any future earnings for use in the Company's business.
Item 6
Item 6 SELECTED CONSOLIDATED FINANCIAL DATA ------------------------------------
Summary Consolidated Financial Information (in thousands, except per share data) For fiscal year ending June 30, -------------------------------------------- CONSOLIDATED INCOME 2004 2003 2002 2001 2000 STATEMENT DATA: ---- ---- ---- ---- ---- Revenue from Operations $114 $184 $245 $360 $521 Gain (Loss) from Operations (90) (193) (268) (211) (332)
Net Loss (189) (266) (331) (53) (62)
Per Share Data: Basic and Diluted net Loss Per Share (.02) (.03) (.03) (.01) (.01)
Shares Used in Computing Per Share Data 9,850,137 9,671,233 9,643,718 9,643,718 9,489,757
CONSOLIDATED BALANCE SHEET DATA:
Working Capital/(Deficit) $(290) $(206) $(971) $(751) $(748) Total Assets 20 44 67 54 310 Short term debt, including current maturities of long-term debt 125 60 716 607 687 Long-term debt, less current maturities 1,206 1,108 - - - Shareholder's equity (deficit) (2,679) (2,498) (2,263) (1,874) (1,720)
Item 7.
Item 7. - -------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - --------------------- FISCAL YEAR ENDED JUNE 30, 2004 VS. FISCAL YEAR ENDED JUNE 30, 2003
Total revenue for the year ended June 30, 2004, decreased by 38% from the year ended June 30, 2003. All revenue in both years was realized from PRAXA software support services. The decreased revenue reflects the continued migration of PRAXA users to other MRP and ERP software systems, a trend that management believes will continue as the Company has no plans to enhance the PRAXA software.
Mineral exploration project expenses decreased by 36% from the year ended June 30, 2003, while no software development expenses and selling expenses were incurred in the year ended June 30, 2004. General and administrative expenses decreased by 57% from the year ended June 30, 2003 due to cost cutting measures undertaken by the Company. Total costs and expenses decreased by 46% from the year ended June 30, 2003, and the loss from operations decreased by 53% from 2003 to 2004.
FISCAL YEAR ENDED JUNE 30, 2003 VS. FISCAL YEAR ENDED JUNE 30, 2002
Total revenue for the year ended June 30, 2003, decreased by 25% from the year ended June 30, 2002. No revenue was realized from the sale of software licenses in the year ended June 30, 2003, and revenue from services decreased by 20% from the year ended June 30, 2002. This reflects the continued migration of PRAXA users to other MRP and ERP software systems, a trend that management believes will continue as the Company has no plans to enhance the PRAXA software.
The cost of PRAXA software related services decreased by 22% from the year ended June 30, 2002, to the year ended June 30, 2003, because fewer PRAXA customers contracted for software maintenance and training services. PRAXA selling ex- penses decreased by 6% from 2002 to 2003.
Mineral exploration project expenses increased by 22% from the year ended June 30, 2002, to the year ended June 30, 2003. The mineral exploration project in the Sturgeon Lake area of Ontario that is being conducted by Unitronix Explor- ation a wholly owned subsidiary of the Company, accounted for all of the expend- itures in that category for both years. These expenses are expected to increase significantly in future years as more work is performed to determine the extent and commercial value of the mineralization on the properties staked by Unitronix Exploration and the properties optioned from Noranda Incorporated and Inmet Mining Corporation. Also, the Company's other exploration subsidiary, 3936449 Canada, Incorporated, may undertake exploration activities in the James Bay region of Quebec in the future.
Development costs for the Geo-Sleuth mineral potential analysis software tool decreased by 70% from the year ended June 30, 2002, to the year ended June 30, 2003, since final testing of the software was completed in early 2003. The tool is now proven to be useful in evaluating certain types of geological
formations, but requires a significant amount of manual manipulation by its users. The Company intends to enhance Geo-Sleuth to reduce the effort required to use the tool, and to make it useful for other types of geological formations and mineral deposits.
The 26% decrease in total costs and expenses from fiscal 2002 to fiscal 2003 resulted in a 28% decrease in the loss from operations from year to year.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2004, the working capital deficit was $290,476 as compared to deficits of $206,405 and $971,398 at June 30, 2003 and 2002, respectively. The decrease in the deficit from 2002 to 2003 was due to the conversion of $948,559 in demand notes and accrued interest to long-term convertible debentures during the year ended June 30, 2003.
During the year ended June 30, 2000, the Company signed a new lending agree- ment with its principal shareholder that provides for up to $1,000,000 in loans and letters of credit. At June 30, 2002, the Company owed $740,934 for principal and accrued interest for loans that had been provided for by the lending agreement. The amounts owed under this agreement were among those converted to long-term convertible debentures during fiscal 2003, so that at June 30, 2004, no loans remained outstanding under the agreement. At June 30, 2004, the Unitronix Exploration subsidiary owed $122,000 in short term demand notes to its two major shareholders and $159,000 in long term notes to three groups of investors, two of which include the two major shareholders.
Management projects that funds from sources other than operations will be needed to further assess the mineral potential of the properties that the Company's subsidiaries have staked and optioned and may identify in the future as being worthy of further investigation. The Company anticipates raising this capital through the sale of stock in its Unitronix Exploration subsidiary. There can be no assurance that the Company will be able to raise the additional funds needed and failure to do so may jeopardize the Company's ability to continue as a going concern.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ------- -------------------------------------------
The information required by this Item is submitted as a separate section of this report commencing on page 1 attached hereto.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON - ------- ------------------------------------------------ ACCOUNTING AND FINANCIAL DISCLOSURE -----------------------------------
None.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - -------- -------------------------------------------------- The executive officers and directors of Unitronix are as follows:
NAME AGE CURRENT POSITION - ---- --- ---------------- Jack E. Shaw 70 Chairman of the Board
Dale M. Hendrick 70 President, Chief Executive Officer, Director
Robert C. Crawford 77 Treasurer, Secretary, Director
Dr. Howard L. Morgan 58 Director
Robert G. Sable 64 Director
William C. Wimer 67 Chief Financial Officer, Vice President of Operations
BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS
JACK E. SHAW has been Chairman of the Board of Directors of the Company since 1991. He was also the Chief Executive Officer of the Company from 1991 until January, 2003. He is Chairman and Chief Executive Officer of Shaw Resources, Inc., a Greenville, South Carolina-based investment company and real estate developer. Mr. Shaw is also a Director of B B & T Corporation, co-owner and a Director of A/R Funding, Inc., President of Carolina Rentals, Inc., and owner of Resort Golf, which operates premier miniature golf courses in Myrtle Beach, South Carolina. Mr. Shaw is the largest shareholder of Unitronix Corporation, holding approximately 49% of the outstanding common shares.
DALE M. HENDRICK, P. ENG., was appointed President and Chief Executive Officer of Unitronix Corporation, President of 1522923 Ontario, Inc. and President of 3936449, Inc. in January, 2003. He had been appointed to the Board of Directors of Unitronix in October, 2002, by the other members of the Board, and was reelected to the Board at the shareholders meeting in January, 2003. Since 1989 Mr. Hendrick has been President of Dale M. Hendrick and Associates of Toronto, a mining geological consulting firm, prior to which time he was an executive officer and chief geologist for exploration of Kerr Addison Mines, Ltd. Mr. Hendrick also serves as a Director of Radisson Mining Resources, Inc. and Gammon Lake Resources, Inc.
ROBERT C. CRAWFORD was elected to the Board of Directors in January, 1993, and was appointed Treasurer and Secretary on July 1, 1993. Mr. Crawford was formerly President and Chief Executive Officer of the Floor Coverings Division of Dan River, Inc., and was a Vice President and Director of Dan River Corp- oration. He also served as Chairman of the Board of Greenville Technical College in Greenville, South Carolina.
DR. HOWARD L. MORGAN was named a Director in January, 1993. Dr Morgan has served as a Director of idealab! since 1999, and is also President and Founder of Arca Group, Inc., a consulting and venture capital investment firm special- izing in the areas of computer and communications technologies. He has more than 25 years of experience with more than fifty high-tech entrepreneurial
ventures, Dr. Morgan was Professor of Decision Sciences at the Wharton School of the University of Pennsylvania and Professor of Computer Science at the Moore School at the University of Pennsylvania for almost 15 years. He serves on the boards of Franklin Electronic Publishers, Inc., and Segue Software Corporation. Inc. He received the Entrepreneur of the Year Award in 1997.
ROBERT G. SABLE, ESQ. has been a Director of the Company since February, 1994. From 1994 through 1998 he was the President of Sable Makoroff & Gusky and in 1999 and 2000 was a Principal of Sable Pusateri Rosen Gordan & Adams LLC, a law firm located in Pittsburgh, Pennsylvania. Since January 1, 2001, Mr. Sable has been a Partner in McGuire Woods LLP, a law firm based in Richmond, Virginia and with offices in a number of cities, including Pittsburgh, Pennsylvania.
WILLIAM C. WIMER was named Vice President of Operations in March, 1992, with responsibility for Customer Support and Professional Services activities. He assumed responsibility for all accounting activities in 1993, was named Assistant Treasurer in July, 1994, and Chief Financial Officer in June, 1997.
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
During the 2004 fiscal year none of the directors, officers or beneficial owners of more than 10 percent of the Company's common stock failed to file on a timely basis reports required by Section 16 (a) of the Exchange Act.
Item 11.
Item 11. EXECUTIVE COMPENSATION - -------- ----------------------
The following table sets forth all compensation awarded to, earned by, or paid by the Company to the following persons for services rendered in all capacities to the Company during each of the fiscal years ended June 30, 2004, 2003 and 2002 to: (1)the Company's Chief Executive Officer, and (2) each of the other officers whose total compensation for the fiscal year ended June 30, 2004, required to be disclosed in column (c) below exceeded $100,000.
SUMMARY COMPENSATION TABLE -------------------------- Annual Compensation ------------------- (a) (b) (c) (d) (e) (f) Name and Other Annual All Other Principal Position Year Salary Compensation Options Compensation
Jack E. Shaw 2003(1) (3) - - - Chief Executive 2002 (3) - - - Officer Dale M. Hendrick 2004 (3) - - - Chief Executive 2003(2) (3) - - - Officer
(1) Until January 15, 2003. (2) Since January 15, 2003. (3) The Company has not paid Mr. Shaw and Mr. Hendrick any compensation for their services to date.
COMPENSATION OF DIRECTORS
The Company currently does not compensate directors for their services; it does reimburse them for reasonable expenses incurred in performing their duties as directors.
1993 STOCK OPTION PLAN
At June 30, 2003, 1,000,000 shares of common stock were reserved for issuance or grant under the Unitronix Corporation 1993 Stock Option Plan. The options were granted to employees, officers, directors and consultants to the Company. The exercise price for incentive options must be at least 100% of the fair market value of the common stock as determined by the Option Committee of the Board of Directors on the date of the grant, as are the exercise and expiration dates of the grant. Options for 275,000 shares were granted and options for 25,000 shares were exercised during the year ended June 30, 2004. At June 30, 2004, there were options for 480,000 shares of common stock outstanding. No options were allowed to be granted under the 1993 Stock Option Plan after October 28, 2003.
SAVINGS AND PROFIT SHARING PLAN
The Company had in effect the Unitronix Corporation Savings and Profit Sharing Plan (the "Savings Plan"), which allowed the Company to make contributions to certain employees' Savings Plan accounts from profits, and permitted partici- pating employees to contribute a portion of their salaries to their plan accounts under the 401K feature of the plan. There had been no employees participating in the plan after February, 2002, so in order to eliminate the expenses incurred in administering the plan, the Board of Directors of the Company approved the termination of the plan in May, 2002. Management is currently arranging for the plan participants to transfer their funds into roll-over accounts.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN ----------------------------- BENEFICIAL OWNERS AND MANAGEMENT -------------------------------- The following table sets forth information regarding the beneficial ownership of the Company's common stock as of September 1, 2004, by those persons owning beneficially 5% or more of such shares, by each director, and by all executive officers and directors as a group. The persons named in the table have sole voting and investment power with respect to all shares of common stock which they own of record.
NAME AND ADDRESS OF SHARES OF PERCENTAGE OF BENEFICIAL OWNER(1) COMMON STOCK COMMON STOCK - ------------------ ------------ ------------ Jack E. Shaw (2) 4,873,673 49.4%
Robert C. Crawford 199,391 2.0%
Howard L. Morgan (3) 1,050,000 13.7%
All Directors and Officers as a Group (6 persons) 6,148,064 62.2%
Samuel H. Jones, Jr. 500,000 5.1% US Route 40 Woodstown, NJ 08098
Jane Shaw (4) 500,000 5.1% 2320 E. North Street Greenville, SC 29607
(1)The address of each officer and director of the Company listed in the table is in care of the Company, P.O. Box 454, Topsfield, MA 01983.
(2)Does not include 500,000 shares owned by Jane Shaw, his wife, and a total of 500,000 shares owned by Ronald Shaw and Donald Shaw, his and her adult children.
(3)Includes 30,000 shares held in trusts for the benefit of his three children, Kimberly Morgan, Elizabeth Morgan and Danielle Morgan.
(4)Does not include 4,873,673 shares owned by Jack E. Shaw, her husband, and a total of 500,000 shares owned by Ronald Shaw and Donald Shaw, his and her adult children.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------- ----------------------------------------------
The information required by this Item is set forth under Notes to Financial Statements "Related Party Transactions", page XX attached hereto.
Item 14
Item 14 CONTROLS AND PROCEDURES - ------- ----------------------- Within the 90-day period prior to the filing of this report, Unitronix Corporation management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-14(c). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the date of that evaluation. There have been no significant changes in internal controls or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.
PART IV -------
Item 15.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K - -------- --------------------------------------------------------------- A. The following documents are filed as a part of this report:
1.Financial Statements -------------------- PAGE ---- Report of Independent Accountants 1
Consolidated Balance Sheets at June 30, 2004 and 2003 2
Consolidated Statements of Operations - Years ended June 30, 2004, 2003 and 2002 3
Consolidated Statements of Changes in Stockholders' Deficit -Years ended June 30, 2004, 2003 and 2002 4
Consolidated Statements of Cash Flows - Years ended June 30, 2004, 2003 and 2002 5
Notes to Consolidated Financial Statements 6
2.Schedules ---------
SCHEDULE II - Valuation and Qualifying Accounts 21 Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Financial Statements or notes thereto.
3.EXHIBITS (numbers below reference the Exhibit Table of Item 601 of Regulation S-K)
(3)Articles of Incorporation and By-Laws *
(4)Specimen Common Stock Certificates *
(10)Material Contracts: 10.1 1993 Stock Option Plan **
*Previously filed with the Securities and Exchange Commission on August 12, 1988, as an exhibit to the Company's S-18 registration statement (File Number 33-22494-NY), such previously filed exhibits incorporated herein by reference.
**Previously filed with the Securities and Exchange Commission on August 29, 1994 as an exhibit to the Company's S-8 registration statement, such previously filed exhibits incorporated herein by reference.
B. Reports on Form 8-K
The Company did not file any reports on Form 8-K during the final quarter of fiscal year 2004.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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
BY:/s/William C. Wimer ---------------- William C. Wimer Vice President of Operations and Chief Financial Officer
DATED: September 20, 2004 ------------------- Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE POSITION DATE - --------- -------- ----
/s/Jack E. Shaw - ------------------ Chairman of the Board September 24, 2004 Jack E. Shaw of Directors
/s/Dale M. Hendrick - ------------------- President, Chief Executive September 20, 2004 Dale M. Hendrick Officer and Director
/s/Robert C. Crawford - --------------------- Secretary/Treasurer and September 24, 2004 Robert C. Crawford Director
/s/Howard L. Morgan - ------------------- Director September 20, 2004 Howard L. Morgan
/s/Robert G. Sable - --------------------- Director September 23, 2004 Robert G. Sable
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 --------------------------------------------- CERTIFICATION I, Dale M. Hendrick, certify that:
1. I have reviewed this annual report on Form 10-K of Unitronix Corporation;
2. Based on my knowledge, this annual report does not contain any untrue state- ment 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 annual report;
3. Based on my knowledge, the financial statements, and other financial infor- mation included in this annual 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 annual report;
4. The registrant's other certifying officers 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 annual 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 annual report (the "Evaluation Date"); and
(c) presented in this annual 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 officers 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 officers and I have indicated in this annual 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.
/S/ Dale M. Hendrick September 20, 2004 ---------------- Dale M. Hendrick President and Chief Executive Officer CERTIFICATION - ------------- I, William C. Wimer, certify that:
1. I have reviewed this annual report on Form 10-K of Unitronix Corporation;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;
4. The registrant's other certifying officers 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 annual 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 annual report (the "Evaluation Date"); and
(c) presented in this annual 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 officers 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 officers and I have indicated in this annual 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.
/S/ William C. Wimer September 20, 2004 ---------------- William C. Wimer Vice President of Operations and Chief Financial Officer
UNITRONIX CORPORATION --------------------- FINANCIAL STATEMENTS -------------------- JUNE 30, 2004, 2003 AND 2002 ----------------------------
INDEPENDENT AUDITORS' REPORT ----------------------------
To the Board of Directors and Stockholders Unitronix Corporation
In our opinion, the accompanying financial statements listed in the index appearing under Item 15(a)(1) on page 16 present fairly, in all material respects, the financial position of Unitronix Corporation at June 30, 2004, and 2003, and the results of its operations and its cash flows for the years ended June 30, 2004, 2003, and 2002, in conformity with accounting principles generally accepted in the United States of America.. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) on page 17, presents fairly, in all material respects, the information set forth therein when read in conjunction with the related finan- cial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for out opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Dan Clasby & Company September 20, 2004
UNITRONIX CORPORATION --------------------- BALANCE SHEETS -------------- June 30, 2004 and 2003
ASSETS
See accompanying notes to financial statements.
UNITRONIX CORPORATION --------------------- STATEMENTS OF OPERATIONS ------------------------ Years Ended June 30, 2004, 2003 and 2002
See accompanying notes to financial statements.
UNITRONIX CORPORATION --------------------- STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT ---------------------------------------------- Years Ended June 30, 2004, 2003 and 2002
See accompanying notes to financial statements.
UNITRONIX CORPORATION --------------------- STATEMENTS OF CASH FLOWS ------------------------ Years Ended June 30, 2004, 2003 and 2002
See accompanying notes to financial statements.
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS -----------------------------
1. Summary of Significant Accounting Policies: ------------------------------------------ Basis of Presentation and Business - ---------------------------------- The consolidated financial statements include the accounts of Unitronix Corp- oration ("the Company"), and its wholly owned subsidiaries, 3936449 Canada, Inc. and 1522923 Ontario, Inc., which does business as Unitronix Mining and Explor- ation ("Unitronix Exploration"). All significant inter-company accounts and transactions have been eliminated.
Unitronix Corporation focuses on developing products and services 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. In 2002, Unitronix Exploration staked claims to 143 units in the Sturgeon Lake area of Ontario that Geo-Sleuth identified as meriting further examination. The other subsidiary, 3936449 Canada, Inc., is not currently active.
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 Unitronix Exploration. 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 Unitronix Exploration 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 Unitronix Exploration to fund exploration project activities.
The Company and Unitronix Exploration have agreements with Noranda Incorp- orated ("Noranda") and Inmet Mining Corporation ("Inmet"), both of which are international mining companies, that allow Unitronix Exploration to purchase the mineral rights to certain properties that are adjacent to or near the properties that Unitronix Exploration staked in the Sturgeon Lake area in 2002. The obligations and rights of the Company and Unitronix Exploration 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 Unitronix Exploration 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 Unitronix Exploration
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 1. continued
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 geo- physical and drill testing programs for the properties were 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 amended 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.
If Unitronix Exploration acquires the rights to the Noranda properties, Noranda will be entitled to a 1% NSR production royalty. If Unitronix Exploration acquires the rights to the Inmet properties, Inmet will be entitled to a 2% NSR production royalty. Both agreements provide for reacquisition of 51% interest in the properties by the option grantors if they expend at least 200% of the amounts expended by Unitronix Exploration for further exploration and develop- ment of the properties, in which case the NSR royalties would no longer be applicable.
Unitronix Exploration has also assayed samples gathered from field work conducted on claims staked north-west of the Sturgeon Lake mining camp. These properties were staked as a result of findings from the use of the Geo-Sleuth mineral potential analysis tool. Additional field work on these claims is planned for the near future.
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 Company recently announced that it had entered into an agreement in principal that allows a software development company, Advanced Business Communications, to use PRAXA as the basis for an advanced manufacturing system that it is developing. The Company will receive royalties from sales of the new system and associated support activities. A final agreement is subject to the satisfactory outcome of ongoing negotiations.
As a result of these agreements and the continuing decline in revenues from the PRAXA software business segment, additional financing is required in order to sustain the operations of the Company and its subsidiaries and to repay the notes. Management initiated a private placement offering of 2,750,000 shares of common stock at eighteen cents per share in June, 2003, to attempt to raise approximately $500,000 to be used for the exploration programs and general expenses. This effort raised only $23,916 through the sale of 133,200 shares. The Company is exploring other options to sell additional shares. There can be no assurances that the Company will succeed in selling additional shares of stock or be able to obtain financing in some other manner that will allow it to continue its operations. The financial statements do not include any adjust- ments that might result from these uncertainties.
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 1. continued
The Company has continued to incur losses from operations and has a working capital deficit as of June 30, 2004 of $290,476, current notes payable of $125,000 and long-term notes payable of $159,000. In addition, it has convert- ible debentures outstanding with a value of $1,047,031 which must be redeemed by the Company at par no later than July 15, 2008, unless redeemed for common shares of Company stock by the holder. All of the debentures and all but $15,500 of the notes are held by investment groups that include two directors of the Company. The debentures bear interest at a rate of 10% per annum and the notes are non-interest bearing.
Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.
Risks and Uncertainties - ----------------------- The Company is subject to risks common to companies in the high technology industry including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, and protection of proprietary technology. The Company's subsidiaries are subject to the risks and uncertainties that prevail in the mineral exploration industry.
Economic Dependence - ------------------- In the fiscal year ended June 30, 2004, one customer accounted for 26% of the Company's total revenue. In the fiscal year ended June 30, 2003, one customer accounted for 15% of the Company's total revenue. In the fiscal year ended June 30, 2002, one customer accounted for 11.5% of the Company's total revenue.
Revenue Recognition - ------------------- Effective December 31, 1997, the Company adopted Statement of Position 97-2 (Software Revenue Recognition) issued by the American Institute of Certified Public Accountants. This statement provides guidance on when revenue should be recognized, and in what amounts for licensing, selling, leasing or otherwise marketing computer software. Software revenue is generally recognized upon product shipment, provided that no significant vendor obligation exists and collection of the related receivable is deemed probable by management. Revenue from software maintenance contracts is recognized ratably over the contractual period, and other service revenue is generally recognized as the services are provided. There has been no revenue earned by the mineral exploration products and services and the mineral exploration business segments.
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 1. continued
Mineral Property Acquisition, Exploration and Development Costs - --------------------------------------------------------------- Costs related to the acquisition, exploration and development of mineral prop- erties are capitalized on an area of interest basis on the financial statements of Unitronix Exploration. These expenditures will be charged against income, through unit of production depletion, when properties begin commercial prod- uction. If an area of interest is abandoned, the capitalized expenditures associated with that area of interest are charged to operations in the period that the area is abandoned. This accounting treatment is in accordance with Generally Accepted Accounting Principles in Canada. Unitronix Exploration had capitalized $148,425 in acquisition, exploration and development costs as of June 30, 2004.
The consolidated financial statements in this report charge the aforementioned costs to current period operating costs as required by Statement of Financial Accounting Standards No. 7.
Software Costs - -------------- The Company capitalizes certain software costs after technological feasibility of the product has been established and ceases capitalization when the product is available for general release to customers. Costs incurred prior to the establishment of technological feasibility are charged to product development costs. Such costs are amortized on a straight-line basis over the estimated useful life of three years or the ratio of current revenue to the total of current and anticipated future revenue, whichever is greater. The Company did not capitalize any software costs for the years ended June 30, 2004, 2003 and 2002. All software development costs that had been capitalized in prior years were completely amortized prior to the year ended June 30, 2002.
Income Taxes - ------------ The Company follows the liability method for accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized based on temporary differences between the financial statement and tax bases of assets and liabilities using current statutory tax rates. A valuation allowance is required to offset any net deferred assets if, based upon weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
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. The computation of basic and diluted earnings per share is presented below.
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 1. continued
Basic and diluted net loss per share: - ------------------------------------ For the Years Ended June 30, --------------------------- 2004 2003 2002 ---- ---- ---- Numerator: Net loss $(188,688) $(265,648) $(330,733) Preferred dividends - - - -------- ------- --------- Income available to common shareholders $(188,688) $(265,648) $(330,733) ========= ========= =========
Denominator: Weighted average number of shares issued and outstanding 9,850,137 9,671,233 9,643,718 Assumed exercise of options reduced by the number of shares which could have been purchased with the proceeds of those options - - - Assumed conversion of preferred stock - - - --------- --------- --------- Total shares 9,850,137 9,671,233 9,643,718 --------- --------- ---------
Basic and diluted net loss per share $ (.02) $ (.03) $ (.03) ========= ========= =========
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 are not included in the calculation of weighted average shares since their effect would be antidilutive.
Property and Equipment - ---------------------- Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years, for financial reporting, and accelerated methods for income taxes. Expenditures for repairs and maintenance which do not increase the useful life of the related assets are expensed as incurred. Upon retirement or sale, the cost of the assets disposed of and the related accumulated deprec- iation are removed from the accounts; any resulting gain or loss is credited or charged to income. No value has been assigned to the mineral claims staked by Unitronix Exploration.
Recently Issued Accounting Pronouncements - ----------------------------------------- The Financial Accounting Standards Board has issued Statement No. 130 ("SFAS 130"), "Reporting Comprehensive Income". This statement requires changes in comprehensive income to be shown in a financial statement that is displayed with the same prominence as other financial statements. While not
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 1. continued
mandating a specific financial statement format, the Statement requires that an amount representing total comprehensive income be reported. The Statement is effective for fiscal years beginning after December 15, 1997. There were no other items of comprehensive income in the years reported on.
The FASB has also issued Statement No. 131 ("SFAS 131"), "Disclosures about Segments of an Enterprise and Related Information". This Statement, which supersedes Statement No. 14, "Financial Reporting for Segments of a Business Enterprise," changes the way public companies report information about seg- ments. The Statement, which is based on the management approach to segment reporting, includes requirements to report segment information quarterly and entity-wide disclosures about products and services, major customers, and the material countries in which the entity holds assets and reports revenues. The Statement is effective for periods beginning after December 15, 1997. Addition- al information pertaining to segment reporting is provided in Note 10.
In June, 1998, the FASB issued Statement No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities", which is effective for fiscal years beginning after June 15, 1999. The statement establishes account- ing and reporting standards requiring that every derivative instrument be recorded in the balance sheet as either an asset or liability, measured at its fair value. SFAS N0. 133 also requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Adoption of this standard has not had a material impact on the financial position or results of operations of the Company.
2. Related Party Transactions: -------------------------- On March 1, 2000, a lending agreement was negotiated between the Company and its principal shareholder that provides for up to $1,000,000 in loans to the Comp- any. The agreement expires on March 1, 2005, but can be renewed for successive one year periods at the option of the shareholder and the Company. At the time that the lending agreement was signed, outstanding loans of $338,250 that had been granted under a prior lending agreement were owed to the principal share- holder by the Company. At June 30, 2003, the Company owed $531,960 in principal and accrued interest for loans that had been provided under the old and new lending agreements. It also owed the same shareholder $276,531 in principal and accrued interest for a loan to the Company that had been granted by a bank that was later assumed by the shareholder. At the same time the Company owed $140,067 in principal and accrued interest to another shareholder for loans made to the Company from time to time to cover operating expenses.
On July 1, 2003, with unanimous approval of the Board of Directors of the Company and the approval of the lenders, the loans and interest payable to the two shareholders were converted to long term convertible debentures payable to these shareholders. The total indebtedness converted to the debentures was $948,558. The debentures carry an interest rate of 10% per annum and are convertible into common shares of the Company per the following schedule:
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 2. continued
Conversion Date Amount of Debenture per Each Common Share --------------- ----------------------------------------- July 1, 2003 to June 30, 2004 Twenty-five cents ($0.25) per share July 1, 2004 to June 30, 2005 Fifty cents ($0.50) per share July 1, 2005 to June 30, 2006 Seventy-five cents ($0.75) per share July 1, 2006 to June 30, 2008 One dollar ($1.00) per share
Interest on the debentures that is not paid when due by the Company is added to the principal amount of the debentures. The debentures must be redeemed at full value by the Company by July 15, 2008. No interest was paid to the lenders in fiscal 2004 and at June 30, 2004, the debentures were valued at $1,047,031.
As an incentive for the creditors to convert their notes and interest receivable to convertible debentures, the creditors were granted warrants to purchase a number of shares of the Company's common stock equal to the dollar amount of loans and accrued interest outstanding as of June 30, 2003, for twenty-five cents per share, such warrants expiring ninety days after the conversion of the debentures to common stock, or upon mandatory redemption of the debentures by the Company, unless sooner exercised. The creditors were also given a UCC-1 that will convey to them full ownership of the Geo-Sleuth mineral potential assessment tool in the event that the Company should default upon the debent- ures or file for bankruptcy.
As of June 30, 2004, the two principal shareholders of the Company and invest- ment groups in which they participate had advanced $281,000 to Unitronix Explor- ation to be used to pay exploration and software development expenses. These loans, which are not callable and are non-interest bearing, are to be repaid only from profits of the subsidiary. The Company has no obligation to make repayment if the subsidiary is unprofitable. As compensation for granting these loans to Unitronix Exploration, the investment groups were granted a total of 80% of any net profits realized by Unitronix Exploration from the properties that were staked in the Sturgeon Lake area in 2002.
On June 30, 1998, the Company entered into an agreement to exchange $675,924 of demand notes outstanding and $152,679 in accrued interest to three share- holders for 828,603 preferred shares (see Note 8).
On June 30, 1998, the Company entered into an agreement to exchange $16,125 in accounts payable to an entity controlled by a director of the Company for 16,125 shares of preferred stock (see Note 8).
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 3. Property and Equipment: ---------------------- The major classes of property and equipment are as follows: June 30, --------------- 2004 2003 ---- ---- Computer equipment $282,893 $283,454 Office furniture and fixtures 4,294 8,543 ------- ------- 287,187 291,997 Less: accumulated depreciation (287,187) (291,997) ------- ------- $ - $ - ======= =======
Depreciation expense for the years ended June 30, 2004, 2003 and 2002 was $0, $707, and $1,344, respectively.
4. Income Taxes: ------------ The components of the deferred tax assets and liabilities as of June 30, 2004 and 2003 were as follows: 2004 2003 ---- ---- Deferred tax assets: Net operating loss carryforwards $2,776,050 $2,748,714 Tax credits 197,252 197,252 Other 7,189 7,189 --------- --------- Subtotal $2,980,491 $2,953,155
Deferred tax liabilities: Capitalized software costs - - Net fixed assets - - --------- --------- Subtotal - - --------- --------- Valuation allowance $(2,980,491) $(2,953,155) ========= ========= Net deferred tax assets - - ========= ========= The Company has established a valuation allowance for its net deferred tax assets due to the uncertainty surrounding their realization.
As of June 30, 2004, the Company has net operating loss carry forwards for federal income tax purposes of approximately $6,659,000which expire from the years 2006 through 2023. The Company also has research and development credits for federal income tax purposes in the amount of $153,243 available to offset future income taxes. These credits expire from the years 2007 through 2012. Due to the Company's issuance of stock, the Company's use of its existing net operating loss carry-forwards may be restricted under Section 382 of the Internal Revenue Code. UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 4. continued A reconciliation of the provision for income taxes at the federal statutory income tax rate of 25% for the year ended June 30, 2004, 25% for the year ended June 30, 2003, and 25% for the year ended June 30, 2002, with the provision reflected in the financial statements is as follows: 2004 2003 2002 ---- ---- ---- Tax expense (benefit) at federal statutory income tax rate $(28,689) $(82,763) $(82,683) State income taxes, net of federal benefit 1,323 1,756 1,646 Nondeductible business expenses 100 100 Other - - - Credits - - - Change in valuation allowance 27,366 80,907 80,937 ------- ------- ------- Total tax provision - - - ========= ======== =======
5. Profit Sharing Plan: ------------------- The Company had a qualified profit-sharing plan that incorporated a "savings" feature under Section 401(k) of the Internal Revenue Code (IRC), which allowed participants to make contributions by salary reduction subject to annual compensation limits as defined by the IRC. Contributions under the profit- sharing feature of the plan were discretionary and determined annually by management. No contributions had been made to this plan for any year since 1989. All participation under the 401(k) feature of the plan had ceased as of February, 2002, after which time the Board of Directors voted to discontinue the plan in ins entirety because of the expenses being incurred to administer the plan. As of June 30, 2004, two former employees had funds remaining in the plan, which management is attempting to have transferred into rollover accounts.
6. Commitments and Contingencies: ----------------------------- The Company currently occupies both of its offices as tenants at will. Total rental expense was $17,753, $18,256 and $18,484 for the years ended June 30, 2004, 2003 and 2002, respectively.
7. Legal Proceedings: ----------------- The Company is not currently involved in any legal proceedings.
8. Preferred Stock: --------------- On June 30, 1998, the Company converted $675,924 in notes payable, $119,525 in accounts payable and $161,279 in accrued interest into 956,728 shares of mandatory redeemable, convertible, Series A preferred stock $1.00 per share par value("preferred stock"). The preferred stock had a 6% cumulative dividend feature and has no voting rights. The Company incurred $4,400 in issuance costs associated with the preferred stock offering and has netted them against the preferred stock carrying amount on the balance sheet. These costs were accreted from the date of issue until the date of the original mandatory redemption, which was June 30, 2002. UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 8. continued During the quarter ended June 30, 2002, the Board of Directors, acting in what it believed to be in the best interests of the Company, voted to amend the cumulative dividend feature, conversion rights and mandatory redemption date of the preferred shares, subject to approval by a majority of the holders of the shares. The holders of a majority of the shares subsequently approved the following amendments to the Series A Convertible Preferred shares:
The mandatory redemption date for the preferred shares is June 30, 2006.
The mandatory redemption price is $1.00 per share plus all dividends accrued through June 30, 2002.
The cumulative dividend feature was eliminated as of June 30, 2002, so that any quarterly dividend not declared by the Board of Directors will not accum- ulate for later payment.
The conversion terms were made more favorable for the preferred shareholders so that from July 1, 2002 through June 30, 2006, each share of preferred stock can be converted into one share of common stock of the Company.
In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of the preferred stock are entitled to be paid an amount equal to the greater of (a) $1.00 per share plus all accrued but unpaid preferred dividends or (b) the amount that would be distributable to the shareholders of the preferred stock if those holders converted the preferred stock as indicated above.
9.Stock Option Plan: ----------------- During fiscal 1994 the Company adopted the 1993 Stock Option Plan (the "Plan"), and reserved 1,000,000 shares of common stock for issuance under the Plan. Under the Company's incentive and nonqualified stock option plan, incentive stock options can be granted to officers, key employees, directors or consultants of the Company and any subsidiary, entitling them to purchase shares of common stock within one to ten years from the date of grant at option prices equal to or above the fair market value at the date of grant. Nonqualified stock options are generally granted under the same terms. The exercise price for incentive stock options may not be less than the fair market value of the common stock on the date of the grant (or 110% of fair market value in the case of employees or officers holding 10% or more of the total combined voting power of all classes of stock of the Company). The vesting period for the options is determined by the option committee at the time of the grant. The Plan did not permit granting any options after October 28, 2003.
In October 1995, the FASB issued SFAS NO. 123, "Accounting for Stock-Based Compensation." SFAS NO. 123 is effective for periods beginning after December 15, 1995. SFAS NO. 123 requires that companies either recognize compensation expense for grants of stock, stock options, and other equity instruments based on fair value, or provide pro forma disclosure of net income and earnings per share in the notes to the financial statements. The Company adopted the disclosure provisions of SFAS NO. 123 in 1996 and has applied APB Opinion 25 and related interpretations in accounting for its UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 9. continued
plans. Had compensation costs for the Company's stock-based compensation plan been determined and recognized based on the fair value at the grant dates as calculated in accordance with SFAS NO. 123, the Company's net loss for the years ended June 30, 2004, 2003 and 2002 would have been as follows:
2004 2003 2002 ---- ---- ---- Net Loss Net Loss Net Loss -------- -------- -------- Reported $(188,688) $(264,648) $(330,733) Pro forma $(188,688) $(264,648) $(330,733)
The fair value of each stock option was estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted-average assumptions were used in the valuation of the options:
June 30, 2004 June 30, 2003 June 30, 2002
Expected life 2 years 2 years 2 years Expected volatility 150% 150% 150% Dividend yield 0% 0% 0% Risk-free interest rate 3.0% 3.5% 4.62%
During the years ended June 30, 2004, 2003 and 2002, options for 275,000, 90,000 and 120,000 shares were granted respectively under the plan. A summary of the status of the Company's stock option plan as of June 30, 2004, 2003, and 2002, and changes during each of the years then ended, is presented below:
Weighted Average Exercise Number of Price per Shares Share --------- --------- Options outstanding at June 30, 2001 355,000 0.125 Options granted 120,000 0.200 Options exercised 0 - Options canceled 90,000 - ------- Options outstanding at June 30, 2002 385,000 0.144 Options granted 90,000 0.380 Options exercised 90,000 0.125 Options canceled 25,000 0.125 -------- Options outstanding at June 30, 2003 360,000 0.196 Options granted 275,000 0.250 Options exercised 25,000 0.125 Options canceled 130,000 0.194 -------- Options outstanding at June 30, 2004 480,000 0.226 ========
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 9. continued
There were 480,000 options exercisable as of June 30, 2004. The following table summarizes information about stock options outstanding at June 30, 2004
Options Outstanding Options Exercisable ------------------------------------------------ ----------------------- Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life Price Exercisable Price - -------- ----------- ----------- -------- ----------- ---------- $0.125 115,000 0.06 years $0.125 115,000 $0.125 $0.250 275,000 1.33 years $0.250 275,000 $0.250 $0.380 90,000 0.36 years $0.380 90,000 $0.380
No additional options may be granted under the Plan as of June 30, 2004.
10.Operating Segments ------------------ The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," in fiscal 1999. SFAS No. 131 established standards for reporting information about operating segments in the Company's financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company's chief operating decision maker is the Chief Executive Officer of the Company.
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 significant accounting policies except that interest expense and non-operating income and expenses are not allocated to the individual operating segments when determining segment profit or loss. The Company evaluates performance based on profit or loss from operations before interest and income taxes not including nonrecurring gains and losses.
UNITRONIX CORPORATION --------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 10. continued
Reconciliation of Segment Information -------------------------------------
2004 2003 2002
---- ---- ----
Manufacturing Software Licenses and Related Services
Revenue $114,139 $184,227 $244,721 Costs and expenses 102,874 140,428 154,619 -------- -------- --------- Income (Loss) for segment 11,265 43,799 90,102
Mineral Exploration Products and Services:
Revenue - - - Costs and expenses - 102,392 245,677 -------- -------- --------- Income for segment - (102,392) (245,677)
Mineral Exploration Activities
Revenue - - - Costs and expenses 101,484 134,737 111,991 -------- -------- --------- (Loss) for segment (101,484) (134,737) (111,991) ------- ------- -------
Total income (loss) for segments $ (90,219) $(193,330) $(211,006) ======= ======== =========
UNITRONIX CORPORATION --------------------- SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS ---------------------------------------------
Col. A Col. B Col. E Col. D Col. E - ------ ------ ------ ------ ------ Balance at Charged to Beginning Costs and Balance at Description of Period Expenses Deductions* End of Period ----------- ----------- ---------- ---------- ------------- Year ended June 30, 2004: Allowance for doubtful accounts $ 340 $ - $ - $ 340
Year ended June 30, 2003: Allowance for doubtful accounts $1,865 $9,630 $(11,155) $ 340
Year ended June 30, 2002: Allowance for doubtful accounts 925 24,538 (23,598) 1,865
*(Write-off) recovery of bad debts