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 YEAR ENDED DECEMBER 31, 2001

                                       OR

[ ] Transition report under Section 13or 15(d) of the Securities Exchange
                   Act of 1934 Commission File Number: 0-21394

                       DEVELOPED TECHNOLOGY RESOURCE, INC.

MINNESOTA                                              41-1713474
---------                                              ----------
State of Incorporation                      I.R.S.  Employer  Identification No.

                            5223 INDUSTRIAL BOULEVARD
                             EDINA, MINNESOTA 55439
                             ----------------------
                      Address of Principal Executive Office

                                 (952) 820-0022
                                 --------------
                            Issuer's Telephone Number

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

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                     COMMON STOCK, $0.01 PAR VALUE PER SHARE

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

Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B contained in this form, and no disclosure will be contained, to the best of
the registrant's knowledge, in the definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB { }

Issuer's revenues for its most recent year:  $3,052

As of March 27, 2002, 1,221,890 shares of the Registrant's Common Stock were
outstanding. The aggregate market value of the Common Stock held by
non-affiliates of the registrant on such date, based upon the closing bid price
of the Common Stock as reported by the OTC Bulletin Board on March 27, 2002 was
$812,559. For purposes of this computation, affiliates of the registrant are
deemed only to be the registrant's executive officers and directors. See Item
11.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

Transitional Small Business Disclosure Format (check one):  Yes_____  No__X__

<PAGE>


PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

         Developed Technology Resource, Inc. (the Company or DTR) was
incorporated on November 13, 1991 in the State of Minnesota to locate
potentially viable technologies in the former Soviet Union (fSU) for transfer
and sale to companies in the West. During the first two years of operations, the
Company experienced limited success in technology transfer and shifted its focus
to the sale and distribution of aviation security equipment in the fSU. In 1996,
the Company sold its aviation security sales and service business to shift its
focus to managing and developing food processing operations in the fSU.

At the end of 2000, the Company owned the following business interests:

*    A 30% interest in FoodMaster International, LLC ("FMI"), a Delaware limited
     liability company which owns and operates, through subsidiaries, several
     dairy and dairy product processing facilities in the countries of
     Kazakhstan, Moldova and Ukraine. The Company acquired this interest in
     1997, and through its personnel, managed these fSU enterprises until
     November 1999.

*    A 10% ownership interest in Phygen, Inc., a privately held Minnesota
     corporation, which owns and markets a process for hard coating tools and
     other metal products.

*    A 40% interest in Savory Snacks, LLC, a Wisconsin limited liability
     company, which through a wholly owned subsidiary, owns and operates a
     potato chip factory in Talgar, Kazakhstan. This interest was acquired in
     April 2000, when the Company converted a $123,305 receivable into that 40%
     interest. The Company also holds a $200,000 convertible note of Savory
     Snacks, LLC, bearing interest at the rate of 12% per annum; acquired in the
     same transaction.

*    A royalty interest from Artann Corporation, a privately held Delaware
     corporation. The royalty was based upon the gross revenues which would
     potentially be received by that corporation from the manufacture, sale or
     licensing of products or technology covered by medically related patents
     owned by Artann Corporation. The technology patents related to the
     measurement of the hardness and elasticity of human soft tissue, which
     could be used as a diagnostic tool.

         In January 2001, DTR sold its 10% ownership in Phygen, Inc. consisting
of 96,818 shares of Phygen, Inc. common stock to Phygen, Inc's president and
principal shareholders for $314,658. DTR received $85,000 in cash plus a
$229,658 note for the remainder of the balance. This note bears interest at 6%
per annum and is due on January 10, 2004. This note is secured by 70,664 shares
in Phygen. DTR recorded an $85,000 gain related to the sale in 2001. The
remaining gain of $229,658 will be recognized as the cash proceeds on the note
are received.

         In April 2001, DTR formed a wholly owned subsidiary, DTR-Med Pharma
Corp. DTR contributed its right to receive royalty interest from Artann Corp. to
this subsidiary. Pursuant to a third-party appraisal this right to future
royalty interest was determined to have a fair market value of approximately
$107,000. On April 26, 2001, DTR declared a stock dividend, payable to the
shareholders of record on May 7, 2001, for each of its shareholders of record on
that date. The dividend consisted of one share of the common stock of its wholly
owned subsidiary, DTR-Med Pharma Corp., for each share of DTR held at the record
date. The payment date for the dividend was May 15, 2001. Additionally, DTR and
DTR-Med Pharma Corp. entered into a Stock Exchange Agreement with the
shareholders of Pro-Pharmaceuticals, Inc., based in Newton, Massachusetts,
whereby DTR-Med Pharma Corp. issued





                                       3
<PAGE>

12,354,670 shares of its common stock in exchange for all of the outstanding
shares of common stock of Pro-Pharmaceuticals, Inc. The closing of the
transaction with the shareholders of Pro-Pharmaceuticals, Inc. occurred on May
15, 2001. Since DTR's original basis in this right to receive royalty interest
was written down to zero in past years, there is no financial statement impact
from the creation and spin-off of this new subsidiary.

         In March 2002, FMI redeemed DTR's 30% ownership interest for a purchase
price of $1,500,000. According to the terms of the agreement, FMI paid $500,000
cash and issued two promissory notes to DTR. The first promissory note for
$500,000 is due September 30, 2002, and bears interest at 8% per annum through
June 30, 2002 and at 18% per annum thereafter. The second promissory note for
$500,000 is due March 31, 2003, and bears interest at 8% per annum through
December 31, 2002 and at 18% per annum thereafter. If both promissory notes are
fully paid on or before June 30, 2002, the principal amount on the notes and
DTR's sales proceeds will be reduced by $100,000. Due to the uncertainties
regarding the timing and realization of these proceeds, DTR will record its gain
on the sale as the cash is received.

ONGOING BUSINESS STRATEGY

         As of January 1, 2001, the Company was no longer actively engaged in
operating business activities. At December 31, 2001, the remaining assets of DTR
are its cash, a 40% ownership and a fully reserved note receivable in Savory
Snacks, its 30% ownership in FMI, which was sold in March 2002, and its $229,658
note receivable on the sale of its Phygen ownership.

         With no full time employees and minimal operating costs, the Company
expects to continue until it sells off its investment interests or until a new
decision is reached for the direction of the Company. The Company's Board of
Directors is currently contemplating its options, including, but not limited to,
a merger, acquisition or dissolution.

BUSINESS OPERATIONS

         During 2000 and 2001, the Company provided management and consulting
services to its subsidiaries and other companies operating in the fSU. In 2001
and 2002, DTR sold nearly all of its former operating businesses and
investments.

COMPETITION

         DTR has no direct competitors in its current operations.

PRINCIPAL SUPPLIERS

         DTR has no principal suppliers.

MAJOR CUSTOMERS

         There are no main customers which make up more than 10% of the
Company's revenues.

GOVERNMENTAL REGULATIONS

         The Company believes that it is in compliance in all material respects
with governmental regulations regarding its current operations and has obtained
the necessary government permits, licenses, qualifications, and approvals which
are required for its operations.


                                       4
<PAGE>


EMPLOYEES

         During 2001 and as of March 27, 2002, DTR had no employees. The
Company's president and chief financial officer worked part time for the Company
as an independent contractor.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company's corporate headquarters are located in Edina, Minnesota.
The Company leased 1,009 square feet at a monthly base rent ranging from $1,514
to $1,682 over a 60 month lease term that expires on April 30, 2002. In order to
reduce costs, the Company abandoned its leased premises in January 2001 and
moved its remaining assets to an office space that it rents on a month to month
basis for $100 per month.


ITEM 3.  LEGAL PROCEEDINGS

         There are no material legal proceedings pending or threatened against
the Company as of December 31, 2001 or as of the date of filing of this Form
10-KSB.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of the shareholders during the
fourth quarter ended December 31, 2001.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's Common Stock is quoted on the OTC Bulletin Board under
the symbol of DEVT.OB. The following table sets forth the low and the high bid
prices for each quarter as reported on the OTC Bulletin Board during the years
ended December 31, 2001 and 2000.


                                                  Bid Price
         CALENDAR 2001                  Low                     High
         -------------                -------                  -------
         First Quarter              $   1 3/4                 $  3 7/16
         Second Quarter                 2 1/16                   3 1/4
         Third Quarter                  1                        2 1/2
         Fourth Quarter                 0 9/16                   1 3/32

         CALENDAR 2000
         First Quarter              $   1 1/8                 $  3 1/4
         Second Quarter                 1 1/8                    1 3/4
         Third Quarter                  1                        1 3/16
         Fourth Quarter                 0 5/8                    1 3/4



                                       5
<PAGE>

         As of April 10, 2002, the Company had 50 shareholders of record of its
Common Stock. The Company estimates there are approximately 435 beneficial
owners of its Common Stock. The transfer agent for the Company's Common Stock is
Wells Fargo Shareowner Services, 161 North Concord Exchange, South St. Paul,
Minnesota, 55075-0738, telephone: (800) 468-9716 or (651) 450-4058.

         In May 2001, the Company paid a stock dividend consisting of all of the
shares of common stock (1,221,890 shares) of its wholly owned subsidiary,
DTR-Med Pharma Corp., on a share for share basis, to shareholders of record on
May 7, 2001. Aside from this stock dividend, the Company has never issued a
dividend to its Shareholders. The Board of Directors presently intends to retain
all earnings, if any, for use in the Company's business in the foreseeable
future. Any future determination as to declaration and payment of dividends will
be made at the discretion of the Board of Directors.
























                                       6
<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         Statements other than current or historical information included in
this Management's Discussion and Analysis and elsewhere in this Form 10-KSB, in
future filings by Developed Technology Resource, Inc. (the Company or DTR) with
the Securities and Exchange Commission and in DTR's press releases and oral
statements made with the approval of authorized executive officers, should be
considered "forward-looking statements" made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. DTR wishes to caution the reader not to place undue
reliance on any such forward-looking statements.

         In April 2001, DTR formed a wholly owned subsidiary, DTR-Med Pharma
Corp. DTR contributed its right to receive royalty interest from Artann Corp. to
this subsidiary. Pursuant to a third-party appraisal this right to future
royalty interest was determined to have a fair market value of approximately
$107,000. On April 26, 2001, DTR declared a stock dividend, payable to the
shareholders of record on May 7, 2001, for each of its shareholders of record on
that date. The dividend consisted of one share of the common stock of its wholly
owned subsidiary, DTR-Med Pharma Corp., for each share of DTR held at the record
date. The payment date for the dividend was May 15, 2001. Additionally, DTR and
DTR-Med Pharma Corp. entered into a Stock Exchange Agreement with the
shareholders of Pro-Pharmaceuticals, Inc., based in Newton, Massachusetts,
whereby DTR-Med Pharma Corp. issued 12,354,670 shares of its common stock in
exchange for all of the outstanding shares of common stock of
Pro-Pharmaceuticals, Inc. The closing of the transaction with the shareholders
of Pro-Pharmaceuticals, Inc. occurred on May 15, 2001. Since DTR's original
basis in this right to receive royalty interest was written down to zero in past
years, there is no financial statement impact from the creation and spin-off of
this new subsidiary.

         On March 3, 1997, DTR, API Dairy Partners LP and Agribusiness Partners
International LP II (collectively "API") established the FoodMaster
International LLC (FMI) joint venture to acquire and operate dairy processing
facilities in the former Soviet Union (fSU). As of December 31, 2001 and 2000,
DTR owned 30% and API owned 70% of FMI, respectively. Therefore, DTR records its
proportionate share (30%) of the net income or loss of FMI in the statement of
operations as equity in income (loss) of FMI under the equity method of
accounting.

         From March 1997 to November 1999, DTR managed the dairy operations of
FMI and pursued dairy acquisitions for FMI under a management contract with FMI.
In November 1999, DTR agreed to terminate its management agreement in order to
pursue other opportunities and to allow FMI to be self-managed. Some of DTR's
foreign managers were offered positions with FMI while others were released.
During 2000, DTR contracted its financial services to FMI.

         In March 2002, FMI redeemed DTR's 30% ownership interest for a purchase
price of $1,500,000. According to the terms of the agreement, FMI paid $500,000
cash and issued two promissory notes to DTR. The first promissory note for
$500,000 is due September 30, 2002, and bears interest at 8% per annum through
June 30, 2002 and at 18% per annum thereafter. The second promissory note for
$500,000 is due March 31, 2003, and bears interest at 8% per annum through
December 31, 2002 and at 18% per annum thereafter. If both promissory notes are
fully paid on or before June 30, 2002, the principal amount on the notes and
DTR's sales proceeds will be reduced by $100,000. Due to the uncertainties
regarding the timing and realization of these proceeds, DTR will record its gain
on the sale as the cash is received.



                                       7
<PAGE>


Results of Operations

REVENUES

         DTR generated total revenues of $3,052 and $48,035 during the years
ended December 31, 2001 and 2000, respectively. The 94% decrease from 2000
revenue levels is the result of the discontinuance of any management services
performed by DTR for FMI.

         During 2000, FMI formed an agreement with DTR to perform some select
financial services. The Company recorded management fee revenue of $35,000 for
the year ended December 31, 2000, in accordance with its agreement to FMI.
During 2000, DTR also earned $9,975 from additional consulting services it
provided to another Minnesota-based company doing business in Russia. In January
2001, DTR's chief financial officer began working full time as a direct employee
of FMI and is working for DTR only on a part-time contractual basis. Therefore,
there are no management fee revenues in 2001.


SELLING, GENERAL AND ADMINISTRATIVE

         In order to reduce costs, DTR abandoned its leased premises in January
2001 and moved its remaining assets to an office space that it rents on a month
to month basis for $100 per month. To support the Company's need to reduce
costs, the Company's president resigned in January 2001 , but remained a
non-salaried Vice President and a Director for the Company. The Company's chief
financial officer was then elected president and will continue to work on a part
time basis as an independent contractor in both positions.

         Selling, general and administrative expenses for the years ended
December 31, 2001 and 2000 were $271,297 and $371,147, respectively. During the
year ended December 31, 2001, the Company recognized $116,338 of compensation
and employment tax expense related to the severance package for its former
president, $28,034 of past and future contingent rent expense, $1,079 of loss on
assets related to the abandonment of its former leasehold premises, and $15,000
of legal expenses related to the formation and spin-off of DTR's subsidiary,
DTR-Med Pharma Corp. The remaining $110,846 of 2001 expenses relate to normal
operating costs.

         During the year ended December 31, 2001 and 2000, DTR also recognized
$(78,216) and $92,120, respectively, of non-cash stock based compensation
expense (benefit) related to the issuance of stock options and loans on
exercised employee stock options. During 2001, DTR recorded a non-cash benefit
due to the lower market value of its common stock at December 31, 2001 compared
to December 31, 2000. This continual modification of non-cash stock based
compensation expense is in accordance with the accounting standards for variable
stock compensation plans. Due to fluctuations in the Company's common stock
price, the Company expects continued volatility in the amount of compensation
expense recognized in future periods.

         DTR expects its operating expenses to be between $100,000 and $150,000
for 2002 assuming no significant changes in the Company's operations. These
expenses relate primarily to insurance and professional fees required for
Company operations.

OTHER INCOME AND EXPENSE

         The Company recorded net interest income of $11,829 compared to $1,978
for the years ended December 31, 2001 and 2000, respectively. The large increase
is due to interest charged on employee loans resulting from the exercise of
stock options.



                                       8
<PAGE>

         In January 2001, DTR sold its 10% ownership in Phygen, Inc. consisting
of 96,818 shares of Phygen, Inc. common stock to Phygen, Inc's president and
principal shareholders for $314,658. DTR received $85,000 in cash plus a
$229,658 note for the remainder of the balance. DTR recorded an $85,000 gain
related to the sale in 2001. The remaining gain of $229,658 will be recognized
as the cash proceeds on the note are received.

         In accordance with the equity method of accounting, as further
explained in the notes to the consolidated financial statements, DTR recorded
zero for its proportionate share (30%) of the equity in net income (loss) of FMI
for the years ended December 31, 2001 and 2000.

         In accordance with the equity method of accounting, DTR recorded a loss
of $25,514 and $68,571 for its proportionate share (40%) of the equity in net
loss of Savory Snacks LLC for the years ended December 31, 2001 and 2000,
respectively.


LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES

         DTR used cash of $148,725 and $262,878 during the years ended December
31, 2001 and 2000, respectively. This decrease in cash used was mainly caused by
an overall decrease in payments for operating expenses in 2001.

         As noted above, in March 2002, FMI redeemed DTR's 30% ownership
interest for a purchase price of $1,500,000.


INVESTING ACTIVITIES

         DTR sold and disposed of various pieces of equipment for $1,445 and
realized $85,000 from the sale of Phygen stock during 2001.

         During 2000, DTR sold equipment to FMI for $2,600. The net book value
of this equipment and other disposed or damaged equipment was $7,129. Thus,
resulting in a $4,529 loss to DTR. The Company purchased $186 of equipment in
2000.


FINANCING ACTIVITIES

         During 2001, two members of the Company's Board of Directors exercised
a total of 30,000 options which provided the Company with $41,875 cash.
Additionally, the Company received $18,750 from the exercise of 30,000 options
by its chief financial officer.

         In February 2000, options to purchase 125,000 shares of DTR's Common
Stock were exercised by a former employee at a purchase price of $1.22 per
share. The Company received $70,000 in cash and a non-recourse promissory note
for $82,500. This note is secured by a portion of the shares exercised by the
former employee.






                                       9
<PAGE>

LIQUIDITY

         As of January 2001, the Company no longer is actively engaged in
operating business activities. In order to reduce costs, the Company abandoned
its leased premises in January 2001 and moved its remaining assets to an office
space that it rents on a month to month basis for $100 per month. In addition,
the Board and the Company's president agreed in January 2001 that he would
resign as president, but remain a director for the Company. The Company's chief
financial officer was then elected president and will continue to work on a part
time basis in both positions. During 2001, the Company deferred payment on
salaries and legal expenses that were due based on the cash position. These
liabilities can be paid in 2002 from the proceeds detailed below.

         On November 17, 2001, the Board of Directors agreed to borrow money
from the Company's chief financial officer to have funds available for working
capital. The funds received would be unsecured and bear interest at 12%. The
Board also agreed to issue 10,000 stock options at the market price of $.90 per
share for her services. By December 2001, the Company received $10,000 from the
chief financial officer. Approximately, $6,000 was applied for an early payoff
of the principal and interest accrued on the note described above and $4,000 was
then treated as a loan from the officer. In January 2002, the Company received
an additional $2,750. In April 2002, the Company repaid approximately $7,000
including principal and interest on all amounts received.

         In March 2002, FMI redeemed DTR's 30% ownership interest for a purchase
price of $1,500,000. According to the terms of the agreement, FMI paid $500,000
cash and issued two promissory notes to DTR. The first promissory note for
$500,000 is due September 30, 2002, and bears interest at 8% per annum through
June 30, 2002 and at 18% per annum thereafter. The second promissory note for
$500,000 is due March 31, 2003, and bears interest at 8% per annum through
December 31, 2002 and at 18% per annum thereafter. If both promissory notes are
fully paid on or before June 30, 2002, the principal amount on the notes and
DTR's sales proceeds will be reduced by $100,000. Due to the uncertainties
regarding the timing and realization of these proceeds, DTR will record its gain
on the sale as the cash is received.

         The Company also expects to receive additional cash from the payments
on loans due from former employees upon the exercise of their stock options. On
February 1, 2000, an employee exercised his right to 125,000 shares of the
Company's common stock. The former employee paid the Company $70,000 and gave
the Company a non-recourse promissory note bearing interest at 4.87% per annum
for the balance owed of $82,500. The principal and interest are due in five
equal annual installments beginning February 2001. In January 2001, the
Company's former president exercised 247,500 options and gave the Company a
non-recourse note for $310,750. This note bears interest at the rate of 5% per
annum, and is due in four equal annual installments beginning December 31, 2003.
DTR received approximately $24,500 in cash from principal and interest payments
on these notes in January 2002.

         With the receipt of $24,500 and $500,000 cash in January and March
2002, respectively, the Company expects to pay $242,426 of its current
liabilities which aggregated $273,513 at December 31, 2001. The remaining cash
proceeds will be used to fund the ongoing operations of DTR. DTR's operations
currently require approximately $10,000 cash per month to maintain its corporate
existence and SEC filing requirements. Therefore, absent of any additional
proceeds from these notes, DTR's management and board believe that their is
sufficient cash to fund operations through April 2004. Once the strategic
direction of DTR has been determined by the board of directors, DTR will be
dependent on cash flows from operating activities, additional debt or equity
financing, or realization of notes receivable proceeds to continue operating
beyond April 2004. There is no assurance that additional debt or equity
financing will be available or on favorable terms, or that DTR will realize the
proceeds from the various notes receivable.





                                       10
<PAGE>

CRITICAL ACCOUNTING POLICIES

         During 2001 and 2002, DTR has sold its interests Phygen, Inc. and FMI
for $314,538 and $1,500,000, respectively, and has a fully reserved note
receivable of $200,000 from Savory Snacks. Due to uncertainties related to the
collectibility and realization of the proceeds from each of these transactions,
DTR will recognize gain from the Phygen and FMI sales and a reduction in the
note receivable collectibility reserve for the Savory Snacks note receivable, on
a cash basis of accounting. The Company does not recognize interest income on
the Phygen, FMI, and Savory Snacks notes until cash is received.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

              In order to reduce costs, the Company abandoned its leased
     premises in January 2001. However, this operating lease did not expire
     until April 30, 2002. As of December 31, 2001, the Company has accrued all
     unpaid amounts of $21,307 and future amounts of $6,727 due under the lease.
     The Company does not have any other significant contractual obligations or
     commitments.





















                                       11
<PAGE>



ITEM 7.  CONSOLIDATED FINANCIAL STATEMENTS - DEVELOPED TECHNOLOGY RESOURCE, INC.


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
DEVELOPED TECHNOLOGY RESOURCE, INC.
Edina, Minnesota:

We have audited the accompanying consolidated balance sheet of Developed
Technology Resource, Inc. and subsidiaries (the Company) as of December 31,
2001, and the related consolidated statements of operations, shareholders'
equity (deficit) and cash flows for the years ended December 31, 2001 and 2000.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Developed Technology
Resource, Inc. and subsidiaries as of December 31, 2001, and the results of
their operations and their cash flows for the years ended December 31, 2001 and
2000 in conformity with accounting principles generally accepted in the United
States of America.


Minneapolis, Minnesota
March 27, 2002












                                       12
<PAGE>




                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001

                                     ASSETS
Current Assets:
     Cash and cash equivalents                                $     1,200
     Other receivables                                             27,806
     Prepaid and other current assets                               7,100
                                                              -----------
         Total current assets                                      36,106

Furniture and Equipment, net                                        3,304
Long-lived Assets Held for Disposal                                 1,646
Note Receivable from Sale of Phygen Investment                    229,658
Investment in Savory Snacks L.L.C. (Savory Snacks)                 29,220
                                                              -----------


                                                              $   299,934
                                                              ===========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
     Accounts payable                                         $    10,254
     Accrued compensation                                         157,814
     Accrued lease commitments                                     28,034
     Accrued liabilities                                           74,359
     Deferred gain                                                  3,052
                                                              -----------
         Total current liabilities                                273,513

Non-current Deferred Gains                                        238,496
                                                              -----------
         Total liabilities                                        512,009
                                                              -----------

Shareholders' Deficit:
     Undesignated stock, $.01 par value, 1,666,667
         shares authorized, no shares issued or
         outstanding                                                   --
     Common stock, $.01 par value, 3,333,334
         shares authorized, 1,221,890 shares issued
         and outstanding                                           12,219
     Additional paid-in capital                                 6,778,494
     Notes receivable                                            (393,250)
     Accumulated deficit                                       (6,609,538)
                                                              -----------
         Total shareholders' deficit                             (212,075)
                                                              -----------

Commitments and Contingencies (Notes 2 and 9)

                                                              $   299,934
                                                              ===========



        See accompanying notes to the consolidated financial statements.



                                       13
<PAGE>


                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                  YEAR ENDED     YEAR ENDED
                                                  DECEMBER 31,   DECEMBER 31,
                                                      2001          2000
                                                  -----------    -----------
Revenues:
     Management fees from FMI                     $        --    $    35,000
     Consulting income                                     --          9,975
     Commissions and other income                       3,052          3,060
                                                  -----------    -----------
                                                        3,052         48,035
                                                  -----------    -----------
Cost and Expenses:
     Selling, general and administrative              271,397        371,147
     Stock based compensation expense (benefit)       (78,216)        92,120
     Provision for loss on note receivable                 --        200,000
                                                  -----------    -----------
                                                      193,181        663,267
                                                  -----------    -----------

Operating Loss                                       (190,129)      (615,232)

Other Income (Expense):
     Interest income, net                              11,829          1,978
     Gain on sale of Phygen stock                      85,000             --
     Gain on sale of aviation securities                1,751             --
         Equity in loss of Savory Snacks              (25,514)       (68,571)
                                                  -----------    -----------
Loss before Income Taxes                             (117,063)      (681,825)

Income Tax Expense                                         --          3,227
                                                  -----------    -----------

Net Loss                                          $  (117,063)   $  (685,052)
                                                  ===========    ===========


Net Loss per Common Share:
     Basic and Diluted                            $     (0.10)   $     (0.74)
                                                  ===========    ===========

Weighted Average Shares Outstanding:
      Basic and Diluted                             1,188,851        920,233
                                                  ===========    ===========









        See accompanying notes to the consolidated financial statements.



                                       14
<PAGE>


                       DEVELOPED TECHNOLOGY RESOURCE, INC.
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY(DEFICIT)
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                        Common Stock           Additional
                                 --------------------------      Paid-in         Notes      Accumulated
                                   Shares         Amount         Capital       Receivable      Deficit         Total
                                 -----------    -----------    -----------    -----------    -----------    -----------
<S>                                  <C>        <C>            <C>            <C>            <C>            <C>
December 31, 1999                    805,820    $     8,058    $ 6,264,920    $        --    $(5,807,423)   $   465,555

     Exercise of stock options       125,000          1,250        151,250        (82,500)            --         70,000

     Stock-based compensation             --             --         92,120             --             --         92,120

     Net loss                             --             --             --             --       (685,052)      (685,052)
                                 -----------    -----------    -----------    -----------    -----------    -----------

December 31, 2000                    930,820          9,308      6,508,290        (82,500)    (6,492,475)       (57,377)

     Exercise of stock options       307,500          3,075        368,300       (310,750)            --         60,625

     Foreclosure of shares           (16,430)          (164)       (19,880)            --             --        (20,044)

     Stock-based compensation
         (benefit)                        --             --        (78,216)            --             --        (78,216)

     Net loss                             --             --             --             --       (117,063)      (117,063)
                                 -----------    -----------    -----------    -----------    -----------    -----------


December 31, 2001                  1,221,890    $    12,219    $ 6,778,494    $  (393,250)   $(6,609,538)   $  (212,075)
                                 ===========    ===========    ===========    ===========    ===========    ===========


</TABLE>




        See accompanying notes to the consolidated financial statements.





                                       15
<PAGE>


                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  YEAR ENDED   YEAR ENDED
                                                                  DECEMBER 31, DECEMBER 31,
                                                                      2001         2000
                                                                    ---------    ---------
<S>                                                                 <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net Loss                                                   $(117,063)   $(685,052)
         Adjustments to Reconcile Net Loss to Cash
              Used by Operating Activities:
              Depreciation                                              6,367       11,062
              Provision for loss on uncollectible note receivable          --      200,000
              Stock-based compensation expense (benefit)              (78,216)      92,120
              Gain on sale of Phygen stock                            (85,000)          --
              Gain on stock redemption                                 (1,751)          --
              Loss on sale of furniture and equipment                   4,394        4,529
              Equity in loss of Savory Snacks                          25,514       68,571
         Changes in Operating Assets and Liabilities:
              Receivables                                             (17,292)      (6,214)
              Receivable from FMI                                         187       (8,178)
              Receivable from Savory Snacks                                --          216
              Prepaid and other current assets                            777       15,167
              Accounts payable and accrued liabilities                116,410       47,961
              Deferred gains                                           (3,052)      (3,060)
                                                                    ---------    ---------
              Net cash used by operating activities                  (148,725)    (262,878)
                                                                    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Proceeds from sale of furniture and equipment                  1,445        2,600
         Purchases of furniture and equipment                              --         (186)
         Proceeds from sale of Phygen stock                            85,000           --
                                                                    ---------    ---------
              Net cash provided by investing activities                86,445        2,414
                                                                    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from exercise of stock options                       60,625       70,000
                                                                    ---------    ---------
              Net cash provided by financing activities                60,625       70,000
                                                                    ---------    ---------

DECREASE IN CASH AND CASH EQUIVALENTS                                  (1,655)    (190,464)

CASH AND CASH EQUIVALENTS, Beginning of year                            2,855      193,319
                                                                    ---------    ---------

CASH AND CASH EQUIVALENTS, End of year                              $   1,200    $   2,855
                                                                    =========    =========
</TABLE>


        See accompanying notes to the consolidated financial statements.



                                       16
<PAGE>


                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Business
     --------
     Developed Technology Resource, Inc. (DTR or the Company) has investments in
     food processing operations in various countries of the former Soviet Union
     (fSU). These investments are owned indirectly through FoodMaster
     International L.L.C. (FMI), DTR's joint venture with Agribusiness Partners
     International L.P. (API), and through Savory Snacks L.L.C., its joint
     venture with a private investor.

     Effective April 1, 2000, DTR owns 40% of Savory Snacks L.L.C. (Savory
     Snacks), a Wisconsin corporation that currently owns 100% of a snack food
     production company in Talgar, Kazakhstan.

     As of January 1, 2001, the Company no longer is actively engaged in
     operating business activities. At December 31, 2001, the remaining assets
     of DTR are its cash, a 40% ownership and a fully reserved note receivable
     in Savory Snacks, its 30% ownership in FMI, which was sold in March, 2002,
     and its $229,658 note receivable on the sale of its Phygen ownership on
     which the gain is fully deferred until collection. The Company's Board of
     Directors is currently contemplating its options, including, but not
     limited to, a merger, acquisition or dissolution.

     Basis of Presentation
     ---------------------
     In 2000 and 2001, DTR owned 30% of FMI and 40% of Savory Snacks. The
     Company records its proportionate share of the net income or loss in the
     statements of operations as equity in income or loss of FMI or Savory
     Snacks under the equity method of accounting.

     Cash and Cash Equivalents
     -------------------------
     Cash and cash equivalents include all highly liquid investments with
     original maturities of three months or less at the time of purchase.

     Notes Receivable and Accrued Interest
     -------------------------------------
     As of December 31, 2001, DTR has a fully deferred note receivable from
     Phygen, Inc. in the amount of $314,538 and a fully reserved note receivable
     of $200,000 from Savory Snacks. Due to uncertainties related to the
     collectibility and realization of the proceeds from the Phygen transaction,
     DTR will recognize gain from the Phygen sale and a reduction in the note
     receivable collectibility reserve for the Savory Snacks note receivable, on
     a cash basis of accounting. The Company does not recognize interest income
     on the Phygen and Savory Snacks notes until cash is received.

     Furniture and Equipment
     -----------------------
     Furniture and equipment are recorded at cost. Depreciation is calculated on
     the straight-line basis over the estimated useful lives of the assets,
     primarily three to five years.

     Impairment of Long-lived Assets and Long-lived Assets to be Disposed of
     -----------------------------------------------------------------------
     The Company reviews its long-lived assets related to each investment to be
     held and used in the business whenever events or changes in circumstances
     indicate that the carrying amount of an investment may not be recoverable.
     The Company evaluates each investment considering a history of operating
     losses and negative cash flows as its primary indicators of potential
     impairment. An impaired investment is written down to its estimated fair
     market value by discounting future cash flows based on the best information
     available. Considerable management judgment is necessary to estimate
     discounted future cash flows. Accordingly, actual results could vary
     significantly from such estimates.



                                       17
<PAGE>

     Income Taxes
     ------------
     The Company utilizes the asset and liability method to financial accounting
     and reporting for income taxes. Deferred income tax assets and liabilities
     are computed annually for differences between the financial statement and
     tax basis of assets and liabilities that will result in taxable or
     deductible amounts in the future based on enacted tax laws and rates
     applicable to the periods in which the differences are expected to affect
     taxable income. Valuation allowances are established when necessary to
     reduce deferred tax assets to the amount expected to be realized. Income
     tax expense is the tax payable or refundable for the period plus or minus
     the change during the period in deferred tax assets and liabilities.

     Net Loss per Common Share
     -------------------------
     Basic and diluted net loss per share is computed by dividing the net loss
     by the weighted average number of shares of common stock outstanding during
     the period. Stock options and warrants are included in the calculation of
     diluted net income per share, using the treasury stock method, when the
     result is dilutive.

     Stock Based Compensation
     ------------------------
     The Company accounts for stock-based compensation using the intrinsic-value
     method prescribed in Accounting Principles Board Opinion No. 25, ACCOUNTING
     FOR STOCK ISSUED TO EMPLOYEES, and related interpretations (APB No. 25).
     Accordingly, compensation costs for stock options granted to employees are
     measured as the excess, if any, of the fair value of our stock as of the
     date of the grant over the amount an employee must pay to acquire the
     stock.

     Use of Estimates
     ----------------
     The preparation of consolidated financial statements in conformity with
     accounting principles generally accepted in the United States of America
     requires management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities at the date of the consolidated
     financial statements and reported amounts of revenues and expense during
     the reporting period. The Company's significant estimates include the
     valuation of notes receivable from the sale of its ownership interests in
     Phygen, Inc. in 2001, respectively, and a fully reserved note receivable
     from Savory Snacks. Actual results could differ from those estimates.

     New Accounting Pronouncements
     -----------------------------
     In July 2001, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
     Combinations," and SFAS No. 142 "Goodwill and Other Intangible Assets,"
     which change the accounting for business combinations and goodwill. SFAS
     No. 141 requires that the purchase method of accounting be used for
     business combinations initiated after June 30, 2001. Use of the
     pooling-of-interests method will be prohibited. SFAS No. 142 changes the
     accounting for goodwill from an amortization method to an impairment-only
     approach. Amortization of goodwill, including goodwill recorded in past
     business combinations, will therefore cease upon adoption of the Statement,
     which for the Company will be January 1, 2002. The adoption of SFAS No. 141
     and 142 will not have a material impact on the Company's financial
     statements.



                                       18
<PAGE>

     In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
     or Disposal of Long-Lived Assets," which addresses financial accounting and
     reporting for the impairment or disposal of long-lived assets. While SFAS
     No. 144 supersedes both SFAS No. 121, "Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and APB
     Opinion No. 30, "Reporting the Results of Operations--Reporting the Effects
     of Disposal of a Segment of a Business, and Extraordinary, Unusual and
     Infrequently Occurring Events and Transactions," it retains the fundamental
     provisions of those Statements. SFAS No. 144 becomes effective for fiscal
     years beginning after December 15, 2001. The adoption of SFAS No. 144 will
     not have a material impact on the Company's financial statements.

     Reclassifications
     -----------------
     Certain amounts in the 2000 consolidated financial statements have been
     reclassified to conform to the 2001 basis of presentation.


2.   GOING CONCERN CONSIDERATIONS
     ----------------------------
     DTR has incurred substantial losses in recent years, including losses of
     $117,063 and $685,052 in 2001 and 2000, respectively. At December 31, 2001,
     the Company has an accumulated deficit and working capital deficit of
     $6,609,538 and $237,407, respectively. The Company's ability to continue as
     a going concern depends upon receiving proceeds from several notes
     receivable to maintain adequate liquidity until such time as DTR realizes
     sufficient cash flows from operating activities.

     At December 31, 2001, DTR has several notes receivable, which consist of
     $229,658 from the 2001 sale of its interest in Phygen, an aggregate of
     $393,250 in notes from the exercise of employee stock options during 2000
     and 2001, and a fully reserved $200,000 note receivable from Savory Snacks.
     In March 2002, FMI redeemed DTR's 30% ownership interest for a purchase
     price of $1,500,000 and DTR received $500,000 in cash on the first
     installment payment (see Notes 3 and 15). Due to uncertainties related to
     the collectibility and realization of the proceeds from each of these
     transactions, DTR will recognize gain from the Phygen and FMI sales as DTR
     receives the cash in the future. The Savory Snacks note was fully reserved
     in 2000 due to collectibility concerns. In January 2002, the Company
     received approximately $24,500 in principal and interest payments from
     notes on stock options, but does not expect to realize the full proceeds on
     the exercise of stock options until the note holders have sufficient
     liquidity from the sale of their DTR stock.

     With the receipt of $24,500 and $500,000 cash in January and March 2002,
     respectively, the Company expects to pay $242,426 of its current
     liabilities which aggregated $273,513 at December 31, 2002. The remaining
     cash proceeds will be used to fund the ongoing operations of DTR. DTR's
     operations currently require approximately $10,000 cash per month to
     maintain its corporate existence and SEC filing requirements. Therefore,
     absent of any additional proceeds from these notes, DTR's management and
     board believe that their is sufficient cash to fund operations through
     April 2004. Once the strategic direction of DTR has been determined by the
     board of directors, DTR will be dependent on cash flows from operating
     activities, additional debt or equity financing, or realization of notes
     receivable proceeds to continue operating beyond April 2004. There is no
     assurance that additional debt or equity financing will be available or on
     favorable terms, or that DTR will realize the proceeds from the various
     notes receivable.



                                       19
<PAGE>

3.   INVESTMENT IN FOODMASTER INTERNATIONAL L.L.C. (FMI)
     ---------------------------------------------------
     On March 3, 1997, DTR and API established the FMI joint venture to acquire
     and operate dairy processing facilities in the fSU. As of December 31, 2001
     and 2000, DTR owned 30% and API owned 70% of FMI, respectively. In March
     2002, FMI redeemed DTR's 30% ownership interest (See Note 16). DTR records
     its proportionate share of the net income or loss of FMI in the statements
     of operations as equity in income (loss) of FMI under the equity method of
     accounting.

     During 2000, FMI contracted DTR to perform certain financial services. The
     Company recorded management fee revenue of $35,000 for the year ended
     December 31, 2000, in accordance with its agreement with FMI.

     The Company has not been able to recognize $875,447 and $513,082 of its
     pro-rata share of FMI's losses at December 31, 2001 and 2000, respectively,
     because the Company's net investment in FMI was reduced to zero. The
     remaining $875,447 of non-recognized losses will be recognized and will
     offset the Company's future pro-rata share of FMI's income, if any.

     Summarized financial information from the consolidated financial statements
     of FMI accounted for on the equity method is as follows:

                                                               December 31, 2001
                                                               -----------------
                                                                (in thousands)
     Current assets                                            $      9,823
     Total assets                                                    19,806
     Current liabilities                                              9,357
     Non-current liabilities                                          5,556
     Joint-venture equity                                             4,809
     DTR's 30% share of FMI 's equity                                 1,443
     DTR's carrying value of FMI's equity                                 0

                                          Year Ended         Year Ended
                                          December 31,      December 31,
                                             2001                2000
                                         --------------      --------------
                                         (in thousands)      (in thousands)
     Sales                               $       31,580      $       24,529
     Gross profit                                 7,701               4,738
     Net loss                                    (1,935)             (1,168)
     DTR's share of FMI's loss                     (581)               (132)


4.   INVESTMENT IN SAVORY SNACKS L.L.C. (SAVORY SNACKS)
     --------------------------------------------------
     In April 2000, DTR agreed to convert $123,305 of its receivable from Savory
     Snacks to a 40% ownership interest in Savory Snacks. This Wisconsin-based
     company has a 100% ownership interest in a snack food production company in
     Talgar, Kazakhstan. DTR also converted the remaining $200,000 receivable to
     a convertible note receivable bearing interest at 12% per annum. Due to a
     lack of working capital in the subsidiary, there is no guarantee when and
     if the party will be able to repay the note. Therefore, the Company fully
     reserved this $200,000 receivable in December 2000 and will not recognize
     any interest income until received.

     DTR records its proportionate share of the net income or loss of Savory
     Snacks in the statements of operations as equity in income (loss) of Savory
     Snacks under the equity method of accounting. The Company's pro-rata share
     of Savory Snacks losses for 2001 and 2000 was $25,514 and $68,571,
     respectively.




                                       20
<PAGE>

     Summarized financial information from the consolidated financial statements
     of Savory Snacks accounted for on the equity method is as follows:

<TABLE>
<CAPTION>
                                                                                                     December 31, 2001
                                                                                                     -----------------
                                                                                                       (in thousands)
<S>                                                                                                    <C>
     Current assets                                                                                    $            2,641
     Total assets                                                                                                   3,054
     Current liabilities                                                                                            3,486
     Non-current liabilities                                                                                          332
     Joint-venture deficit                                                                                           (763)
     DTR's share of Savory Snacks' equity                                                                              29
</TABLE>

<TABLE>
<CAPTION>
                                                                                        Year Ended          Year Ended
                                                                                        December 31,        December 31,
                                                                                           2001                2000
                                                                                       --------------      ---------------
                                                                                       (in thousands)      (in thousands)
<S>                                                                                    <C>                 <C>
     Sales                                                                             $          282      $          201
     Gross profit                                                                                 113                  23
     Net loss                                                                                     (64)               (195)
     DTR's 40% share of Savory Snacks' loss (beginning April 1, 2000)                             (26)                (68)
</TABLE>


5.   NOTES RECEIVABLE
     ----------------
     In January 2001, DTR sold its 10% ownership in Phygen, Inc. consisting of
     96,818 shares of Phygen, Inc. common stock to Phygen, Inc's president and
     principal shareholders for $314,658. DTR received $85,000 in cash plus a
     $229,658 note for the remainder of the balance. This note bears interest at
     6% per annum and is due on January 10, 2004. This note is secured by 70,664
     shares in Phygen. This investment was on DTR's books at a zero value.
     Therefore, the Company recognized the entire $85,000 of cash it received as
     gain on sale of Phygen. Due to collectibility concerns, DTR has deferred
     the remaining $229,658 gain and recognition of interest income until the
     receipt of future cash.

     On April 1, 2000, DTR converted $200,000 of its receivable from Savory
     Snacks to a convertible note bearing interest at 12%. This note can be
     converted to an additional ownership interest in Savory Snacks upon demand.
     There is no guarantee when and if the party will be able to repay the note.
     The Company has recognized a charge of $200,000, which is included as
     provision for loss on note receivable in the Statement of Operations in
     2000.


6.   FURNITURE AND EQUIPMENT
     -----------------------
     Furniture and equipment are summarized as follows:

                                                Estimated
                                               Useful Life
                                               -----------
     Software                                    3-5 years      $       4,920
     Furniture & equipment                       3-5 years             27,185
                                                                -------------
                                                                       32,105
     Less accumulated depreciation                                     28,801
                                                                -------------
     Furniture and equipment, net                               $       3,304
                                                                =============





                                       21
<PAGE>

7.   LONG-LIVED ASSETS HELD FOR DISPOSAL
     -----------------------------------
     The Company reviews its long-lived assets for impairment whenever events or
     changes in circumstances indicate that the carrying amount of an investment
     may not be recoverable. Recoverability of assets to be held and used is
     measured by a comparison of the carrying amount of an asset to future
     undiscounted net cash flows expected to be generated by the asset. If such
     assets are considered to be impaired, the impairment to be recognized is
     measured by the amount by which the carrying amount of the assets exceed
     the fair value of the assets. Assets to be disposed of are reported at the
     lower of the carrying amount or fair value less costs to sell.

     In the first quarter of 2001, the Company reclassified assets that were no
     longer being used to long-lived assets held for disposal. The assets had an
     original cost $53,722 and a net book value at December 31, 2001 of $1,646.
     The Company believes that this is a reasonable value of the current fair
     market value for these assets.

8.   DISCONTINUED OPERATIONS
     -----------------------
     Effective December 31, 1995, DTR entered into an agreement to sell certain
     assets and the rights to its airport security equipment in the fSU to Gate
     Technologies, Inc., a United Kingdom company owned by a former DTR
     employee. DTR transferred assets, inventory, customer lists, promotional
     materials, and other items with a net book value on January 31, 1996 of
     $143,293. In exchange for these items, DTR received a cash payment of
     $45,000 to reimburse DTR for expenses related to this business during the
     first quarter of 1996 and a note receivable totaling $765,000 payable over
     30 months.

     Due to the inherent risks associated with operating in the fSU, including
     credit risk, the gain on this sale was deferred and will be recognized as
     payments are received. As of December 31, 2001, the total still due under
     the note was $480,000 along with a deferred gain of $461,707. Due to the
     buyer's delinquency in payment and the limited success of the business that
     was sold, management reduced the receivable by the $461,707 of the related
     deferred gain, leaving a balance of $18,293 recorded on its balance sheet
     at December 31, 2001.

     The former employee had pledged 16,430 of his shares of DTR's common stock
     as collateral for the loan. In December 2000, the former employee was in
     default on all payments and DTR began foreclosure proceedings on the
     pledged shares. In April 2001, DTR cancelled these shares at a value of
     $20,044. The $1,751 difference between the stock value and the $18,293
     receivable was recognized as gain from sale of aviation securities in the
     Company's statements of operations for the year ended December 31, 2001.

9.   COMMITMENTS & CONTINGENCIES
     ---------------------------
     Leases
     ------
     The Company leased its office facilities under an operating lease that
     expires on April 30, 2002. Future minimum rental payments required in 2002
     under the operating lease on the abandoned property are $6,727.

     In order to reduce costs, the Company abandoned its leased premises in
     January 2001 and moved its remaining assets to an office space that it
     rents on a month-to-month basis for $100 per month. At December 31, 2001,
     the Company has accrued all unpaid and future amounts due under the old
     lease in the amount of $28,034.

     Rent expense was $29,134 and $24,348, for the years ended December 31, 2001
     and 2000, respectively.


                                       22
<PAGE>

10.  STOCK OPTIONS AND WARRANTS
     --------------------------
     Under the Company's 1992 Stock Option Plan (the Plan), the Board of
     Directors may grant qualified or nonqualified options for up to 66,667
     shares of common stock to employees and non-employees. Options granted to
     employees generally vest over a five-year period. Certain options granted
     to employees contain provisions whereby vesting is accelerated in the event
     the employee is terminated without cause as defined in the option
     agreements. Options granted to non-employees vest equally over one year
     after the date of grant and are exercisable for ten years from the date of
     grant. Effective September 30, 1996, the Plan was amended to increase the
     shares available for granting to 600,000 shares.

     On November 6, 1997, the Board of Directors adopted the 1997 Outside
     Directors Stock Option Plan, superseding the 1993 Outside Directors Stock
     Option Plan. Under the terms of this plan, the Company reserved 100,000
     shares of common stock for issuance to outside directors as compensation
     for their services as board members. Options for the purchase of shares are
     issued to the directors each year upon their election at the annual
     shareholders meeting and vest quarterly throughout the year. The number of
     options granted each year is determined by the Board of Directors and the
     option price will be set as the average between the bid and ask prices of
     the Company's Common Stock on the date of issuance.

     FAS No. 123, ACCOUNTING FOR STOCK BASED COMPENSATION, requires the Company
     to provide pro- forma information regarding net loss and per share amounts
     as if compensation cost for the Company's stock options had been determined
     in accordance with the fair value based method prescribed by FAS No. 123.
     The Company estimates the fair value of each stock option at the grant date
     by using a Black-Scholes option-pricing model. The following assumptions
     were used for options issued during the periods:

                                              Year Ended      Year Ended
                                              December 31,    December 31,
                                                 2001            2000
                                              -----------     ------------
     Dividend Yield                              None            None
     Volatility                               99.8%-139.5%     99.8%-139.5%
     Risk Free Interest Rate                      5.5%             6.5%
     Expected Lives in Months                      12             12-24

     Had compensation costs been determined based on the fair value of options
     at their grant dates in accordance with FAS No. 123, the Company would have
     shown the following effect:

                                            Year Ended      Year Ended
                                            December 31,    December 31,
                                               2001            2000
                                            ------------    ------------


     Increase in Net Loss                   $     4,200     $    55,800
     Increase in basic loss per share              0.00            0.06
     Increase in diluted loss per share            0.00            0.06



                                       23
<PAGE>

     The following table summarizes the information about the Company's warrant
     and stock option activity for the years ended December 31, 2001 and 2000:


<TABLE>
<CAPTION>
                                   1992 Stock Option Plan   Outside               Weighted-
                                   ----------------------  Directors              Average
                                               Employee   Stock Option            Exercise
                                     Warrants  Options       Plan        Total   Price/Share
                                     --------  --------    --------     -------  -----------
<S>                                   <C>       <C>          <C>        <C>        <C>
Balance, December 31, 1999                --    583,333      35,000     618,333    $   1.39

Expired                                   --    (68,333)         --     (68,333)   $   2.25

Cancelled                                 --   (182,500)         --    (182,500)   $   1.27

Exercised                                 --   (125,000)         --    (125,000)   $   1.22

Granted                                   --     70,000      10,000      80,000    $   1.10
                                     --------  --------    --------     -------


Balance, December 31, 2000                --    277,500      45,000     322,500    $   1.27

Exercised                                 --   (277,500)    (30,000)   (307,500)   $   1.21

Granted                                   --     10,000          --      10,000    $   0.90
                                     --------  --------    --------     -------


Balance, December 31, 2001                --     10,000      15,000      25,000    $   1.86
                                     ========  ========    ========     =======


Exercisable, December 31, 2001            --     10,000      15,000      25,000    $   1.86
                                     ========  ========    ========     =======

</TABLE>


     The following table summarizes information about the Company's stock plans
at December 31, 2001:

<TABLE>
<CAPTION>
                                                 Options Outstanding                Options Exercisable
                                      ------------------------------------------  ---------------------------
                                                       Weighted-       Weighted-                Weighted-
                                          Number        Average        Average      Number       Average
        Range of                       Outstanding     Remaining       Exercise   Exercisable    Exercise
      Exercise Price                   at 12/31/01    Life (years)       Price    at 12/31/01     Price
     ----------------------           -------------   ------------   -----------   ---------    ---------
<S>                                          <C>             <C>         <C>          <C>          <C>
     $0.90 to $1.50                          15,000          3.88        $1.10        15,000       $1.10
     $3.00                                   10,000          2.56        $3.00        10,000       $3.00
                                      -------------                                ---------
                                             25,000                                   25,000
                                      =============                                =========
</TABLE>


     On February 1, 2000, an employee exercised his right to 125,000 shares of
     the Company's common stock. The former employee paid the Company $70,000
     and gave the Company a non-recourse promissory note bearing interest at
     4.87% per annum for the balance owed of $82,500. The principal and interest
     are due in five equal annual installments beginning February 2001. This
     note is secured by 90,000 shares exercised by the former employee.

                                       24
<PAGE>

     On December 18, 2000, the Board of Directors agreed to amend the employment
     agreement of the Company's chief financial officer. The Board canceled her
     existing 15,000 options which were exercisable at an average price of $1.83
     per share and granted her 30,000 new stock options at the market price of
     $.625 per share with the option of a non-recourse loan bearing interest at
     5% per annum to purchase these options at any time upon their vesting on
     March 31, 2001. On April 6, 2001, the Company's chief financial officer and
     current president exercised her right to these 30,000 shares of the
     Company's common stock, and gave the Company a non-recourse promissory note
     for $18,750. This note was paid in full by December 31, 2001.

     On November 17, 2001, the Board of Directors agreed to borrow money from
     the Company's chief financial officer to have funds available for working
     capital. The funds received would be unsecured and bear interest at 12%.
     The Board also agreed to issue her 10,000 stock options at the market price
     of $.90 per share.

     On January 13, 2000, the Board of Directors agreed to amend the employment
     agreement of the Company's President. The Board voted to reduce his current
     number of stock options from 250,000 to 207,500, to grant him 40,000 new
     stock options, and to offer him the option of a loan bearing interest at 5%
     per annum to purchase these options in the event that he is terminated
     without cause. On February 2, 2001, the Company's former president
     exercised his right to 247,500 shares of the Company's common stock, and
     gave the Company a non-recourse promissory note for $310,750. This note
     bears interest at the rate of 5% per annum, is due in four equal annual
     installments beginning December 31, 2003, and is secured by all the shares
     exercised.

     Each of the above stock transactions requires a new measurement date each
     quarter, resulting in variable accounting for each award. So long as the
     cumulative compensation expense for each award is greater than zero, the
     Company will record a benefit from reduced stock compensation expense when
     the Company's stock price decreases. The Company recorded stock-based
     compensation expense (benefit) of $(78,216) and $92,120 for the years ended
     December 31, 2001 and 2000, respectively.

     Additionally in April 2001, two members of the Company's Board of Directors
     exercised a total of 30,000 options which provided the Company with $41,875
     cash.


11.  SPIN-OFF
     --------
     In April 2001, DTR formed a wholly owned subsidiary, DTR-Med Pharma Corp.
     DTR contributed its right to receive royalty interest from Artann Corp. to
     this subsidiary. This royalty interest relates to a medical technology
     which is designed to permit the measurement, through a pressure sensitive
     system, of the elasticity and hardness of soft tissue. Through
     digitization, a clinician using this system is able to generate an image
     showing the size and location of nodules in human tissue, as an aid to
     cancer detection. Pursuant to a third-party appraisal, DTR-Med Pharma
     Corp.'s this right to future royalty interest was determined to have a fair
     market value of approximately $107,000.

     On April 26, 2001, DTR declared a stock dividend, payable to the
     shareholders of record on May 7, 2001, for each of its shareholders of
     record on that date. The dividend consisted of one share of the common
     stock of its wholly owned subsidiary, DTR-Med Pharma Corp., for each share
     of DTR held at the record date. The payment date for the dividend was May
     15, 2001.



                                       25
<PAGE>

     Additionally, DTR and DTR-Med Pharma Corp. entered into a Stock Exchange
     Agreement with the shareholders of Pro-Pharmaceuticals, Inc., based in
     Newton, Massachusetts, whereby DTR-Med Pharma Corp. issued 12,354,670
     shares of its common stock in exchange for all of the outstanding shares of
     common stock of Pro-Pharmaceuticals, Inc. The closing of the transaction
     with the shareholders of Pro-Pharmaceuticals, Inc. occurred on May 15,
     2001. Following the closing, DTR-Med Pharma Corp. has approximately
     13,576,560 shares of common stock outstanding, of which 1,221,890 are held
     by DTR's shareholders as a result of the stock dividend.
     Pro-Pharmaceuticals, Inc. is attempting to develop an improved drug
     delivery system that reduces the toxicity of drugs currently used for the
     treatment of cancer, such as those drugs used in chemotherapy.

     Since DTR's original basis in this right to receive royalty interest was
     written down to zero in past years, there is no financial statement impact
     from the creation and spin-off of this new subsidiary.


12.  INCOME TAXES
     ------------
     Deferred income tax assets and liabilities were as follows:

                                               December 31,      December 31,
                                                   2001              2000
                                             ----------------  ---------------
     Deferred tax asset                      $      1,937,000       $2,229,000
     Deferred tax liabilities                              --         (318,000)
     Valuation allowance                           (1,937,000)      (1,911,000)
                                             ----------------  ---------------
                                                           --               --
                                             ================  ===============

     Deferred income tax assets and liabilities consist primarily of net
     operating loss (NOL) carryforwards of $1,265,000, an allowance for doubtful
     accounts of $323,000, and differences between the financial and tax basis
     of the investment in a joint venture of $349,000, respectively.

     At December 31, 2001, the Company had NOL carryforwards of approximately
     $3,330,085 for income tax purposes. The NOL carryforwards expire in years
     2008 through 2020 if not previously utilized. Utilization of the available
     NOL carryforward may be limited due to future significant changes in
     ownership under Internal Revenue Codes Section 382. These potential future
     tax benefits are not recognized in the consolidated financial statements
     since realization is not reasonably assured.

     Rate reconciliation to 34%:

                                Year Ended        Year Ended
                                December 31,      December 31,
                                   2001              2000
                                ---------         ---------
Expected benefit                $ (39,800)        $(232,918)
Other                              18,600           (16,642)
Income on valuation allowance      21,200           249,560
                                ---------         ---------
         Total Tax              $      --         $      --
                                =========         =========





                                       26
<PAGE>

13.   LOSS PER SHARE
      --------------
     The following table reflects the calculation of basic and diluted loss per
share.


                                               Year Ended      Year Ended
                                               December 31,    December 31,
                                                   2001            2000
                                             ---------------    ---------
Numerator:
Net loss                                     $      (117,063)   $(685,052)
                                             ===============    =========

Denominator:
Weighted average shares - Basic earnings           1,188,851      920,233
Dilutive effect of stock options/warrants                 --           --
                                             ---------------    ---------
Weighted average shares - Diluted earnings         1,188,851      920,233
                                             ===============    =========

Net loss per share - Basic                   $         (0.10)   $   (0.74)
                                             ===============    =========

Net loss per share - Diluted                 $         (0.10)   $   (0.74)
                                             ===============    =========

     The assumed exercise of potentially dilutive securities (15,000 and 247,500
     shares) have not been included in the computation of diluted earnings per
     common share for the years ended December 31, 2001 and 2000, respectively
     as their effect would be antidilutive.


14.   RELATED PARTIES
      ---------------
     On April 6, 2001, the Company's chief financial officer and current
     president exercised her option on 30,000 shares of the Company's common
     stock, and gave the Company a non-recourse promissory note for $18,750. The
     note was immediately offset by $13,000 in back wages that was owed from
     2000, leaving a balance due of $5,750. This note, which was secured by the
     shares, bore interest at the rate of 5% per annum and was due in four equal
     installments beginning April 6, 2003. To support the Company's need for
     additional cash in fiscal 2001, the chief financial officer paid off the
     entire balance of the note and accrued interest on December 3, 2001.

     On November 17, 2001, the Board of Directors agreed to borrow money from
     the Company's chief financial officer to have funds available for working
     capital. The funds received would be unsecured and bear interest at 12%.
     The Board also agreed to issue 10,000 stock options at the market price of
     $.90 per share for her services.

     By December 31, 2001, the Company borrowed $4,067 from the chief financial
     officer. In January 2002, the Company borrowed an additional $2,750. In
     April 2002, the Company repaid approximately $7,000 including principal and
     interest on all amounts received.


15.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     -------------------------------------------------
     Non-cash operating and investing activities:
     --------------------------------------------
     In connection with the stock option exercises discussed in Note 10, the
     Company received non-recourse notes from the optionees totaling of $310,750
     and $82,500 in 2001 and 2000, respectively.

     In April 2000, DTR converted $123,305 of its receivable from Savory Snacks
     to a 40% ownership interest in Savory Snacks. In addition, they converted
     the remaining $200,000 receivable to a convertible note receivable bearing
     interest at 12% per annum.

     For the year ended December 31, 2000, the Company reduced the deferred gain
     and corresponding receivable from the sale of discontinued operations by
     $181,707 as discussed in Note 8.
                                                   Year Ended       Year Ended
                                                 December 31,     December 31,
     Supplemental cash flow information:            2001              2000
     -----------------------------------     ----------------   ---------------

     Cash paid for:
     Interest                                $          6,940  $         1,712
     Taxes                                   $             --  $         3,227

16. SUBSEQUENT EVENTS
    -----------------

     In March 2002, FMI redeemed DTR's 30% ownership interest for a purchase
     price of $1,500,000. According to the terms of the agreement, FMI paid
     $500,000 cash and issued two promissory notes to DTR. The first promissory
     note for $500,000 is due September 30, 2002, and bears interest at 8% per
     annum through June 30, 2002 and at 18% per annum thereafter. The second
     promissory note for $500,000 is due March 31, 2003, and bears interest at
     8% per annum through December 31, 2002 and at 18% per annum thereafter. If
     both promissory notes are fully paid on or before June 30, 2002, the
     principal amount on the notes and DTR's sales proceeds will be reduced by
     $100,000. Due to the uncertainties regarding the timing and realization of
     these proceeds, DTR will record its gain on the sale as the cash is
     received.



                                       27
<PAGE>



                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

                           PRINCIPAL SHAREHOLDERS AND
                              MANAGEMENT OWNERSHIP

         The following table contains information as of March 27, 2002,
concerning the beneficial ownership of the Company's Common Stock by persons
known to the Company to beneficially own more than 5% of the Common Stock, by
each director, by each executive officer named in the Summary Compensation
Table, and by all current and nominated directors and executive officers as a
group. Shares reported as beneficially owned include those for which the named
persons may exercise voting power or investment power, and all shares owned by
persons having sole voting and investment power over such shares unless
otherwise noted. The number of shares reported as beneficially owned by each
person as of March 27, 2002, includes the number of shares that such person has
the right to acquire within 60 days of that date, such as through the exercise
of stock options or warrants that are exercisable within that period.

<TABLE>
<CAPTION>
                                                        AMOUNT AND NATURE
  NAME AND ADDRESS OF BENEFICIAL OWNER                 OF BENEFICIAL OWNER               PERCENTAGE OWNED(A)
  ------------------------------------                 -------------------               -----------------

<S>                                                          <C>                                <C>
  Peter L. Hauser (B)                                         51,000 (1)                         4.1%
  2820 IDS Tower
  Minneapolis, MN  55402

  LeAnn C. Hitchcock (C)                                      40,000(2)                          3.2%
  5223 Industrial Blvd.
  Edina, MN  55439

  John P. Hupp (B, C)                                        247,500 (3)                        19.9%
  5223 Industrial Blvd.
  Edina, MN  55439

  Erlan Sagadiev                                             130,000 (4)                        10.4%
  5223 Industrial Blvd.
  Edina, MN  55439

  Roger W. Schnobrich (B)                                     45,700(5)                          3.6%
  222 South Ninth St., Suite 3200
  Minneapolis, MN  55402

  Beneficial  Owners  of 5% or  more,  Officers  and         514,200                            41.2%
  Directors as a group

  All current directors and officers as a group              384,200                            30.8%
  (4 people)


</TABLE>



                                       28
<PAGE>

 A   The total number of shares outstanding assuming the exercise of all
     currently exercisable and vested options and warrants held by all executive
     officers, current directors, and holders of 5% or more of the Company's
     issued and outstanding Common Stock is 1,221,890 shares. Does not assume
     the exercise of any other options or warrants.

 B   Designates a Director of the Company.

 C   Designates an Executive Officer of the Company.

(1)  Includes 6,000 shares held in IRA for the benefit of Mr. Hauser. Includes
     presently exercisable options for the purchase of 5,000 shares at $3.00
     issued under the terms of the 1997 Outside Directors Stock Option Plan.

(2)  Includes presently exercisable options for the purchase of 10,000 shares at
     $0.90 issued under the terms of the 1992 Stock Option Plan.

(3)  Includes 247,500 shares held by DTR as collateral for Mr. Hupp's $310,750
     loan outstanding on the balance owed for his purchase of 207,500 shares at
     $1.22 per share and 40,000 shares at $1.44 per share.

(4)  Includes 90,000 shares held by DTR as collateral for Mr. Sagadiev's $82,500
     loan outstanding on the balance owed for his purchase of 125,000 shares at
     $1.22 per share.

(5)  Includes presently exercisable options for the purchase of 5,000 shares at
     $3.00 per share and 5,000 shares at $1.50 per share issued under the terms
     of the 1997 Outside Directors Stock Option Plan.


                             OFFICERS AND DIRECTORS

The following table sets forth the current and executive officers of the
Company, their ages and positions with the Company as of March 27, 2002:


         NAME                    AGE             POSITION
         ----                    ---             --------

  Peter L. Hauser(1)(2)           61             Director

  Roger W. Schnobrich(1)(2)       72             Director

  John P. Hupp                    42             Director, Vice President

  LeAnn C. Hitchcock              32             President,
                                                 Chief Financial Officer

(1)  Member of the Compensation Committee.

(2)  Member of the Audit Committee.


         Mr. Hauser has been a director of the Company since October 1993. Since
1977, he has been employed by Equity Securities Trading Co., Inc., a
Minneapolis-based brokerage firm, and is currently a vice president and
principal.

         Mr. Schnobrich has been a director of the Company since October 1993.
He is a partner with Hinshaw & Culbertson, a Minneapolis law firm which serves
as legal counsel to the Company. Until 1997, he was an owner and attorney with
Popham, Haik, Schnobrich & Kaufman, Ltd., a Minneapolis-based law firm which he
co-founded in 1960. He also serves as a director of Rochester Medical
Corporation, a company that develops, manufactures and markets improved, latex
free, disposable urological catheters.





                                       29
<PAGE>


         Mr. Hupp was the Company's President from June 1995 to December 2000,
and a director since April 1996. To support the Company's need to reduce costs,
Mr. Hupp resigned as President in January 2001, but remained a non-salaried Vice
President and Director for the Company. He was Corporate Secretary from July
1994 until September 1997, and was Director of Legal Affairs from July 1993 to
June 1995. From June 1992 until June 1993, Mr. Hupp was President of Magellan
International Ltd., which marketed on-line and hard copy information for a
Russian information company. From March to June 1992, he served as Of Counsel
for the law firm of Hale & Dorr, establishing the firm's Moscow office. His work
included negotiating and establishing joint ventures for clients. From September
1990 to January 1992, Mr. Hupp was Senior Project Manager and Corporate Counsel
with Management Partnership International, Ltd. (MPI). Prior to his work at MPI,
Mr. Hupp was a trial lawyer for the firm of Bollinger & Ruberry and Pretzel &
Stouffer in Chicago for six years. Mr. Hupp received a J.D. Degree from the
University of Illinois College of Law and B.A. degrees in Russian Area Studies
and Political Science. Mr. Hupp has intensive language training from the
Leningrad State University in St. Petersburg, Russia.

         LeAnn Hitchcock, CPA was employed by the Company as the Controller on
July 7, 1997 and on September 25, 1997 was named Chief Financial Officer. In
January 2001, she was named acting CEO and president upon the resignation of Mr.
Hupp. Prior to joining the Company, Ms. Hitchcock was CFO of Galaxy Foods
Company in Orlando, Florida from December 1995 to June 1997. From 1994 to 1995,
she was a senior auditor for Coopers and Lybrand LLP in Orlando, FL. From 1992
to 1994, she worked for a local public accounting firm of Pricher and Company in
Orlando as a senior auditor and tax accountant. Prior to 1992, Ms. Hitchcock
worked for Arthur Andersen LLP as a staff auditor. Ms. Hitchcock obtained a BS
in Business Administration and a BS in Accounting from Palm Beach Atlantic
College in West Palm Beach, Florida in May 1990, and a Masters in Accounting
from Florida State University, Tallahassee, Florida in August 1991.

         Each Executive Officer of the Company is elected or appointed by the
Board of Directors of the Company and holds office until a successor is elected,
or until the earlier of death, resignation or removal.

         To the knowledge of the Company, no executive officer or director of
the Company is a party adverse to the Company or has material interest adverse
to the Company in any legal proceeding.

         The information given in this 10KSB concerning the Directors is based
upon statements made or confirmed to the Company by or on behalf of such
Directors, except to the extent that such information appears in its records.



                                       30
<PAGE>

MEETINGS OF THE BOARD AND COMMITTEES

         The Board of Directors held four formal meetings during 2001 and
adopted certain resolutions by written minutes of action. The Board of Directors
has two standing committees; an audit committee and a compensation committee.
All directors attended all of the formal meetings. The Audit Committee is
responsible for reviewing the services rendered by the Company's independent
auditors and the accounting standards and principles followed by the Company.
The Audit Committee held one meeting during 2001, which was attended by all
Committee members. During 2001, the Company has accrued or paid $22,500 for
audit services of KPMG, including its quarterly reviews and year-end audit fee.
The Company also paid KPMG $3,400 for tax services during 2001. The Audit
Committee does not believe that the tax services performed are incompatible with
the auditor's independence. The Compensation Committee is responsible for making
recommendations to the Board of Directors regarding the salaries and
compensation of the Company's executive officers. The Compensation Committee did
not meet during fiscal 2001 as there were no employees.

          COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

         Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10 percent of the registered class of
the Company's equity securities to file reports of ownership on Forms 3, 4, and
5 with the SEC. Officers, directors and greater than 10 percent shareholders are
required by SEC regulation to furnish the Company with copies of all Forms 3, 4,
and 5 they file.

         Based upon the Company's review of Forms 5 furnished to the Company
with respect to its fiscal year ended December 31, 2001, each of the following
directors, officers or beneficial owners of more than 10 percent of the
Company's Common Stock filed a Form 5 reporting previously unreported
transactions which were reportable, or previously unreported holdings which
became reportable, during such fiscal year: LeAnn Hitchcock. This officer
reported the issuance of 10,000 stock options which became reportable on or
before December 15, 2002.



ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth the cash and noncash compensation for
years ended December 31, 2001, 2000, and 1999 awarded to or earned by the Chief
Executive Officer:

                           SUMMARY COMPENSATION TABLE
                           --------------------------

<TABLE>
<CAPTION>
                                                                ANNUAL COMPENSATION
                                                                -------------------                      LONG-TERM
                                                                                   OTHER ANNUAL          COMPENSATION
                                      FISCAL YEAR      SALARY         BONUS        COMPENSATION         AWARDS/OPTIONS
NAME AND PRINCIPAL POSITION              ENDED          ($)            ($)             ($)                   (#)
---------------------------              -----       ---------       -------      -------------         -------------

<S>                                      <C>          <C>             <C>            <C>                 <C>
LeAnn C. Hitchcock,  President,  CEO     2001         $18,000          --               --               10,000(2)
& CFO(1)
                                         2000         $70,000          --             2,100              30,000(2)
                                         1999         $86,000          --             2,100                  --

John P. Hupp, President, CEO(3)          2001              --          --               --                   --
                                         2000         $98,542          --           $2,956(4)            40,000(5)
                                         1999        $110,000          --           $3,300(4)                --

</TABLE>

(1)  In addition to her role as Chief Financial Officer, Ms. Hitchcock was named
     President from January 2001 to present. Since January 1, 2001, she has
     agreed to work as an independent contractor on an hourly basis as needed
     for $75 per hour.

(2)  In November 2001, the Board issued 10,000 options to Ms. Hitchcock at the
     market price of $0.90 per share. In December 2000, the Board issued 30,000
     options to Ms Hitchcock at the market price of $.625 per share.

(3)  Mr. Hupp was President from June 16, 1995 to December 31, 2000. Effective
     October 1998, his salary was increased to $9,167 per month. Beginning
     October 15, 2000, Mr. Hupp agreed to work on a half-time basis and his
     salary was then decreased to $4,583 per month.

(4)  In 1998, the Board of Directors voted to contribute up to 3% over the
     employees' base salary to their respective Sar/Sep retirement account.

(5)  In January 2000, the Board issued 40,000 shares to Mr. Hupp at the current
     market price of $1.44 per share.




                                       31
<PAGE>

AGGREGATED OPTION EXERCISES: LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
-------------------------------------------------------------------------------

         The following table summarizes for the named executive officers the
number of stock options exercised during the year ended December 31, 2001, the
aggregate dollar value realized upon exercise, the total number of unexercised
options held at December 31, 2001 and the aggregate dollar value of in-the-money
unexercised options held at December 31, 2001. Value realized upon exercise is
the difference between the fair market value of the underlying stock on the
exercise date and the exercise price of the option. Value of Unexercised
In-the-Money Options at year-end is the difference between its exercise price
and the fair market value of the underlying stock on December 31, 2001, which
was $0.70 per share.

  AGGREGATED OPTION EXERCISES IN FISCAL 2001 AND FISCAL YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                                                          NUMBER OF                      VALUE OF UNEXERCISED
                                                   UNEXERCISED OPTIONS AT              IN-THE-MONEY OPTIONS AT
    NAME AND          SHARES                        DECEMBER 31, 2001 (#)               DECEMBER 31, 2001 ($)
   PRINCIPAL-       ACQUIRED ON     VALUE           ---------------------               ---------------------
    POSITION          EXERCISE     REALIZED       EXERCISABLE UNEXERCISABLE            EXERCISABLE UNEXERCISABLE
    --------          --------     --------       -------------------------            -------------------------

<S>                     <C>         <C>            <C>                <C>                <C>                <C>
LeAnn Hitchcock(1)      30,000      $45,000        10,000             None               None               None
President, CEO & CFO

John P. Hupp(2),       247,500     $431,750         None              None               None               None
 President, CEO

</TABLE>

(1)  Includes 30,000 options granted in a December 2000 employment agreement at
     $.625 per share that were exercised in April 2001, and 10,000 options
     granted in November 2001 at $0.90 per share that are currently unexercised.

(2)  Includes 207,500 options granted in a September 30, 1996 employment
     agreement at $1.22 per share and 40,000 options granted in January 2000 at
     $1.44 per share.


EMPLOYMENT AGREEMENTS

         On January 13, 2000, the Board of Directors agreed to amend Mr. Hupp's
employment agreement to reduce his current number of stock options from 250,000
to 207,500, to grant him 40,000 new stock options at the fair market value of
$1.44, and to offer him the option of a non-recourse loan bearing interest at 5%
per annum to purchase these options in the event that he is terminated without
cause.

         In January 2001, Mr. Hupp resigned as President, but remained a
non-salaried Vice President and Director for the Company. LeAnn Hitchcock, the
Company's chief financial officer, was then elected president and will continue
to work on a part time basis as an independent contractor in both positions.



                                       32
<PAGE>

         On December 18, 2000, the Board of Directors agreed to amend the
employment agreement of LeAnn Hitchcock, the Company's Chief Financial Officer.
In light of DTR's need to reduce expenses, they agreed to contract her services
at $75 per hour on a part-time basis rather than retain her as a full-time
employee effective January 1, 2001. Ms. Hitchcock agreed to not require any cash
payment until the Company was able to do so. At the same time, the Board voted
to cancel her existing 15,000 options and grant to her 30,000 new stock options
at the fair market value of $0.625 with the option of a loan bearing interest at
5% per annum to purchase these options at any time upon their vesting on March
31, 2001.

COMPENSATION OF DIRECTORS

         No director who is also an employee of the Company received any
additional compensation for services as a director.

         The non-employee directors of the Company include Messrs. Hauser and
Schnobrich and Hupp. During 2001, non-employee directors received no cash or
other compensation for their services as a director or committee member.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

None

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The law firm of Hinshaw & Culbertson provides legal services to the
Company. Roger Schnobrich, a director of the Company, is a partner in the firm.

         On February 1, 2000, Erlan Sagadiev exercised his right to 125,000
shares of the Company's common stock. He paid the Company $70,000 and gave the
Company a non-recourse promissory note bearing interest at 4.87% per annum for
the balance owed of $82,500. The principal and interest are due in five equal
installments beginning February 2001 and each year thereafter. This note is
secured by 90,000 of the exercised shares.

         On February 2, 2001, John Hupp exercised his right to 247,500 shares of
the Company's common stock. He gave the Company a promissory note bearing
interest at 5% per annum for the balance owed of $310,750. The principal and
interest are due in five equal installments beginning January 2002 and each year
thereafter. This non-recourse note is secured by all of the 247,500 exercised
shares.

         In April 2001, two members of the Board exercised 30,000 options by
giving the Company $41,875 in cash.

         On April 6, 2001, the Company's chief financial officer and current
president exercised her option on 30,000 shares of the Company's common stock,
and gave the Company a non-recourse promissory note for $18,750. The note was
immediately offset by $13,000 in back wages of $13,000 that was owed from 2000,
leaving a balance of $5,750. This note, which was secured by the shares, bore
interest at the rate of 5% per annum and was due in four equal installments
beginning April 6, 2003.

         On November 17, 2001, the Board of Directors agreed to borrow money
from the Company's chief financial officer to have funds available for working
capital. The funds received would be unsecured and bear interest at 12%. The
Board also agreed to issue 10,000 stock options at the market price of $.90 per
share for her services.

         By December 31, 2001, the Company borrowed $4,067 from the chief
financial officer. In January 2002, the Company borrowed an additional $2,750.
In April 2002, the Company repaid approximately $7,000 including principal and
interest on all amounts received.




                                       33
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


(a)  Documents required to be filed by Item 601 of Regulation S-B are included
     as exhibits to this report as follows:

          NO.      EXHIBIT DESCRIPTION
          ---      -------------------
          3.1     Articles of Incorporation of the Company dated November 11,
                  1991(1)

          3.2     Certificate of Amendment of Articles of Incorporation of the
                  Company dated June 16, 1992(1)

          3.3     Bylaws of the Company(1)

          3.4     Certificate of Amendment of Articles of Incorporation of the
                  Company, changing registered office address dated March 2,
                  1993(1)

          3.5     Certificate of Amendment of Articles of Incorporation of the
                  Company dated November 30, 1995(3)

          4.1     Form of stock certificate representing Common Stock, $.01 par
                  value per share, of the Company, issued by Company after a 1
                  for 3 reverse split effective December 12, 1995(3)

          4.2     Form of Subscription Agreement and Investment Representations
                  in connection with private placement of 300,000 shares of
                  Common Stock(1)

          4.3     Amended Incentive Stock Option Grant - Erlan Sagadiev dated
                  December 11, 1996(6)

          4.4     Amended Incentive Stock Option Grant - John Hupp dated
                  December 11, 1996(6)

          4.5     1992 Stock Option Plan as amended and restated effective
                  September 30, 1996(8)

          4.6     Developed Technology Resource, Inc. 1997 Outside Directors
                  Stock Option Plan effective November 1, 1997(7)

         10.1     Asset Sale Agreement between Company and a corporation to be
                  organized by Oleg Yermakov selling the Company's security
                  equipment distribution business and certain assets to Oleg
                  Yermakov, contingent on certain future events(5)

         10.2     Exclusive Distributor Agreement dated October 1995 between
                  Company and SECTOR 6, Security Division of N.V. COMAUTO S.A.
                  effective until September 30, 1998(5)

         10.3     Contract for Fiduciary Management of State Shares of the Open
                  Type Joint Stock Company, Ak-Bulak with their Subsequent
                  Buy-out Option (4)

         10.5     Form of Stock Option Agreement(1)

         10.6     Limited Liability Company Agreement of FoodMaster
                  International L.L.C. as amended and restated November 15,
                  1999(11)

         10.7     FoodMaster International L.L.C. Share Transfer Agreement dated
                  March 3, 1997(6)

         10.8     FoodMaster International L.L.C. Bill of Sale, Assignment and
                  Assumption Agreement dated March 3, 1997(6)



                                       34
<PAGE>

         10.9     Management Agreement between DTR and FoodMaster International
                  L.L.C. as amended and restated September 11, 1998(9)

        10.10     Termination of Management Agreement between DTR and FoodMaster
                  International L.L.C. effective November 15, 1999(11)

        10.11     Redemption of Ownership Interest between DTR and FoodMaster
                  International L.L.C. dated March 22, 2002(11)

        10.12     Form of Assignment of Financial Advisory Agreement from the
                  Company to FAI Limited Partnership effective January 31,
                  1993(1)

        10.13     Employment Agreement between DTR and Erlan Sagadiev effective
                  September 30, 1996(6)

        10.14     Employment Agreement between DTR and John Hupp effective
                  October 1, 1998 as amended and restated(9)

        10.15     Amendment to Employment Agreement between DTR and John Hupp
                  effective January 13, 2000(11)

        10.16     Office Lease between DTR and McNeil Real Estate dated March
                  11, 1997 effective until April 30, 2002(8)

        10.18     Promissory Note between DTR and Hyperport International, Inc.
                  dated July 26, 1999(11)

        10.19     Amendment to Employment Agreement between DTR and LeAnn
                  Hitchcock effective December 18, 2000(12)

        10.20     Partnership Agreement dated January 16, 1992 among the
                  Company, Armen P. Sarvazyan and Stanislav Yemelyanov
                  concerning the formation of Medical Biophysics International,
                  as amended by Partnership Agreement Amendment dated August 20,
                  1992(1)

        10.21     Letter of Understanding dated June 18, 1992 between the
                  Company and Armen P. Sarvazyan concerning Medical Biophysics
                  International, and May 22, 1992 letter from the Company to Dr.
                  Armen P. Sarvazyan, Ph.D.(1)

        10.22     Assignment of rights to Intracavity Ultrasonic Device for
                  Elasticity Imaging from Armen P. Sarvazyan, Stanislav
                  Emelianov and Andrei R. Skovoroda to Medical Biophysics
                  International dated December 19, 1992(1)

        10.23     Assignment of rights to Method and Apparatus for Elasticity
                  Imaging from Armen P. Sarvazyan and Stanislav Emelianov to
                  Medical Biophysics International dated December 19, 1992(1)

        10.24     Assignment of rights to Method and Device for Mechanical
                  Tomography of Tissue from Armen P. Sarvazyan to Medial
                  Biophysics International dated January 16, 1993(1)

        10.42     Form of Underwriter's Warrants dated May 5, 1993 between the
                  Company and Equity Securities Trading Co., Inc.(2)

        10.43     Form of Directors and Officers Indemnification Agreement
                  issued to each of the Company's officers and directors on
                  October 15, 1993 by action of the Board of Directors(2)

                                       35
<PAGE>

        10.45     Amendment to Asset Sale Agreement (Exhibit 10.1) dated August
                  20, 1997(7)

        10.46     LLC Redemption Agreement dated March 29, 2002 regarding the
                  Company's interest in FoodMaster International, LLC(13)

        21.1      Subsidiaries of Developed Technology Resource, Inc. as
                  amended(10)



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

(1)    Incorporated by reference to the same exhibit number included in the
       Company's registration statement on Form SB-2, as Amended, filed with the
       Commission as file number 33-58626C in 1993.

(2)    Incorporated by reference to the same exhibit number included in the
       Company's Annual Report on Form 10-KSB filed with the Commission for the
       fiscal year ended October 31, 1993.

(3)    Incorporated by reference to exhibit numbers 1A and 3A included in the
       Company's Form 8-A/A filed with the Commission on December 12, 1995.

(4)    Incorporated by reference to exhibit number 10 included in the Company's
       Quarterly Report on Form 10-QSB for the third fiscal quarter ended July
       31, 1996.

(5)    Incorporated by reference to the same exhibit number included in the
       Company's Annual Report on Form 10-KSB filed with the Commission for the
       fiscal year ended October 31, 1995.

(6)    Incorporated by reference to exhibit numbers 4.1, 4.2, 10.1, 10.2, 10.3,
       10.4, 10.5 and 10.6 included in the Company's Quarterly Report on Form
       10-QSB filed with the Commission for the first fiscal quarter ended
       January 31, 1997.

(7)    Incorporated by reference to exhibit numbers 10.44 and 10.45 included in
       the Company's Annual Report on Form 10-KSB filed with the Commission for
       the fiscal year ended October 31, 1997.

(8)    Incorporated by reference to exhibit numbers 10.4 and 10.16 included in
       the Company's Quarterly Report on Form 10-QSB filed with the Commission
       for the first fiscal quarter ended January 31, 1998.

(9)    Incorporated by reference to the same exhibit number included in the
       Company's Quarterly Report on Form 10-QSB filed with the Commission for
       the third calendar quarter ended September 30, 1998.

(10)   Incorporated by reference to the same exhibit number included in the
       Company's Annual Report on Form 10-KSB filed with the Commission for the
       fiscal year ended December 31, 1998.

(11)   Incorporated by reference to the same exhibit number included in the
       Company's Annual Report on Form 10-KSB filed with the Commission for the
       fiscal year ended December 31, 1999.

(12)   Incorporated by reference to the same exhibit number included in the
       Company's Annual Report on Form 10-KSB filed with the Commission for the
       fiscal year ended December 31, 2000.

(13)   Incorporated by reference as exhibit number 99 in the Company's Form 8K
       filed April 3, 2002.



(b)    Reports on Form 8K
          No reports on Form 8K were filed during the last quarter of the fiscal
          year ended December 31, 2001 covered by this report.





                                       36
<PAGE>


                                   SIGNATURES
         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                                          DEVELOPED TECHNOLOGY RESOURCE, INC.



Date:    April 13, 2002          By   /s/ LeAnn C. Hitchcock
                                      ------------------------------------------
                                      Name:   LeAnn C. Hitchcock
                                      Title:     Chief Financial Officer
                                      (Principal Financial & Accounting Officer)



Date:    April 13, 2002          By   /s/ John P. Hupp
                                      ------------------------------------------
                                      Name:   John P. Hupp
                                      Title:     Director



Date:    April 13, 2002          By   /s/ Peter L. Hauser
                                      ------------------------------------------
                                      Name:   Peter L. Hauser
                                      Title:     Director



Date:    April 13, 2002          By   /s/ Roger W. Schnobrich
                                      ------------------------------------------
                                      Name:   Roger W. Schnobrich
                                      Title:     Director




                                       37