U.S. Securities and Exchange Commission
                          Washington D.C.  20549


                                Form 10-KSB

[X]  Annual report under section 13 or 15(d) of the Securities Exchange Act
of 1934

                For the Fiscal Year ended December 31, 2002

[_]  Transition report under 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.
              (Name of small business issuer in its charter)

               Nevada                              34-1904923
  (State or other jurisdiction of       (IRS Employer Identification No.)
   incorporation or organization)

  4665 W. Bancroft Street, Toledo,                    43615
                Ohio                               (Zip code)
  (Address of principal executive
              offices)

                              (419) 536-2090
                        (Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                                        Common Stock no par value
                                        Options
                                       (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes _X_   No __

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. /_ /

State issuer's revenues for its most recent year: $0.00

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant computed by reference to the price
at which the stock was sold, or the average bid and ask prices of such
stock equity, as of a date within the past 60 days:  $ 117,962,880 as of
March 28, 2003.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of March 28, 2003:              Common Stock:                 70,371,770


                       DOCUMENTS INCORPORATED BY REFERENCE
Form 10-12b filed March 30, 2000

Transitional Small Business Disclosure Format:
Yes ___    No X


FORWARD-LOOKING STATEMENTS

Unitrend, Inc. may from  time  to  time  make  written  or  oral  "forward-
looking statements,"  including  statements  contained in its  filings with
the  Securities and Exchange Commission.  These forward-looking  statements
may be  included in this  Annual Report on Form  10-KSB  and  the  exhibits
attached to  it,  in  Unitrend's  reports  to  shareholders  and  in  other
communications, which  are  made in  good faith by us pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These  forward-looking  statements include statements  about  our  beliefs,
plans,  objectives,  goals,  expectations,  anticipations,  estimates   and
intentions,  that  are subject to significant risks and uncertainties,  and
are  subject to change based on various factors, some of which  are  beyond
our  control.   The  words  "may", "could", "should",  "would",  "believe",
"anticipate",   "estimate",   "expect",  "intend",   "plan"   and   similar
expressions  are  intended  to  identify forward-looking  statements.   The
following  factors, among others, could cause our financial performance  to
differ  materially from the plans, objectives, expectations, estimates  and
intentions expressed in the forward-looking statements:

  * the strength of the United States economy in general and the strength
    of the local economies in which we conduct operations;

  * the effects of, and changes in, trade, monetary and fiscal policies and
    laws, including interest rate policies of the Federal Reserve Board;

  * the timely development of and acceptance of our new products and the
    perceived overall value of these products by users, including the
    features, pricing and quality compared to competitors' products;

  * the willingness of users to substitute our products for products of
    our competitors;

  * the impact of technological changes;

  * acquisitions;

  * changes in consumer spending habits; and

  * our success at managing the risks involved in the foregoing.

The  list  of important factors stated above is not exclusive.  We  do  not
undertake to update any forward-looking statement, whether written or oral,
that may be made from time to time by or on behalf of Unitrend, Inc.


                                  PART I

Item 1.   Description of Business

Unitrend, Inc. (the "Company") is a development stage company founded as an
Ohio  Corporation  in  1996  by  Conrad  A.H. Jelinger.   The  Company  was
reincorporated in Nevada in July, 1999. The Company focuses on the computer
enclosure and power supply industry.   The  Company  is  preparing  for the
release of the Cablety(TM)wire management system in the second quarter 2003
and  the  VersaCase(R)  computer  enclosure  and  Stable(R) power supply to
follow later in 2003.

In 1998,  the  Company  formed Osborne Manufacturing, Inc. (OMI) to produce
the Company's products.   In 2002  OMI was dissolved because management now
believes that it could save time and money by entering into a contract with
New Product Innovations, Inc. (NPI) to provide turnkey manufacturing of its
product line.  In 1998 we agreed to acquire by merger a related party known
as  Server  Systems  Technology,  Inc., (SSTI), an  Ohio corporation formed
September 27, 1994,  for  the  purpose  of  obtaining  patented  technology
crucial  to  retaining  control  of  the  VersaCase line of products.  This
acquisition was legally effectuated in July 1999.

COMPANY OVERVIEW

Unitrend, Inc. was founded with the purpose of expanding the useful life of
computer technology.   Our mission is to  maximize our customers' return on
investment  in  information  systems  by  extending  the  value  of   older
technologies  as  they  combine  with  the  latest advances.   Our patented
products which are designed to accomplish this aim are the Cablety,  Stable
power   supply  and  the  highly  modular  VersaCase  computer   enclosure.
Unitrend's  current  goal is  to establish  its  products  as  the industry
standard  for open  architecture,  accessibility,  scalability  and thermal
stability while setting new benchmarks for quality and adaptability.

We  utilize  proprietary   and  patented  technology  to  design,  develop,
manufacture,  and  market our products.   VersaCase is a computer enclosure
which allows a user or technician to rapidly access all internal components
of  a  computer.   This  architecture  dramatically  reduces  downtime  for
maintenance, and allows quick upgrading of a single component  (such as the
computer's central processing unit)  without having to replace or tear down
and rebuild the  entire  computer.   We have also patented the Stable power
supply  unit that  greatly enhances  the  energy  performance  and  cooling
operations  inside a  computer case.   The patent pending Cablety is a wire
management  system that routes and supports internal wires and ribbon cable
in a  vertical position  which allows  warm air to  rise to  the top of the
enclosure where it is swept away and vented out of the case.   This results
in a cooler and cleaner operating  environment inside the computer.   These
products  save substantial time and financial  resources for both users and
technical support staff.  Up to the date of the filing of this document, we
have not had any  sales of the Cablety,  Stable power supply  or  VersaCase
computer enclosure,  but have presently  placed five VersaCase units in the
field for testing.

We have entered into a contract with New Product Innovations, Inc. (NPI) to
provide turnkey manufacturing of our product line.   NPI is a joint venture
between General Electric, Inc. (GE) and Fitch, Inc.   NPI along  with Fitch
will  complete  product  development,  obtain  agency  approvals, engage in
product positioning and manufacturing development.   Upon completion of the
manufacturing development process,  NPI will utilize GE's  "Global Network"
to  produce  Unitrend's products and deliver  complete units ready for sale
and  shipment.    These  companies  have  successful  long-term   operating
histories  as manufacturers/providers  of component  parts for the computer
industry.

The Cablety,  Stable power supply and VersaCase,  will be marketed and sold
through direct and  indirect  channels.   After  introducing the product to
North America,  we will expand to Europe,  Asia/Pacific, and Latin America,
although not necessarily in that order.   The  unique  total  modularity of
VersaCase  and related  products enables  the end-user to save considerable
time and money, whether the product is utilized as a personal computer (PC)
or  as a  server in a  network of  computers.   Due to the mission-critical
nature of computer network  activities,  our primary  marketing efforts for
the VersaCase are directed at server applications.   We will also market to
high-end PC  users concerned  with complex,  high quality computer systems,
and  expect  these  users  to  be  strong early  adopters of the  VersaCase
technology.

Unitrend's  corporate  headquarters  is  in  Toledo,  Ohio.   The   company
currently  employs  two  people, and  expects to grow to approximately nine
people by late 2003.

PATENTS AND TRADEMARKS

We  rely  on a combination of patents, trademarks, trade secrets  and  non-
disclosure  agreements  to  protect our  proprietary  rights.   We  execute
confidentiality and non-disclosure agreements with our employees  and  with
key  vendors  and  suppliers.  These efforts allow  us  to  rely  upon  the
knowledge and experience of our management and technical personnel and  our
ability  to market our existing products and to develop new products.   The
departure  of any of our management and technical personnel, the breach  of
their  confidentiality and non-disclosure obligations to us, or the failure
to achieve our intellectual property objectives may have a material adverse
effect on our business, financial condition and results of operations.

Currently,  we  have  seven  United  States patents issued and three United
States patent applications pending. We also have five registered trademarks
and service marks.   There can be no assurance that any new patents will be
issued,   that  we  will  continue  to  develop  proprietary   products  or
technologies  that  are  able  to be patented,  that any issued patent will
provide  us with  any  competitive  advantages or will not be challenged by
third parties,  or  that  the  patents  of  others will not have a material
adverse effect on our business and operating results.

Our  ability to compete successfully and achieve future revenue growth will
depend,  in part, on our ability to protect our proprietary technology  and
operate  without  infringing upon the rights of others.  There  can  be  no
assurance  that  these measures will successfully protect our  intellectual
property  or  that  our  intellectual or proprietary  technology  will  not
otherwise  become known or be independently developed by  competitors.   In
addition, the laws of various countries in which our products are or may be
sold  may not protect our products and intellectual property rights to  the
same extent as the laws of the United States.  Our inability to protect our
intellectual  property  and proprietary technology could  have  a  material
adverse  effect  on  our  business,  financial  condition  and  results  of
operations.   As  the number of patents, copyrights and other  intellectual
property  rights in the computer enclosure industry increases, and  as  the
coverage  of  these  rights and the functionality of the  products  in  the
market  further  overlap,  computer enclosure  companies  may  increasingly
become  subject of infringement claims.  In the future, we may be  notified
that  we  are  infringing patent or other intellectual property  rights  of
others.   Although there are no pending or threatened intellectual property
lawsuits   against  us,  we  may  become  the  subject  of  litigation   or
infringement  claims  in the future.  Any of these potential  claims  could
result  in  substantial costs and diversion of resources and could  have  a
material  effect  on  our  business, results of  operations  and  financial
condition.

INDUSTRY

The  PC market  is defined as  shipments  of desktops, portables and Intel-
based  servers  priced  under  $25,000.   In 2002,  the PC market picked up
slightly   with  worldwide  PC  shipments  totaling  132.4  million  units,
according to Dataquest. In the second half of 2002, the worldwide PC market
had two  consecutive  quarters of  year-on-year PC shipment growth (ITP.net
1/20/03).   Worldwide PC  sales in the third  quarter of 2002  reached 32.2
million units reported  Dataquest.   IDC reports that in the second quarter
of 2002 worldwide PC shipments were 31.1 million.  As predicted by IDC, the
first quarter of 2002 did experience a decline to 31.4 million PCs  shipped
worldwide.   During 2002,  the domestic market also experienced an increase
in PC shipments to 46.5 million units according to Dataquest.

During 2001, the worldwide PC market decreased by 4.6% to 128 million units
according to Gartner Group. In 2001, domestic sales decreased to 44 million
units,  an 11.1%  decrease as  compared  to  49.4  million  units in  2000,
according to Gartner Group.   Worldwide PC  shipments dropped nearly 12% in
the third quarter of 2001  over the same period last year from 34.6 million
to 30.7 million according to a Dataquest report.  During the second quarter
2001,  worldwide PC shipments totaled 29.8 million,  a 2% decrease from the
second quarter 2000,  logging the first  year-over-year  quarterly  decline
according to IDC  (Itworld.com 7/20/01).     Dataquest reports 49.4 million
units sold domestically and 134.7  millions units sold worldwide in 2000, a
worldwide growth of 14.5% over 1999.   According to Dataquest, PC shipments
reached 44.8 million units domestically,  and 117.6 million units worldwide
in 1999.  While the Y2K issue motivated  some of the 1999  purchases,  this
sales  pattern  reflects  both  the   acquisition  of  first  machines  and
replacement of existing units.

Dataquest  expects a strong 7.6% PC  sales increase worldwide in 2003  over
2002.  Even though sales have increased slightly, the company believes that
worldwide  PC sales will  increase  in the  coming  years  because  of  the
replacement of outdated units.  In  2003, pre-Year  2000 machines will come
to the end of their  life cycles.  We believe  that this will be the  major
reason  for   upgrading  and/or  replacing  existing  PCs,  not  technology
innovations.   Although these old PCs would normally have been  replaced by
now, economic  uncertainty  may have delayed new purchases.   In the fourth
quarter of 2002 these replacements began to occur with PC shipments to U.S.
businesses with more than 500  employees per site  growing by 13.9  percent
from the fourth  quarter of  2001  according to Dataquest.   Dataquest also
reports  that in the same  time period PC  shipments to business with fewer
than 500 employees per site increased by 5.4  percent over the same  period
in the previous year.  Enterprises will continue to prioritize cost savings
through optimization and extension of  technology and solution  investments
that  will  make  this a  perfect  environment for the  introduction of the
VersaCase and related  products.   Our  product  line will help  reduce the
costs associated with maintaining outdated machines.

Growth  in   the   computer market reflects the rush to  build  information
highways within and between both work and home environments.  The trend  of
connecting  people  and  business is further illustrated  by  the  dramatic
growth  of  Web  Hosting,  Application Service Providers  (ASPs),  Internet
Service Providers (ISPs), and a rapid growth in the number of new companies
entering  this  market. In order to support this high  level  of  "instant"
connectivity,  these  companies are building massive "server  farms"  using
fiber optic communications to accelerate the transmission of data by two to
three  times  current  speeds.    Level  3  Communications  is  building  a
worldwide network and currently has 6.1 million square feet of server space
in 68 farms around the globe, 56 in the U.S. (Level 3 Website 6/01).

Open Architecture.  The concept of open architecture enables computer users
to combine various components and peripherals from different manufacturers.
To some extent, the industry has moved in the direction of common standards
typified  by open architecture.  For example, mounting boards,  DVD's,  CD-
ROM's,  floppy  drives,  and serial ports, to  name  a  few,  are  designed
according  to  a set of common specifications. In addition, the  ATX  logic
board  platform  developed by Intel, the world's  largest  manufacturer  of
microprocessors, sets the standard for placement of connecting  devises  to
the logic board.  However, fiercely competitive market forces have thus far
defeated true open architecture.

Major  assemblers such as IBM, Dell, Gateway, and  Compaq(H/P) build  units
that support  only  their  proprietary components.   If one of  these parts
should fail, the  only option is to replace it with the same part from  the
same company.   While this provides additional revenue for the PC producer,
the consumer suffers in significant ways.   Consumers  are locked into  the
price, availability, and  delivery time  dictated by the PC producer, which
can add to downtime and cost of maintenance.

Accessibility.  In order to simplify the repair and upgrade  of  computers,
the  industry  is  beginning to create hardware that is easily  accessible.
Historically, the design of computer enclosures has severely limited  one's
ability  to service both critical and ordinary problems with a  PC.   Rapid
access  is  especially important in mission-critical applications  where  a
technician  must  make a prompt intervention to save the  computer  network
from  crashing.   Unfortunately, the human expert often  loses  this  race.
These  system crashes are all to frequent and widely publicized, as in  the
cases  of  Internet companies E-bay and Amazon.com.  The loss in reputation
and  revenues can be significant. Sandy Carter of IBM stated that  some  of
their  customers  lose  $10,000 per minute of downtime  (Computer  Reseller
News, 5/21/99).

Some  industry leaders are moving toward tool-less cases that can be opened
by  pressing  tabs to lift the top panel.  Apple introduced the  G-3  model
highlighting  the  ease of access to the "guts" through  a  drop-down  side
panel. Gateway, Dell, and IBM have recently introduced models that move  in
this direction as well.

Continuous  Need  to  Upgrade.  Both hardware and software  components  are
updated  at  an astounding pace.  Moore's Law states that processing  power
doubles roughly every 18 to 24 months.  The rapid release of 12 Intel micro
processing chips from the 8080 through the Pentium III Xeon over  the  last
25 years shows that Moore's observation is still remarkably accurate, while
also demonstrating technology's rushing rate of change.  A steady stream of
software  upgrades takes advantage of this additional processing  power  to
create   more  powerful,  intuitive,  and  stable  software.    We   become
increasingly  dependent  on the software, and thus the  software  upgrades,
which  in  turn  require  upgrading  the  computer's  memory,  storage,  or
processing  capabilities.   This  cycle  becomes  so  expensive  that   the
estimated 5 year total cost of ownership for a Windows based PC is  $47,500
(March  2000  Fujitsu  web  site, citing a study  by  the  Gartner  Group).
Instead of upgrading the computer, entire existing systems are often simply
discarded.

Scalability.   The ability to change internal components is  essential  for
extending  the  investment in computer technology.   As  the  Fortune  Tech
Buyers  Guide  states,  "scalability is  key, especially  in  PCs.   Better
systems  provide plenty of expansion slots and extra drive bays so PCs  can
grow as needed" (Fortune Tech Buyers Guide Supplement Summer, 1999, p. 130,
141).

Thermal Stability.   The ability to  maintain a proper  cooling environment
within the computer system reduces heat induced failures.  Heat is an enemy
because it causes things to expand or respond  differently to  electricity.
If the printed  circuits on your  computer's  motherboards  and  peripheral
cards are too warm, they might make or break electrical connections  (South
Coast Today, 3/14/01).

UNITREND SOLUTION

We  believe  Unitrend is well  positioned to offer solutions to many of the
issues listed above.   VersaCase,  Stable  power  supply  and  Cablety were
designed  with these  factors in mind, resulting in a products that address
these five areas:  true open architecture;  complete  accessibility;  rapid
upgrade and maintenance; creative scalability and thermal stability.

True Open Architecture.   The  VersaCase  achieves  true open architectural
design  by  allowing  the   combination  of  various  technologies   and/or
peripherals from different manufacturers.   VersaCase accepts all  industry
standard components, such as motherboard configurations from Intel. Because
the case design allows for the acceptance of any  non-proprietary part, the
consumer  will not be  restricted to using  proprietary  components.   This
significantly enhances the computer's value by allowing the owner to choose
the best component for each repair and upgrade.

Complete Accessibility.   The  VersaCase  allows a user  or  technician  to
quickly access the i nternal  components of a computer.   The design of the
case is similar to a drawer, thereby providing quick access, without tools,
to the inside of the computer.  Internal components become modules that can
be installed or replaced simply and easily.  This design simplifies routine
repair, maintenance, and  upgrade procedures.   This  full-access-design is
vital for  mission-critical  applications.   Often, a  failure in a  server
system can be isolated to two  or  three  units,  and the  technician  must
rapidly check all three units to save the entire system from shutting down.
Standard  computer  enclosures  require  considerable  time to  access  all
internal components because they must be laboriously dismantled.  With  the
VersaCase, the technician  simply  slides open  the drawer.   What can take
agonizing minutes or even hours with a typical enclosure is done in seconds
or minutes with a VersaCase.

Rapid Upgrade and Maintenance.  The drawer-like design of the VersaCase not
only allows  full access  to all the internal  components, it  dramatically
reduces the time required to get to any given component.  The time it takes
to perform upgrades and repairs is doubly  expensive when you add the  cost
of the  person's time  performing the task to  the lost productivity of the
user while the system is down.   The Stable  power  supply is a  two  stage
modular  design that allows the  user to rapidly  remove the unit by simply
lifting it out of its base for repairs, maintenance or upgrades.   If a fan
should need replaced,  one would just need to remove the bad fan by popping
it off the power supply unit and swapping in a new one.   In effect,  every
minute saved by VersaCase and Stable  power supply buys back two minutes of
user and technical support time. The total cost of ownership for a computer
built with VersaCase and Stable power supply is greatly reduced by allowing
individual components to be upgraded.   The Cablety, besides  aiding in the
cooling of the  computer  environment,  was also designed to  function as a
tool to mount or remove system motherboards without the use of metal tools.
This allows for safe and quick removal  of the motherboards without  having
to worry  about possible  static  electricity  discharge  that  could cause
irreparable damage from simply introducing a metal tool to the system. With
other cases, many components such as the  motherboard or central processing
unit (CPU) cannot be changed, and you are  forced to discard the entire PC.
With other cases,  you are forced to buy a whole new computer,  leaving you
with many perfectly good, but unusable,  components.   Instead of  spending
thousands of dollars every two years for a  whole  new  system,  VersaCase,
Stable power supply and Cablety lets you spend a couple hundred dollars (or
less) by merely upgrading  the old  component and  continuing on with using
the rest.

Creative Scalability.  The VersaCase provides unmatched flexibility. It can
be used as a PC or a server.   As a server, the unit can be used in a rack-
mount application or as a standalone unit.  Up to fifteen 3 1/2" drives can
be mounted internally onto three independent  universal  mounting racks, or
six 5 1/4" drives can be mounted onto two  independent  universal  mounting
racks.  Removable drive bay panels allow for any combination of drive sizes
to be installed. Due to the inter-changeability of the components, hundreds
of configurations are possible.

Innovative Thermal Stability.   The  Cablety is  designed to lift  internal
cables and wires off the electronic system(s) board(s) and their microchips
by  holding  them in a  vertical  position which  allows  heat  that  would
otherwise  be  trapped in and around  the computer's  critical  devices  to
escape  and be  vented  out of the  computer case.   This increased airflow
around  the computer's  electronics allows for a proper cooling environment
making  the  system more  stable and  reducing heat  induced  failures.  By
organizing  the  internal  wires  and  cables,  dust  and  dirt build-up is
reduced.   Dust  and  dirt  build-up  inside  of a computer  will act as an
insulator and cause thermal instability.   The Stable  power supply has two
high quality plug-in cooling fans pitched at  fifteen degrees to allow  for
the most efficient airflow throughout the computer case.   Properly cooling
the computer environment saves time and money that would otherwise be spent
in replacing damaged parts due to heat induced failures.

In summary,  the VersaCase,  Stable  power supply and  Cablety  offers  new
technology  to the market,  which gives you the ability to easily maintain,
upgrade  and cool your  system while  providing  unsurpassed  configuration
options.  VersaCase, Stable power supply and Cablety  simplify changes  and
extend the life of computers,  saving  substantial  time and money for both
companies and individuals.

COMPETITION

We will compete in the computer enclosure,  computer power supply and  wire
management markets. The first product to be sold by the company will be the
Cablety  (wire management device(s)),  with  initial  sales  focus  on  the
computer equipment manufactures (OEM). Within the wire management market we
will encounter competition from domestic manufactures and distributors.  To
our knowledge, no competing company, such as ITW Fastex or Panduit,  offers
a product  that offers all the  benefits and features of the Cablety.   The
second product to be offered will be the  Stable power supply, with initial
sales focus on  military and VAR (Value Added Resellers) replacement sales.
The computer power supply market is intensely competitive. Within the power
supply market we will encounter competition from domestic  manufactures and
distributors.  To our knowledge, no competing company, such as PC Power and
Cooling or Antec, that offers a product that  delivers all the scalable and
versatile  technology  nor the  benefits and  features  of the Stable power
supply.   The third  product to  be sold  will be  the  VersaCase  computer
enclosure, initially  focusing on the high-end  PC and  entry-level  server
segments.  The computer enclosure market is intensely competitive.   Within
the enclosure, power supply and wire management markets, we will  encounter
competition  primarily  from large domestic  manufacturers and distributors
such as,  California P.C. Products,  American Portwell, Antec, and.  To our
knowledge,  no competing company offers an enclosure which contains all the
features and benefits of the VersaCase.

As noted above,  some major  computer assembly  firms,  e.g., IBM, Gateway,
Acer,  and  Dell,  have introduced PC  models  that  contain  some  modular
features that are found in a VersaCase and or Stable.  No one, however, has
designed  or  introduced a model(s) that  delivers  all  the  scalable  and
versatile technology that the VersaCase and the Stable offers.

We  will  also  encounter  strong  competition  from international computer
enclosure, power supply and wire management companies who sell to worldwide
original equipment  manufacturers and  distributors.   These  international
companies  also set  up their own  distribution  networks in  international
markets, including the United States. The international market is extremely
competitive due primarily to aggressive pricing.  Examples of international
companies  include:  Star Tech,  Chung Long Metal Co., Ltd.;   Karrie Ind.;
MacCase  Ind.  Corp.;  Leadertech Systems;  Everfit  Computer  Supply;  and
Evergreat Group.

The Cablety is a new concept in computer wire and cable management  and  as
such we hope to  set new  industry  standards  with its introduction to the
markets.   Wholesale  and Retail pricing has yet to  be  established.   The
Stable power supply is more expensive to purchase than traditional PC power
supplies, with a retail  price around $125 for the low wattage, entry level
model. However as power output (in wattage) increases in medium to high-end
models,  Stable  become  very  competitive  in  price  and  offers numerous
features and benefits not offered by any competitor.  The VersaCase is more
expensive to purchase than traditional desktop computer enclosures,  with a
retail  price  around $250.   This price is  competitive  when  compared to
higher-end rackmount server enclosures.   We will  compete in the  computer
enclosure market by demonstrating the value of the features and benefits of
VersaCase. We separate ourselves from other companies now offering computer
enclosures by focusing on common sense solutions.  VersaCase is convertible
technology.   Accordingly,  it may be  used as a  single unit,  in multiple
stacks, rack-mount configuration, or as a workstation.  It can be used in a
variety of applications including,  but not limited to file  servers,  disk
arrays,  CD  jukeboxes,  and  e-mail  servers.    Further,  non-proprietary
components can be used to configure a computer  for a specific application,
and possibly achieve lower operating costs.

GROWTH STRATEGY

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.

MARKETING AND SALES

We are implementing brand-building strategies for Unitrend, Cablety, Stable
power supply and VersaCase.   Our brand  objective is to identify  emerging
trends   in  computer-related   technologies  and  to  provide  streamlined
solutions that make those technologies more user friendly. The Cablety wire
management system is the  first product that we intend to market.   We will
continue to build equity in our brands by promoting the unique and patented
features of our products via multiple mediums to diverse market segments.

The  Cablety  wire  management  system  is  the  first  product  we will be
marketing. The Cablety will be marketed through various channels including,
but  not  limited to,  value added  re-sellers (VARs),  original  equipment
manufacturers (OEMs) and internet sales.  We intend to target organizations
such as the government and the military.  VersaCase and Stable power supply
will be marketed to, and sold for,  two specific PC applications:  high-end
PC users,  such  as  automated  manufacturing  functions,  and  entry-level
servers.   We  intend  to market  and  sell our  products to non-profit and
commercial organizations, individuals, and OEMs.   OEM sales and licensing,
large corporate and government accounts, and large-volume VAR sales will be
managed  by  Unitrend's  direct sales  organization.   Sales  to all  other
organizations will be through distributors.   We plan to establish a multi-
channel   distribution   network  that  will  allow  us  to  leverage   the
distributors who are strategically focused on offering value added products
and services to the computer industry.  Lastly, we will sell the VersaCase,
Stable  power supply and  future products directly to end-users through our
Internet site.   However, we will modify our distribution plans as demanded
by  the  markets  we  serve in order to maximize  efficiency throughout all
channels of distribution.   We intend to promote  end-user demand, and will
support our sales efforts through a variety of marketing programs including
but not limited to:   trade and consumer advertising, public relations, and
trade shows.

While our initial focus is the North American market, we plan to expand  to
Europe,  Asia/Pacific, and Latin America as opportunity arises.   The  data
presented at the beginning of the business section illustrates the size  of
these market segments.

PRODUCTS

The Cablety wire management system is the latest product from Unitrend that
will be available in the second quarter 2003.

The Cablety features include:

      *  Made of "Static Resistant" GE Plastics(R).

      *  Lifts internal cables and wires off the electronic system(s)
         board(s) and their microchips by holding them in a vertical
         position.  This allows heat that would otherwise be trapped in
         and around the computer's critical devices to escape and be
         vented out of the computer case.

      *  Increased airflow allows for a proper cooling environment making
         the system more stable and reducing heat induced failures.

      *  Reduces dust and dirt build-up.

      *  Functions as a tool to mount or remove system motherboards
         without the use of metal tools which could damage the system.

The Stable power supply is a two stage  modular design that allows the user
to rapidly  remove the  unit by simply  lifting  it  out  of  its  base for
repairs, maintenance or upgrades.

The Stable power supply features include:

      *  Snap-in upper power module for ultra fast power supply
         replacement.

      *  Battery pack option allows for repairs, maintenance, or upgrades
         with the power on.

      *  Two high quality plug-in cooling fans pitched at fifteen degrees
         for smooth, efficient airflow and rapid replacement in case of
         failure.

      *  RPM sensors on cooling fans send signal to front panel LEDs to
         warn of eminent failure.

      *  Internal temperature sensors to warn of excessive heat
         conditions.

      *  Self diagnosing power distribution base with audible and visual
         alarms.

      *  Sixteen power take-off connectors for even power delivery to
         individual internal peripheral drives and devices.  Also allows
         for removal of the power module while leaving power connections
         intact.

      *  Dual redundant power supply options connector.

      *  Emergency "Kill Switch" connector.

      *  Standard "Slim" power supply geometry.

      *  Available in three power sizes: 230 Watts, 300 Watts and 400
         Watts.

VersaCase is our  first patented  product.   The VersaCase has undergone an
extensive development process. Five developmental VersaCase prototypes have
been developed,  including the  yet to be  released  production-level  beta
units. These units will undergo rigorous in-house  testing as well as field
placement  at selected  sites, which will mirror our more  prominent market
segments.

The VersaCase is comprised of a number of characteristics and features,
such as:

      *  Chassis and outer shell are made of 16-gauge steel.

      *  Up to fifteen 3 1/2" drives can be mounted internally onto three
         independent universal mounting racks.

      *  Or six 5 1/4" drives can be mounted onto two independent
         universal mounting racks.

      *  Removable drive bay panels allow for any combination of drive
         sizes to be installed.

      *  Front mounted DB connector for easy laptop docking or serial,
         SCSI, USB and parallel connections.

      *  Front DB connector can be swapped with a wireless infrared
         connecting port.

      *  High-security tumbler lock to protect against unauthorized entry
         into the computer's interior.

      *  Easy to read control panel with LED readouts for Power, Turbo,
         HHD1 activity, HDD2 activity, Power supply cooling fan failure
         warning, and Processor cooling fan failure warning, as well as
         a System Reset switch and Turbo speed switch.

      *  19" Rack-Mount ready chassis with invertible outer shell to
         maintain EMI/RFI shielding.

      *  Ultra-strong construction to allow units to be stacked up to
         six high with docking pin accessory.

      *  Rugged design allows even the heaviest CAD Monitors to be placed
         on top of unit.

      *  Ball bearing drawer sliders with heavy duty 100lb weight
         capacities, for smooth opening and closing.

      *  Removable back plane with 25-pin, 9-pin DB connector ports and
         RJ port.

      *  Optional 10, 12, or 16 slot back planes available for AT,ATX,
         Passive back plane and other designs.

      *  Includes Stable Power Supply (when available) or allows the use
         of standard Slim power supplies mounted in either a horizontal
         or vertical position.

      *  Rear mounted cable transom to facilitate moving wires when
         opening and closing chassis drawer.

      *  Quick-release power supply base unit used to distributepower to
         electrical components which accepts optional battery pack for
         uninterrupted power in case of power supply failure.

      *  Removable thread-mounted feet allow unit to be bolted down on
         or under table, desk, wall, rack, etc.

OPERATIONS

For the design and development of our products, we rely on our founder, Mr.
Conrad Jelinger, and New Product Innovations, Inc. (NPI).  In addition, NPI
will  select  principal   suppliers  based  on   experience   and   pricing
considerations.

New Product Innovations, Inc. (NPI).   NPI  is a joint  venture  between GE
Plastics,  a division of  General  Electric, Inc. (GE)  and  Fitch, Inc., a
Cordiant company. NPI, along with Fitch, will complete product development,
obtain agency approvals (UL, FCC, CE, CI, etc.),  Mil-Spec the products for
Military/Government  use  and engage  in product  branding and positioning.
Furthermore,  NPI will  design the  manufacturing  processes, establish ISO
9002 and Six Sigma procedures and build the  necessary tooling to develop a
flexible, high volume output capability for Unitrend's product lines.  Upon
completion of the manufacturing development process,  NPI will utilize GE's
"Global Network" to  produce our products and deliver completed units ready
for resale and shipment.

RESEARCH AND DEVELOPMENT

Apart from  tooling costs of  $1,469,429,  as of December 31, 2002, we have
invested $529,943 in research and development.   To date, our primary focus
has  been the  development of the  VersaCase.   In January  2003, our focus
shifted to the Cablety wire management system.   The Cablety can be used in
any standard computer as well as an accessory for the VersaCase.  We expect
to have product in  the second quarter 2003.   We are continuing to develop
accessories, like the Cablety, that will further enhance the VersaCase, and
allow for further customization.   It is our intent to continue to innovate
by  developing similar  products that  will  enable a computer user to save
time and money while  upgrading and  repairing his or her computer.   Other
product designs are also on the drawing board.   There is no guarantee that
any of these products will become viable revenue sources.

We  believe  timely  introduction of new  and  enhanced  products  will  be
essential  to  maintaining  a  competitive  edge.   However,  we  make   no
representation or guarantee that we will be able to establish or maintain a
competitive edge in the marketplace.  Consequently, the human and financial
commitment  to  research and development will increase  proportionately  to
meet these demands.

At  December 31, 2001, we had a total of three full-time employees. None of
the  Company's  employees are represented by a labor union or  bound  by  a
collective bargaining agreement.  We consider our employee relations to  be
good.

Item 2.   Properties

Unitrend's headquarters comprise approximately 10,000 square feet of  space
in  an  office building owned by the Company at 4665 West Bancroft  Street,
Toledo,  Ohio 43615.  The building houses the Company's principal executive
offices, as well as limited laboratory and technical development space.

Item 3.   Legal Proceedings

None


Item 4.   Submission of Matters to a Vote of Security Holders

None

Item 5.   Market for Common Equity and Related Stockholder Matters.

None

Item 6.   Management's Discussion and Analysis or Plan of Operation

                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  following  discussion  should  be read  together  with  our  "Selected
Consolidated  Financial Data" and our financial statements and accompanying
notes.   This  document  contains forward-looking statements  that  involve
risks  and uncertainties.  The cautionary statements made in this  document
should   be  read  as  being  applicable  to  all  related  forward-looking
statements  wherever  they  appear in this document.   Actual  results  may
differ materially from those indicated in forward-looking statements.

OVERVIEW

We invent and market computer-related products designed to  make technology
simple, accessible and affordable  through  modularity.   We have exclusive
rights to patented and patent pending  products and technology for  certain
computer-related  products.   Our  Cablety  wire  management system will be
released to the marketplace  second quarter 2003.   The Stable power supply
and VersaCase computer enclosure  system will follow  later in 2003.    Our
VersaCase  computer  enclosure  system,  which  we have  begun marketing to
businesses and other entities  employing  computer servers, allows users to
quickly access computer components by  incorporating a  pull-drawer  design
of high modularity, thus  reducing downtime  and extending the service life
of information technology.

We are a development stage company that commenced operations in April  1996
and has incurred significant losses since that date.  In 1998, we  acquired
Server Systems Technology, Inc. (SSTI), a related Ohio  corporation  formed
September 27, 1994.   SSTI  held  the patent on technology  crucial to  the
VersaCase line of products. We acquired SSTI in a stock-for-stock exchange.
Also in 1998, we incorporated  Osborne Manufacturing Inc. (OMI)  as an Ohio
Corporation to function as the business  entity for a joint venture between
our Company and one of our employees.   In  2002  OMI was dissolved because
management believed that it  could  save time and  money by entering into a
contract  with New  Product  Innovations, Inc.  (NPI)  to  provide  turnkey
manufacturing of its product line.   To date,  we have  not  generated  any
revenues from sales of our patented and patent pending products or  through
licensing agreements, but have relied on private financing and  loans  from
our founder.  Furthermore,  we  have  not  yet  been  profitable  since our
inception and expect to incur  additional  operating losses  in 2003  as we
ramp up for production and sales  of  our  Cablety wire  management system,
Stable power supply and VersaCase computer enclosure.   As of  December 31,
2002,   we  had  an  accumulated  deficit  in  the  development  stage  of
approximately $12,150,000.   At  December  31, 2002  we had  available net
operating loss carry forwards of approximately $6.7  million  for  federal
income tax reporting purposes which begin to expire in 2011.   To date our
operations have consisted predominately of  incidental  sales of  computer
components while we have  principally  concentrated on  the progression of
the  VersaCase  enclosure  and  related  products.   We  have not achieved
profitability on a  quarterly or an  annual  basis  and anticipate that we
will continue to incur net losses through 2003.   Expenses  incurred  have
been primarily for development of the  VersaCase enclosure system, tooling
and administrative support.   We expect  to incur significant engineering,
pre-production, sales,  general  and  administrative  expenses,  and as  a
result,  we  will  need  to  generate  significant  revenue   to   achieve
profitability.  Additionally,  our  lack  of operating  history  makes  it
difficult for us to  predict  future operating  results and,  accordingly,
there can be no assurance that we will sustain revenue  growth or  achieve
profitability in future quarters.   Although our core management  team has
worked together for  several  years,  none  of  the  present  members  of
management has extensive experience in managing a large public business in
the computer industry.  We intend to hire accomplished individuals in  the
industry to supplement  our current management team.    However, we cannot
assure that we will be able to attract and retain such persons.



The Company  has  conducted  extensive  research and development activities
since its inception at a variety of levels.  Such activities have primarily
focused on market research,  marketing,  sales  and  distribution,  current
technologies,  emerging  technologies,  manufacturing,  tool production and
analysis,  engineering  (structural, mechanical, and electronic/electrical)
and product development.    The  Company has engaged various consultants to
assist in some of these matters.   The Company initially had a two to three
year time line  for  developing  and placing its initial products into  the
market.  However early in 1998, toward  the  end  of  the  initial  product
development cycle, the computer industry announced sweeping  changes to its
20-year old standard in internal design layouts.   These changes caused the
computer industry to adopt a new standard.    Substantial  changes  in  the
future are not to be expected  for at  least ten  years.    This caused the
Company to  redesign  its products prior to commencement of the development
of tooling and dies.    These changes caused delays and deviations from the
initial timeline.    An  additional  delay  were  caused  by  the Company's
underestimation of the complications  involved  in developing the tools and
dies necessary to produce the Company's products (up to  six months may  be
required per tool).   Additionally,  a  significant  number  of these tools
cannot be built concurrently with one another because the parts produced by
the core tool must be  compared  and  checked  against  industry  standards
before other tools based upon that part may be engineered.    The VersaCase
product alone has more than 200 parts, with most of those components having
been invented by the Company.   To  build  the VersaCase more than 40 tools
have to be designed, machined and built.  The total  cost  for  tooling  to
date  is  $1,469,429  with  an  additional  $4,211,203  needed  to complete
tooling, and for various  marketing  activities  provided  by  New  Product
Innovations, Inc.  including  but  not  limited  to  developing  a  selling
proposition, conduct naming and nomenclature, developing branding  elements
and launch material formats, design a trade show exhibit booth, and further
develop the web site prior to  full-scale  production of  the  Stable power
supply and VersaCase.   An additional $36,000 will be  needed for the final
development of the Cablety. There was a decline from approximately $190,000
spent on tooling in 1999  compared  to $40,000  spent  in 2000 and  nothing
spent in 2001 and 2002. This decrease is due to six tools being launched in
1999 as opposed to only one tool in 2000 and no tools in 2001 or 2002.

The Company has  applied for  14 patents  with respect to  its products  of
which seven have been granted to date.  Patent prosecution is also a source
of delay and considerable expense  for the Company.   To fully prosecute  a
patent  may  take  several  years,  depending on the type of patent and the
number of competing or similar patents.  However, the Company believes that
patenting its products is key to protecting the value of its ideas and  its
business plans.   In  addition to hiring  patent attorneys,  engineers  and
designers  as  consultants  to  help  develop  the  Company's products, the
Company  has  also  hired  consultants  to  help  with the marketing of its
products.   Currently,  the  design  of  the  Cablety  is finalized and the
Company is  awaiting the beta models and focus group results.   Once  these
models are tested, if there are necessary changes, they will be made.   The
tooling will then be finalized and production of the Cablety will commence.
At the present time, the  re-design  of  the  VersaCase  and  Stable  power
supply are  near  completion  and the  Company has produced several working
VersaCase prototypes.   The  tools  and dies necessary to manufacture these
products  have  been  designed  and  engineered  and "soft" tools have been
produced in order to enable the Company to produce  the prototypes.   Funds
are  still  required  in order to finish product development,  position the
product, develop manufacturing and assembly operations and purchase the raw
materials which will enable the Company to go into full-scale production of
the VersaCase and Stable power supply.   Obviously, as the Cablety,  Stable
power supply and VersaCase  products near completion,  it will be necessary
for the Company to hire additional staff in order to ramp up its ability to
produce,  market  and  distribute  this  product.    The Company expects to
continue  to  hire  additional staff to meet  its business challenges as it
gets closer to full-scale operations.

We expect that our initial revenues  will primarily be derived from  direct
sales of our  Cablety  wire  management system  to major original equipment
manufacturers (OEMs).   We  expect  that  substantially  all of our revenue
through the fourth quarter of 2003 will be derived from customers based  in
the United States. We expect that revenue from customers based outside  the
United  States will  increase  in future periods.   In  addition to revenue
derived  from  direct  sales,  we  expect  that  revenue  through  indirect
distribution channels will increase in future periods.  Where strategically
beneficial,  we  believe  that  we  will  be  able  to enter into strategic
alliances  with   companies   focusing  on  the  development  of   computer
peripherals, logic boards and power supplies.  To date, we have not entered
into  any  such  alliances,  and  the  creation of such alliances cannot be
guaranteed.

The   Cablety  wire  management   system  is the  first  product we will be
marketing. The Cablety will be marketed through various channels including,
but not limited to,  value  added  re-sellers  (VARs),  original  equipment
manufacturers (OEMs) and internet sales.  We intend to target organizations
such as the government and the military.  VersaCase and Stable power supply
will be marketed to, and sold for, two specific PC  applications:  high-end
PC users,  such  as  automated  manufacturing  functions,  and  entry-level
servers.   We  intend  to  market  and sell  our products to non-profit and
commercial organizations, individuals, and OEMs.   OEM sales and licensing,
large corporate and government accounts, and large-volume VAR sales will be
managed by Unitrend's direct  sales  organization.    Sales  to  all  other
organizations will be through distributors.   We plan to establish a multi-
channel   distribution   network   that  will  allow  us  to  leverage  the
distributors who are strategically focused on offering value added products
and services to the computer industry.  Lastly, we will sell the VersaCase,
Stable power supply and future products directly to  end-users through  our
Internet site.  However, we will modify our distribution  plans as demanded
by the markets we  serve in  order to  maximize  efficiency  throughout all
channels of distribution.   We intend  to promote end-user demand, and will
support our sales efforts through a variety of marketing programs including
but not limited to:  trade and consumer advertising,  public relations, and
trade shows.

While our initial focus is the North American market, we plan to expand  to
Europe,  Asia/Pacific, and Latin America as opportunity  arises.  The  data
presented at the beginning of the business section illustrates the size  of
these market segments.

RESULTS OF OPERATIONS

Year Ended December 31, 2002 compared to Year Ended December 31, 2001

We had no net revenues  in the year ended December 31, 2002  ("2002") or in
the year ended December 31, 2001 ("2001").  Consequently, there was no cost
of revenues or gross profit in 2002 or 2001.

We incurred an operating loss of $998,775 in 2002, compared to an operating
loss of $396,542 in 2001, an increase  of $602,233.   The Company reached a
settlement agreement  in a  lawsuit and accrued payroll expense;  these are
the primary  reasons behind  the increase in our operating loss for 2002 as
compared to 2001.

The Company did not have research and development expenses  during 2002  or
2001.   We believe that  research and development expenses will increase as
we go forward due to a contract entered into with  New Product Innovations,
Inc. (NPI) to provide turnkey manufacturing of our product line.  NPI along
with  Fitch,  Inc.   will  complete  product  development,  obtain   agency
approvals, engage in product positioning and manufacturing development.  We
anticipate this spending to increase beginning in the first quarter of 2003
as we prepare  for the  final  product  development  and  production of the
Cablety, our first product due to reach the market in the second quarter of
2003.   There was no monies spent on tooling and dies in 2002 and 2001,  we
anticipate this to  increase as we move forward.   The total future tooling
commitments remaining as of December 31, 2002 totaled $365,295.

Selling, general and administrative expenses consist primarily of  salaries
and  related  costs  of  marketing  and  customer support activities, legal
services,   and  accounting  services,   information  technologies,   human
resources,  and executive expenses,  as well as costs associated with trade
shows, promotional activities,  advertising  and  public relations.   Legal
services  for  the  company  consisted  of  outside  attorney costs, filing
fees, dues and subscriptions and  new  and  ongoing  patent  and  trademark
filings  and prosecution costs.  Prosecution costs include those legal fees
directly associated  with the  process of obtaining patents  on  inventions
under the  control of  or  otherwise originating from the Company. Finance,
information technologies, human resources and  executive expenses consisted
of  expenses  relating  to   salaries,   information   systems   expansion,
professional  fees,   facilities   expenses  and  other  general  corporate
expenses.   Our  selling,  general and administrative expenses increased to
$998,755 in 2002 from $396,542 in 2001, an increase of 152%.    This change
was due primarily to an increase in payroll and  related  employee  benefit
costs of approximately $526,000 during the year  ended December 31, 2002 as
compared  to the  year ended  December 31, 2001.   The Company notified its
employees  on  January 1, 2001 that due to its financial condition, payroll
would  cease for an undetermined  amount  of time.    In 2002, the  Company
decided  that  payroll would   resume.    Another  increase   in  2002   of
approximately $307,500 in litigation settlement expense as compared to zero
in 2001 contributed to the increase in  selling, general and administrative
expenses.  The Company saw an increase in consulting expense of $25,000 due
to a contract the Company  entered into with an  outside firm that will use
its best efforts to  secure  necessary funding needed to meet the Company's
future financial obligations.    The  Company saw  significant decreases in
contract  labor,  professional  fees,  advertising  expense, rent  expense,
utilities expense and telephone expense of approximately  $88,000, $54,200,
$50,300, $57,600, $10,100 and $8,500, respectively as the Company continued
its efforts to cut costs to decrease the Company's need for cash. We expect
that selling,  general  and  administrative  expenses will increase in  the
future as we hire additional personnel, expand our operations domestically,
initiate  additional  marketing programs,  establish  sales offices in  new
locations and incur additional costs related to the growth of our  business
and our operations as a public company.

During 2002 and 2001, there were no stock options granted to  non-employees
under our 1999 Stock Option Plan.  As of December 31, 2002, 3,792,102 total
options remain exercisable by non-employee consultants at a strike price of
$0.50 each. Options to non-employee consultants were recorded as consulting
expenses and disclosed as selling,  general and administrative  expenses in
the Company's accompanying consolidated financial statement, using the fair
market value of the services rendered or the options granted on the date of
issuance.

Accrued payroll and related taxes  increased to  $982,808  at December  31,
2002  as compared to  $492,911 at December 31,  2001,  respectively.    The
Company notified its employees on January 1, 2001 that due to its financial
condition, payroll would cease for an undetermined amount of time. In 2002,
the Company decided that payroll would  resume.  Interest expense increased
to $52,182 in 2002 compared  to  $35,447 in 2001, an increase of 47%.   Our
increase  in  interest  expense  can  be attributed to interest incurred on
accounts payable.

Year Ended December 31, 2001 compared to Year Ended December 31, 2000

We  had no net revenues in the year ended December 31, 2001 ("2001") or  in
the  year ended December 31, 2000 ("2000"). Consequently, there was no cost
of revenues or gross profit in 2001 or 2000.

We incurred an operating loss of $396,542 in 2001, compared to an operating
loss  of  $1,239,727 in 2000, a decrease of $843,185.  The Company notified
its  employees  on  January  1, 2001 that due to its  financial  condition,
payroll would cease; this is the primary reason behind the decline  in  our
operating loss for 2001 as compared to 2000.

Research  and  development  expenses, which  were  expensed  as  they  were
incurred,  consist primarily of salaries and related expenses for personnel
engaged  in  engineering  and  development,  fees  paid  to  research   and
engineering consultants and outside service providers, costs for prototypes
and  test  units,  and  other expenses related to the design,  development,
testing and enhancements of VersaCase and our future products. Our research
and development expenses decreased to zero in 2001 from $21,035 in 2000,  a
decrease  of  100%.  This decrease was due to a consulting fee paid  during
2000 to an international product design and consulting firm to examine  the
Company's  products  for  possible improvement  suggestions  prior  to  the
commencement of full-scale production.

There  was a decline from $40,000 in 2000 to zero in 2001 spent on  tooling
and  dies  for  the  VersaCase.  This decrease is due  to  one  tool  being
launched in 2000 as opposed to no tools in 2001.  The total future  tooling
commitments remaining as of December 31, 2001 totaled $365,295.

Selling,  general and administrative expenses consist primarily of salaries
and  related  costs  of  marketing and customer support  activities,  legal
services,   and   accounting  services,  information  technologies,   human
resources,  and executive expenses, as well as costs associated with  trade
shows,  promotional  activities, advertising and  public  relations.  Legal
services  for  the  company consisted of salaries, filing  fees,  dues  and
subscriptions  and  new  and  ongoing  patent  and  trademark  filings  and
prosecution  costs.  Prosecution costs include those  legal  fees  directly
associated  with the process of obtaining patents on inventions  under  the
control  of or otherwise originating from the Company. Finance, information
technologies, human resources and executive expenses consisted of  expenses
relating  to  salaries, information systems expansion,  professional  fees,
facilities  expenses  and other general corporate expenses.   Our  selling,
general  and  administrative expenses decreased to $396,542  in  2001  from
$1,218,692 in 2000, a decrease of 67%.  This change was due primarily to  a
decrease  in  payroll and related employee benefit costs  of  approximately
$778,067  during the year ended December 31, 2001 as compared to  the  year
ended December 31, 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, officers'  insurance,
travel  expenses and computer supplies were approximately $31,000, $20,400,
$15,500,  10,900  and  $8,700, respectively as the  Company  continued  its
efforts  to cut costs to decrease the Company's need for cash.  During  the
year  ended  December 31, 2001 as compared to the year ended  December  31,
2000,  the  Company  incurred significant increases in contract  labor  and
advertising  of  $84,000 and $49,000, respectively.  These  increases  were
directly  related to the printing of prospectuses and publicity  affiliated
with the Company's SB-2 registration with the United States Securities  and
Exchange  Commission.  We expect that selling, general  and  administrative
expenses  will  increase  in  the future as we hire  additional  personnel,
expand our operations domestically, initiate additional marketing programs,
establish sales offices in new locations and incur additional costs related
to the growth of our business and our operations as a public company.

During 2001, there were no stock options granted to non-employees under our
1999 Stock Option Plan.    As of December 31, 2001, 3,792,102 total options
remain  exercisable by non-employee consultants at a strike price of  $0.50
each.  Options  to  non-employee consultants were  recorded  as  consulting
expenses  and disclosed as selling, general and administrative expenses  in
the Company's accompanying consolidated financial statement, using the fair
market value of the services rendered or the options granted on the date of
issuance.   During  2000, 218,270 options were cancelled  and  12,000  were
exercised.  We recognized no compensation expense to non-employees relating
to  options during 2001, compared to $11,844 in 2000, a decrease  of  100%.
We determined that the per share weighted average fair value of post-splits
stock options granted during 2000 was $0.50 on the date of grant.

Accrued  payroll  and related taxes decreased to $492,911 at  December  31,
2001  as  compared  to  $517,755 at December 31, 2000,  respectively.   The
Company notified its employees on January 1, 2001 that due to its financial
condition,  payroll would cease.  Interest expense decreased to $35,447  in
2001  compared to $39,006 in 2000, a decrease of 9%.  Our interest  expense
for 2001 was consistent with 2000.

Year Ended December 31, 2000 compared to Year Ended December 31, 1999

We  had no net revenues in the year ended December 31, 2000 ("2000") or  in
the  year ended December 31, 1999 ("1999"). Consequently, there was no cost
of revenues or gross profit in 2000 or 1999.

We  incurred  an  operating loss of $1,239,727  in  2000,  compared  to  an
operating  loss of $1,238,862 in 1999, an increase of $865.  Our  operating
loss for 2000 was consistent with 1999.

Research  and  development  expenses, which  were  expensed  as  they  were
incurred,  consist primarily of salaries and related expenses for personnel
engaged  in  engineering  and  development,  fees  paid  to  research   and
engineering consultants and outside service providers, costs for prototypes
and  test  units,  and  other expenses related to the design,  development,
testing and enhancements of VersaCase and our future products. Our research
and  development expenses increased to $21,035 in 2000 from $6,523 in 1999,
an increase of 222%.  This increase was due to a consulting fee paid during
2000 to an international product design and consulting firm to examine  the
Company's  products  for  possible improvement  suggestions  prior  to  the
commencement of full-scale production.

There  was  a  decline from $189,081 in 1999 to $40,000 in  2000  spent  on
tooling  and  dies for the VersaCase.  This decrease is due  to  six  tools
being  launched  in 1999 as opposed to only one tool in  2000.   The  total
future  tooling  commitments  remaining as of  December  31,  2000  totaled
$365,295.

Selling,  general and administrative expenses consist primarily of salaries
and  related  costs  of  marketing and customer support  activities,  legal
services,   and   accounting  services,  information  technologies,   human
resources,  and executive expenses, as well as costs associated with  trade
shows,  promotional  activities, advertising and  public  relations.  Legal
services  for  the  company consisted of salaries, filing  fees,  dues  and
subscriptions  and  new  and  ongoing  patent  and  trademark  filings  and
prosecution  costs.  Prosecution costs include those  legal  fees  directly
associated  with the process of obtaining patents on inventions  under  the
control  of or otherwise originating from the Company. Finance, information
technologies, human resources and executive expenses consisted of  expenses
relating  to  salaries, information systems expansion,  professional  fees,
facilities  expenses  and other general corporate expenses.   Our  selling,
general  and administrative expenses decreased to $1,218,692 in  2000  from
$1,232,339 in 1999, a decrease of 1%.  This change was due primarily to  an
89%  decrease  in  promotional  activities, advertising  activities  and  a
reduction in Internet expense.  These costs decreased due to the Company no
longer outsourcing the corporate website design and maintenance as of March
31,  2000.  By bringing the website in-house, we were able to significantly
reduce  associated costs as well as increase our control over updating  our
website  in  a  timely  fashion.   We  expect  that  selling,  general  and
administrative  expenses will increase in the future as we hire  additional
personnel,   expand   our  operations  domestically,  initiate   additional
marketing  programs,  establish sales offices in new  locations  and  incur
additional  costs related to the growth of our business and our  operations
as  a  public company.  Our professional fees increased to $170,146 in 2000
as  compared to $88,769 in 1999, an increase of 92%.  This increase is  due
to  professional  assistance directly relating to  the  Company's  numerous
filings  with  the United States Securities and Exchange  Commission.   The
Company  saw  decreases  of approximately $87,210  in  contract  labor  and
computer supplies during the year 2000 as compared to 1999.

During  2000,  78,102  stock options were granted to  non-employees  at  an
exercise  price of $0.50 each, under our 1999 Stock Option Plan.     As  of
December  31,  2000,  3,792,102  total options remain exercisable  by  non-
employee  consultants  at a strike price of $0.50  each.  Options  to  non-
employee consultants were recorded as consulting expenses and disclosed  as
selling,  general and administrative expenses in the Company's accompanying
consolidated  financial  statement, using the  fair  market  value  of  the
services  rendered or the options granted on the date of issuance.   During
2000,  218,270  options  were  cancelled and  12,000  were  exercised.   We
recognized  $11,844  of compensation expense to non-employees  relating  to
these  options  during  2000, compared to $7,868 in 1999,  an  increase  of
approximately 51%.  We determined that the per share weighted average  fair
value  of  post-splits stock options granted during 2000 was $0.50  on  the
date of grant.

Accrued  payroll  and related taxes increased to $517,755 at  December  31,
2000  as  compared to $14,922 at  December 31, 1999.  Since April 1,  2000,
the  employees  have agreed to defer compensation for their services  until
such  a  time  that  the  Company's cash flow deficiencies  are  satisfied.
Interest expense decreased to $39,006 in 2000 compared to $97,268 in  1999,
a  decrease  of  60%.   This  decrease in interest  expense  is  attributed
directly  to  our  President/majority stockholder forgiving  loans  to  the
Company  of $2,171,854 and  accrued  interest of $69,942 on March 31, 2000.
This was accounted for as contributed capital.


LIQUIDITY AND CAPITAL RESOURCES

From inception,  we have financed our  operations primarily through private
placements of equity securities,  which  provided aggregate net proceeds of
approximately $2,620,000 and net loans from founder received from inception
of $2,760,000.  At  December 31, 2002, our cash balance was $52. Since that
date,  we have  received  additional  proceeds from founder's loans and the
Company's cash position fluctuates.  The Company expects founder's loans to
continue funding the Company's operations  until the  time that  such loans
are not necessary.  The cash  requirement  needed  to  complete  production
tooling, infrastructure,  manufacturing  development  and  marketing of the
VersaCase  and  Stable  power supply is approximately  $4,200,000, of which
$365,295 was contractual  committed to as of  December 31, 2002.   The cash
requirement  needed  to   complete  production   tooling,   infrastructure,
manufacturing development  and marketing  of the  Cablety is  approximately
$36,000.  Final product development  of the Cablety  began in  January 2003
and production is scheduled for the second quarter 2003.  Production of the
Stable power supply and VersaCase could feasibly start in mid to late  2003
and  would  require  approximately  $5,000,000  to  begin  initial  ramp-up
production for a 90 day period.

Net cash used in operating activities for the years ended 2002 and 2001 was
$71,914 and $250,398, respectively. Our net cash flow provided by investing
activities was zero in 2002 and the cash flow used in investing  activities
in 2001 was $10,611 and relates primarily to  capitalized tooling costs and
other  equipment  purchased  and  sold.   Net cash  inflow  from  financing
activities was $71,731 in 2002 and $196,283 in 2001.

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  through  the
advancement of monies by its founder and through a private placement.   The
company has  enlisted the aid  of an  outside  consulting  firm  that  will
attempt  to  secure  the necessary funding needed to meet the new financial
obligations  associated with  the contract recently signed with New Product
Innovations,    Inc.   regarding   product   development  and    out-source
manufacturing.   While  funds  advanced and raised from the founder and the
outside  consulting  firm  may  enable  the  company  to  continue  product
development  and  commence  out-source 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.

NEW ACCOUNTING PRONOUNCEMENTS

In December, The Financial Accounting Standards  Board  issued Opinion  no.
148 - Accounting for Stock-Based Compensation.  This  Statement amends FASB
Statement No. 123,  Accounting  for  Stock-Based  Compensation, to  provide
alternative methods  of transition for a voluntary change to the fair value
based  method  of  accounting  for  stock-based  employee  compensation. In
addition,  this Statement  amends the  disclosure requirements of Statement
123 to require  prominent  disclosures in both annual and interim financial
statements   about  the  method  of  accounting  for  stock-based  employee
compensation and the effect of the method used on  reported results.  It is
effective for fiscal  years ending after  December 15, 2002 for  transition
guidance and annual disclosure provisions; for financial reports containing
financial statements for interim  periods beginning after December 15, 2002
for interim disclosure provisions.  Management is currently determining the
impact of this pronouncement on its financial statements and disclosures.



Item 7.   Financial Statements

                                UNITREND, INC.
                         (A Development Stage Company)

                                BALANCE SHEETS
                          December 31, 2002 and 2001


                                   ASSETS

                                                      (unaudited)  (unaudited)
                                                          2002         2001
CURRENT ASSETS
Cash                                                         $52         $235
                                                      ----------   ----------
PROPERTY AND EQUIPMENT, at cost
Land                                                      67,485       67,485
Building and improvements                                351,168      376,716
Furniture and fixtures                                    65,266       65,266
Computer equipment                                       151,055      151,055
Computer software                                         46,719       46,719
Automobiles                                               15,937       15,937
Tooling and dies under construction                    1,469,429    1,469,429
                                                      ----------   ----------
                                                       2,167,059    2,192,607
Less accumulated depreciation                           (273,925)    (267,016)
                                                      ----------   ----------
Net property and equipment                             1,893,134    1,925,591
                                                      ----------   ----------
OTHER ASSETS
Patent licensing costs,
   net of accumulated amortization                        24,942       27,058
Loan costs,
   net of accumulated amortization                           545        1,634
                                                      ----------   ----------
Total other assets                                        25,487       28,692
                                                      ----------   ----------
TOTAL ASSETS                                          $1,918,673   $1,954,518
                                                      ==========   ==========

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITES
Accounts payable                                        $624,954     $502,970
Current portion of note payable                          211,313      225,520
Accrued expenses                                       1,314,288      492,911
                                                      ----------   ----------
Total current liabilities                              2,150,555    1,221,401
                                                      ----------   ----------
NOTES PAYABLE - RELATED PARTIES                           99,145      251,303
                                                      ----------   ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, no par value                             3,795,598    3,557,503
Additional paid-in capital                             8,023,695    8,023,695
Deficit accumulated in the development stage         (12,150,321) (11,099,384)
                                                      ----------   ----------
Total stockholders' equity (deficit)                    (331,028)     481,814
                                                      ----------   ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)   $1,918,673   $1,954,518
                                                      ==========   ==========




                                 UNITREND, INC.
                          (A Development Stage Company)

                             STATEMENTS OF OPERATIONS
    For the Years Ended December 31, 2002, 2001, 2000 and for the period from
          the inception date of September 27, 1994 to December 31, 2002

<TABLE>
<CAPTION>
                                           (unaudited)      (unaudited)        (audited)          (unaudited)
                                           Year Ended       Year Ended       Year Ended       September 27, 1994
                                           December 31,     December 31,     December 31,    (Date of Inception)
                                               2002            2001             2000         to December 31, 2002
                                          --------------   --------------   --------------   --------------------
<S>                                       <C>              <C>              <C>              <C>
Sales                                     $           -    $           -    $           -    $               603

Research and
  development expenses                                -                -          (21,035)              (529,943)

Selling, general
  and administrative expenses                  (998,755)        (396,542)      (1,218,692)           (11,313,269)
                                          --------------   --------------   --------------   --------------------
Operating loss                                 (998,755)        (396,542)      (1,239,727)           (11,842,609)

Interest income                                       -              -                  -                  1,546

Interest expense                                (52,182)         (35,447)         (39,006)              (285,290)
                                          --------------   --------------   --------------   --------------------
Net loss before cumulative
  effect of change in
  accounting principle                       (1,050,937)        (431,989)      (1,278,733)           (12,126,353)

Cumulative effect of change
  in accounting principle                             -               -                 -                (23,968)
                                          --------------   --------------   --------------   --------------------
Net loss                                  $  (1,050,937)   $    (431,989)   $  (1,278,733)   $       (12,150,321)
                                          ==============   ==============   ==============   ====================
Basic and diluted loss per share:

Before cumulative effect of
  change in accounting
  principle                               $       (0.01)   $       (0.01)   $       (0.02)   $             (0.18)

Cumulative effect of change in
  accounting principle                                -                -                -                      -
                                          --------------   --------------   --------------   --------------------
Net loss                                  $       (0.01)   $       (0.01)   $       (0.02)   $             (0.18)
                                          ==============   ==============   ==============   ====================
Weighted average shares
 outstanding used to compute
 basic and diluted loss
 per share                                   70,371,770       69,895,580       69,456,336             66,927,991
                                          ==============   ==============   ==============   ====================
</TABLE>



                               UNITREND, INC.
                        (A Development Stage Company)

                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
           For the Years Ended December 31, 2002, 2001, 2000 and 1999
                                   (unaudited)


                                                           Deficit
                                                         Accumulated
                           Common Stock     Additional    During the
                         ----------------     Paid-in    Development
                        Shares      Amount    Capital       Stage      Total
                      ---------- ---------- ---------- ------------- ----------
BALANCE -
  DECEMBER 31, 1998   68,608,260  2,906,343  5,762,187   (8,054,078)    614,452

Sale of common stock
  for cash at $0.50
  per share from
  January 1 to
  June 30, 1999          770,320    385,160          -            -     385,160

Stock options issued
  on January 15,
  August 10,
  August 15, and
  November 29, 1999            -          -      7,868            -       7,868

Common stock issued
  for services at
  $2.00 per share
  on August 30, 1999       5,000     10,000          -            -      10,000

Net loss - 1999                -          -          -   (1,334,584) (1,334,584)
                      ---------- ---------- ---------- ------------- -----------

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 - 2001                -          -          -     (431,989)   (431,989)
                      ---------- ---------- ---------- ------------- -----------
BALANCE -
DECEMBER 31, 2001     69,895,580  3,557,503  8,023,695  (11,099,384)    481,814

Majority stockholder
  exercised options
  at $0.50 per share
  on January 22, 2002    476,190    238,095          -             -    238,095

Net loss - 2002                -          -          -   (1,050,937) (1,050,937)
                      ---------- ---------- ---------- ------------- -----------
BALANCE -
DECEMBER 31, 2002     70,371,770 $3,795,598 $8,023,695 $(12,150,321) $ (331,028)
                      ========== ========== ========== ============= ===========




                                  UNITREND, INC.
                           (A Development Stage Company)

                              STATEMENT OF CASH FLOWS
   For the Years Ended December 31, 2002, 2001, 2000 and for the period from the
            inception date of September 27, 1994 to December 31, 2002

<TABLE>
<CAPTION>
                                          (unaudited)   (unaudited)    (audited)        (unaudited)
                                                                                     September 27, 1994
                                          Year Ended    Year Ended    Year Ended     (Date Of Inception)
                                          December 31,  December 31,  December 31,      to December 31,
                                              2002          2001          2000               2002
                                        ------------  -------------  -------------     -------------
<S>                                     <C>           <C>            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                              $(1,050,937)  $   (431,989)  $ (1,278,733)     $(12,150,321)
                                        ------------  -------------  -------------     -------------

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               27,504         36,906         39,324           311,381
    Loss on disposal of property
     and equipment                             8,158          4,735              -            12,893
    Bad debt                                       -              -         34,008            42,157
    Accrued interest income                        -              -              -            (3,091)
    Common stock issued for services               -              -              -            10,000
  Increase in operating assets:
    Prepaid expenses                               -              -         19,830                 -
  Increase in operating liabilities:
    Accounts payable                         121,984        164,794         43,760           624,954
    Accrued expenses                         821,377        (24,844)       502,833         1,384,230
                                         ------------  -------------  -------------     -------------
    Total adjustments                        979,023        181,591        651,599         7,733,481
                                         ------------  -------------  -------------     -------------
  Net cash used in operating activities      (71,914)      (250,398)      (627,134)       (4,416,840)
                                         ------------  -------------  -------------     -------------


CASH FLOWS FROM INVESTING ACTIVITIES
  Payment for patent licensing costs               -              -              -           (31,723)
  Purchase of property and equipment               -           (330)       (78,221)       (2,210,464)
  Proceeds from sale of property and
   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)       (78,221)       (2,300,480)
                                         ------------  -------------  -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payment of loan costs                            -              -              -            (5,448)
  Loans from stockholder                      85,938        218,836        750,466         2,759,094
  Proceeds from note payable                       -              -              -           290,000
  Payment on note payable                    (14,207)       (22,553)       (16,151)          (78,687)
  Proceeds from sale of common stock
   and exercise of stock options                   -              -          6,000         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                                 71,731        196,283        740,315         6,717,372
                                         ------------  -------------  -------------     -------------

    Net increase (decrease) in cash             (183)       (43,504)        34,960                52

Cash - beginning of period                       235         43,739          8,779                 -
                                         ------------  -------------  -------------     -------------
Cash - end of period                     $        52   $        235   $     43,739      $         52
                                         ============  =============  =============     =============
SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION:
    Cash paid during the period
     Interest                            $    13,992   $     32,717   $     35,672      $    141,815

</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.
The President/Majority Stockholder also exercised 476,190 options to purchase
stock, during the year ended December 31, 2002, at a price of $0.50 per share
by forgiving debt of $238,095.

Item 8.   Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None

                                 PART III
Item 9.   Directors, Executive Officers and Key Employees

            Name            Age     Position with the Company

    Conrad  A.H. Jelinger   50      President, Chief Executive Officer,
                                    Chairman, interim CFO and Director
    Kathleen M. Farley      28      Executive Vice President
    Eric V. Jelinger        49      Director
    K. Dale Boley           33      Director
    Robert J. Hayes         46      Director
    Martha A. Moloney       64      Director
    Darryl Stolper          61      Director


Conrad A. H. Jelinger.

Conrad  A.H.  Jelinger is the founder of Unitrend and  has  been  Chairman,
President and CEO of the Company since its inception in 1996.  Mr. Jelinger
has  over  25  years of experience in the technical and computer  industry.
This  includes serving as President and CEO of Server Systems  Technologies
from September 1994 to April 1996.  Mr. Jelinger attended the University of
Toledo, where he studied Business Administration and International Finance.
He  also completed technical and electronics training while serving in  the
United States Navy.  Mr. Jelinger is one of our executive officers.

Kathleen M. Farley.

Kathleen  M.  Farley joined Unitrend in December 1996 as Marketing  Analyst
after  graduating  with a  Bachelor in Business Administration and majoring
in  Finance  and  Marketing  from  Ohio University.   In 1997, as  Director
of  Marketing,  Mrs. Farley brought Unitrend to Fall COMDEX.  Additionally,
in 1997, Mrs. Farley was appointed Investor Relations Specialist. In August
1999, Mrs. Farley was appointed Director of  Administration and in February
2000,  she  was  promoted  to Executive Vice President.  Mrs. Farley is one
of our executive officers.

Eric V. Jelinger.

Eric  V.  Jelinger has been a member of the Board of Directors  since  July
1999  and  was elected as Assistant Secretary of the Company in July  1999.
Eric  Jelinger is the brother of Conrad Jelinger.  Since June of 1994, Eric
Jelinger  has  been  a  vascular interventional radiologist  at  the  Joint
Township District Memorial Hospital in St. Mary's, Ohio.   In addition,  he
was  Vice  President and member of the Board of Server Systems Technologies
from  1994  to 1996.  Since January of 1999, he has also held the following
additional  business  positions: Managing  Member  of  Van  Hague  Elevator
Company  (a  business holding company), Managing Director of  Golden  Apple
Limited  (a real estate development company), and Managing Director  of  AP
Net Limited (an on-line tutorial company).  Since June of 1998, he has been
President  of  5171 CRA, Inc. (an aircraft rental company).  Eric  Jelinger
received  a B.A. from the University of Toledo in 1980 and a M.D. from  the
Medical  College of Ohio in 1985.  He completed his fellowship in  vascular
interventional radiology in 1991 at Georgetown University Hospital.

K. Dale Boley.

Dale  Boley  has been a member of the Board of Directors since  July  1999.
From  1992  to  October  of 1996, Mr. Boley was a  production  operator  at
Teleflex Automotive in Van Wert, Ohio.  From 1996 to 1997, Mr. Boley was  a
sales agent with Sharron Realty Associates in Van Wert, Ohio.  In addition,
since  January of 1999, Mr. Boley has been a Manager of Van Hague  Elevator
Company.   Mr. Boley attended Lima Technical College focusing on  computers
and received a P.C. in Microcomputers Sales and Marketing in 1991.

Robert J. Hayes.

Robert  J.  Hayes became a member of the Board of Directors in March  2000.
Mr. Hayes joined NPI in 2002 to enhance design efforts by ensuring seamless
integrations  of capabilities, expertise and resources with  manufacturers.
He  is  involved  in all phases of the NPI Process - from conceptualization
through   production  -  contributing  a  unique,  creative   approach   to
engineering  alternatives and solutions.  Prior to joining NPI,  Mr.  Hayes
directed  the  Product  Development  Group  including  Industrial   Design,
Mechanical  and  Electrical Engineering, for Fitch USA  where  his  project
involvement  included work for such companies as Amway, BioImage  (a  Kodak
company),  Ciba  Corning Diagnostics Corp., Compaq, Diebold,  Lear  Siegler
Seymour, Rubbermaid and Lionel.  He is named on numerous design and utility
patents.   Mr. Hayes holds a B.S. in Mechanical Engineering from  Cleveland
State University.

Martha A. Moloney.

Martha A. Moloney became a member of the Board of Directors in March  2000.
From  1972  to  1977, Ms. Moloney was Vice President and  Board  member  at
Steger Schowel, a restaurant supply distribution company.  Since 1990,  Ms.
Moloney  has  been  in  private practice while concurrently  serving  as  a
Counselor with Catholic Charities at numerous area hospitals.  Ms.  Moloney
holds  a B.A. in Psychology from Maryville University and a M.SW. From  St.
Louis University.

Darryl Stolper.

Darryl  Stolper  became a member of the Board of Directors in  March  2000.
From  1980  to the present, Mr. Stolper has worked at Paul Revere Secondary
School  where  he  is  department Chairman for, and  Teacher  of,  American
History.   A  historian  and  writer, Mr. Stolper  has  been  published  in
numerous periodicals including Reel West and Blues Unlimited.  Mr.  Stolper
is recognized as an authority in music recording history, and has served as
a  consultant  to Rhino Records and provided expert testimony  in  numerous
legal  cases.  Since 1985, Mr. Stolper has served as an elected  member  of
the Pacific Palisades, California Board of Governors.  Mr. Stolper holds  a
B.A.  in  Physical Anthropology and American History from California  State
University,  Northridge  and  M.A.  in  American  Studies  from  Pepperdine
University.

Item 10.  Executive Compensation

The following table shows compensation for each person who served in the
capacity of Chief Executive Officer during the years set forth and any
other executive who earned a total of more than $100,000 in compensation in
such years.

                                                       Number
                                                     of shares
Name and                                             Underlying  Other Annual
Principal Position        Year     Salary     Bonus   Options    Compensation
------------------------------------------------------------------------------
Conrad A.H. Jelinger      2002     $    --    $ --     23,810         $--
CEO, President,           2001          --      --         --          --
Chairman, interim CFO     2000      44,793      --    500,000          --


Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the ownership
of  the Company's shares of  common stock as of March 31, 2003, by (i) all
those known by  the Company to be beneficial owners of more than 5% of its
common stock; (ii) all Directors; and (iii)  all Officers and Directors of
the Company as a group.  Unless otherwise indicated, each of the
stockholders has sole voting and investment power with respect to the
common stock beneficially owned.

                                            Beneficial Ownership
                                            --------------------
Stockholder                           Number of shares       Percent (1)
-----------                           ----------------       -----------

Conrad A.H. Jelinger                    45,367,740(2)           57.3%
 4665 West Bancroft St.
 Toledo, OH  43615

Eric V. Jelinger                         7,750,000               9.8%
 4665 West Bancroft
 Toledo, OH  43615

K. Dale Boley                              230,000               0.3%
 4665 West Bancroft
 Toledo, OH  43615

Martha Moloney                             895,800(3)            1.1%
 4665 West Bancroft
 Toledo, OH  43615

Darryl Stolper                               5,200                 *
 4665 West Bancroft
 Toledo, OH  43615

Kathleen M. Farley                       1,428,334(4)            1.8%
 4665 West Bancroft
 Toledo, OH  43615


Total for Officers and Directors        55,677,074              70.4%

   (1)  Percentages are calculated to include all outstanding securities and
        securities deemed outstanding pursuant to Rule 13d-3 (d)(1) under the
        Securities Exchange Act of 1934.

   (2)  Total includes 23,810 options that are fully vested and subject to
        exercise.

   (3)  Total includes 800,000 options that are fully vested and subject to
        exercise.

   (4)  Total includes 1,333,334 options that are fully vested and subject to
        exercise.

Item 12.  Certain Relationships and Related Transactions

None

Item 13.  Exhibits and Reports on Form 8-K

     (a)  List of Exhibits
          99.  Additional Exhibits
          Exhibit 99.1  Certification Under Section 906 of Sarbanes-Oxley
                        Act of 2002

Exhibit
Number                                Document
--------------------------------------------------------------------------------
2.1     Articles of Merger for the Merger of Unitrend, Inc., and Server
        Systems Technologies, Inc.  (incorporated by reference from the
        Company's Form 10-12B filed March 30, 2000)
2.2     Articles of Merger for the Merger of Unitrend, Inc., an Ohio
        corporation, and Unitrend, Inc., a Nevada corporation.
        (incorporated by reference from the Company's Form 10-12B filed
        March 30, 2000)
3.1     Articles of Incorporation of Unitrend, Inc. and Amendments.
        (incorporated by reference from the Company's Form 10-12B filed
        March 30, 2000)
3.2     By-Laws of Unitrend, Inc..  (incorporated by reference from the
        Company's Form 10-12B filed March 30, 2000)
4.1     Lock-up Agreement between Unitrend, Inc. and Eric Jelinger.
        (incorporated by reference from the Company's Form 10-12B filed
        March 30, 2000)
10.1    1999 Equity Incentive Plan.  (incorporated by reference from the
        Company's Form 10-12B filed March 30, 2000)
10.2    Form Stock Option Agreement (Employee).  (incorporated by
        reference from the Company's Form 10-12B filed March 30, 2000)
10.3    Form Stock Option Agreement (Non-Employee/Non-Qualified).
        (incorporated by reference from the Company's Form 10-12B filed
        March 30, 2000)
10.4    Cash Incentive Plan.  (incorporated by reference from the
        Company's Form 10-12B filed March 30, 2000)
10.5    Employment Agreement, Non-compete Agreement and Trade Secret
        Agreement  between the Company and Conrad A.H. Jelinger
        (incorporated by reference from the Company's Form 10-12B filed
        March 30, 2000)
10.6    Employment Agreement, Non-compete Agreement and Trade Secret
        Agreement  between the Company and Kathleen M. Novak
        (incorporated by reference from the Company's Form 10-12B filed
        March 30, 2000)
10.8    Option Agreements between the Company and Kathleen M. Novak
        (incorporated by reference from the Company's Form 10-12B filed
        March 30, 2000)
10.10   Option Agreements between the Company and Martha Moloney
        (incorporated by reference from the Company's Form 10-12B filed
        March 30, 2000)
10.11   Promissory Note for the purchase of the property located at 4665
        W. Bancroft, Toledo, Ohio  (incorporated by reference from the
        Company's Form 10-12B filed March 30, 2000)
10.12   Mortgage for the property located at 4665 W. Bancroft, Toledo,
        Ohio  (incorporated by reference from the Company's Form 10-12B
        filed March 30, 2000)
10.13   Promissory Note from the Company given to Conrad Jelinger for the
        year ending 1998  (incorporated by reference from the Company's
        Form 10-12B filed March 30, 2000)
10.14   Promissory Note from the Company given to Conrad Jelinger for the
        year ending 1999  (incorporated by reference from the Company's
        Form 10-12B filed March 30, 2000)
10.15   Joint Venture Agreement between Unitrend, Inc., and Jon
        Osborne(incorporated by reference from the Company's Form 10-12B
        filed March 30, 2000)
10.16   Promissory Note given to the Company from Osborne Manufacturing,
        for the year ending 1998  (incorporated by reference from the
        Company's Form 10-12B filed March 30, 2000)
10.17   Promissory Note given to the Company from Osborne Manufacturing,
        for the year ending 1999  (incorporated by reference from the
        Company's Form 10-12B filed March 30, 2000)


                                SIGNATURES

Pursuant to the requirements of Section 15(d) of the Securities Exchanges
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                              UNITREND, INC.


Date:  March 28, 2003      By: /S/ Conrad A.H. Jelinger
                               ________________________________________
                               Conrad A.H. Jelinger, President,
                               Chief Executive Officer, Chairman,
                               interim CFO and Director
                              (Duly Authorized representative)

Pursuant to the requirements of the Securities Exchange Act of 1934,this
report has been signed below by the following persons in the capacities
and on the dates indicated.


/S/ Conrad A.H. Jelinger
_____________________________
Conrad A.H. Jelinger,
President, Chief Executive Officer,
Chairman, interim CFO and Director
(Principal Executive and Financial Officer)

Date:  March 28, 2003


/S/ Eric V. Jelinger                 /S/ K. Dale Boley
_____________________________        _____________________________
Eric V. Jelinger,                    K. Dale Boley,
Director                             Director

Date:  March 28, 2003                Date:  March 28, 2003


                                     /S/ Martha A. Moloney
_____________________________        _____________________________
Robert J. Hayes,                     Martha A. Moloney,
Director                             Director

Date:                                Date:  March 28, 2003



_____________________________
Darryl Stolper,
Director

Date: