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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:      June 30, 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

      Gregory Earls               (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     August 14, 2002                   By
     -------------------------------         -------------------------------
                                             Gregory Earls
                                             Chief Executive 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 June 30, 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 and a significant disposition in
April 2002..







Form 12b25 10-QSB (6.30.02)