10-Q/A 1 qa032003.txt FORM 10-Q/A Form 10-Q/A 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, 2003 -------------------------. Commission file number 0-17080 -------- 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: 9,733,718 shares of common stock, no par value, as of April 28, 2003 1 UNITRONIX CORPORATION INDEX ------- Page ---- PART I. FINANCIAL INFORMATION Item 1: Financial Statements (Unaudited) Consolidated Balance Sheets- March 31, 2003 and June 30, 2002 3 Consolidated Statements of Income - Three Months and Nine Months Ended March 31, 2003 and 2002 4 Consolidated Statement of Changes in Stockholders' Deficit- Nine Months Ended March 31, 2003 5 Consolidated Statements of Cash Flows - Nine Months Ended March 31, 2003 and 2002 6 Notes to Consolidated Financial Statements 7 Item 2: Management's Discussion and Analysis of Results of Operations and Financial Condition for the Three Months and Nine Months Ended March 31, 2003 11 Item 4: Controls and Procedures 13 PART II. OTHER INFORMATION Item 1: Legal Proceedings 13 Item 4: Submission of Matters to a Vote of Security Holders 13 Item 5: Other Information 15 Item 6: Exhibits and Reports on Form 8-K 15 Signatures 16 Certifications 17 INTRODUCTORY NOTE This amendment on Form 10-Q/A is being filed to include Part I, Item 4, Controls and Procedures, and the Certifications of the Chief Executive Officer and the Chief Financial Officer, all as required by the Sarbanes-Oxley Act of 2002. This filing does not reflect any other changes from the report that was filed on Form 10-Q for the period ended March 31, 2003. 2 UNITRONIX CORPORATION PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements CONSOLIDATED BALANCE SHEETS

(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, 2003 2002 2003 2002 ------ ------ ------ ------ REVENUE: PRAXA software licenses - - - $13,650 PRAXA software related services $42,314 $53,226 $148,095 174,596 ------- ------- ------- ------- TOTAL REVENUE 42,314 53,226 148,095 188,246 ------- ------- ------- ------- COSTS AND EXPENSES: Cost of PRAXA related services 17,099 23,304 62,957 73,791 Mineral exploration project expenses 17,384 - 38,608 - Predictive software development costs 4,074 59,419 51,172 149,884 PRAXA selling expenses 819 1,229 6,103 4,915 General and administrative 52,310 26,149 111,147 131,408 ------- ------- ------- ------- TOTAL COSTS AND EXPENSES 91,686 110,101 269,987 359,998 ------- ------- ------- ------- (LOSS) FROM OPERATIONS (49,372) (56,875)(121,892) (171,752) INTEREST INCOME (EXPENSE), NET (18,145) (17,194) (54,191) (48,802) ------- ------- ------- ------- INCOME (LOSS) BEFORE INCOME TAXES (67,517) (74,069)(176,083) (220,554) ------- ------- ------- ------- PROVISION FOR INCOME TAXES 0 0 0 0 ------- ------- ------- ------- NET INCOME (LOSS) $(67,517) $(74,069)$(176,083)$(220,554) ======= ======= ======= ======= Basic and diluted net loss per share $(0.01) $(0.01) $(0.02) $(0.02) ======= ======= ======= ======= Shares used in computing basic and diluted net loss per share 9,651,718 9,643,718 9,646,346 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, 2003 Common Stock -------------- Additional Shares Paid-in Accumulated Stockholders' Issued Amount Capital Deficit Deficit ------ ------ ------- ------- ------- Balance, June 30, 2002 9,643,718 $3,487,912 $3,988 $(5,754,464) $(2,262,564) Net (loss) (176,083) (176,083) Exercise of stock options 90,000 11,250 11,250 --------- --------- ------ ---------- ----------- Balance, March 31, 2003 9,733,718 $3,499,162 $3,988 $(5,930,547) $(2,427,397) ========= ========= ====== =========== =========== See notes to financial statements. 5 UNITRONIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended March 31, -------------------------------- 2003 2002 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (loss) $(176,083) $(220,554) Adjustments to reconcile net income (loss)to net cash provided (used) by operating activities: Depreciation and amortization 530 1,008 Provision for bad debts (1,784) - Decreases (increases) in operating assets: Accounts receivable 36,916 23,172 Subscriptions receivable 11,500 - Prepaid expenses and other current assets (94) 3,510 Other assets 800 290 Increases (decreases) in operating liabilities: Accounts payable 29,160 28,422 Accrued expenses (8,167) 24,381 Accrued interest 54,210 48,801 Deferred revenue (23,443) (15,843) ------- ------- Net cash provided (used) by operating activities (76,455) (106,813) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock 11,250 - Proceeds from borrowings 169,000 107,000 Repayments of borrowings (108,500) - ------- ------- Net cash provided by financing activities 71,750 107,000 ------- ------- Net increase (decrease) in cash (4,705) 187 Cash at beginning of period 12,192 98 ------- ------- Cash at end of period $ 7,487 $ 285 ======= ======= 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 Corporation, its wholly owned subsidiaries, 3936449 Canada, Incorporated and 1522923 Ontario, Incorporated, and its former majority-owned subsidiary, Interactive Mining Technologies, LLC, now dissolved, and EnerSource Mapping, Inc., a majority-owned subsidiary of Interactive Mining Technologies, Inc. All significant inter-company accounts and transactions have been eliminated. Unitronix Corporation ("the Company") has historically been in the business of licensing its PRAXA manufacturing 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 changed its focus so that it is now concentrating on developing products and services for the mineral exploration, mining and related industries. This business segment consists of the business of the Company's former majority owned subsidiary, Interactive Mining Tech- nologies, LLC, which had partially developed a mineral potential analysis soft- ware tool ("the tool"), which the Company has continued to develop and test. The Company also has two wholly owned mineral exploration subsidiaries that use the tool to identify mining properties that may be of value for joint ventures or sale. Although marketing of the tool, which has been named Geo-Sleuth, has not commenced, one subsidiary, 1522923 Ontario, Incorporated, has staked claim to 383 units in the Sturgeon Lake area of Ontario that were identified through the use of Geo-Sleuth as meriting further examination. Five investors, two of which are the Company's major shareholders, were granted an 80% undivided interest in 143 units of the Sturgeon Lake claims in exchange for loans of $129,000 to 1522923 Ontario, Incorporated, to pay expenses that had been incurred in developing and testing the tool, to pay the costs of staking claims to several of the properties in the Sturgeon Lake area that were identified by the tool to merit further examination, and to pay for professional services associated with the project. The Company's two major shareholders were granted a 75% undivided interest in 240 of the Sturgeon Lake claims in exchange for loans of $30,000 to 1522923 Ontario, Incorporated, to pay the costs of staking the claims and other operating expenses. 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 $1,084,401, notes payable to its principal shareholder of $617,274 and other notes payable of $267,500, as of March 31, 2003. Man- agement believes that new products and additional financing will be required to sustain the Company's operations and repay the notes. Management believes that the products and services that are being developed for the mineral explor- 7 UNITRONIX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) continued ation and mining industry will 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. It is also attempting to sell the PRAXA software sales and support business. There can be no assurance that the Company will succeed in selling the PRAXA business segment, in developing new products and in obtaining the financing necessary 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, 2002 Annual Report on Form 10-K. 2. Net Income (Loss) per Common Share: ------------------------------------ Effective December 31, 1997, the Company adopted Statement of Financial Accounting Standards No. 128 ("SFAS 128") Earnings per Share, which requires disclosure of basic earnings per common share and diluted earnings per common share for all periods presented. Shares used in computing basic and diluted net income (loss) per share are based on the weighted average shares outstanding in each period, excluding treasury stock. Basic net income (loss) per share excludes any dilutive effect of stock options and convertible preferred stock. Diluted net income per share includes the dilutive effect of the assumed exercise of stock options using the treasury stock method, and the assumed conversion of the outstanding convertible preferred stock. The following table shows the computation of basic and diluted net income per share: 8 UNITRONIX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) continued Three Months Ended Nine Months Ended March 31, March 31, ------------------ ----------------- 2003 2002 2003 2002 ---- ---- ---- ---- Numerator: Net (loss) $(67,517) $(74,069) $(176,083) $(220,554) Preferred dividend 0 0 0 0 -------- ------- ------- ------- (Loss) available to common shareholders $(67,517) $(74,069) $(176,083) $(220,554) ======== ======= ======== ======== Denominator: Weighted average number of shares issued and outstanding 9,651,718 9,643,718 9,646,346 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 - - - - --------- --------- --------- --------- Total shares 9,651,718 9,643,718 9,646,346 9,643,718 ========= ========== ========= ========= Basic and diluted net (loss) per share $(0.01) $(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 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 3,144,164,and the number of potential shares convertible into common stock from the exercise of convertible preferred stock was 956,728 as of March 31, 2003. 3. Operating Segments ------------------ The Company organizes its business units into three reportable segments: manufacturing software licenses and related services; mineral exploration products and services; and, mineral exploration activities. The segments' accounting policies are the same as those described in the summary of signif- icant accounting policies except that interest expense and non-operating income and expenses are not allocated to the individual operating segments when determ- ining segment profit or loss. The Company evaluates performance based on profit or loss from operations before interest and income taxes, not including non- recurring gains and losses. 9 UNITRONIX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) continued A summary of the segment information for the three month and nine month periods ended March 31, 2003 and 2002 is presented below. Three Months Ended Nine Months Ended March 31, March 31, ------------------ ---------------- 2003 2002 2003 2002 ---- ---- ---- ---- Manufacturing software licenses and related services: Revenue $42,314 $53,226 $148,095 $188,246 Costs and expenses 33,733 37,607 105,228 160,790 -------- ------- ------- ------- Income (loss) for segment 8,581 15,619 42,867 27,456 -------- ------- ------- ------- Mineral exploration products and services: Revenue - - - - Costs and expenses 22,188 72,494 93,719 199,208 -------- ------- ------- ------- Income for segment (22,188) (72,494) (93,719) (199,208) -------- ------- ------- ------- Mineral exploration activities: Revenue - - - - Costs and expenses 35,765 - 71,040 - -------- ------- ------- ------- Income for segment (35,765) - (71,040) - -------- ------- ------- ------- Total income (loss) for segments $(49,372) $(56,875) $(121,892) $(171,752) ======== ======= ======= ======= 4. Related Party Transactions -------------------------- During the nine month period ended March 31, 2003, two shareholders loaned the Company $10,000 to be used to pay operating expenses. The loans bear interest of 10% per annum, and are in addition to other loans that have been made to the Company by these shareholders. These same shareholders are associated with groups that loaned $159,000 to 1522923 Ontario, Inc. during the nine month period. 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, 2002. 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 --------------------- Quarter Ended March 31, 2003, Compared to the Quarter Ended March 31, 2002 -------------------------------------------------------------------------- The annual meeting of shareholders was held on January 15, 2003, at which time the Certificate of Incorporation of the Company was amended to increase the total authorized capital stock of the Corporation from fifteen million shares to two hundred million shares, one hundred million of which are designated as common stock, one million shares as convertible preferred stock, and ninety-nine million shares as undesignated. The appointment of the independent auditors for the Company for fiscal year 2003 was approved, and directors were elected to serve until the next meeting of the shareholders of the Company. Negotiations with two major mining companies continued that are intended to result in agreements whereby 1522923 Ontario, Incorporated, a wholly-owned subsidiary of the Company, will acquire options to acquire ownership of the interests of the mining companies in mining claims that they hold that are adjacent to claims held by 1522923 Ontario, Inc., in the Sturgeon Lake region of Ontario. A technical review of Geo-Sleuth, along with recommendations for enhancements and further development, was recently completed by two independent mining technology experts hired by the Company. The Company is presently reviewing and analyzing the report prepared by the consultants and will request input from its contractor and the experts who have worked on the project. Revenue for the period ended March 31, 2003, decreased by 21% from the like period in 2002. The decrease was due to fewer PRAXA customers using the Comp- any's software support, training and consulting services. PRAXA customers are continuing to migrate to more current manufacturing management software, result- ing in decreased demand for support services. Management anticipates that this 11 UNITRONIX CORPORATION Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) trend will continue as the Company has no plans to enhance the PRAXA software or to develop or acquire another manufacturing software product. Development costs for the mineral potential analysis software tool decreased by 93% from the 2002 period to the 2003 period because development and testing of the initial release of the software has been completed. General and admin- istrative expenses increased by 100% and the cost of PRAXA related services decreased by 27% because approximately one-half of the time spent by the PRAXA customer support staff is not directly related to customer support matters. The decrease of 17% in total costs and expenses from the period ended March 31, 2002, to the period ended March 31, 2003, resulted in a decrease of 13% in the loss from operations in the 2003 period. Nine Months Ended March 31, 2003, Compared to the Nine Months Ended ------------------------------------------------------------------- March 31, 2002 -------------- Revenue for the nine month period ended March 31, 2003, decreased by 21% from the nine month period ended March 31, 2002. The only revenue realized in the 2003 period was from PRAXA related services, which decreased by 15% from the 2002 period. The decrease was due to fewer PRAXA customers using the Company's software support, training and consulting services. The cost of PRAXA related services decreased by 15% from the 2002 period to the 2003 period, in line with the decrease in revenue from this business segment. Development costs for the mineral potential analysis software decreased by 66% from the 2002 period to the 2003 period because development and testing of the initial release of the software is complete. General and administrative ex- penses decreased by 15% because the Company's product development manager, who was charged to administrative expenses in the 2002 period was assigned to the mineral potential analysis software project in the 2003 period. The services of this individual were terminated in November, 2002, upon completion of the testing of the initial release of the Geo-Sleuth software tool. The decrease of 25% in total costs and expenses from the nine month period ended March 31, 2002, to the nine month period ended March 31, 2003, resulted in a decrease of 29% in the loss from operations in the 2003 period. Liquidity and Capital Resources ------------------------------- As of March 31, 2003, the working capital deficit was $1,084,401 as compared to a deficit of $971,398 at June 30, 2002. The increased deficit is due to lower accounts receivable and subscriptions receivable balances and higher notes payable, accounts payable and accrued interest payable balances at March 31. Management projects that capital from sources other than operations will be required to bring its mineral potential analysis tool, Geo-Sleuth, to market and to fund the operations of its mineral exploration subsidiaries. The Company 12 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) anticipates raising this capital through the private placement of stock in the Company. The Company now has shares available to use to raise new funds, as additional shares were authorized at the annual shareholder meeting on January 15, 2003. 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. 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 4. Submission of Matters to a Vote of Security Holders (a) The annual meeting of Share Owners of Unitronix Corporation was held on January 15, 2003. (b) All director nominees were elected. 13 UNITRONIX CORPORATION PART II-Item 4. Submission of Matters to a Vote of Security Holders (continued) (c) Certain matters voted upon at the meeting and the votes cast with respect to such matters are as follows: Proposals and Vote Tabulations Votes Cast ------------------ For Against Abstain Not Voted Management Proposals --------- ------- ------- --------- Amend the Company's Certificate of Incorporation to increase the total authorized capital stock of the Corporation to two hundred million (200,000,000) shares, one hundred million of which shall be common stock without nominal or par value, one million (1,000,000) of which shall be convertible preferred stock with one dollar ($1.00) par value and ninety-nine million (99,000,000) shall be without designation; and to re-designate the Company's Series A Cumulative Convertible Preferred Stock as Series A Convertible Preferred Stock, extend the maturity date an additional four years from the date of issuance, make such shares non-cumulative and reduce by half the Conversion Price. 8,378,042 4,000 1,950 691,863 Approval of the appointment of independent auditors for 2003. 9,071,455 0 2,450 569,813 Election of Directors Director Votes Received Votes Withheld ------------------ -------------- -------------- Jack E. Shaw 9,073,905 1,950 Robert C. Crawford 9,073,905 1,950 Howard L. Morgan 9,073,905 1,950 Robert G. Sable 9,073,905 1,950 Dale M. Hendrick 9,073,905 1,950 14 UNITRONIX CORPORATION PART II. OTHER INFORMATION (continued) Item 5. Other Information On January 15, 2003, the Board of Directors of the Company appointed Dale M. Hendrick as President and Chief Executive Officer of the Company and as President of 1522923 Ontario, Incorporated. 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. 15 UNITRONIX CORPORATION 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 27, 2003 By: /s/William C. Wimer --------------- William C. Wimer Vice President, Operations and Chief Financial Officer 16 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 27, 2003 /S/ Dale M. Hendrick ---------------------- Dale M. Hendrick President and Chief Executive Officer 17 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 27, 2003 /s/ WILLIAM C. WIMER ---------------------- William C. Wimer Vice President of Operations and Chief Financial Officer 18

UNITRONIX CORP 10-Q/A