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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12b-25

                                              Commission File Number  0-15960

                           NOTIFICATION OF LATE FILING

(Check  One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form  10-Q
                                                        [ ] Form N-SAR

For Period Ended:      March 31, 2002
                 ------------------------------------------------


[ ] Transition Report on Form 10-K   [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F   [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period
Ended:____________________________________________________________________

      Read attached instruction sheet before preparing form. Please print or
type.

      Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

      If the  notification  relates to a portion of the filing  checked above,
identify the Item(s) to which the notification relates:  N/A
                                                       --------------

                         Part I. Registrant Information

Full name of registrant         U.S. TECHNOLOGIES INC.
                        ---------------------------------------------------

Former name if applicable
                  N/A
- ---------------------------------------------------------------------------

             1130 Connecticut Avenue, NW, Suite 700
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Address of principal executive office (Street and number)

City, State and Zip Code       Washington, DC 20036
                        ---------------------------------------------------






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                        Part II. Rule 12b-25 (b) and (c)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)

[X] (a) The reasons  described in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

[X] (b) The subject annual report, semi-annual report, transition report or Form
10-K, 20-F, 11-K or Form N-SAR,  or portion  thereof will be filed on or before
the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion  thereof will be
filed on or before the fifth calendar day following the prescribed due date; and

[ ]  (c)  The  accountant's  statement  or  other  exhibit  required  by  Rule
12b-25(c) has been attached if applicable.

                               Part III. Narrative

      State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period (Attach extra sheets if needed.)

                                See Attachment A

                           Part IV. Other Information

      (1) Name and  telephone  number of person to  contact  in regard to this
notification

    Michael R. Skoff                  (202)         466-3100
       (Name)                      (Area Code) (Telephone Number)

      (2) Have all other periodic  reports  required under Section 13 or 15(d)
of the Securities  Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940  during  the  preceding  12 months  or for such  shorter
period that the registrant was required to file such report(s)  been filed?  If
the answer is no, identify report(s).

[X] Yes  [ ] No

      (3)  Is it  anticipated  that  any  significant  change  in  results  of
operations from the  corresponding  period  for the  last  fiscal  year  will be
reflected by the earnings  statement to be  included  in the  subject  report or
portion thereof?

[X] Yes  [ ]  No



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      If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                                See Attachment A



                        U.S. TECHNOLOGIES INC.
- ------------------------------------------------------------------------------
                 (Name of registrant as specified in charter)


Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.




Date     May 14, 2002                 By____________________________________
     -------------------------------      Michael R. Skoff
                                          Chief Financial Officer




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                                  ATTACHMENT A

      The Registrant will be unable to timely file its quarterly report on Form
10-QSB for the period ended March 31, 2002 until on or before the fifth calendar
day following the prescribed due date due to the fact that the Registrant was
unable to complete the preparation of its financial statements in time for
Registrant's independent certified public accountants to complete their review.

      The Registrant anticipates that there will be significant changes in the
results of operations from the corresponding period of the last fiscal year due
to a significant acquisition in March 2001.







Form 12b25 10-QSB (3.31.02)