SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ . Commission file number: 001-15777 Unitrend, Inc. (Exact name of registrant as specified in its charter) Nevada 34-1904923 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) 4665 West Bancroft St. Toledo, Ohio 43615 (Address of principal executive offices, including zip code) (419) 536-2090 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ] Number of shares of registrant's common stock outstanding as of September 30, 2002: 70,371,770 UNITREND, INC. AND SUBSIDIARY FORM 10-QSB QUARTER ENDED SEPTEMBER 30, 2002 Table of Contents PART I FINANCIAL INFORMATION Page Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets at September 30, 2002 And December 31, 2001........................................... 3 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2002,2001 and for the period from September 27, 1994(date of inception)to September 30, 2002. 4 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2002, 2001 and for the period from September 27, 1994(date of inception)to September 30, 2002...... 5 Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 2002 and for the year ended December 31, 2001............................................... 6 Notes to Condensed Consolidated Financial Statements............ 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 8-10 PART II OTHER INFORMATION Item 1. Legal Proceedings............................................... 10 Item 2. Changes In Securities And Use Of Proceeds....................... 10 Item 3. Defaults Upon Senior Securities................................. 11 Item 4. Submission Of Matters To A Vote Of Security Holders............. 11 Item 5. Other Information............................................... 11 Item 6. Exhibit......................................................... 11 Signatures...................................................... 11 This quarterly report on Form 10-QSB is for the three and nine months ended September 30, 2002. This quarterly report modifies and supersedes documents filed prior to this quarterly report. The Securities and Exchange Commission (SEC) allows us to "incorporate by reference" information that we file with them, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this quarterly report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this quarterly report. In this quarterly report, "Unitrend," "we," "us" and "our" refer to Unitrend, Inc. and its subsidiary. You should carefully review the information contained in this quarterly report and in other reports or documents that we file from time to time with the SEC. In this quarterly report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify those so-called "forward-looking statements" by words such as "may," "will," "should," "expects" "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of those words and other comparable words. You should be aware that those statements are only our predictions. Actual events or results may differ materially. In evaluating those statements, you should specifically consider various factors, including the risks outlined below. Those factors may cause our actual results to differ materially from any of our forward-looking statements. Part I. Financial Information Item I. Condensed Consolidated Financial Statements UNITREND, INC. AND SUBSIDIARY (Development Stage Companies) CONSOLIDATED BALANCE SHEETS ASSETS (unaudited) (unaudited) September 30, 2002 December 31,2001 ---------------- ---------------- CURRENT ASSETS Cash $ 33 $ 235 ---------------- ---------------- PROPERTY AND EQUIPMENT, at cost Land 67,485 67,485 Building and improvements 376,716 376,716 Furniture and fixtures 65,266 65,266 Computer equipment 151,055 151,055 Computer software 46,719 46,719 Automobiles 15,937 15,937 Tooling and dies under construction 1,469,429 1,469,429 ---------------- ---------------- 2,192,607 2,192,607 Less accumulated depreciation (286,231) (267,016) ---------------- ---------------- Net property and equipment 1,932,698 1,925,591 ---------------- ---------------- OTHER ASSETS Patent licensing costs, net of accumulated amortization 25,471 27,058 Loan costs, net of accumulated amortization 817 1,634 ---------------- ---------------- Total other assets 26,289 28,692 ---------------- ---------------- TOTAL ASSETS $ 1,932,698 $ 1,954,518 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITES Accounts payable $ 583,717 $ 502,970 Current portion of note payable 214,243 225,520 Accrued expenses 500,348 492,911 ---------------- ---------------- Total current liabilities 1,298,308 1,221,401 ---------------- ---------------- NOTES PAYABLE - RELATED PARTIES 84,745 251,303 ---------------- ---------------- STOCKHOLDERS' EQUITY Common stock, no par value 3,795,598 3,557,503 Additional paid-in capital 8,023,695 8,023,695 Deficit accumulated in the development stage (11,269,649) (11,099,384) ---------------- ---------------- Total stockholders' equity 549,644 481,814 ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,932,698 $ 1,954,518 ================ ================ UNITREND, INC. AND SUBSIDIARY (Development Stage Companies) CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) September 27, 1994 Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended (Date of Inception) Sept 30, 2002 Sept 30, 2001 Sept 30, 2002 Sept 30, 2001 to Sept 30, 2002 ---------------- ---------------- ---------------- ---------------- ---------------- Sales $ - $ - $ - $ - $ 603 Research and development expenses - - - - (529,943) Selling, general and administrative expenses (50,800) (44,221) (151,905) (310,740) (10,466,419) ---------------- ---------------- ---------------- ---------------- ---------------- Operating loss (50,800) (44,221) (151,905) (310,740) (10,995,759) Interest income - - - - 1,546 Interest expense (7,593) (10,223) (18,360) (27,865) (251,468) ---------------- ---------------- ---------------- ---------------- ---------------- Net loss before cumulative effect of change in accounting principle (58,393) (54,444) (170,265) (338,605) (11,245,681) Cumulative effect of change in accounting principle - - - - (23,968) ---------------- ---------------- ---------------- ---------------- ---------------- Net loss $ (58,393) $ (54,444) $ (170,265) $ (338,605) $ (11,269,649) ================ ================ ================ ================ ================ Basic and diluted loss per share: Before cumulative effect of change in accounting principle $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.17) Cumulative effect of change in accounting principle - - - - - ---------------- ---------------- ---------------- ---------------- ---------------- Net loss $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.17) ================ ================ ================ ================ ================ Weighted average shares outstanding used to compute basic and diluted loss per share 70,371,770 69,895,580 70,371,770 69,895,580 66,927,991 ================ ================ ================ ================ ================ UNITREND, INC. AND SUBSIDIARY (Development Stage Companies) CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) (unaudited) (unaudited) September 27, 1994 Nine Months Ended Nine Months Ended (Date Of Inception) Sept 30, 2002 Sept 30, 2001 to Sept 30, 2002 ---------------- ---------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (170,265) $ (338,605) $ (11,269,649) ---------------- ---------------- ---------------- Adjustments to reconcile net loss to net cash used in operating activities: Change in accounting principle - - 23,968 Options issued for services - - 5,326,989 Depreciation & amortization 21,618 27,627 305,495 Loss on disposal of property and equipment - 6,908 4,735 Bad debt - - 42,157 Accrued interest income - - (3,091) Common stock issued for services - - 10,000 Increase in operating liabilities: Accounts payable 80,747 126,656 583,717 Accrued expenses 7,437 30,265 570,289 ---------------- ---------------- ---------------- Total adjustments 109,802 191,456 6,864,259 ---------------- ---------------- ---------------- Net cash used in operating activities (60,463) (147,149) (4,405,390) ---------------- ---------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES Payment for patent licensing costs - - (31,723) Purchase of property and equipment - (330) (2,210,464) Proceeds from sale of property and equipment - 10,941 10,941 Loans to related parties - - (18,191) Loans to other entities - - (23,916) Repayment from employee - - 3,041 Payment of organizational cost - - (30,168) ---------------- ---------------- ---------------- Net cash provided by (used in ) investing activities - 10,611 (2,300,480) ---------------- ---------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES Payment of loan costs - - (5,448) Loans from stockholder 71,538 92,891 2,744,695 Proceeds from note payable - - 290,000 Payment on note payable (11,277) - (75,757) Proceeds from sale of common stock and exercise of stock options - - 2,619,563 Payments for stock recissions - - (134,170) Sale of stock subject to recission for cash - - 1,267,020 ---------------- ---------------- ---------------- Net cash provided by financing activities 60,261 92,891 6,705,903 ---------------- ---------------- ---------------- Net increase (decrease) in cash (202) (43,647) 33 Cash - beginning of period 235 43,739 - ---------------- ---------------- ---------------- Cash - end of period $ 33 $ 92 $ 33 ================ ================ ================ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period Interest $ 10,922 $ - $ 138,745 SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: The President/Majority Stockholder exercised 476,190 options to purchase stock, during the period ended March 31, 2002, at a price of $0.50 per share by forgiving debt of $238,095. UNITREND, INC. AND SUBSIDIARY (Development Stage Companies) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) For the Nine Months Ended September 30, 2002 And For the Year Ended December 31, 2001 (unaudited) Deficit Accumulated Common Stock Additional During the ---------------- Paid-in Development Shares Amount Capital Stage Total ---------- ---------- ---------- ------------- ---------- BALANCE - DECEMBER 31, 2000 69,895,580 3,557,503 8,023,695 (10,667,395) 913,803 Net loss - 2001 - - - (431,989) (431,989) ---------- ---------- ---------- ------------- ----------- BALANCE - DECEMBER 31, 2001 69,895,580 $3,557,503 $8,023,695 $(11,099,384) $ 481,814 Majority stockholder exercised options at $0.50 per share on January 22, 2002 476,190 238,095 - - 238,095 Net loss for the period ended September 30, 2002 - - - (170,265) (170,265) ---------- ---------- ---------- ------------- ----------- BALANCE - SEPTEMBER 30, 2002 70,371,770 $3,795,598 $8,023,695 $(11,269,649) $ 549,644 ========== ========== ========== ============= =========== UNITREND, INC. AND SUBSIDIARY FORM 10-Q SB QUARTER ENDED SEPTEMBER 30, 2002 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) BASIS OF PRESENTATION The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included herein reflect all adjustments (which include only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the results for the three and nine month periods ended September 30, 2002. The results for the three and nine month periods ended September 30, 2002 are not necessarily indicative of the results expected for the full fiscal year. NATURE AND SCOPE OF BUSINESS Unitrend, Inc. (the Company) a Nevada corporation as of January, 1999, formerly an Ohio corporation, is a development stage company formed to produce computer enclosures for a national market. The Company was incorporated on April 11, 1996 as Versa Case, Inc. On May 15, 1996, the Company changed its name to Unitrend, Inc. The Company's operations to date have consisted primarily of incidental sales of computer components while the company personnel have primarily concentrated on the development and patenting of the enclosure and related components. To date, the Company has been issued seven United States patents with three patent applications pending. The VersaCase patent alone was valued at $9,478,000 by Robinwood Consulting, an independent firm experienced in the valuation of intellectual property. As of September 30, 2002, expenses incurred have been primarily for administrative support, tooling and product development of the patented enclosures that will ultimately be sold, which has resulted in an accumulated deficit in the development stage of $11,270,000. On April 16, 1998, the Company formed another entity called Osborne Manufacturing, Inc. (OMI). The Company owns sixty percent of OMI and a current employee of OMI owns the remaining forty percent. OMI was created to produce the Company's products. Management believes that we can save time and money by dissolving its subsidiary and ceasing operations at its production facility, this decision was made effective on September 30, 2002. On September 20, 2002, Unitrend entered into a contract with New Product Innovations, Inc. (NPI) to provide turnkey manufacturing of its product line. NPI is a joint venture between General Electric(GE) and Fitch, Inc. NPI along with Fitch will complete product development, obtain agency approvals, engage in product positioning and manufacturing development. The Company merged with Server Systems Technology, Inc. (SSTI) effective December 15, 1998. SSTI was the predecessor to the Company and was formed September 27, 1994. It owns several patents that are key to the Company's products, but otherwise has ceased its development stage operations when the Company was formed in April, 1996. SSTI is a related party to the Company since the two entities have common stockholders. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. PRINCIPLES OF CONSOLIDATION The consolidated financial statements are on the accrual basis of accounting and include the financial statements of the Parent for the period ended September 30, 2002 (unaudited) and 2001 (unaudited), in entirety, and include the financial statements of its 60% owned Subsidiary. All material intercompany balances and transactions are eliminated in consolidation. RELATED PARTY PAYABLE There were unsecured notes payable to the President/majority stockholder, which accrue interest at prime on the first business day of the year, payable in ten equal installments after the Company is profitable for one year. As of September 30, 2002 and December 31, 2001, the outstanding balances of the notes payable to the President/majority stockholder were $84,745 and $251,303, respectively. On March 31, 2000, our President/majority stockholder forgave loans to the Company of $2,171,854 and accrued interest of $69,942. The forgiveness was accounted for as an addition to contributed capital. CONTINGENCIES The Company is a defendant in one lawsuit by a stockholder. Management believes that it will ultimately prevail in this legal action and accordingly, no provision for the amount of any award has been recorded in the accompanying financial statements. NEW ACCOUNTING PRONOUNCEMENT The FASB has issued FASB Statement No. 147, Acquisitions of Certain Financial Institutions which will not have any effect on the financial statements of the Company. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS - THIRD QUARTER OF 2002 COMPARED TO THIRD QUARTER OF 2001 The Company did not have revenues during the quarter ended September 30, 2002 or during the quarter ended September 30, 2001. We expect to begin selling the VersaCase in mid 2003. We had an operating loss of $50,800 during the quarter ended September 30, 2002 as compared to an operating loss of $44,221 during the quarter ended September 30, 2001, an increase of 15%. As discussed below, the operating loss grew due to an increase in selling, general and administrative expenses. Selling, general and administrative expenses increased to $50,800 during the quarter ended September 30, 2002 as compared to $44,221 for the quarter ended September 30, 2001, an increase of 15%. This change was due primarily to an increase in consulting expense of approximately $25,000 incurred during the quarter ended September 30, 2002 as compared to the quarter ended September 30, 2001. The Company experienced decreases in rent expense, telephone expense and utilities expense that were approximately $15,000, $1,600 and $1,400, respectively as the Company continued its efforts to cut costs to decrease the Company's need for cash. The Company did not incur significant increases in other expenses during the quarter ended September 30, 2001 as compared to the quarter ended September 30, 2000. During the quarters ended September 30, 2002 and September 30, 2001 there were no stock options granted under our 1999 Stock Option Plan. RESULTS OF OPERATIONS FIRST NINE MONTHS OF 2002 COMPARED TO FIRST NINE MONTHS OF 2001 The Company did not have revenues during the nine months ended September 30,2002 or during the nine months ended September 30, 2001. We expect to begin selling the VersaCase in mid 2003. We had an operating loss of $151,905 during the nine months ended September 30, 2002 as compared to an operating loss of $310,740 during the nine months ended September 30, 2001, a decrease of 51%. As discussed below, this operating loss decreased due to a reduction in selling, general and administrative expenses. The Company did not have research and development expenses during the nine months ended September 30, 2002 or for the nine months ended September 30, 2001. We believe that research and development expenses will increase as we go forward due to a contract entered into with New Product Innovations, Inc. (NPI) to provide turnkey manufacturing of our product line. NPI along with Fitch, Inc. will complete product development, obtain agency approvals, engage in product positioning and manufacturing development. Selling, general and administrative expenses decreased to $151,905 during the nine months ended September 30, 2002 as compared to $310,740 during the nine months ended September 30, 2001, a decrease of 51%. This change was due primarily to a decrease in advertising, professional fees, contract labor and promotional items during the nine months ended September 30, 2002 of approximately $125,500 as compared to the nine months ended September 30, 2001 because of the costs associated with the filing and promotion of our SB-2 registration with the SEC in 2001. Other significant decreases in rent expense, utilities expense, telephone expense and insurance expense were approximately $37,000, $9,300, $6,600 and $6,000, respectively as the Company continued its efforts to cut costs to decrease the Company's need for cash. The Company saw an increase in consulting expense of $25,000 due to a contract the Company entered into with an outside firm that will use its best efforts to secure necessary funding needed to meet the Company's future financial obligations. There were no stock options granted to non-employees during the nine months ended September 30,2002 or during the nine months ended September 30, 2001. LIQUIDITY AND CAPITAL RESOURCES The Company has financed its operations since inception primarily through public and private sales of equity securities, as well as through loans from its President/majority stockholder, Conrad A.H. Jelinger. As of September 30, 2002, the Company's cash totaled $33. Loans from the Mr. Jelinger during the nine months ended September 30, 2002 totaled $71,538. Accounts payable increased to $583,717 for the nine months ended September 30, 2002 compared to $502,970 at year end December 31, 2001. Primary uses of cash for the nine months ended September 30, 2002 included $60,463 for the Company's operations and working capital requirements. For the nine months ended September 30, 2001, primary uses of cash for the Company's operations and working capital requirements totaled $147,149. Our future capital requirements will depend upon numerous factors, including the amount of revenues generated from operations, the cost of our sales and marketing activities and the progress of our research and development activities, none of which can be predicted with certainty. In December, 2000, the company filed an SB-2 registration statement with the Securities and Exchange Commission to register 4,000,000 shares of common stock, at $10.00 per share in a "Best Efforts" offering. The filing was declared effective on December 28, 2000. The purpose of the offering was to raise sufficient funds to enable the company to commence manufacturing of its VersaCase product. Ultimately, the company did no receive sufficient subscriptions to enable to commence manufacturing operations and the offering terminated with all funds returned to subscribers. Currently, the company plans to raise sufficient funds through the advancement of monies by its founder and through the aid of an outside consulting firm that will attempt to secure the necessary funding needed to meet the new financial obligations associated with the contract recently signed with New Product Innovations, Inc. regarding product development and out- source manufacturing. While funds advanced and raised from the founder and the outside consulting firm may enable the company to continue product development and commence out-source manufacturing, we cannot be certain that the founder will continue to fund our capital needs. Consequently, we may seek additional funding during the next 24 months through a post effective amendment to the SB-2 registration statement. There can be no assurance that any additional financing will be available on acceptable terms, if required. Moreover, if additional financing is not available, we could be required to reduce or suspend our operations, seek an acquisition partner or sell securities on terms that may be highly dilutive or otherwise disadvantageous to existing investors, or investors purchasing stock offered in the anticipated secondary offering. In the event that neither of the capital-raising mechanisms described above result in timely usable proceeds to the Company, we may have a serious shortfall of working capital. We have experienced in the past, and may continue to experience, operational difficulties and delays in product development due to working capital constraints. Any such difficulties or delays could have a material adverse effect on our business, financial condition and results of operations. OUTLOOK The outlook section contains a number of forward-looking statements, all of which are based on current expectations. Actual results may differ materially. Our growth strategy is built around five imperatives: maintaining technology leadership; increasing market share; acquiring other business entities; leveraging strategic relationships; and the recruiting and retaining of key personnel. MAINTAINING TECHNOLOGY LEADERSHIP. The cutting edge of our effort to achieve technological leadership is to establish a standard for open architecture and modularity in the computer enclosure industry. Other components, accessories, and products are in various stages of development. They will be supported by an aggressive research and development budget. INCREASING MARKET SHARE. Our entry into the market is estimated at a modest level to allow us to grow at a reasonable pace. However, we make no representations or guarantees that we will be able to manage the growth of our business. Once VersaCase is introduced, we expect that there will be significant interest across a number of market segments. The VersaCase is unparalleled in its versatile application as a PC or server enclosure. The ease of access and scalability will provide numerous benefits to routine and mission-critical users that will propel and increase market share. ACQUIRING OTHER BUSINESS ENTITIES. In order to expand our technological and market capabilities, we may consider the pursuit of other companies. Such acquisitions may include core and non-core entities. A core entity may be a research and development group, and a non-core firm could be one that might enhance our production process. LEVERAGING STRATEGIC RELATIONSHIPS. We intend to leverage our relationship with companies that complement our mission. For instance, the uniqueness of VersaCase technology will create opportunities for us to establish strong relationships with key distributors. These distributors will be able to offer their clients a product that is very competitive and distinctive. We have been approached by distributors to consider a channel relationship or exclusive position with them. While we must maintain a broader market focus, we may selectively enter into agreements that would enhance market credibility and penetration. RECRUITING AND RETAINING OF KEY PERSONNEL. An entrepreneurial spirit that was based in creativity, risk and reward drove the birth of this company. We intend to maintain this quality by offering competitive salary and incentive compensation. Our overriding human resources philosophy is to build a corporate culture that supports the success of each employee, as well as the company. Part II.	Other Information Item 1.	Legal Proceedings Two former employees, spouses to each other, filed suit against the company in April 2000 requesting the return of their investment of $250,000. The suit was filed in the United States District Court in Hawaii based on Hawaii state securities law. The United States District Court in Hawaii removed the case to the United States District Court in Ohio for lack of jurisdiction. The Company believes this lawsuit has no merit and intends to vigorously defend itself. Item 2. Changes In Securities And Use Of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission Of Matters To A Vote Of Security Holders Not Applicable Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) List of Exhibits 99. Additional Exhibits Exhibit 99.1 Certification Under Section 906 of Sarbanes-Oxley Act of 2002 (b) Reports on form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Unitrend, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNITREND, INC. Dated: October 18, 2002 By: /S/ CONRAD A.H. JELINGER: _________________________ Conrad A.H. Jelinger Chief Executive Officer, Interim Chief Financial Officer and President