UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549-1004

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~May 2030, 2012

_______UNICO, INCORPORATED_______

(Exact name of registrant as specified in its charter)

______Arizona ____ ______000-30239_____ ________13-4171971________

(State or other jurisdiction (Commission file number) (I.R.S. Employer Identification No.)

of Of incorporation)

P.1440 O.St ~~Box~~Mary ~~503228~~Street, ~~San~~New ~~Diego~~Orleans, ~~CA 92150~~LA 70130

(Address of principal executive offices) (zip code)

_______________(~~951~~518) ~~760~~469-~~6747______________~~6484______________

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1.

Registrant’s Business and Operations

Item 1.0102

~~Entry~~Termination ~~into~~of a Material Definitive Agreement

~~Proposed~~Termination ~~Bridge Loan and Proposed Sale~~ of ~~the~~Asset ~~Deer~~Purchase ~~Trail Mining Company Property~~Agreement

Effective ~~March~~June 2012, 2012 Unico, Incorporated and Deer Trail Mining Company, LLC, aterminated ~~wholly-owned~~the ~~subsidiary~~Asset ofPurchase ~~Unico,~~Agreement ~~Incorporated,~~(APA) ~~entered~~dated ~~into~~March an20, ~~Asset~~2012 ~~Purchase~~between ~~Agreement with~~ 79th Street Mines, LLC, ~~which~~Unico, ~~provides~~Incorporated, ~~for: (a)~~and aDeer ~~bridge~~Trail ~~loan~~Mining ~~in the amount of $2~~Company,~~323,489~~ ~~(the~~LLC ~~“DTM~~based ~~Bridge~~on ~~Loan”) to be made by~~ 79th Street Mines, LLC failure to ~~Deer~~make ~~Trail~~payments ~~Mining~~as ~~Company,~~agreed ~~LLC;~~upon ~~and~~in ~~(b)~~ the ~~sale~~APA. The ofAPA ~~100%~~is ofdescribed ~~the~~in ~~assets~~a ofCurrent ~~the~~Report ~~Deer~~on ~~Trail~~Form ~~Mining~~8-K ~~Company,~~that ~~LLC~~was ~~(thee~~filed ~~DTM~~by ~~Asset~~Unico ~~Sale”)~~on toMarch ~~79th Street Mines~~26, ~~LLC~~2012.

~~The~~Section DTM Bridge Loan is to be funded on or before March 30, 2012, and is to be secured by a first lien on all the assets of Deer Trail Mining Company, LLC. It will have a two (2) year maturity, at which time the balance shall be paid in full. It will have an interest rate at a per annum rate equal to the sum of one-year LIBOR (as of the close of business on the funding date) plus one-half percent (0.5~~%) per annum or any portion thereof~~. Interest will accrue during the first year and after the first year it shall be payable in cash on a monthly basis in arrears. 79th Street Mines, LLC will also receive Unico, Incorporated’s interest in its wholly-owned Silver Bell Mining Company, Inc. subsidiary. The proceeds of the DTM Bridge Loan will be used to primarily pay creditors of Deer Trail Mining Company, LLC and/or Unico, Incorporated.

~~Deer~~Corporate ~~Trail~~Governance ~~Mining Company, LLC has agreed to sell all of its assets to 79th Street Mines, LLC as part of the DTM Asset Sale for the sum of Ten Million Dollars ($10,000,000) which includes a redemption~~ and extinguishment of the DTM Bridge Loan plus an additional $7,676,511 in cash. These assets include the Deer Trail Mine, including all patented and unpatented mining claims, approximately 680 acres of real property located near the Deer Trail Mine, the Deer Trail Mill facilities and all equipment, laboratory equipment and machinery, and all other assets of Deer Trail Mining, LLC. The Asset Purchase Agreement has a closing date set for no later than April 16, 2012 and is subject to certain closing conditions and other terms set forth in the contract.Management

~~These~~Item ~~are arm’s length transactions, and 79th Street Mines, LLC has no prior relationship with Unico, Incorporated or Deer Trail Mining Company, LLC~~5. ~~Unico has obtained a fairness opinion from Moody Capital, Inc. that the terms of the transactions are fair to Unico, Incorporated.~~02

~~Section~~Departure 8.of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Other~~Resignation ~~Events~~of Mark Lopez

Effective June 9, 2012, Mark A. Lopez resigned as Chief Executive Officer (CEO) and President of Unico, Incorporated (“Unico”).

Section 8.

Other Events

Item 8.01

Other Events

InComplaint aFiled ~~Form 8-K Current Report filed~~ by ~~Unico,~~the ~~Incorporated~~Securities onand ~~September~~Exchange ~~20, 2011, Unico, Incorporated announced that its wholly-owned subsidiary, Deer Trail Mining Company, LLC had signed a Real Estate Purchase Agreement with Integrity Metals & Mining, LLC~~ Commisssion

On or about May 30, 2012 the U.S. Securities and Exchange Commission (“Commission”) filed a complaint against Unico, Incorporated (“Unico”) and Mark A. Lopez (“Lopez”) naming both (along with five other individuals/organizations) as defendants in a civil case (case no. 8:12-CV-1210T35MAP filed in the U.S. District Court, Middle District of Florida, Tampa Division). Among other things, the Commission alleges that: (a) Unico and certain defendants violated Sections 5(a) and 5(c) of the Securities Act of 1933 through an allegedly illegal unregistered distribution of Unico common stock through certain settlements under Section 3(a)(10) of the Securities Act of 1933 during the time period from February 2006 through January 2008; (b) Unico violated Exchange Act of 1934 Section 13(a) and Exchange Act Rules 12b-20, 13a-1 and 13a-11 for failing to file factually accurate and complete periodic reports with the Commission concerning the Section 3(a)(10) settlements in a timely manner; and (c) Lopez aided and abetted violations of Exchange Act of 1934 Section 13(a) and Exchange Act Rules 12b-20, 13a-1 and 13a-11 by knowingly and substantially assisting Unico’s alleged failure to file factually accurate and complete periodic reports with the Commission concerning the Section 3(a)(10) settlements in a timely manner.

~~providing~~Among ~~for~~other things the ~~sale~~Commission is seeking: (a) a permanent injunction restraining and enjoining Unico, Lopez and other defendants from violating Sections 5(a) and 5(c) of ~~100%~~the Securities Act, and restraining and enjoining Unico from violating Section 13(a) of the ~~assets~~Exchange Act and Exchange Act Rules 12b-20, 13a-1 and 13a-11, and restraining and enjoining Lopez from aiding and abetting violations of Section 13(a) of the ~~Deer~~Exchange ~~Trail~~Act ~~Mine. That~~and ~~agreement~~Exchange ~~expired~~Act ~~October~~Rules 1512b-20, ~~2011~~13a-1 ~~without~~and 13a-11; (b) an order directing Unico and certain other defendants to disgorge, with prejudgment interest, all profits they received as a result of the ~~sale~~acts ~~being~~or ~~consummated~~courses of conduct alleged in the Complaint; (c) an order directing Unico, Lopez and certain other defendants to pay civil money penalties pursuant to Section 20(d) of the Securities Act and Section 21(d) of the Exchange Act; and (d) an order issued pursuant to Section 21(d)(6) of the Exchange Act permanently barring Lopez and certain other defendants from participating in any offering of any penny stock.

~~Section~~Unico 9plans to answer the Complaint within the required time period.

~~Financial Statements and Exhibits~~SIGNATURES

~~Item~~Pursuant 9to 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 hereunto duly authorized.~~01(d)~~

~~Exhibits~~UNICO INCORPORATED Date: June 14, 2012 /s/ Edward E. Winders Edward E. Winders, Chairman of the Board

~~Exhibit No.~~3

Description

Exhibit 10.1

Asset Purchase Agreement dated effective March 20, 2012

between 79th Street Mines, LLC as Buyer, Deer Trail Mining

Company, LLC as Seller, and Unico, Incorporated

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 hereunto duly authorized.

UNICO INCORPORATED

Date: March 22, 2012

/s/ Mark A. Lopez________________________

Mark A. Lopez, Chief Executive Officer

Filing Compare · UNICO INC /AZ/