<PAGE>
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------


                                   FORM 10-QSB
X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For quarterly period ended September 30, 2001

                                       OR
--        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ___________ to ___________ .

                        Commission file number: 001-15777

                                 Unitrend, Inc.
             (Exact name of registrant as specified in its charter)


            Nevada                                      34-1904923
(State or other jurisdiction of                     (I.R.S. employer
 incorporation or organization)                    identification number)


                             4665 West Bancroft St.
                               Toledo, Ohio 43615
          (Address of principal executive offices, including zip code)


                                 (419) 536-2090
              (Registrant's telephone number, including area code)

Indicate by check mark whether the 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 __NO X

Number of shares of registrant's common stock outstanding as of September 30,
2001: 69,895,580

===============================================================================
<PAGE>


                          UNITREND, INC. AND SUBSIDIARY
                                   FORM 10-QSB
                        QUARTER ENDED SEPTEMBER 30, 2001

                                Table of Contents
<TABLE>
<CAPTION>
<S>               <C>                                                                                <C>
PART I.           FINANCIAL INFORMATION                                                                PAGE

Item 1.           Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets at September 30, 2001 and December 31,
                  2000..............................................................................       3

                  Condensed Consolidated Statements of Operations for the three
                  and nine months ended September 30, 2001, 2000 and for the
                  period from September 27, 1994 (date of inception) to
                  September 30,
                  2001..............................................................................       4

                  Condensed Consolidated Statements of Cash Flows for the nine months ended
                  September 30, 2001, 2000 and for the period from September 27, 1994 (date of
                  inception) to September 30, 2001..................................................       5

                  Consolidated Statements of Stockholders' Equity for the nine months ended
                  September 30, 2001 and for the year ended December 31, 2000.......................       6

                  Notes to Condensed Consolidated Financial Statements..............................     7-8

Item 2.           Management's Discussion and Analysis of Financial Condition and Results of
                  Operations........................................................................    8-10

PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings................................................................       11

Item 2.           Changes In Securities And Use Of Proceeds........................................       11

Item 3.           Defaults Upon Senior Securities..................................................       11

Item 4.           Submission Of Matters To A Vote Of Security Holders..............................       11

Item 5.           Other Information................................................................       11

Item 6.           Exhibit.........................................................................        11

                  Signatures......................................................................        11

</TABLE>

This quarterly report on Form 10-QSB is for the three and nine months ended
September 30, 2001. This quarterly report modifies and supersedes documents
filed prior to this quarterly report. The Securities and Exchange Commission
(SEC) allows us to "incorporate by reference" information that we file with
them, which means that we can disclose important information to you by referring
you directly to those documents. Information incorporated by reference is
considered to be part of this quarterly report. In addition, information that we
file with the SEC in the future will automatically update and supersede
information contained in this quarterly report. In this quarterly report,
"Unitrend," "we," "us" and "our" refer to Unitrend, Inc. and its subsidiary.

You should carefully review the information contained in this quarterly report
and in other reports or documents that we file from time to time with the SEC.
In this quarterly report, we state our beliefs of future events and of our
future financial performance. In some cases, you can identify those so-called
"forward-looking statements" by words such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue" or the negative of those words and other comparable
words. You should be aware that those statements are only our predictions.
Actual events or results may differ materially. In evaluating those statements,
you should specifically consider various factors, including the risks outlined
below. Those factors may cause our actual results to differ materially from any
of our forward-looking statements.


                                       2
<PAGE>


Part I.           Financial Information
Item I.           Condensed Consolidated Financial Statements

                          UNITREND, INC AND SUBSIDIARY
                          (Development Stage Companies)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

===============================================================================================================================

                                                 ASSETS
                                                                                    (unaudited)            (audited)
                                                                                 September 30, 2001     December 31, 2000
                                                                               --------------------    -------------------
<S>                                                                                    <C>              <C>
CURRENT ASSETS
 Cash                                                                                   $         92    $     43,739
                                                                                        ------------    ------------

PROPERTY AND EQUIPMENT, at cost

 Land                                                                                         67,485          67,485

 Building and improvements                                                                   376,715         376,385

 Furniture and fixtures                                                                       65,266          83,115

 Computer equipment                                                                           151,064         151,064

 Computer software                                                                            46,719          46,719

 Automobiles                                                                                  15,937          15,937

 Tooling and dies under construction                                                       1,469,429       1,469,429
                                                                                        ------------    ------------

                                                                                           2,192,615       2,210,134

 Less accumulated depreciation                                                              (260,658)       (235,248)
                                                                                        ------------    ------------
     Net property and equipment
                                                                                           1,931,957       1,974,886
                                                                                        ------------    ------------

OTHER ASSETS

 Patent licensing costs, net of accumulated amortization                                      27,524          28,924

 Loan costs, net of accumulated amortization                                                   1,907           2,724
                                                                                        ------------    ------------
     Total other assets
                                                                                              29,431          31,648
                                                                                        ------------    ------------


     TOTAL ASSETS                                                                          $1,961,480      $2,050,273
                                                                                        ============    ============

                                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                                                          $ 464,832        $338,176

 Current portion of note payable                                                             248,073         248,073

 Accrued expenses                                                                            548,020         517,755
                                                                                        ------------    ------------
     Total current liabilities
                                                                                           1,260,925       1,104,004
                                                                                        ------------    ------------


NOTES PAYABLE - RELATED PARTIES                                                               125,357          32,466
                                                                                        ------------    ------------

STOCKHOLDERS' EQUITY

 Common stock, no par value                                                                3,557,503       3,557,503
 Additional paid-in capital                                                                8,023,695       8,023,695

 Deficit accumulated in the development stage                                            (11,006,000)    (10,667,395)
                                                                                        ------------    ------------


     Total stockholders' equity                                                              575,198         913,803
                                                                                        ------------    ------------


     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $  1,961,480     $ 2,050,273
                                                                                        ============    ============

</TABLE>

                                      3

<PAGE>
                          UNITREND, INC AND SUBSIDIARY
                         (Development Stage Companies)
                     CONSOLIDATED STATEMENTS OF OPERATIONS





<Table>
<Caption>
                                           (unaudited)         (unaudited)       (unaudited)       (unaudited)      (unaudited)
                                           Three Months       Three Months       Nine Months       Nine Months       September 27,
                                              Ended               Ended              Ended            Ended        1994 (Date of
                                            September         September            September         September     Inception)  to
                                             30, 2001           30, 2000           30, 2001         30, 2000      September 30, 2001
                                         -----------------   ----------------   ---------------- --------------  -----------------

<S>                                         <C>                  <C>                <C>               <C>              <C>
Sales                                                    $ -                $ -            $ -              $ -             $ 603

Research and development expenses                          -                  -              -          (16,680)         (529,943)

Selling, general and administrative
 expenses                                            (44,221)          (254,213)      (310,740)        (918,775)      (10,228,712)
                                            -----------------   ----------------  -------------   --------------  ----------------

Operating loss                                       (44,221)          (254,213)      (310,740)        (935,455)      (10,758,052)

Interest income                                            -                425              -              831             1,546

Interest expense                                     (10,223)           (12,631)       (27,865)         (29,966)         (225,526)
                                            -----------------   ----------------  -------------   --------------  ----------------

Net loss before cumulative
  effect of change in accounting
  principle                                          (54,444)          (266,419)      (338,605)        (964,590)      (10,982,032)

Cumulative effect of change in
  accounting principle                                     -                  -              -                -           (23,968)
                                            -----------------   ----------------  -------------   --------------  ----------------

Net loss                                           $ (54,444)        $ (266,419)    $ (338,605)      $ (964,590)    $ (11,006,000)
                                            =================   ================  =============   ==============  ================

Basic and diluted loss per share:

Before cumulative effect of
  change in accounting
  principle                                          $ (0.00)           $ (0.00)       $ (0.00)         $ (0.01)          $ (0.16)

Cumulative effect of change in
  accounting principle                                     -                  -              -                -                 -
                                            -----------------   ----------------  -------------   --------------  ----------------

Net loss                                             $ (0.00)           $ (0.00)       $ (0.00)         $ (0.01)          $ (0.16)
                                            =================   ================  =============   ==============  ================

Weighted average shares outstanding
  used to compute basic and diluted
  loss per share                                  69,895,580         69,383,580     69,895,580       69,383,580        67,064,092
                                            =================   ================  =============   ==============  ================

</Table>


                                       4

<PAGE>
                          UNITREND, INC AND SUBSIDIARY
                         (Development Stage Companies)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS




<Table>
<Caption>
                                                                       (unaudited)        (unaudited)          (unaudited)
                                                                        Nine Months        Nine Months       September 27, 1994
                                                                      Ended September     Ended September   (Date of Inception)
                                                                         30, 2001           30, 2000        to September 30, 2001
                                                                     ------------------  ----------------   ---------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                  <C>                  <C>                 <C>
 Net loss                                                                    $ (338,605)       $ (964,590)          $ (11,006,000)
                                                                      -----------------    --------------      ------------------

 Adjustments to reconcile net loss to net cash used in
  operating activities:
 Change in accounting principle                                                       -                 -                  23,968
 Options issued for services                                                          -            11,844               5,326,989
 Depreciation & amortization                                                     27,627            29,902                 274,598
 Loss on disposal of property & equipment                                         6,908                 -                   6,908
 Bad debt                                                                             -                 -                  42,157
 Accrued interest income                                                              -              (831)                 (3,091)
 Common stock issued for services                                                     -                 -                  10,000
Increase in operating assets:
 Prepaid expenses                                                                     -            19,830                       -
Increase in operating liabilities:
 Accounts payable                                                               126,656            11,660                 464,832
 Accrued expenses                                                                30,265           349,121                 617,962
                                                                      -----------------    --------------      ------------------
 Total adjustments                                                              191,456           421,526               6,764,323
                                                                      -----------------    --------------      ------------------

  Net cash used in operating activities                                       (147,149)         (543,064)             (4,241,677)
                                                                      -----------------    --------------      ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Payment for patent licensing costs                                                   -                 -                 (31,723)
 Purchase of property and equipment                                                (330)          (77,499)             (2,210,464)
 Proceeds from sale of property & equipment                                      10,941                 -                  10,941
 Loans to related parties                                                             -                 -                 (18,191)
 Loans to other entities                                                              -                 -                 (23,916)
 Repayment from employee                                                              -                 -                   3,041
 Payment of organizational cost                                                       -                 -                 (30,168)
                                                                      -----------------    --------------      ------------------
  Net cash provided by (used in ) investing activities                           10,611           (77,499)             (2,300,480)
                                                                      -----------------    --------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Payment of loan costs                                                               -                 -                  (5,448)
 Loans from stockholder                                                         92,891           625,943               2,547,211
 Proceeds from note payable                                                          -                 -                 290,000
 Payment on note payable                                                             -           (12,928)                (41,927)
 Proceeds from sale of common stock
 and exercise of stock options                                                       -                 -               2,619,563
 Payments for stock recissions                                                       -                 -                (134,170)
 Sale of stock subject to recission for cash                                         -                 -               1,267,020
                                                                      -----------------    --------------      ------------------
  Net cash provided by financing activities                                     92,891           613,015               6,542,249
                                                                      -----------------    --------------      ------------------

  Net increase (decrease) in cash                                              (43,647)           (7,548)                     92

Cash - beginning of period                                                      43,739             8,779                       -
                                                                      -----------------    --------------      ------------------

Cash - end of period                                                              $ 92           $ 1,231                    $ 92
                                                                      =================    ==============      ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid during the period
  Interest                                                                         $ -          $ 26,632               $ 127,823
</Table>

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
  During the first quarter ended March 31, 2000 the majority stockholder forgave
  loans to the company of $2,171,854, and accrued interest of $69,942, this was
  accounted for as additional paid-in capital. The President/Majority
  Stockholder also exercised 500,000 options to purchase stock, during the year
  ended December 31, 2000, at a price of $0.50 per share by forgiving debt of
  $250,000.

                                      5

<PAGE>
                          UNITREND, INC AND SUBSIDIARY
                         (Development Stage Companies)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  For the Nine Months Ended September 30, 2001
                    And For the Year Ended December 31, 2000



<TABLE>
<CAPTION>

                                                                                           Deficit
                                                                                         Accumulated
                                                Common Stock             Additional      During the
                                    -----------------------------------    Paid-in       Development
                                          Shares            Amount         Capital          Stage          Total

                                    -------------------- -------------- -------------- ---------------- -------------
<S>                                   <C>                <C>              <C>             <C>            <C>
BALANCE -
  December 31, 1999                    69,383,580         $ 3,301,503      $5,770,055     $(9,388,662)    $(317,104)


Stock options issued on
 January 2, January 3,
 February 3, March 1, and
 June 5, 2000                                   -                   -          11,844               -        11,844


Forgiveness of loans by
 majority stockholder on
 March 31, 2000                                 -                    -      2,241,796               -     2,241,796


Exercise of stock options at $0.50
 per share on October 11 and
 December 19, 2000                         12,000               6,000               -               -         6,000


Majority stockholder exercised
 options at $0.50 per share
 on December 1, 2000                      500,000             250,000               -               -       250,000

Net loss - 2000
                                                -                   -              -       (1,278,733)   (1,278,733)
                                    -------------        ------------     -----------     ------------  -----------

BALANCE -
                                       69,895,580           3,557,503       8,023,695     (10,667,395)      913,803
  December 31, 2000

Net loss for the period
 ended September 30, 2001                       -                   -               -        (338,605)     (338,605)
                                    -------------        ------------     -----------     ------------  -----------

BALANCE -
    September 30, 2001                 69,895,580         $ 3,557,503     $ 8,023,695    $(11,006,000)    $575,198
                                    =============        ============     ===========    =============  ===========
</TABLE>

                                       6



<PAGE>

                         UNITREND, INC. AND SUBSIDIARY
                                  FORM 10-QSB
                        QUARTER ENDED SEPTEMBER 30, 2001
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

BASIS OF PRESENTATION

The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. However, the Company believes that the
disclosures are adequate to make the information presented not misleading.

The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments) that
are, in the opinion of management, necessary to state fairly the results for the
three and nine month periods ended September 30, 2001. The results for the three
and nine month periods ended September 30, 2001 are not necessarily indicative
of the results expected for the full fiscal year.

NATURE AND SCOPE OF BUSINESS
Unitrend, Inc. (the Company) a Nevada corporation as of January, 1999, formerly
an Ohio corporation, is a development stage company formed to produce computer
enclosures for a national market. The Company was incorporated on April 11, 1996
as Versa Case, Inc. On May 15, 1996, the Company changed its name to Unitrend,
Inc. The Company's operations to date have consisted primarily of incidental
sales of computer components while the company personnel have concentrated on
the development of the enclosures. As of September 30, 2001, expenses incurred
have been primarily for administrative support, tooling and product development
of the enclosures that will ultimately be sold, which has resulted in an
accumulated deficit in the development stage of $11,006,000.

On April 16, 1998, the Company formed another entity called Osborne
Manufacturing, Inc. (OMI). The Company owns sixty percent of OMI and a current
employee of OMI owns the remaining forty percent. The Company's ownership will
be reduced to forty percent, three years after the commencement of OMI's
production of the "VersaCase(R)" units from the Company. OMI was organized to do
all of the production of "VersaCase(R)" units as well as manufacturing for other
entities.

The Company merged with Server Systems Technology, Inc. (SSTI) effective
December 15, 1998. SSTI was the predecessor to the Company and was formed
September 27, 1994. It owns several patents that are key to the Company's
products, but otherwise has ceased its development stage operations when the
Company was formed in April, 1996. SSTI is a related party to the Company since
the two entities have common stockholders.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results
could differ from these estimates.

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements are on the accrual basis of accounting and
include the financial statements of the Parent for the period ended September
30, 2001 (unaudited) and 2000, in entirety, and include the financial statements
of its 60% owned Subsidiary. All material intercompany balances and transactions
are eliminated in consolidation.


                                       7
<PAGE>
RELATED PARTY PAYABLE
There were unsecured notes payable to the President/majority stockholder, which
accrue interest at prime on the first business day of the year, payable in ten
equal installments after the Company is profitable for one year. As of September
30, 2001 and December 31, 2000, the outstanding balances of the notes payable to
the President/majority stockholder were $125,357 and $32,466, respectively. On
March 31, 2000, our President/majority stockholder forgave loans to the Company
of $2,171,854 and accrued interest of $69,942. The forgiveness was accounted for
as an addition to contributed capital.

CONTINGENCIES

The Company is a defendant in two lawsuits, one by a stockholder and one by a
former employee. Management believes that it will ultimately prevail in these
legal actions and accordingly, no provision for the amount of any award has been
recorded in the accompanying financial statements.

NEW ACCOUNTING PRONOUNCEMENT

None

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

RESULTS OF OPERATIONS - THIRD QUARTER OF 2001 COMPARED TO THIRD QUARTER OF 2000

The Company did not have revenues during the quarter ended September 30, 2001 or
during the quarter ended September 30, 2000. We expect to begin selling the
VersaCase in mid 2002.

We had an operating loss of $44,221 during the quarter ended September 30, 2001
as compared to an operating loss of $254,213 during the quarter ended September
30, 2000, a decrease of 83%. As discussed below, the operating loss decreased
due to a reduction in selling, general and administrative expenses.


Selling, general and administrative expenses decreased to $44,221 during the
quarter ended September 30, 2001 as compared to $254,213 for the quarter ended
September 30, 2000, a decrease of 83%. This change was due primarily to a
decrease in payroll and related employee benefit costs of approximately $168,200
during the quarter ended September 30, 2001 as compared to the quarter ended
September 30, 2000. The Company notified its employees on January 1, 2001 that
due to its financial condition, payroll would cease. Other decreases in
professional fees, consulting expenses, repairs and maintenance expense, and
travel expenses were approximately $32,000, $8,700, $4,400 and $5,500,
respectively as the Company continued its efforts to cut costs to decrease the
Company's need for cash. The Company did not incur significant increases in
other expenses during the quarter ended September 30, 2001 as compared to the
quarter ended September 30, 2000.


During the quarters ended September 30, 2001 and September 30, 2000 there were
no stock options granted under our 1999 Stock Option Plan.

RESULTS OF OPERATIONS - FIRST NINE MONTHS OF 2001 COMPARED TO FIRST NINE MONTHS
OF 2000

The Company did not have revenues during the nine months ended September 30,
2001 or during the nine months ended September 30, 2000. We expect to begin
selling the VersaCase in mid 2002.

We had an operating loss of $310,740 during the nine months ended September 30,
2001 as compared to an operating loss of $935,455 during the nine months ended
September 30, 2000, a decrease of 67%. As discussed below, this operating loss
decreased due to a reduction in selling, general and administrative expenses.


                                       8
<PAGE>
The Company did not have research and development expenses during the nine
months ended September 30, 2001 as compared to $16,680 for the nine months ended
September 30, 2000. This decrease was due to a consulting fee paid during the
2000 first quarter to an international product design and consulting firm to
examine the Company's products for possible improvement and modification
suggestions prior to the commencement of full-scale production. We believe that
research and development expenses will increase as we go forward.

Selling, general and administrative expenses decreased to $310,740 during the
nine months ended September 30, 2001 as compared to $918,775 during the nine
months ended September 30, 2000, a decrease of 66%. This change was due
primarily to a decrease in payroll and related employee benefit costs of
approximately $586,000 during the nine months ended September 30, 2001 as
compared to the nine months ended September 30, 2000. The Company notified its
employees on January 1, 2001 that due to its financial condition, payroll would
cease. Other significant decreases in insurance expense, consulting expenses,
miscellaneous office expenses, travel expenses and computer supplies were
approximately $25,000, $20,600, $15,400, $11,300 and $9,100, respectively as the
Company continued its efforts to cut costs to decrease the Company's need for
cash. The Company saw increases in advertising, professional fees and contract
labor during the nine months ended September 30, 2001 of approximately $90,300
as compared to the nine months ended September 30, 2000 because of the costs
associated with the filing and promotion of our SB-2 registration with the SEC.

During the nine months ended September 30, 2000, 78,102 stock options were
granted to non-employee consultants at an exercise price of $0.50 each, under
our 1999 Stock Option Plan. Options to the non-employee consultants were
recorded for $11,844 in consulting expenses based on the fair market value of
the services rendered. There were no stock options granted during the nine
months ended September 30,2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations since inception primarily through public
and private sales of equity securities, as well as through loans from its
President/majority stockholder, Conrad A.H. Jelinger. As of September 30, 2001,
the Company's cash totaled $92. Loans from the Mr. Jelinger during the nine
months ended September 30, 2001 totaled $92,891. We sold equipment totaling
$17,849 that was no longer needed for our production facility. Accounts payable
increased to $464,832 for the nine months ended September 30, 2001 compared to
$338,176 at year end December 31, 2000.

Primary uses of cash for the nine months ended September 30, 2001 included
$147,149 for the Company's operations and working capital requirements. For the
nine months ended September 30, 2000, primary uses of cash for the Company's
operations and working capital requirements totaled $543,064.

The Company has a note payable with a bank that was used to finance the
acquisition of the Company's corporate office building located at 4665 W.
Bancroft Street, Toledo, OH 43615. The note is payable in monthly installments
of $1,611 plus interest which is charged at the prime rate plus 1 1/2 % (11.00%
and 9.75% at December 31, 2000 and 1999, respectively). The note is secured by
the building and the personal guarantee of the majority stockholder. Based on
the borrowing rates currently available to the Company for loans with similar
terms and average maturities, the fair value of the note payable with a bank
approximates the recorded value. The note's original maturity was to be on
August 1, 2003 at which time the remaining principal was to be repaid, however
the Company did not remain current with its payments during the year ended
December 31, 2000 and at year end was in default on the debt. Subsequent to
December 31, 2000, the Company reached an agreement with the lender and made
payments of $50,524 to the lender, which brought the loan current. The Company
further agreed to make timely payments for six months and refinance this debt
with another institution by June 1, 2002. The lender agreed to cease all
activities related to acceleration of the collection of the debt. Accordingly,
the remaining balance due on the note payable has been classified as a current
liability on the consolidated balance sheet.

Our future capital requirements will depend upon numerous factors, including the
amount of revenues generated from operations, the cost of our sales and
marketing activities and the progress of our research and development
activities, none of which can be predicted with certainty. In December, 2000,
the

                                       9
<PAGE>
company filed an SB-2 registration statement with the Securities and
Exchange Commission to register 4,000,000 shares of common stock, at $10.00 per
share in a "Best Efforts" offering. The filing was declared effective on
December 28, 2000. The purpose of the offering was to raise sufficient funds to
enable the company to commence manufacturing of its VersaCase product.
Ultimately, the company did not receive sufficient subscriptions to enable to
commence manufacturing operations and the offering terminated with all funds
returned to subscribers. Currently, the company plans to raise sufficient funds
to commence manufacturing through the advancement of monies by its founder.
While funds advanced from the founder may enable the company to commence
manufacturing, we cannot be certain that the founder will continue to fund our
capital needs. Consequently, we may seek additional funding during the next 24
months through a post effective amendment to the SB-2 registration statement.
There can be no assurance that any additional financing will be available on
acceptable terms, if required. Moreover, if additional financing is not
available, we could be required to reduce or suspend our operations, seek an
acquisition partner or sell securities on terms that may be highly dilutive or
otherwise disadvantageous to existing investors, or investors purchasing stock
offered in the anticipated secondary offering. In the event that neither of the
capital-raising mechanisms described above result in timely usable proceeds to
the Company, we may have a serious shortfall of working capital. We have
experienced in the past, and may continue to experience, operational
difficulties and delays in product development due to working capital
constraints. Any such difficulties or delays could have a material adverse
effect on our business, financial condition and results of operations.

OUTLOOK

The outlook section contains a number of forward-looking statements, all of
which are based on current expectations. Actual results may differ materially.
Our growth strategy is built around five imperatives: maintaining technological
leadership; increasing market share; acquiring other business entities;
leveraging strategic relationships; and the recruiting and retaining of key
personnel.

MAINTAINING TECHNOLOGICAL LEADERSHIP. The cutting edge of our effort to achieve
technological leadership is to establish a standard for open architecture and
modularity in the computer enclosure industry. Other components, accessories,
and products are in various stages of development. They will be supported by an
aggressive research and development budget.

INCREASING MARKET SHARE. Our entry into the market is estimated at a modest
level to allow us to grow at a reasonable pace. However, we make no
representations or guarantees that we will be able to manage the growth of our
business. Once VersaCase is introduced, we expect that there will be significant
interest across a number of market segments. The VersaCase is unparalleled in
its versatile application as a PC or server enclosure. The ease of access and
scalability will provide numerous benefits to routine and mission-critical users
that will propel and increase market share.

ACQUIRING OTHER BUSINESS ENTITIES. In order to expand our technological and
market capabilities, we may consider the pursuit of other companies. Such
acquisitions may include core and non-core entities. A core entity may be a
research and development group, and a non-core firm could be one that might
enhance our production process.

LEVERAGING STRATEGIC RELATIONSHIPS. We intend to leverage our relationship with
companies that complement our mission. For instance, the uniqueness of VersaCase
technology will create opportunities for us to establish strong relationships
with key distributors. These distributors will be able to offer their clients a
product that is very competitive and distinctive. We have been approached by
distributors to consider a channel relationship or exclusive position with them.
While we must maintain a broader market focus, we may selectively enter into
agreements that would enhance market credibility and penetration.

RECRUITING AND RETAINING OF KEY PERSONNEL. An entrepreneurial spirit that was
based in creativity, risk and reward drove the birth of this company. We intend
to maintain this quality by offering competitive salary and incentive
compensation. Our overriding human resources philosophy is to build a corporate
culture that supports the success of each employee, as well as the company.


                                       10
<PAGE>

Part II.          Other Information

Item 1.           Legal Proceedings

Two former employees, spouses to each other, filed suit against the company in
April 2000 requesting the return of their investment of $250,000. The suit was
filed in the United States District Court in Hawaii based on Hawaii state
securities law. The United States District Court in Hawaii removed the case to
the United States District Court in Ohio for lack of jurisdiction. The Company
believes this lawsuit has no merit and intends to vigorously defend itself.

On November 16, 2000, we were served with notice of a lawsuit filed in the Lucas
County Court of Common Pleas. This suit was instituted by a former employee of
the Company, who seeks an unspecified monetary judgment in an amount greater
than $25,000 relating to claims of consulting fees and back wages. We have filed
a counterclaim against this former employee and intend to vigorously defend our
self in this lawsuit.

Item 2.           Changes In Securities And Use Of Proceeds

None

Item 3.           Defaults Upon Senior Securities

None

Item 4.           Submission Of Matters To A Vote Of Security Holders

Not Applicable

Item 5.           Other Information

None

Item 6.           Exhibit

None



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Unitrend,
Inc. has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                          UNITREND, INC.


Dated:  January 21, 2002                 By:   /s/ CONRAD A.H. JELINGER
                                               ----------------------------
                                               Conrad A.H. Jelinger
                                               Chief Executive Officer,
                                               Interim Chief Financial
                                               Officer and President


                                       11