<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 JUNE 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 June 30, 2001:
69,895,580

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



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

                                TABLE OF CONTENTS

<TABLE>
<S>        <C>                                                                                  <C>
PART I.    FINANCIAL INFORMATION                                                                PAGE

Item 1.    Condensed Consolidated Financial Statements

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

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

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

           Consolidated Statements of Stockholders' Equity for the six
           months ended June 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................................................................     10

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 six months ended June
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)
                                                                               JUNE 30, 2001       DECEMBER 31, 2000
                                                                           ----------------------- -------------------
<S>                                                                           <C>                   <C>
CURRENT ASSETS

  Cash                                                                        $            64       $        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                                                      (252,213)             (235,248)
                                                                              ---------------       ---------------
    Net property and equipment                                                      1,940,402             1,974,886
                                                                              ---------------       ---------------

OTHER ASSETS

  Patent licensing costs, net of accumulated amortization                              27,991                28,924
  Loan costs, net of accumulated amortization                                           2,179                 2,724
                                                                              ---------------       ---------------
    Total other assets                                                                 30,170                31,648
                                                                              ---------------       ---------------


    TOTAL ASSETS                                                              $     1,970,636       $     2,050,273
                                                                              ===============       ===============

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITES

  Accounts payable                                                            $       462,949       $       338,176
  Current portion of note payable                                                     248,073               248,073
  Accrued expenses                                                                    537,799               517,755
                                                                              ---------------       ---------------
    Total current liabilities                                                       1,248,820             1,104,004
                                                                              ---------------       ---------------

NOTES PAYABLE - RELATED PARTIES                                                        92,173                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                                    (10,951,556)          (10,667,395)
                                                                              ---------------       ---------------

    Total stockholders' equity                                                        629,642               913,803
                                                                              ---------------       ---------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $     1,970,636       $     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     Six Months        Six Months   September 27, 1994
                                                   Ended             Ended           Ended            Ended     (Date of Inception)
                                               June 30, 2001    June 30, 2000    June 30, 2001    June 30, 2000   to June 30, 2001
                                               -------------    -------------    -------------    -------------   ----------------

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

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

Selling, general and administrative expenses        (116,033)       (310,245)       (266,519)         (664,562)       (10,184,491)
                                                ------------    ------------    ------------      ------------       ------------

Operating loss                                      (116,033)       (310,245)       (266,519)         (681,242)       (10,713,831)

Interest income                                         --              --              --                 406              1,546

Interest expense                                      (9,191)        (10,384)        (17,642)          (17,335)          (215,303)
                                                ------------    ------------    ------------      ------------       ------------

Net loss before cumulative
  effect of change in accounting
  principle                                         (125,225)       (320,629)       (284,161)         (698,171)       (10,927,588)

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

Net loss                                        $   (125,225)   $   (320,629)   $   (284,161)     $   (698,171)      $(10,951,556)
                                                ============    ============    ============      ============       ============

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         66,927,991
                                                ============    ============    ============      ============       ============
</TABLE>








                                       4








<PAGE>



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

                                                                       (unaudited)         (unaudited)         (unaudited)
                                                                        Six Months         Six Months      September 27, 1994
                                                                           Ended              Ended        (Date of Inception)
                                                                      June 30, 2001       June 30, 2000     to June 30, 2001
                                                                    ----------------    ----------------    ------------------

<S>                                                                 <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                        $       (284,161)   $       (698,171)   $    (10,951,556)
                                                                    ----------------    ----------------    ----------------

    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                                         18,443              20,481             265,414
          Loss on disposal of property & equipment                             6,908                --                 6,908
          Bad debt                                                              --                  --                42,157
          Accrued interest income                                               --                  (406)             (3,091)
          Common stock issued for services                                      --                  --                10,000
    Increase in operating assets:
          Prepaid expenses                                                      --                19,830                --
    Increase (decrease) in operating liabilities:
          Accounts payable                                                   124,773             (11,464)            462,949
          Accrued expenses                                                    20,044             181,646             607,741
                                                                    ----------------    ----------------    ----------------
          Total adjustments                                                  170,168             221,931           6,743,035
                                                                    ----------------    ----------------    ----------------

        Net cash used in operating activities                               (113,993)           (476,240)         (4,208,521)
                                                                    ----------------    ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Payment for patent licensing costs                                          --                  --               (31,723)
    Purchase of property and equipment                                          (330)            (57,499)         (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             (57,499)         (2,300,480)
                                                                    ----------------    ----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payment of loan costs                                                       --                  --                (5,448)
    Loans from stockholder                                                    59,707             537,800           2,514,027
    Proceeds from note payable                                                  --                  --               290,000
    Payment on note payable                                                     --               (11,277)            (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                             59,707             526,523           6,509,065
                                                                    ----------------    ----------------    ----------------

        Net increase (decrease) in cash                                      (43,675)             (7,216)                 64

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

Cash - end of period                                                $             64    $          1,563    $             64
                                                                    ================    ================    ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period
        Interest                                                    $           --      $         16,641    $        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 STATEMENTS OF STOCKHOLDERS' EQUITY
                     For the Six Months Ended June 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 -

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

Net loss for the period
  ended June 30, 2001                                     --               --               --           (284,161)         (284,161)
                                                  ------------     ------------     ------------     ------------      ------------

BALANCE -
  JUNE 30, 2001                                     69,895,580     $  3,557,503     $  8,023,695     $(10,951,556)     $    629,642
                                                  ============     ============     ============     ============      ============
</TABLE>






                                       6



<PAGE>



                          UNITREND, INC. AND SUBSIDIARY
                                   FORM 10-QSB
                           QUARTER ENDED JUNE 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 six month periods ended June 30, 2001. The results for the three and
six month periods ended June 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 June 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 approximately $10,952,000.

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 June 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 June 30,
2001 and December 31, 2000, the outstanding balances of the notes payable to the
President/majority stockholder were $92,173 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 - SECOND QUARTER OF 2001 COMPARED TO SECOND QUARTER OF
2000

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

We had an operating loss of $116,033 during the quarter ended June 30, 2001 as
compared to an operating loss of $310,245 during the quarter ended June 30,
2000, a decrease of 63%. As discussed below, the operating loss decreased due to
a reduction in selling, general and administrative expenses.

Selling, general and administrative expenses decreased to $116,033 during the
quarter ended June 30, 2001 as compared to $310,245 for the quarter ended June
30, 2000, a decrease of 63%. This change was due primarily to a decrease in
payroll and related employee benefit costs of approximately $214,300 during the
quarter ended June 30, 2001 as compared to the quarter ended June 30, 2000. The
Company notified its employees on January 1, 2001 that due to its financial
condition, payroll would cease. Other decreases in miscellaneous office
expenses, consulting expenses, utilities expense, postage expense and telephone
expense were approximately $15,400, $6,800, $5,400, $4,800 and $3,600,
respectively as the Company continued its efforts to cut costs to decrease the
Company's need for cash. The Company incurred increases in advertising and
professional fees of approximately $50,000 during the quarter ended June 30,
2001 as compared to the quarter ended June 30, 2000 because of the costs
associated with the filing and promotion of our SB-2 registration statement with
the SEC.

During the quarter ended June 30, 2000, 13,630 stock options were granted to a
non-employee consultant at an exercise price of $0.50 each, under our 1999 Stock
Option Plan. Options to the non-employee consultant were recorded for $6,815 in
consulting expenses based on the fair market value of the computer networking
and technical services rendered. There were no stock options granted to
non-employees during the three months ended June 30, 2001.


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

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

We had an operating loss of $266,519 during the six months ended June 30, 2001
as compared to an operating loss of $681,242 during the six months ended June
30, 2000, a decrease of 61%. As discussed below, this change is due to a
decrease in selling, general and administrative expenses.




                                       8
<PAGE>

The Company did not have research and development expenses during the six months
ended June 30, 2001 as compared to $16,680 for the six months ended June 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 $266,519 during the
six months ended June 30, 2001 as compared to $664,562 during the six months
ended June 30, 2000, a decrease of 60%. This change was due primarily to a
decrease in payroll and related employee benefit costs of approximately $403,000
during the six months ended June 30, 2001 as compared to the six months ended
June 30, 2000. The Company notified its employees on January 1, 2001 that due to
its financial condition, payroll would cease. Other significant decreases in
miscellaneous office expenses, consulting expenses, insurance expense, computer
supplies and travel expenses were approximately $15,600, $11,800, $37,000,
$9,000 and $5,800, 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 six months ended
June 30, 2001 of approximately $106,000 as compared to the six months ended June
30, 2000 because of the costs associated with the filing and promotion of our
SB-2 registration with the SEC.

During the six months ended June 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.



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 June 30, 2001, the
Company's cash totaled $64. Loans from the Mr. Jelinger during the six months
ended June 30, 2001 totaled $59,707. We sold equipment totaling $17,849 that was
no longer needed for our production facility. Accounts payable increased to
$462,949 for the six months ended June 30, 2001 compared to $338,176 at years
end December 31, 2000.

Primary uses of cash for the six months ended June 30, 2001 included $113,993
for the Company's operations and working capital requirements. For the six
months ended June 30, 2000, primary uses of cash for the Company's operations
and working capital requirements totaled $476,240.

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 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,




                                       9
<PAGE>

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.

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.





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<PAGE>

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 16, 2002        By:   /s/  CONRAD A.H. JELINGER
                                      ------------------------------------------
                                      Conrad A.H. Jelinger
                                      Chief Executive Officer, Interim Chief
                                      Financial Officer and President








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