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, 2001

[_]  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 __   No _X_

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:  $ 117,727,197 as of
August 13, 2002.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of August 13, 2002:              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.  and  its majority-owned subsidiary, Osborne  Manufacturing
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.  or
Osborne Manufacturing, 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 VersaCaser computer enclosure early 2003. 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 first  product
which  is  designed to accomplish this aim is the highly modular  VersaCase
computer  enclosure.  Unitrend's current goal is to establish VersaCase  as
the  industry  standard  for  open architecture computer  enclosures  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 a computer  power
supply  unit  that  greatly  enhances the energy  performance  and  cooling
operations  inside a computer case.  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
VersaCase computer enclosure, but have presently placed five units  in  the
field for testing.

We  have  several  agreements  with nationally  known  suppliers  who  have
successful  long-term  operating histories  as  manufacturers/providers  of
component parts for the computer industry.

The  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 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 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 four people, and expects to grow to approximately  to  25
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  trademarks  and
service  marks.   The VersaCase patent alone was valued  at  $9,478,000  by
Robinwood  Consulting, an independent firm experienced in the valuation  of
intellectual property.  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  computer industry has experienced remarkable growth in the  past,  but
during  2001  this worldwide 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.  Domestic PC sales are expected to  decrease
to 41 million units and worldwide PC sales are projected to increase to 133
million   units  during  2002  according  to  Gartner  Group   projections.
Worldwide PC sales are expected to reach over 215 million units by the year
2005.   Even though sales have slowed, the company believes that  worldwide
PC  sales  will increase in the coming years because of the replacement  of
outdated  units.  In 2002, end of life cycle issues, rather than technology
innovations,  will  be  the  major reason for  upgrading  and/or  replacing
existing   PCs.    Enterprises  will  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.

Contrary  to  the  PC market, the PC server market grew at  a  rapid  pace.
According to market researcher eTForecasts, 1999 worldwide server shipments
reached  3.7  million units.  The worldwide PC server market  continues  to
grow at an even more rapid pace than the domestic market.  IDC reports that
rack-mount optimized server shipments jumped almost 138%, igniting  revenue
growth  of  87%  year-on-year for the first quarter of  2001  (IDC  release
6/13/01).

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 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).

UNITREND SOLUTION

We  believe Unitrend is well positioned to offer solutions to many  of  the
issues  listed above.  VersaCase was designed with these factors  in  mind,
resulting   in  a  product  that  addresses  all  four  areas:  true   open
architecture;  complete accessibility; rapid upgrade and  maintenance;  and
creative scalability.

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 internal 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.  In effect, every minute saved by VersaCase
buys  back two minutes of user and technical support time.  The total  cost
of  ownership  for  a computer built with VersaCase is greatly  reduced  by
allowing  individual  components to be upgraded.  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 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.

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

COMPETITION

We will compete in the computer enclosure market, initially focusing on the
high-end PC and entry-level server segments.  The computer enclosure market
is  intensely competitive.  Within the enclosure market, we will  encounter
competition  primarily  from  large domestic  enclosure  manufacturers  and
distributors such as California P.C. Products, American Portwell and Antec.
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.   No  one,  however, has designed or  introduced  a  model  that
delivers  all  the  scalable and versatile technology  that  the  VersaCase
offers.

We  will  also  encounter  strong competition from  international  computer
enclosure  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:   Chung
Long  Metal  Co.,  Ltd.;  Karrie Industrial Co. Ltd.;  Leadertech  Systems;
Everfit Computer Supply; and Evergreat Group.

The  VersaCase  is  more  expensive to purchase than  traditional  computer
enclosures,  with  a retail price around $400.  This price  is  competitive
when  compared  to higher-end rack mount servers.  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  a  file  server, disk array, or jukebox.   Further,  non-
proprietary components can be used to configure a computer for  a  specific
application, and possibly achieve lower operating costs.

There  can  be no assurance that we will be able to compete effectively  in
this  marketplace.  While unit cost and actual pricing is being established
for  the product, there is no production and sales history to determine the
accuracy  of  these  figures.  Therefore, it is not possible  to  determine
whether   we   can  effectively  compete  with  other  computer   enclosure
manufacturers on price alone.  An inability to compete with other  computer
enclosure  manufacturers  would adversely affect  our  business,  financial
condition, and results of operations.

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 both the  Unitrend  and
VersaCase  brands.  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  VersaCase  computer
enclosure is the first product that we are marketing.  We will continue  to
build  equity  in the brand by promoting the unique and patented  VersaCase
features via multiple mediums to diverse market segments.

VersaCase  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 original equipment manufacturers
(OEMs).   OEM sales and licensing, large corporate and government accounts,
and  large-volume  value added re-seller (VAR) sales  will  be  managed  by
Unitrend's  direct  sales organization.  Sales to all  other  organizations
will  be  through  distributors.  We are in the process of  establishing  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
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.

PRODUCT


VersaCase is our flagship 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.
Jelinger.  We will look for a skilled work force imbued with a strong  work
ethic  and moderate wage scale for the manufacturing process.  In addition,
principal  suppliers  have been selected based on  experience  and  pricing
considerations.

Key  Suppliers.   We  will  use a large national  metals  company  that  is
established,  well-known  and respected in the computer  industry,  as  our
major  vendor.  They will produce the VersaCase chassis through a hard-tool
process,  and will apply the interior rails and feet to the bottom  of  the
unit. The vendor also will have the ability to  customize  parts with soft-
tool applications.

Fulton  Industries of Wauseon, Ohio will produce the small steel components
that will be used in the VersaCase.  Fulton Industries offers over 75 years
experience in this market.

Adept  Mold  of Detroit, Michigan has been selected to supply  the  plastic
components  for  the  VersaCase.  Similar to the other vendors,  Adept  was
selected  based  on its location, price, competitive service,  and  molding
expertise.

We intend to establish a comprehensive quality control system and will seek
ISO  9000  compliance from the International Standards  Organization.   Our
intent  is  to  base our quality control program around preventative  logic
rather than a detection philosophy and practice.  This will be accomplished
by  establishing  a rigorous inspection protocol at each assembly  station.
Documentation   will  be  accomplished  by  computer-generated   evaluation
methodologies.

RESEARCH AND DEVELOPMENT

Apart  from tooling costs of $1,469,429, as of December 31, 2001,  we  have
invested $529,943 in research and development.  To date, our primary  focus
has  been  the development of the VersaCase.  We are developing accessories
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 four 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


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


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 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.  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 2002  and  2003 as  we  ramp up for  production and  sales of our
VersaCase product.  As of December  31, 2001, we had an accumulated deficit
in the development stage of approximately $11,099,384. At December 31, 2001
we had  available  net  operating  loss  carry  forwards  of  approximately
$5.6 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 $3,411,203  needed  to  complete
tooling,  and  for  various marketing activities  provided  by  Fitch  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.   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.  This decrease is due to six tools being
launched in 1999 as opposed to only one tool in 2000 and no tools in 2001.

The  Company  has  applied for 14 patents with respect to its  products  of
which  six 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 tits ideas and  it
s  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.  At the present time, the design of the VersaCase is complete and
the  Company has produced several working prototypes.  The tools  and  dies
necessary to manufacture this product 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 produce  the  "hard"
tooling  which will enable the Company to go into full-scale production  of
the VersaCase product.  As more expertise has been required to complete the
Company's  products  and  to  go into production,  the  Company  has  hired
additional   staff.   Obviously,  as  the  VersaCase  product  has   neared
completion, it has been 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 VersaCase computer enclosure system to businesses specializing
in  providing remote server-related services and larger entities which  own
onsite server-based network equipment. We expect that substantially all  of
our  revenue  through  the  fourth quarter of 2002  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.

While  computer case sales are generally not affected by seasonality, sales
fluctuations  may  be  tracked by changes in computer  standards  as  those
changes  relate  to the layout of components within computer  cases.  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.  Our  notion  that  we  can
develop such strategic relationships stems from the idea that entities with
a  vested  interest in computer components used inside computer  enclosures
will  profit  from  the perpetuation of open architecture  in  server-based
computer  network  equipment. To date, we have not entered  into  any  such
alliances, and the creation of such alliances cannot be guaranteed.

We  plan to initially sell and distribute the VersaCase to 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 original  equipment
manufacturers  (OEMs).  OEM  sales  and  licensing,  large  corporate   and
government  accounts,  and large-volume value added re-seller  (VAR)  sales
will  be managed by the company's direct sales organization. Sales  to  all
other organizations will be through distributors. We are in the process  of
establishing  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  and  future  products directly  to  end-users  through  our
Internet  site. 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, 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.


Year Ended December 31, 1999 compared to Year Ended December 31, 1998

We  had no net revenues in the year ended December 31, 1999 ("1999") or  in
the  year ended December 31, 1998 ("1998"). Consequently, there was no cost
of revenues or gross profit in 1999 or 1998.

We  incurred  an  operating loss of $1,238,862  in  1999,  compared  to  an
operating loss of $1,013,776 in 1998, an increase of 22%.  The increase  in
operating  losses  is  attributable  to  increased  salaries  from   hiring
additional  full-time  and part-time employees and increases  in  wages  to
existing  employees as well as additional costs of outside consultants  and
companies  hired  by  the  Company to aid in its marketing  and  production
efforts.

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 $6,523 in 1999 from $206,956 in 1998,

a  decrease  of 97%.  This decrease is due to the finalization in  1998  of
many design elements of our initial products as we prepare to produce those
products.   We  believe that research and development is  critical  to  our
strategic product development objectives and intend to enhance our products
and technology to meet the changing requirements of the market demand.

There was a decline from $1.1 million in 1998 to $189,081 in 1999 spent  on
tooling  and  dies for the VersaCase.  This decrease was due to thirty-five
tools  being  launched in 1998 as opposed to only six tools  in  1999.   In
1998, most component designs were finalized; therefore purchase orders were
submitted for those tools.  The tooling commitments as of December 31, 1999
total $405,295.

Selling,  general and administrative expenses consist primarily of salaries
and  related  costs  of  marketing and customer support  activities,  legal
services,  and  finance,  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 increased to $1,232,339 in 1999 from  $806,820  in
1998,  an  increase of 53%.  This increase was due to salaries from  hiring
additional  full-time  and part-time employees and increases  in  wages  to
existing  employees as well as additional costs of outside consultants  and
companies  hired  by  the  Company to aid in its marketing  and  production
efforts.

Our  prosecution costs decreased to $1,980 in 1999 from $2,208 in  1998,  a
decrease  of  10%.   This  decrease is reflective  of  the  typically  more
significant initial costs associated with the pursuit of patent protection.

During  1999,  stock  options  were issued to employees  and  certain  non-
employee consultants, which were formalized in writing under our 1999 Stock
Option  Plan. As of December 31, 1999, 3,944,270 total options were granted
to 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.   We
recognized  $7,868  of  compensation expense to non-employees  relating  to
these options during 1999, compared to $55,316 in 1998, a decrease of  86%.
This  decrease in compensation expense relating to options granted to  non-
employees  results  from  the issuance of 639,730  fewer  options  in  1999
compared  to 1998.  We determined that the per share weighted average  fair
value  of  post-splits stock options granted during 1999 was $0.50  on  the
date of grant.

Interest expense increased to $97,268 in 1999 compared to $61,387 in  1998,
an  increase  of  58%.   This increase in interest expenses  is  attributed
directly  to  notes payable to the founder, issued in 1998 and 1999,  which
have  an  interest rate calculated as the prime rate on the first  business
day  of  the  year, payable in ten equal annual installments after  we  are
profitable for one year.    This note was forgiven by the founder in March,
2000.

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 $2,670,000.  At December 31, 2001, our cash balance was $235. 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  related  products  is approximately  $4,200,000,  of  which
$365,295  was contractual committed to as of December 31, 2001.  Production
could  feasibly start early 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 2001 and 2000 was
$250,398  and  $627,134,  respectively.  Our  net  cash  flow  provided  by
investing  activities  was  $10,611 in 2001  and  the  cash  flow  used  in
investing  activities  in  2000  was  $78,221  and  relates  primarily   to
capitalized tooling costs and other equipment purchased and sold. Net  cash
inflow from financing activities was $196,283 in 2001 and $740,315 in 2000.

Our   future  capital  requirements  will  depend  upon  numerous  factors,
including the amount of revenues generated from operations, the cost of our
sales  and  marketing  activities and the  progress  of  our  research  and
development activities, none of which can be predicted with certainty.   In
December, 2000, the company filed an SB-2 registration statement  with  the
Securities and Exchange Commission to register 4,000,000 shares  of  common
stock,  at  $10.00 per share in a "Best Efforts" offering.  The filing  was
declared  effective on December 28, 2000.  The purpose of the offering  was
to  raise  sufficient funds to enable the company to commence manufacturing
of  its  VersaCase  product.   Ultimately,  the  company  did  not  receive
sufficient subscriptions to enable to commence manufacturing operations and
the offering terminated with all funds returned to subscribers.  Currently,
the  company  plans  to  raise sufficient funds to  commence  manufacturing
through  the  advancement of monies by its founder.  While  funds  advanced
from  the  founder  may  enable the company to commence  manufacturing,  we
cannot be certain that the founder will continue to fund our capital needs.
Consequently,  we  may seek additional funding during the  next  24  months
through  a  post  effective amendment to the SB-2  registration  statement.
There  can  be no assurance that any additional financing will be available
on  acceptable terms, if required. Moreover, if additional financing is not
available,  we could be required to reduce or suspend our operations,  seek
an  acquisition  partner or sell securities on terms  that  may  be  highly
dilutive  or otherwise disadvantageous to existing investors, or  investors
purchasing  stock  offered in the anticipated secondary  offering.  In  the
event that neither of the capital-raising mechanisms described above result
in  timely  usable proceeds to the Company, 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 March 2002,the Accounting Standards Executive Committee issued Statement
of Position (SOP) 01-6  "Accounting by Certain Entities (Including Entities
with Trade Receivables)  That Lend to or Finance the Activities of Others."
This  SOP  clarifies  certain disclosures of companies' accounting policies
concerning  trade  receivables and other lending activities,  which will be
required  for fiscal years beginning after December 15, 2001.   The Company
will adopt this SOP on October 1, 2002.

In  April 2002,  the  FASB  issued  Statement  No. 145,  Rescission of FASB
Statements  No.  4,  44,  and 64,  Amendment of FASB Statement  No. 13, and
Technical Corrections.   Statement  145 updates,  clarifies, and simplifies
existing accounting pronouncements.   Statement 145 rescinds FASB Statement
No. 4,  Reporting  Gains  and Losses from  Extinguishment  of  Debt,  which
required a company to  aggregate and,  if material,  classify all gains and
losses from a debt extinguishment as an extraordinary item,  net of related
income tax effect.  Statement  145 also rescinds Statement 44  dealing with
motor carriers. Statement 145 also amends FASB Statement No. 13, Accounting
for Leases,  to  require that  a  company use sale-leaseback accounting for
certain lease modifications  that  have economic effects similar  to  sale-
leaseback transactions.   Statement 145 as  it relates to the rescission of
Statement 4  is effect for fiscal years beginning after May 15, 2002,  with
earlier application encouraged.   All other provisions of Statement 145 are
effective  for  transaction  or  financial  statement  issued  on  or after
May 15,2002. The Company does not expect the adoption of this pronouncement
to have any effect on the Company's financial statements.

The  Financial  Accounting  Standards  Board  (FASB)  has  issued Statement
No. 146, Accounting for Costs Associated with Exit  or  Disposal Activities
in July 2002. The standard requires companies to recognize costs associated
with exit  or disposal activities when they are incurred rather than at the
date of a commitment to an exit or disposal plan.  Example of costs covered
by  the  standard  include  lease  termination  costs  and certain employee
severance  costs that are  associated with  a  restructuring,  discontinued
operation,  plant closing,  or  other exit or disposal activity.  Statement
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002.   The Company does not expect the adoption of this
pronouncement to have any effect on the Company's financial statements.


Item 7.   Financial Statements

                         UNITREND, INC. AND SUBSIDIARY
                         (Development Stage Companies)

                          CONSOLIDATED BALANCE SHEETS
                          December 31, 2001 and 2000


                                   ASSETS

                                                      (unaudited)   (audited)
                                                          2001         2000
CURRENT ASSETS
Cash                                                        $235      $43,739
                                                      ----------   ----------
PROPERTY AND EQUIPMENT, at cost
Land                                                      67,485       67,485
Building and improvements                                376,716      376,385
Furniture and fixtures                                    65,266       83,115
Computer equipment                                       151,055      151,064
Computer software                                         46,719       46,719
Automobiles                                               15,937       15,937
Tooling and dies under construction                    1,469,429    1,469,429
                                                      ----------   ----------
                                                       2,192,607    2,210,134
Less accumulated depreciation                           (267,016)    (235,248)
                                                      ----------   ----------
Net property and equipment                             1,925,591    1,974,886
                                                      ----------   ----------
OTHER ASSETS
Patent licensing costs,
   net of accumulated amortization                        27,058       28,924
Loan costs,
   net of accumulated amortization                         1,634        2,724
                                                      ----------   ----------
Total other assets                                        28,692       31,648
                                                      ----------   ----------
TOTAL ASSETS                                          $1,954,518   $2,050,273
                                                      ==========   ==========

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITES
Accounts payable                                        $502,970     $338,176
Current portion of note payable                          225,520      248,073
Accrued expenses                                         492,911      517,755
                                                      ----------   ----------
Total current liabilities                              1,221,401    1,104,004
                                                      ----------   ----------
NOTES PAYABLE - RELATED PARTIES                          251,303       32,466
                                                      ----------   ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, no par value                             3,557,503    3,557,503
Additional paid-in capital                             8,023,695    8,023,695
Deficit accumulated in the development stage         (11,099,384) (10,667,395)
                                                      ----------   ----------
Total stockholders' equity (deficit)                     481,814      913,803
                                                      ----------   ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)   $1,954,518   $2,050,273
                                                      ==========   ==========




                          UNITREND, INC. AND SUBSIDIARY
                          (Development Stage Companies)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Years Ended December 31, 2001, 2000, 1999 and for the period from
          the inception date of September 27, 1994 to December 31, 2001

<TABLE>
<CAPTION>
                                           (unaudited)       (audited)        (audited)          (unaudited)
                                           Year Ended       Year Ended       Year Ended       September 27, 1994
                                           December 31,     December 31,     December 31,    (Date of Inception)
                                               2001            2000             1999         to December 31, 2001
                                          --------------   --------------   --------------   --------------------
<S>                                       <C>              <C>              <C>              <C>
Sales                                     $           -    $           -    $           -    $               603

Research and
  development expenses                                -          (21,035)          (6,523)              (529,943)

Selling, general
  and administrative expenses                  (396,542)      (1,218,692)      (1,232,339)           (10,314,514)
                                          --------------   --------------   --------------   --------------------
Operating loss                                 (396,542)      (1,239,727)      (1,238,862)           (10,843,854)

Interest income                                       -              -              1,546                  1,546

Interest expense                                (35,447)         (39,006)         (97,268)              (233,108)
                                          --------------   --------------   --------------   --------------------
Net loss before cumulative
  effect of change in
  accounting principle                         (431,989)      (1,278,733)      (1,334,584)           (11,075,416)

Cumulative effect of change
  in accounting principle                             -               -                 -                (23,968)
                                          --------------   --------------   --------------   --------------------
Net loss                                  $    (431,989)   $  (1,278,733)   $  (1,334,584)   $       (11,099,384)
                                          ==============   ==============   ==============   ====================
Basic and diluted loss per share:

Before cumulative effect of
  change in accounting
  principle                               $       (0.01)   $       (0.02)   $       (0.02)   $             (0.17)

Cumulative effect of change in
  accounting principle                                -                -                -                      -
                                          --------------   --------------   --------------   --------------------
Net loss                                  $       (0.01)   $       (0.02)   $       (0.02)   $             (0.17)
                                          ==============   ==============   ==============   ====================
Weighted average shares
 outstanding used to compute
 basic and diluted loss
 per share                                   69,895,580       69,456,336       69,059,567             67,064,092
                                          ==============   ==============   ==============   ====================
</TABLE>



                          UNITREND, INC. AND SUBSIDIARY
                          (Development Stage Companies)

             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
               For the Years Ended December 31, 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
                      ========== ========== ========== ============= ===========




                           UNITREND, INC. AND SUBSIDIARY
                           (Development Stage Companies)

                       CONSOLIDATED STATEMENT OF CASH FLOWS
   For the Years Ended December 31, 2001, 2000, 1999 and for the period from the
            inception date of September 27, 1994 to December 31, 2001

<TABLE>
<CAPTION>
                                          (unaudited)    (audited)     (audited)        (unaudited)
                                                                                     September 27, 1994
                                          Year Ended    Year Ended    Year Ended     (Date Of Inception)
                                          December 31,  December 31,  December 31,      to December 31,
                                              2001          2000          1999               2001
                                        ------------  -------------  -------------     -------------
<S>                                     <C>           <C>            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                               $  (431,989)  $ (1,278,733)  $ (1,334,584)     $(11,099,384)
                                        ------------  -------------  -------------     -------------

Adjustments to reconcile net loss to
   net cash used in operating activities:
    Change in accounting principle                 -              -              -            23,968
    Options issued for services                    -         11,844          7,868         5,326,989
    Depreciation & amortization               36,906         39,324         35,265           283,877
    Loss on disposal of property
     and equipment                             4,735              -              -             4,735
    Bad debt                                       -         34,008          8,149            42,157
    Accrued interest income                        -              -         (1,545)           (3,091)
    Common stock issued for services               -              -         10,000            10,000
  Increase in operating assets:
    Prepaid expenses                               -         19,830              -                 -
  Increase in operating liabilities:
    Accounts payable                         164,794         43,760       (210,181)          502,970
    Accrued expenses                         (24,844)       502,833        (41,675)          562,853
                                         ------------  -------------  -------------     -------------
    Total adjustments                        181,591        651,599       (192,119)        6,754,458
                                         ------------  -------------  -------------     -------------
  Net cash used in operating activities     (250,398)      (627,134)    (1,526,703)       (4,344,926)
                                         ------------  -------------  -------------     -------------


CASH FLOWS FROM INVESTING ACTIVITIES
  Payment for patent licensing costs               -              -        (31,723)          (31,723)
  Purchase of property and equipment            (330)       (78,221)      (263,809)       (2,210,464)
  Proceeds from sale of property and
   equipment                                  10,941              -              -            10,941
  Loans to related parties                         -              -              -           (18,191)
  Loans to other entities                          -              -          7,000           (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)      (288,532)       (2,300,480)
                                         ------------  -------------  -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payment of loan costs                            -              -              -            (5,448)
  Loans from stockholder                     218,836        750,466      1,545,323         2,673,156
  Proceeds from note payable                       -              -              -           290,000
  Payment on note payable                    (22,553)       (16,151)       (16,110)          (64,480)
  Proceeds from sale of common stock
   and exercise of stock options                   -          6,000        292,910         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                                196,283        740,315      1,822,123         6,645,641
                                         ------------  -------------  -------------     -------------

    Net increase (decrease) in cash          (43,504)        34,960          6,888               235

Cash - beginning of period                    43,739          8,779          1,891                 -
                                         ------------  -------------  -------------     -------------
Cash - end of period                     $       235   $     43,739   $      8,779      $        235
                                         ============  =============  =============     =============
SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION:
    Cash paid during the period
     Interest                            $    32,717   $     35,672   $     26,298      $    127,823

</TABLE>

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:

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

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   49      President, Chief Executive Officer,
                                    Chairman, interim CFO and Director
    Kathleen M. Farley      27      Executive Vice President
    Aaron C. Wood           32      Chief Operating Officer
    Eric V. Jelinger        48      Director
    K. Dale Boley           32      Director
    Robert J. Hayes         43      Director
    Martha A. Moloney       63      Director
    Darryl Stolper          60      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  B.B.A.  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. Farely was  appointed
Director  of  Administration and in February  2000,  she  was  promoted  to
Executive Vice President.  Mrs. Farley is one of our executive officers.

Aaron C. Wood

Aaron  C.  Wood joined Unitrend in September 1999 as Assistant  to  General
Counsel.   In  February,  2001,  Mr. Wood  was  appointed  Chief  Operating
Officer.  From 1988 to 1998, Mr. Wood held numerous operations positions in
the  Sedona,  Arizona Hospitality and Human Resource  industry.   Mr.  Wood
attended Brigham Young University, the University of Toledo College of Law,
and  holds  a  B.S. in Political Science from Northern Arizona  University.
Mr.  Wood expects to be awarded an M.P.A. from the University of Toledo  in
2003.  Mr. Wood 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      2001     $ --       $ --       --           $--
CEO, President,           2000       44,793     --    500,000          --
Chairman, interim CFO     1999      177,428     --       --            --


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 August 9, 2002, 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)           57.1%
 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

Aaron C. Wood                              597,002(5)            0.8%
 4665 West Bancroft
 Toledo, OH  43615

Total for Officers and Directors        56,274,076              70.8%

   (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.

   (5)  Total includes 563,333 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)  Exhibits

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:  August 13, 2002      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: 08-13-02


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

Date: 08-13-02                       Date: 08-13-02


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

Date:                                Date: 08-13-02



_____________________________
Darryl Stolper,
Director

Date: