<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934:  For  the  fiscal  year  ending  September  30,  2002


[  ]    TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934:  For  the  transition  period  from
         _________  to  _________

                     Commission file number:      000-30734

                            STEAM CLEANING USA, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

                  Delaware                                    11-3255619
                  --------                                    ----------
(State  or  other  jurisdiction  of  incorporation  or     (I.R.S. Employer
              organization)                                Identification  No.)

68A  Lamar  Avenue,  West  Babylon,  New  York                 11704
----------------------------------------------                 -----
(Address  of  Principal  executive  offices)                (Zip  Code)

Issuer's  telephone  number  (814)  235-6140
                             ---------------

Securities  registered  under  Section  12(b)  of  the  "Exchange  Act"

Common  Share  Par  Value,  $.0001
----------------------------------
       (Title  of  each  Class)

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:  None
                                                                        ----

Check  whether  the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such a 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.  [X] Yes  [  ] No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-K  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information  statements incorporated by reference in Part II of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

The  issuer's  revenues  for  its  most  recent  fiscal  year:  $0.00
                                                                -----

The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates  based  on the average bid and asked price of such common equity,
as  of  December  31,  2002  was  approximately  $83,367.17
                                                -----------

The  number  of  shares of Common Stock outstanding, as of December 31, 2002 was
8,914,734.

Transitional  Small  Business  Disclosure  Format  (check  one): Yes ____; No  X
                                                                             ---


<PAGE>
<TABLE>
<CAPTION>
                            STEAM CLEANING USA, INC.
                          ANNUAL REPORT ON FORM 10-KSB

                    FOR FISCAL YEAR ENDED SEPTEMBER 30, 2002

                                      INDEX
<S>          <C>                                                                  <C>
                                                                                   PAGE  NO:

PART  I

ITEM  1.     DESCRIPTION  OF  BUSINESS      . . . . . . . . . . . . . . . . . . .     3
ITEM  2.     DESCRIPTION  OF  PROPERTY      . . . . . . . . . . . . . . . . . . .     6
ITEM  3.     LEGAL  PROCEEDINGS   . . . . . . . . . . . . . . . . . . . . . . . .     7
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY
             HOLDEDRS         . . . . . . . . . . . . . . . . . . . . . . . . . .     8


PART  II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED
             STOCKHOLDER  MATTERS       . . . . . . . . . . . . . . . . . . . . .     8
ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION . .    10
ITEM  7.     FINANCIAL  STATEMENTS      . . . . . . . . . . . . . . . . . . . . .    13
             TTI HOLDINGS FT-1
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS
             ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE  . . . . . . . . . . . . .   14


PART  III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND
             CONTROL  PERSONS;  COMPLIANCE  WITH  SECTION  16  (a)  OF
             THE  EXCHANGE  ACT        . . . . . . . . . . . . . . . . . . . . . .   15
ITEM  10     EXECUTIVE  COMPENSATION   . . . . . . . . . . . . . . . . . . . . . .   17
ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWERNS
             AND  MANGAEMENT     . . . . . . . . . . . . . . . . . . . . . . . . .   18
ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS. . . . . . . . . .   19
ITEM  13.    EXHIBITS  AND  REPORTS  ON  FORM  8-K       . . . . . . . . . . . . .   22
ITEM  14     CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . .   22
</TABLE>

                                        2
<PAGE>

                            STEAM CLEANING USA, INC.

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

BUSINESS  DEVELOPMENT:
----------------------
     Steam  Cleaning  USA,  Inc.,  formerly  TTI  Holdings  of  America Corp was
incorporated  in November 1994 under the laws of the State of Delaware under the
name  Thermaltec  International,  Corp.  On May 18, 2001, Thermaltec changed its
name  to  TTI  Holdings  of  America  Corp.  ("TTI" or the "Company").  From its
inception  until  July  2001,  TTI  was  primarily  engaged in the thermal spray
coating  industry  in  the U.S. and Costa Rica.   In July 2001, TTI divested the
operations  of  its  thermal  spraying  business,  formerly  consolidated in its
wholly-owned subsidiary Panama Industries, Ltd, to its shareholders of record as
of  June  22, 2001 in the form of a stock dividend on the basis of one (1) share
of  Panama  for  every  three  (3)  shares of TTI owned (the "Panama Spin-off").
Accordingly,  as  of  July  2,  2001,  TTI was no longer in the thermal spraying
business  and  has been operating as a holding company focused on developing new
business  opportunities.

     Due  to  the  fact that the divesture of its thermal spraying business took
place  in  the  Company's fourth fiscal quarter (July 2001), the majority of the
September  30,  2001  year  activity  reflected  in  the  accompanying financial
statements  and the discussion hereafter is related to this business.  Following
the  Panama  Spin-off,  as  a  result  of  the  changes in the marketplace and a
deterioration  to the Company's financial position, the Company discontinued its
business  strategy  of  making acquisitions and investments in private companies
and  adopted  a  new strategy of simplifying the Company's capital structure and
seeking a strategic partner. In order to facilitate the new direction, in August
2001, the Company engaged outside management consultants Crossover Advisors, LLC
with  the  mandate to assess the strategic value of all current holdings as well
as  pursuing a merger or acquisition partner that would deliver value to TTI and
its  shareholders.

     On  August  19,  2002,  the company changed its name to Steam Cleaning USA,
Inc.

                                        3
<PAGE>

RECENT  TRANSACTIONS:
---------------------
Pursuant to the Stock Purchase Agreement, dated August 15, 2002, entered into by
the  Registrant,  the shareholders of the issued and outstanding shares of Steam
Cleaning  USA, Inc., have sold their shares to the Registrant to the issuance of
a  total of 90,000,000 shares of common stock.  The shares shall be issued after
the  effectiveness of the five (5) for one (1) reverse split, to be effective on
September  3,  2002.  At  that  time  the shareholders will receive an aggregate
total  amount  of  18,000,000  shares.  On December 27, 2002, the Stock Purchase
Agreement,  dated  August  15,  2002,  was amended in that the 90,000,000 shares
issued  were  returned  to  the treasury and in their place a total of 5,000,000
shares  were  issued.

Steam  Cleaning  USA,  Inc.,

Steam  Cleaning  USA,  Inc.("SCUS")  is  a  Wisconsin  corporation  organized
specifically  to potentially acquire and expand the operations of Steam Cleaning
and  Sterilization,  Inc.   Currently,  the Company is hopeful that it may enter
into  serious  discussions with Steam Cleaning and Sterilization with respect to
acquiring the company.  Until and unless such transaction occurs, the Company is
in  effect  a  developmental  company  trying  to  enter  the  same  business

The  business  began  its  existence  as  an  unincorporated proprietorship over
forty-five  years ago when the present owners began providing steam cleaning and
cart  maintenance  services  to  local  grocery  stores  in  Wisconsin.  The
proprietorship  was  incorporated  in 1962 under its present name as a Wisconsin
corporation.  The  company  continued  to primarily service grocery stores, even
after the stores were acquired or merged into larger regional entities. Over the
years,  the  business has grown through the efforts of the present owners, their
two sons, and several independent contractors who provide such services in areas
distant  from  the  Milwaukee  area.  At  present,  Steam Cleaning provides such
services  in  six  states  (Wisconsin,  Illinois, Iowa, Minnesota, Michigan, and
Missouri) through in house crews and independent contractors. The present owners
are  now  ready  to  retire  and their family is not interested in operating the
business.  These  facts  have limited expansion of the business and have lead to
the  sale  of  the  business  to  new owners who desire to take advantage of the
expansion  opportunities,  which  the present owners are reluctant to undertake.


                                        4
<PAGE>

In  recent  years  Steam  Cleaning  has  been approached by a number of national
retailers  for  the  purpose  of  obtaining  steam cleaning and cart maintenance
services  for  all  of  their  carts  in  all  of  their  stores

The  present  owners have been slow to enter into serious meaningful discussions
about  a  business  combination.  However, recently they have started to be more
responsive.  It  is  hoped  that  a  deal  can  be  reached  shortly.

It  is  the intention of the Company, if talks are successful to expanded beyond
the  existing  six  state  area due to their age, it will be the goal of SCUS to
provide  these services on a national basis to these national clients who desire
the  dependability  and  standardization  of quality from a Company that has not
only  been around 40 years, but has the formula to grow and expand into many new
outlets.

PRIOR  TRANSACTIONS:
--------------------

     In  June  2001,  TTI  acquired  Transventures  Industries, Inc., a New York
corporation for 250,000 shares of its Common Stock.  Based upon the value of the
common  stock issued, the value of the acquisition was $330,000.  The purpose of
this  acquisition  was  to  help  exploit  various business opportunities in the
transportation and logistics industries by providing capital and other corporate
support.

     In  June  2001,  TTI  acquired  300,000 shares of Cobex Technology Inc. for
$50,000  and  the  issuance of 100,000 shares of its Common Stock.  These shares
represented  approximately  18% of Cobex's total outstanding shares.  Cobex is a
New  York based communications interconnect provider and installer serving small
to  middle sized companies and institutions. On December 12, 2001, TTI agreed to
sell  all  of its shares back to Cobex for a total of $35,000, payable $7,000 on
closing  and the balance payable over a 12-month period. This transaction closed
in  January  2002.


                                        5
<PAGE>


     On  October  10, 2001, TTI entered into an agreement to merge Transventures
into  Cyberedge  Enterprises,  Inc,  a  Delaware  corporation  company  that had
recently  filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
TTI  was  to  receive  20%  of  the total outstanding shares of Cyberedge at the
closing.  The  purpose  of  the transaction was to allow Cyberedge's management,
primarily  its  President,  James  W  Zimbler, to develop the transportation and
logistics  business  utilizing  their  in-house  network  of  industry contacts.

     On  November  2,  2001,  Mr.  Zimbler  was named TTI's interim President in
addition  to  being  named  to  the TTI Board of Directors. Mr. Zimbler replaced
TTI's  then  current Chief Executive Officer and President Andrew B. Mazzone who
resigned  both  positions  effective November 1, 2001. On December 14, 2001, TTI
and  Cyberedge  mutually  agreed  to  terminate the merger of Transventures into
Cyberedge  as  it  was  determined by both companies that TTI and its management
were  better suited to exploit the Transventure business model and create value.

MANAGEMENT,EMPLOYEES  AND  CONSULTANTS:
---------------------------------------

     The  Company  has no employees other than the President, who currently does
not  receive  cash  compensation.

     The  Company  has  entered into a consulting agreement with Steven Apolant,
from  New  Century  Capital  Consultants,  Inc.,  dated  December  1, 2002.  The
Consultant  is  to  provide  assistance  with  regards to developing a corporate
image,  identifying  and  analyzing  possible  strategic  alliances  with in the
industry,  identifying possible acquisition candidates, web site development and
general  business  development.


ITEM  2.     DESCRIPTION  OF  PROPERTY

     The  Company's executive offices and shop were located at 68A Lamar Street,
W.  Babylon, NY 11704.  It will share about 500 square feet of office space with
its  previously  owned  subsidiary,  Panama Industries, Ltd.  There is no lease.
The  Company  is  a  month-to-month  subleasee.  The  space  is adequate for the
Company's immediate needs.  The President of the Company splits his time between
the  Company  office  in  West  Babylon  and  another  office  in  State College
Pennsylvania.  The  phone  number  of  the Company in West Babylon, New York is:
631-643-3454.  The  President  can  also  be  reached  at  814-235-6140.

                                        6
<PAGE>


ITEM  3.     LEGAL  PROCEEDINGS

     Other  than  described  below,  there  are  no  past,  pending  or,  to our
knowledge,  threatened  litigation  or  administrative  action  which  has or is
expected  by  our  management  to  have  a  material  effect  upon our business,
financial  condition or operations, including any litigation or action involving
our officer, director or other key personnel.  There have been no changes in the
company's  accountants,  or  disagreements  with  its  accountants  since  its
inception.

     In May and June 2001, TTI entered into several letter agreements to acquire
up to eleven separately owned comprehensive outpatient rehabilitation facilities
("CORF's")  that were managed by a Florida based company named Total Health Care
Consulting, Inc ("Total"). The Company was essentially acquiring the licenses to
operate  these CORF's with Total providing the back-office management functions.
The acquisition of these CORF's was to have been executed by the distribution of
shares  of  TTI  to  the  CORF  owners based upon certain financial criteria. On
August  24,  2001 the Company terminated the agreements with the CORF owners and
did  not  consummate  the  acquisitions  upon  being  informed  that  certain
representations  regarding  the  financial  condition of the CORFs and Total and
other  material  matters  were  found  to  be not  true.  Although approximately
3,500,000  shares  of TTI had been issued to the owners of the CORFs, the Shares
have been cancelled on the books of the Company and are not recognized as issued
and  outstanding.  Other  than  the legal, accounting and due diligence expenses
incurred  in  the pursuit of this acquisition, no other costs were incurred. The
Company  is  exploring  all  of  its  legal  remedies  in  this  matter.

INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS
---------------------------------------------

     At  present  we  have not entered into individual indemnity agreements with
our  Officer or Director.  However, our By-Laws and Certificate of Incorporation
provide a blanket indemnification that we shall indemnify, to the fullest extent
under  Delaware  law,  our  director  and  officer  against  certain liabilities
incurred  with  respect to their service in such capabilities.  In addition, the

                                        7
<PAGE>


Certificate  of  Incorporation  provides  that  the  personal  liability  of our
director  and officer and our stockholders for monetary damages will be limited.

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

     On  August 19, 2002, the majority of shares entitled to vote of the Company
voted  amend  the Certificate of Incorporation of the Company to change the name
to  Steam  Cleaning USA, Inc.  The majority of shares also voted to effectuate a
reverse split of the common stock of the Company one (1) new share for each five
(5)  old  shares.  The  reverse  was  completed  on  September  3,  2002.



                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

GENERAL:
--------

     We  are  authorized  to  issue  50,000,000 shares of Common Stock, at a par
value  $.0001 per share.   As of December 31, 2003, the latest practicable date,
there  are  8,914,734  shares of common stock outstanding.  The number of record
holders  of  Common  Stock  as  of  September  30,  2002  is  approximately 300.

COMMON  STOCK:
--------------

     The holders of Common Stock are entitled to one vote for each share held of
record  on  all  matters to be voted on by stockholders.  There is no cumulative
voting  with  respect  to  the  election  of directors, with the result that the
holders  of more than 50% of the shares voting for the election of directors can
elect  all  of  the directors then up for election.  The holders of Common Stock
are  entitled  to receive ratably such dividends when, as and if declared by the
Board  of  Directors  out of funds legally available therefore.  In the event we
have  a  liquidation, dissolution or winding up, the holders of Common Stock are
entitled  to  share  ratably  in  all  assets  remaining which are available for


                                        8
<PAGE>

distribution  to  them after payment of liabilities and after provision has been
made  for  each class of stock, if any, having preference over the Common Stock.
Holders  of  shares  of Common Stock, as such, have no conversion, preemptive or
other  subscription rights, and there are no redemption provisions applicable to
the  Common  Stock

PRICE  RANGES  OF  TTICOMMON  STOCK:
------------------------------------

MARKET  INFORMATION

     The  Company's  Common Stock is traded on the NASD OTC Bulletin Board under
the  symbol  "SCLU".  It  was  previously  traded  under  the  symbol TTIH until
September  3,  2002

     There is currently a limited trading market for the Company's Common Stock.
The  following chart lists the high and low closing bid prices for shares of the
Company's  Common  Stock  for  each  quarter  within the last fiscal year. These
prices are between dealers and do not include retail markups, markdowns or other
fee  and  commissions,  and  may  not  represent  actual  transactions.

QUARTER  OF  FISCAL  YEAR  2002:          HIGH               LOW
--------------------------------          ----               ---
First  Quarter                            2.40               .40
Second  Quarter                           1.15               .30
Third  Quarter                            1.00               .20
Fourth  Quarter                            .60               .10
First  Quarter  2003  Fiscal  year         .45               .10

Prices  do  not  reflect  reverse  split  of  September  3,  2002,
of  5  for 1

LIQUIDATION:
------------

     In the event of a liquidation of the Company, all stockholders are entitled
to  a  pro  rata distribution after payment of any claims.  Warrant holders will
not  be  entitled to liquidation rights, and will not be treated as stockholders
prior  to  the  exercise  of  the  warrants.

                                        9
<PAGE>


DIVIDEND  POLICY:
-----------------

     The  Company  has never declared or paid cash dividends on its common stock
and anticipates that all future earnings will be retained for development of its
business.  The  payment of any future dividends will be at the discretion of the
Board  of  Directors  and will depend upon, among other things, future earnings,
capital  requirements,  the  financial  condition  of  the  Company  and general
business  conditions.

STOCK  TRANSFER  AGENT:
-----------------------

     Our  transfer agent and registrar of the Common Stock is Manhattan Transfer
Registrar  Co.,  P.O.  Box  361,  Holbrook,  NY  11741.

RECENT  SALES  OF  UNREGISTERED  SECURITIES
-------------------------------------------

     The  information  concerning  the  recent  sales of unregistered securities
required by  Item 5 is incorporated by reference to the information set forth in
Item  12  "Certain  Relationships  and Related Transactions" set forth hereafter

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

     This  Annual  Report  on  form  10-KSB  contains  certain  forward-looking
statements within the meaning of the federal securities laws. Actual results and
the timing of certain events could differ materially from those projected in the
forward-looking  statements  due  to  a  number  of  factors contained elsewhere
herein. This commentary should read in conjunction with our financial statements
that  appear  in  this  report.


RESULTS  OF  OPERATIONS:
------------------------
For  the  Year  Ending  September  30,  2002  vs.  September  30,  2001
-----------------------------------------------------------------------

         During  2002,  the  Company  did  not report any sales from operations.
Sales  revenues  and  operating  expenses  previously reflected in the financial
statements  from  the  operations  of  Panama  Industries,  Ltd.  were shown, as
required,  as  a  single  caption  titled  "Loss  from Discontinued Operations."


                                       10
<PAGE>




For  the  twelve months  Ending  September  30,  2002  vs.  September  30,  2001
--------------------------------------------------------------------------------
         During  2002,  the  Company  did  not report any sales from operations.
Sales  revenues  and  operating  expenses  previously reflected in the financial
statements  from  the  operations  of  Panama  Industries,  Ltd.  were shown, as
required, as a single caption titled "Loss from Discontinued Operations." During
2002,  the Company incurred approximately $4,000,000 of expenses for general and
administrative  ,  its  pursuit  of the merger and business activities described
above,  and  the  general operation of the Company. The Company paid majority of
these  expenses  with  Company  shares.

LIQUIDITY  AND  FINANCIAL  RESOURCES
------------------------------------
     As  shown  in the financial statements, the combined Company incurred a net
loss  of  approximately  $4,000,000 during the year ended September 30, 2002 and
has incurred substantial net losses for each of the past two years. At September
30,  2002, current liabilities exceed current assets by $166,192;. These factors
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.  It  is  the  intention  of  the  Company's  management  to  improve
profitability  by  significantly  reducing  operating  expenses  and  to  raise
additional  investment  capital  to  provide  for continued operating funds. The
ultimate  success of these measures is not reasonably determinable at this time.

INFLATION
---------
     The  amounts  presented  in the financial statements do not provide for the
effect  of  inflation  on  the  Company's  operations or its financial position.
Amounts  shown for machinery, equipment and leasehold improvements and for costs
and  expenses  reflect  historical  cost  and  do  not  necessarily  represent
replacement  cost. The net operating losses shown would be greater than reported
if  the  effects  of inflation were reflected either by charging operations with
amounts  that  represent  replacement  costs  or  by  using  other  inflation
adjustments.


                                       11
<PAGE>

FORWARD-LOOKING  INFORMATION
----------------------------
     Certain  statements  in  this  document  are  forward-looking in nature and
relate  to  trends  and  events  that  may affect the Company's future financial
position  and  operating  results.  The  words "expect" "anticipate" and similar
words  or  expressions  are  to  identify  forward-looking  statements.  These
statements speak only as of the date of the document; those statements are based
on  current  expectations,  are  inherently  uncertain and should be viewed with
caution.  Actual  results  may  differ  materially  from  the  forward-looking
statements as a result of many factors, including changes in economic conditions
and  other unanticipated events and conditions. It is not possible to foresee or
to  identify  all  such  factors.  The Company makes no commitment to update any
forward-looking  statement  or  to  disclose  any facts, events or circumstances
after  the  date  of  this  document  that  may  affect  the  accuracy  of  any
forward-looking  statement.







                                       12
<PAGE>

ITEM  7.     FINANCIAL  STATEMENTS

                    STEAM CLEANING USA, INC. AND SUBSIDIARIES
                          INDEX TO FINANCIAL STATEMENTS
                                    CONTENTS

INDEPENDENT  AUDITORS'  REPORT FOR TTI STEAM CLEANING USA, INC          F-1
Consolidated  Balance  Sheet  as  of  August 16,  2002                  F-2
Consolidated  Statement  of  Operations
     for  the  period  ended  September  30,  2002                      F-3
Consolidated  Statement  of  Deficiency in assets  for  the  period
     ended  September  30,  2002                                        F-4
Consolidated  Statements  of  Cash  Flows  for  the  periods  ended
     September  30,  2000  and  1999                                    F-5
Consolidated  Notes  to  the  Financial  Statements                     F-6


INDEPENDENT  AUDITORS'  REPORT FOR TTI HOLDINGS OF AMERICA CORP         FT-1
Consolidated  Balance  Sheet  as  of  September  30,  2000              FT-2
Consolidated  Statement  of  Operations  and  Comprehensive  Income
     for  the  periods  ended  September  30,  2000  and  1999          FT-3
Consolidated  Statements  of  Shareholders'  Equity  for  the  periods
     ended  September  30,  2000  and  1999                             FT-4
Consolidated  Statements  of  Cash  Flows  for  the  periods  ended
     September  30,  2000  and  1999                                    FT-5
Consolidated  Notes  to  the  Financial  Statements                     FT-6



                                       13
<PAGE>

STEAM CLEANING USA, INC.  AND  SUBSIDIARIES
(A  Company  in  the  Development  Stage)
( FORMERLY TTI HOLDINGS OF AMERICA CORP)
SEPTEMBER  30,  2002


INDEPENDENT  AUDITOR'S  REPORT

To  the  Board  of  Directors  and  Stockholders
STEAM CLEANING USA, INC

I  have  audited  the  accompanying consolidated balance sheet of Steam Cleaning
USA,  Inc.  as  of September 30, 2002 and the related consolidated statements of
operations, Defeiciency in Assets, and cash flows for the period October 1, 2001
through  August  16,  2002. These financial statements are the responsibility of
the  Company's  management.  My responsibility is to express an opinion on these
financial  statements  based  on  my  audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of Steam Cleaning USA, Inc. as of
August  16,  2002  and  the results of its operations and its cash flows for the
period  October  1,  2001 through August 16, 2002 then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the  Company  may  not  be  able  to continue as a going
concern.  These conditions raise substantial doubt about its ability to continue
as  a  going  concern.  Management's  plans  regarding  those  matters  also are
described  in  Note  1.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.






Aaron  Stein  C.P.A.
Woodmere,  New  York
January  22,  2002

                                       F-1
<PAGE>

STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDINGS  OF  AMERICA  CORP.)
BALANCE  SHEET
SEPTEMBER 30, 2002

<TABLE>
<CAPTION>


                              ASSETS

<S>           <C>                                         <C>
CURRENT ASSETS:
   Cash and cash equivalents                               $          -
                                                           ------------
           total current assets                                       -
                                                           ------------

OTHER ASSETS:
   Loan Receivable                                                    -
   Investments                                                        -
                                                           ------------
           total other assets                                         -
                                                           ------------


Total Assets                                               $          -
                                                           ============


LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                   $    131,192
   Notes Payable                                                 35,000
                                                           ------------
            total current liabilities                           166,192
                                                           ------------

DEFICIENCY IN ASSETS:
  Common stock, $.0001 par value, ____shares authorized,
    18,000,000 shares issued and outstanding                      1,800
  Less stock subscription receivable                             (1,600)
  Deficit accumulated during development stage                 (166,392)
                                                           ------------
            total deficiency in assets                         (166,192)
                                                           ------------

Total liabilities and deficiency in assets                 $          -
                                                           ============
</TABLE>

See  notes  to  financial  statements.
                                      F-2


<PAGE>
STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDINGS  OF  AMERICA  CORP.)
STATEMENT  OF  OPERATIONS


<TABLE>
<CAPTION>


                                             PERIOD FROM
                                               INCEPTION
                                          (AUGUST 16, 2002)
                                               THROUGH
                                          SEPTEMBER 30, 2002
                                            ------------
<S>                                         <C>
SALES                                       $         -

COST OF SALES

GROSS PROFIT                                          -
                                            ------------


GENERAL AND ADMINISTRATIVE                       17,000
                                            ------------

        Loss from operations                    (17,000)
                                            ------------

OTHER INCOME (EXPENSE):
  Interest income                                     -
  Interest expense                                    -
  Impairment loss on Goodwill                   149,392
                                            ------------
                                               (149,392)
                                            ------------

NET LOSS                                       (166,392)
                                            ------------

OTHER COMPREHENSIVE INCOME:
  Foreign Currency Translation Adjustment             -
                                            ------------

TOTAL COMPREHENSIVE INCOME (LOSS)              (166,392)
                                            ============


LOSS PER SHARE
  Basic                                     $     (0.01)
                                            ============

AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  Basic                                      18,000,000
                                            ============
</TABLE>



See  notes  to  financial  statements.
                                      F-3

<PAGE>
STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDING  OF  AMERICA,  CORP.)
STATEMENT  OF  CHANGES  IN  DEFICIENCY  IN  ASSETS
PERIOD  FROM  INCEPTION  (AUGUST  16,  2002)  THROUGH  SEPTEMBER  30,  2002


<TABLE>
<CAPTION>
                                                                                              DEFICIT
                                                                                             ACCUMULATED
                                                                       STOCK      ADDITIONAL   DURING
                                                COMMON STOCK        SUBSCRIPTION   PAID-IN   DEVELOPMENT
                                           ------------------------
                                              SHARES       AMOUNT     RECEIVABLE   CAPITAL     STAGE       TOTAL
                                           ------------  ----------  ------------  --------  ----------  ----------
<S>                                        <C>           <C>         <C>           <C>       <C>         <C>

(Inception) Issuance of Common Stock of
  Steam Cleaning USA, Inc-August 16, 2002   18,000,000   $   1,800   $    (1,800)  $      -  $       -   $       -

Issuance of stock for acquisition of
  TTI Holdings of America, Corp.                 2,000   $     200                                       $     200

Receipt of Stock Subscription Receivable                                                     $(166,392)  $(166,392)

    Net loss                                         -           -             -          -          -           -
                                           ------------  ----------  ------------  --------  ----------  ----------

Balance at September 30, 2002               18,002,000       2,000        (1,800)         -   (166,392)   (166,192)
                                           ============  ==========  ============  ========  ==========  ==========

</TABLE>

See  notes  to  financial  statements.

                                      F-4



<PAGE>
STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDINGS  OF  AMERICA,  CORP.
STATEMENT  OF  CASH  FLOWS
<TABLE>
<CAPTION>



                                                      PERIOD FROM
                                                       INCEPTION
                                                   (AUGUST 16, 2002)
                                                       THROUGH
                                                     SEPTEMBER 30,
                                                        2002
                                                     -------------
<S>                                                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $   (166,392)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Impairment loss on Goodwill                         149,392
      Changes in assets and liabilities:
        Accounts payable                                   17,000
                                                     -------------

          Net cash used in operating activities                 -
                                                     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Goodwill                                       -
                                                     -------------

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

          Net cash used in investing activities                 -
                                                     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                        -
  Proceeds from convertible notes payable                       -
                                                     -------------

          Net cash provided by financing activities             -
                                                     -------------

          NET INCREASE IN CASH                                  -

CASH AND CASH EQUIVALENTS, Beginning                            -
                                                     -------------

CASH AND CASH EQUIVALENTS, End                       $          -
                                                     =============

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS
  Interest                                           $          -
                                                     =============
  Taxes                                              $          -
                                                     =============
</TABLE>


SUPPLEMENTAL  DISCLOSURES  OF  NON-CASH  INVESTING
     AND  FINANCING  ACTIVITIES
          As  of inception (August 16, 2002) the company capitalized goodwill of
               $149,392  based  upon  assuming  Notes  payable  of  $35,000  and
               accounts  payable  of  $131,192  in  conjunction with the reverse
               acquisition  of  TTI  Holdings  of  America  Corp.

See  notes  to  financial  statements.
                                      F-5


<PAGE>
STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDINGS  OF  AMERICA  CORP.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2002


NOTE  1  -ORGANIZATION  AND  OPERATIONS

Steam  Cleaning  USA,  Inc.  (SCUS) (the Company), was organized in Wisconsin on
August  16,  2002  specifically  to  acquire  and expand the operations of Steam
Cleaning  and  Sterilization,  Inc.  Steam  Cleaning and Sterilization began its
existence as an unincorporated proprietorship over forty five years ago when the
present  owners  began providing steam cleaning and cart maintenance services to
local  grocery  stores in Wisconsin. The proprietorship was incorporated in 1962
under  its  present  name  as  a Wisconsin corporation. The company continued to
primarily  service grocery stores, even after the stores were acquired or merged
into  larger  regional  entities. Over the years, the business has grown through
the  efforts  of  the  present  owners,  their two sons, and several independent
contractors  who provide such services in areas distant from the Milwaukee area.
At  present,  Steam  Cleaning  provides  such services in six states (Wisconsin,
Illinois,  Iowa,  Minnesota,  Michigan, and Missouri) through in house crews and
independent  contractors.  The  present owners are now ready to retire and their
family  is  not  interested  in operating the business. These facts have limited
expansion  of  the  business  and  have  lead to the sale of the business to new
owners  who  desire  to  take advantage of the expansion opportunities which the
present  owners  are  reluctant to undertake. In recent years Steam Cleaning has
been  approached  by a number of national retailers for the purpose of obtaining
steam  cleaning  and  cart maintenance services for all of their carts in all of
their  stores.  Following  the Company's successful experience with the "ShopKo"
chain  of  stores,  negotiations are now pending with several other national and
regional  grocery,  drug,  and  general  merchandise  chains. While the previous
owners  have  been resistant to expansion beyond the existing six state area due
to their age, it will be the goal of the new management of SCUS to provide these
services  on  a  national  basis  to  national  clients.

As  a  result  of  the  above  change  in strategic focus, the Company is in the
development  stage  while  it  is  focusing  on geographic expansion and raising
capital.  Principal  risks  to  the  Company include uncertainty of services and
generation  of revenues; dependence on outside sources of capital; dependence on
third-party  (independent contractors) to provide necessary corporate functions;
lack  of  experience; and competition with larger, better-capitalized companies.

GOING  CONCERN
The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern. As shown in the financial statements,
the  Company  incurred  a net loss of 166,392 for the period ended September 30,
2002.  At  September  30,  2002  current  liabilities  exceed  current assets by
$166,392.The  also  needs  to  obtain  additional  financing  to ensure that its
present  operating  plan is met. These factors raise substantial doubt about the
Company's  ability  to  continue
                                       F-6

<PAGE>
STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDINGS  OF  AMERICA  CORP.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2002

as  a  going  concern.  The  financial  statements  do  not  include  any
adjustments  relating  to  the  recoverability  and  classification  of recorded
assets, or the amounts and classification of liabilities that might be necessary
in  the  event  the  Company  cannot  continue  in  existence.

REVERSE  MERGER

On  August  16,  2002, (new) Steam Cleaning USA Inc., a Delaware corporation was
organized  (and  formerly  known as TTI Holdings of America Corp. (TTI)), issued
90,000,000  of  its  shares  of  common stock in exchange for 100% of the common
stock of Steam Cleaning USA, Inc., the Wisconsin corporation organized in August
2002. The stockholdings of the original stockholders of Steam Cleaning USA, Inc.
(the  Wisconsin  corporation)  will  represent  approximately  90%  of the stock
outstanding  of  TTI on a post exchange basis. Simultaneously with the exchange,
Steam  Cleaning  USA,  Inc. (the Wisconsin corporation) merged into TTI with TTI
changing  its  name  to  Steam  Cleaning USA, inc. (a Delaware corporation) Such
exchange  diluted the ownership percentage of the prior Steam Cleaning USA, Inc.
stockholders  to approximately 10 percent and resulted in the prior stockholders
of  Steam  Cleaning  USA,  Inc.  owning  approximately 90 percent of outstanding
shares.  As  a  legal  effect  of the merger, TTI acquired all of the assets and
assumed  all the liabilities of Steam Cleaning USA, Inc. For reporting purposes,
however,  the  foregoing  stock-exchange transaction has been accounted for as a
reverse  acquisition  in  which Steam Cleaning USA, Inc.(Wisconsin) acquired all
the  assets  and  liabilities  of  Steam  Cleaning USA, Inc. (Delaware)(TTI) and
recorded  them  at  their fair value and as if Steam Clean USA, Inc. (Wisconsin)
remained  the  reporting  entity.  The  only  assets of Steam Cleaning USA, Inc.
(Delaware) (TTI) was Goodwill. Because Steam Cleaning USA, Inc. is the surviving
entity  for  legal purposes, all equity transactions have been restated in terms
of  this  corporation's  capital  structure.

Shown  below is the fair value of net assets for the above business combination:

       Fair  value  of  assets  acquired                   $   -0-
       Less:  fair  value  of  liabilities  assumed        $ 149,000
                                                           ----------
          Goodwill                                         $(149,000)
                                                           ----------


Included  in  the  liabilities  assumed are notes payable dated January 22, 2002
representing  a  total of $35,000 that the company borrowed from three investors
through  the  issuance  of  7%  convertible  promissory  notes
(the  "Notes").  The  Notes  have a one (1) year term and are convertible at the
holder's  election into shares of Common Stock at the lower of (i) $0.05 or (ii)
a  variable  conversion  price  equal  to  50%  of  the

                                       F-7


<PAGE>
STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDINGS  OF  AMERICA  CORP.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2002


average  closing  bid  price  of  the  Common  Stock  prior  to  the  day  of
conversion.  The  Notes  are  automatically  converted  upon  a  merger or other
extraordinary  corporate transaction. Management does not believe that the terms
of  these  notes  represent a beneficial conversion feature that represents fair
value  in  excess  of  the  notes'  face  value.

Concurrent  with the consummation of the above described transaction the company
affected  a  reverse  split  of  1  new  share  for  every 5 shares outstanding.



NOTE  2---SIGNIFICANT  ACCOUNTING  POLICIES

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements included all
majority-owned subsidiaries in which the Company exercises control.  Investments
in  which  the  Company  exercises  significant influence, but which it does not
control  (generally  a 20%to 50%ownership interest), are accounted for under the
equity method of accounting.  Investments in which the Company does not exercise
significant influence are recorded at cost (generally less than a 20% interest).
All  material  inter  company  transactions  have  been  eliminated.

INCOME  TAXES  -  The  Company  accounts  for  income  taxes under the asset and
liability method.  Deferred income taxes and liabilities are determined based on
the  difference  between  the  financial  statement  and tax bases of assets and
liabilities  using  enacted  tax  rates  in  effect  for the period in which the
differences  are  expected  to reverse. A valuation allowance is established, as
needed,  to  reduce  net deferred tax assets to the amount for which recovery is
probable.

GOODWILL  AND  IMPAIRMENT  OF  LONG-LIVED ASSETS - Goodwill is the excess of the
purchase  price  over  the  fair  value  of  identifiable net assets acquired in
business  combinations  accounted for as purchase.  Long-lived assets, including
goodwill  and  other  acquired intangibles, are reviewed for impairment whenever
events  such  a  significant industry downturn or other changes in circumstances
indicated  that  the  carrying  amount may not be recoverable.  When such events
occur,  the  Company  compares  the  carrying  amount  of  the  assets  to  the
undiscounted expected future cash flows. If this comparison indicates that there
is  impairment,  the  amount  of  the  impairment is calculated using discounted
expected  future  cash  flows.

USE  OF  ESTIMATES  IN  FINANCIAL  STATEMENTS  -  The  preparation  of financial
statements  and  related  disclosures  in  conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported

                                       F-8

<PAGE>
STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDINGS  OF  AMERICA  CORP.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2002


amounts  of  cash  and  liabilities,  the  disclosure  of  contingent assets and
liabilities  at  the  date of the financial statements, and revenue and expenses
during the period reported. These estimates include assessing the collectability
of  accounts  receivable, the realization of deferred assets, tax contingencies,
and  employee benefits, restructuring charges, useful lives for depreciation and
amortization  periods  of  tangible  and  intangible  assets,  long-lived  asset
impairments  and  allocation  of  costs.  Estimates and assumptions are reviewed
periodically  and the effects of revisions are reflected in the period that they
are  determined  to  be  necessary.  Actual  results  could  differ  fro  those
estimates.

REVENUE  RECOGNITION  -  Revenues  is  derived  from the performance of services
describe  in  Note  1,  with  revenue  being  earned  over  the  period  of this
performance.

LOSS  PER  SHARE  -  Basic and diluted loss per common share are the same and is
calculated  by dividing net loss by the weighted average number of common shares
outstanding  during  the period. Due to the Company's net loss the effect of any
potentially dilutive securities or common stock equivalents that could be issued
was  excluded  from  the  loss  per  share  calculation due to its anti-dilutive
effect.

All  outstanding  share  disclosures  have  been  restated to reflect the shares
outstanding  as  of  each  period based upon the reverse acquisition transaction
(see  Note  1)  and  the  one  for  five  reversed  split.



NOTE  3  --  RECENT  PRONOUNCEMENTS

SFAS  142

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  142,  "Goodwill  and  Other
Intangible  Assets"  ("SFAS  142").  SFAS 142 provides guidance on the financial
accounting  and  reporting  for  acquired goodwill and other intangibles assets.
Under SFAS 142 goodwill and indefinite lived intangible assets will no longer be
amortized.  Intangible  assts  with  finite  lives will continue to be amortized
over  their  useful  lives, which will no longer be limited to a maximum life of
forty  years.  The  criteria  for recognizing an intangible asset have also been
revised.  SFAS  142  requires  that  goodwill  be tested for impairment at least
annually.  The  goodwill  impairment  test  is  a two-step process that requires
goodwill  to be allocated to reporting units.  In the first step, the fair value
of  the  reporting unit is compared to the carrying value of the reporting unit.
If  the  fair value of the reporting unit is less than the carrying value of the
reporting  unit,  goodwill impairment may exist, and the second step of the test
is  performed.  In  the  second

                                       F-9

<PAGE>

STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDINGS  OF  AMERICA  CORP.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2002

step,  the  implied fair value of the goodwill is compared to the carrying value
of  the  goodwill  and  an  impairment loss is recognized to the extent that the
carrying  value  of the goodwill exceeds the implied fair value of the goodwill.
The  Company  has  adopted  SFAS  effective August 16, 2002 (date of inception).



NOTE  4---INCOME  TAXES

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes.  Significant components
of  the  Company's  deferred  income tax asset and liability as of September 30,
2002  are  as  follows:


                                               Current     Long-term
                                               -------     ---------

      Net  operating  loss  carries  forward   $ 20,000     $   -0-
      Valuation  allowance                      (20,000)    $   -0-
                                               ---------    -------
              Net                              $  -0-       $   -0-
                                               ---------   --------


The  valuation  allowance at September 30, 2002 relates to tax assets associated
with  net operating losses. Management's assessment is that the nature of future
taxable  income is not probable and may not allow the Company to realize certain
tax benefits of net operating losses within the prescribed carry forward period.
Accordingly,  an  appropriate  valuation  allowance  has  been  made.



NOTE  5  -  IMPAIRMENT  OF  GOODWILL

The  Company  reviews  its  long-lived  assets for impairment whenever events or
changes  in  circumstances occur that indicate the carrying amount of the assets
may  not  be  fully  recoverable.  Goodwill  and  other  acquired  intangibles
associated with acquisitions are evaluated for impairment in the period in which
the  Company becomes aware of events or occurrences that indicate impairment may
exist.  Impairment  assessments were performed as a result of weakening economic
conditions  and decreased current and expected future demand for services in the
markets  in  which the Company operates.  Fair value of the acquired entity (see
Note  1) was determined using a discounted cash flow model based on growth rates
and  margins  reflective of lower demand for the Company's weighted average cost
of  capital adjusted for business risks.  These amounts are used on management's
best  estimate  of  future  results.

                                      F-10

<PAGE>
STEAM  CLEANING  USA,  INC.  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
(FORMERLY  TTI  HOLDINGS  OF  AMERICA  CORP.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2002





As  a result of theses assessments, the Company determined that an impairment of
goodwill  existed  related  to  the  Company's  acquisition of TTI (see Note 1).
During  fiscal  2002,  the  Company  recorded  a  charge  to  reduce goodwill of
approximately  $149,000.


NOTE  6  -  UNAUDITED  PROFORMA  RESULTS

There  is  no material difference between the combined results of operations for
period  ended  September 30, 2002 and proforma combined historical results since
Steam  Cleaning  USA,  Inc.  was  organized  on  August  16,  2002.






















                                      F-11



<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  Company  in  the  Development  Stage)
AUGUST  16,  2002


INDEPENDENT  AUDITOR'S  REPORT

To  the  Board  of  Directors  and  Stockholders
TTI  HOLDINGS  OF  AMERICA  CORPORATION

I  have  audited  the accompanying consolidated balance sheet of TTI Holdings of
America  Corp  as  of August 16, 2002 and the related consolidated statements of
operations, changes Defeiciency in Assets, and cash flows for the period October
1,  2001 through August 16, 2002., and the consolidated statements of operations
in  changes in deficiency in Assets for the year ended September 30, 2001. These
financial  statements  are  the  responsibility  of the Company's management. My
responsibility  is  to express an opinion on these financial statements based on
our  audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of Steam Cleaning USA, Inc. as of
August  16,  2002  and  the results of its operations and its cash flows for the
period  October  1,  2001 through August 16, 2002 then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the  Company  may  not  be  able  to continue as a going
concern.  These conditions raise substantial doubt about its ability to continue
as  a  going  concern.  Management's  plans  regarding  those  matters  also are
described  in  Note  1.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.






Aaron  Stein  C.P.A.
Woodmere,  New  York
January  22,  2002

                                      FT-1


<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
BALANCE  SHEET
SEPTEMBER 30, 2002

<TABLE>
<CAPTION>


                              ASSETS

<S>           <C>                                         <C>
CURRENT ASSETS:
   Cash and cash equivalents                               $          -
                                                           ------------
           total current assets                                       -
                                                           ------------

OTHER ASSETS:
   Loan Receivable                                                    -
   Investments                                                        -
                                                           ------------
           total other assets                                         -
                                                           ------------


Total Assets                                               $          -
                                                           ============


LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                   $    131,192
   Notes Payable                                                 35,000
                                                           ------------
            total current liabilities                           166,192
                                                           ------------

DEFICIENCY IN ASSETS:
  Common stock, $.0001 par value, 50,000,000 shares
    authorized, 2,030,293 shares issued and outstanding             202
  Additional Paid in Capital                                  6,695,745
  Deficit accumulated during development stage               (7,073,349)
                                                           ------------
            total deficiency in assets                         (377,042)
                                                           ------------

Total liabilities and deficiency in assets                 $   (211,210)
                                                           ============
</TABLE>

See  notes  to  financial  statements.
                                      FT-2

<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  OPERATIONS






<TABLE>
<CAPTION>


                                            PERIOD FROM      YEAR ENDED
                                          OCTOBER 1, 2001       ENDED
                                              THROUGH      SEPTEMBER 30, 2002
                                          AUGUST 16, 2002
                                                2002
                                          --------------- ------------------
<S>                                         <C>           <C>
SALES                                     $           -   $               -

COST OF SALES

GROSS PROFIT                                          -                   -
                                          --------------  ------------------


GENERAL AND ADMINISTRATIVE                    3,582,609             771,405
                                          --------------  ------------------

        Loss from operations                 (3,582,609)           (771,405)
                                          --------------  ------------------

OTHER INCOME (EXPENSE):
  Interest income                                     -                   -
  Interest expense                                    -                   -
  Loss on investment                            (94,719)
  Impairment loss on Goodwill                  (182,000)                  -
                                          --------------  ------------------
                                               (276,719)
                                          --------------  ------------------

NET LOSS from continuing operations          (3,859,328)                  -
                                          --------------  ------------------

Discontinued Operations:
      Lost from Discontinued Operations
      Net of Income Taxes of $-0-                     -            (376,291)

Net Loss                                     (3,859,328)         (1,147,696)
                                          ==============  ==================

OTHER COMPREHENSIVE INCOME:
  Foreign Currency Translation Adjustment             -                   -
                                          --------------  ------------------

TOTAL COMPREHENSIVE INCOME (LOSS)            (3,859,328)         (1,147,696)
                                          ==============  ==================


LOSS PER SHARE
  Basic and diluted                         $     (4.06)  $           (0.74)
                                            ============  ==================

AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  Basic                                         950,780           1,559,526
                                            ============  ==================
</TABLE>

See  notes  to  financial  statements.
                                      FT-3

<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENT  OF  CHANGES  IN  DEFICIENCY  IN  ASSETS
PERIOD  FROM  INCEPTION  (OCTOBER  1,  2000)  THROUGH  AUGUST  16,  2002
<TABLE>
<CAPTION>



                                                                                            RETAINED     ACCUMULATED
                                                                                            EARNINGS       OTHER
                                                                       STOCK    ADDITIONAL  (DEFICIT)   COMPREHENSIVE
                                                 COMMON STOCK      SUBSCRIPTION  PAID-IN   DEVELOPMENT   INCOME(LOSS)
                                            ---------------------
                                              SHARES      AMOUNT    RECEIVABLE  CAPITAL       STAGE                      TOTAL
                                            ---------  ----------  -----------  ----------- ------------ ------------ -----------
<S>                                         <C>         <C>         <C>         <C>         <C>          <C>          <C>


Balance, October 1, 2000                     860,960   $      86   $         -   $3,745,779  $(3,406,208) $   26,665  $   366,322

"A" Warrants exercised during the year         6,680   $       1                 $   33,399                           $   33,400
"B" Warrants exercised during the year        10,059   $       1                 $   75,437                           $   75,438
Shares issued for shareholder loan            34,000   $       3                 $  101,983                           $  101,986
Shares issued for employee loans               2,800   $       -                 $   23,345                           $   23,345
Shares issued for services                    76,761   $       8                 $  394,554                           $  394,562
Shares issued for asset                          900   $       -                 $   12,555                           $   12,555
Shares issued for option letter               24,000   $       2                 $  119,988                           $  119,990
Shares for vendor payables                     2,600   $       -                 $   18,093                           $   18,093
Shares issued for purchased of COBEX          20,000   $       2                 $  131,990                           $  131,992
Shares issued for purchase of Transventure    50,000   $       5                 $  329,975                           $  329,980
Other Comprehensive Income:
      Foreign Currency Adjustment                                                                               7294       7,294
Net Effect of Spinoff of Panama Industries
      and its subsidiaries                                                       (1,586,248)   1,339,879     (33,959)   (280,328)
Net Loss for year ended 9-30-01                    -           -            -             -   (1,147,696)             (1,147,696)
                                          -----------  ---------  -----------    -----------  ----------- ----------  -----------

Balance at September 30, 2001              1,088,760         108            -     3,400,850   (3,214,025)          -     186,933
                       .                             .

Shares issued for services                   941,533          94                  3,294,895                            3,294,989

Net loss through August 16, 2002                                                              (3,859,324)             (3,859,324)
                                          -----------  ---------  -----------    -----------  ----------- ----------  -----------
                                                   -
                                           2,030,293         202            -     6,695,745   (7,073,349)          -    (377,402)
                                          ===========  =========  ===========    ===========  =========== ==========  ===========

</TABLE>

See  notes  to  financial  statements.

                                      FT-4
<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENT  OF  CASH  FLOWS
<TABLE>
<CAPTION>



                                                      PERIOD FROM
                                                       INCEPTION
                                                   (OCTOBER 1, 2002)
                                                       THROUGH
                                                    AUGUST 31, 2002
                                                     -------------
<S>                                                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $ (3,859,324)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Impairment loss on Goodwill                         182,000
      Loss on Investments                                 102,000
      Stock issued for services                            94,719
      Changes in liabilities:
        Accounts payable                                  287,616
                                                     -------------

          Net cash used in operating activities                 -
                                                     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Goodwill                                       -
                                                     -------------

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

          Net cash used in investing activities                 -
                                                     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                        -
  Proceeds from convertible notes payable                       -
                                                     -------------

          Net cash provided by financing activities             -
                                                     -------------

          NET INCREASE IN CASH                                  -

CASH AND CASH EQUIVALENTS, Beginning                            -
                                                     -------------

CASH AND CASH EQUIVALENTS, End                       $          -
                                                     =============

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS
  Interest                                           $          -
                                                     =============
  Taxes                                              $          -
                                                     =============
</TABLE>



See  notes  to  financial  statements.
                                      FT-5
<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  Company  in  the  Development  Stage)
AUGUST  16,  2002


NOTE  1  -ORGANIZATION  AND  OPERATIONS

On  August  15,  2002,  the  Company merged with Steam Cleaning USA, Inc. (Steam
Clean),  Steam  Clean was organized in Wisconsin on August 16, 2002 specifically
to  acquire  and expand the operations of Steam Cleaning and Sterilization, Inc.
Steam  Cleaning  and  Sterilization  began  its  existence  as an unincorporated
proprietorship over forty five years ago when the present owners began providing
steam  cleaning  and  cart  maintenance  services  to  local  grocery  stores in
Wisconsin. The proprietorship was incorporated in 1962 under its present name as
a  Wisconsin  corporation.  Steam  Clean  continued to primarily service grocery
stores,  even  after  the  stores  were  acquired or merged into larger regional
entities.  Over  the  years,  the  business has grown through the efforts of the
present  owners, their two sons, and several independent contractors who provide
such  services  in  areas  distant  from  the  Milwaukee area. At present, Steam
Cleaning  provides  such  services  in  six  states  (Wisconsin, Illinois, Iowa,
Minnesota,  Michigan,  and  Missouri)  through  in  house  crews and independent
contractors.  The present owners are now ready to retire and their family is not
interested  in operating the business. These facts have limited expansion of the
business  and  have lead to the sale of the business to new owners who desire to
take  advantage  of  the  expansion  opportunities  which the present owners are
reluctant  to undertake. In recent years Steam Cleaning has been approached by a
number  of  national  retailers  for the purpose of obtaining steam cleaning and
cart  maintenance  services  for  all  of  their  carts  in all of their stores.
Following  Steam  Cleans's  successful  experience  with  the  "ShopKo" chain of
stores,  negotiations  are  now pending with several other national and regional
grocery,  drug,  and  general merchandise chains. While the previous owners have
been resistant to expansion beyond the existing six state area due to their age,
it will be the goal of the new management of SCUS to provide these services on a
national  basis  to  national  clients.

As  a  result  of  the  above  change  in strategic focus, the Company is in the
development  stage  while  it  is  focusing  on geographic expansion and raising
capital.  Principal  risks  to  the  Company include uncertainty of services and
generation  of revenues; dependence on outside sources of capital; dependence on
third-party  (independent contractors) to provide necessary corporate functions;
lack  of  experience; and competition with larger, better-capitalized companies.

GOING  CONCERN
The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern. As shown in the financial statements,
the  Company  incurred  a  net  loss of $434,616 for the period ended August 16,
2002.  At August 15, 2002 current liabilities exceed current assets by $166,192.
The  also  needs  to  obtain  additional  financing  to  ensure that its present
operating plan is met. These factors raise substantial doubt about the Company's
ability  to  continue

                                      FT-6

<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  Company  in  the  Development  Stage)
AUGUST  16,  2002

as  a  going  concern.  The  financial  statements  do  not  include  any
adjustments  relating  to  the  recoverability  and  classification  of recorded
assets, or the amounts and classification of liabilities that might be necessary
in  the  event  the  Company  cannot  continue  in  existence.

REVERSE  MERGER

On  August  16,  2002,  (new)  Steam Cleaning USA Inc., the Delaware corporation
(and  formerly  known as TTI Holdings of America Corp. (TTI)), issued 90,000,000
of  its shares of common stock in exchange for 100% of the common stock of Steam
Cleaning  USA,  Inc.,  the  Wisconsin  corporation organized in August 2002. The
stockholdings  of  the  original  stockholders  of Steam Cleaning USA, Inc. (the
Wisconsin corporation) will represent approximately 90% of the stock outstanding
of TTI on a postexchange basis. Simultaneously with the exchange, Steam Cleaning
USA, Inc. (the Wisconsin corporation) merged into TTI with TTI changing its name
to  Steam  Cleaning USA, inc. (a Delaware corporation) Such exchange diluted the
ownership  percentage  of  the  prior  Steam  Cleaning USA, Inc. stockholders to
approximately  10  percent  and  resulted  in  the  prior  stockholders of Steam
Cleaning  USA, Inc. owning approximately 90 percent of outstanding shares.  As a
legal  effect  of the merger, TTI acquired all of the assets and assumed all the
liabilities  of  Steam  Cleaning USA, Inc.  For reporting purposes, however, the
foregoing  stock-exchange  transaction  has  been  accounted  for  as  a reverse
acquisition in which Steam Cleaning USA, Inc.(Wisconsin) acquired all the assets
and liabilities of Steam Cleaning USA, Inc. (Delaware)(TTI) and recorded them at
their  fair  value  and  as  if  Steam  Clean USA, Inc. (Wisconsin) remained the
reporting  entity.  The only assets of Steam Cleaning USA, Inc. (Delaware) (TTI)
was  goodwill  and  investments  which  an  impairment  loss  was  taken.  Steam
Cleaning  USA,  Inc.  is  the  surviving  entity  for legal purposes, all equity
transactions  have  been  restated  in  terms  of  this  corporation's  capital
structure.

Shown  below is the fair value of net assets for the above business combination:

       Fair  value  of  assets  acquired                  $   -0-
       Less:  fair  value  of  liabilities  assumed       $  149,000
                                                           ----------
          Goodwill                                        $ (149,000)
                                                           ----------


Included  in  the  liabilities  assumed are notes payable dated January 22, 2002
representing  a  total of $35,000 that the company borrowed from three investors
through  the  issuance  of  7%  convertible  promissory  notes
(the  "Notes").  The  Notes  have a one (1) year term and are convertible at the
holder's  election into shares of Common Stock at the lower of (i) $0.05 or (ii)
a  variable  conversion  price  equal  to  50%  of  the

                                      FT-7

<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  Company  in  the  Development  Stage)
AUGUST  16,  2002


average  closing  bid  price  of  the  Common  Stock  prior  to  the  day  of
conversion.  The  Notes  are  automatically  converted  upon  a  merger or other
extraordinary  corporate transaction. Management does not believe that the terms
of  these  notes  represent a beneficial conversion feature that represents fair
value  in  excess  of  the  notes'  face  value.

Concurrent  with the consummation of the above described transaction the company
affect  a  reverse split of 1 new share for every 5 shares outstanding.  All per
share  information  has  been  restated  for  this  transaction.


NOTE  2---SIGNIFICANT  ACCOUNTING  POLICIES

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements included all
majority-owned subsidiaries in which the Company exercises control.  Investments
in  which  the  Company  exercises  significant influence, but which it does not
control  (generally  a 20%to 50%ownership interest), are accounted for under the
equity method of accounting.  Investments in which the Company does not exercise
significant influence are recorded at cost (generally less than a 20% interest).
All  material  inter  company  transactions  have  been  eliminated.

INCOME  TAXES  -  The  Company  accounts  for  income  taxes under the asset and
liability method.  Deferred income taxes and liabilities are determined based on
the  difference  between  the  financial  statement  and tax bases of assets and
liabilities  using  enacted  tax  rates  in  effect  for the period in which the
differences  are  expected  to reverse. A valuation allowance is established, as
needed,  to  reduce  net deferred tax assets to the amount for which recovery is
probable.

GOODWILL  AND  IMPAIRMENT  OF  LONG-LIVED ASSETS - Goodwill is the excess of the
purchase  price  over  the  fair  value  of  identifiable net assets acquired in
business  combinations  accounted for as purchase.  Long-lived assets, including
goodwill  and  other  acquired intangibles, are reviewed for impairment whenever
events  such  a  significant industry downturn or other changes in circumstances
indicated  that  the  carrying  amount may not be recoverable.  When such events
occur,  the  Company  compares  the  carrying  amount  of  the  assets  to  the
undiscounted expected future cash flows. If this comparison indicates that there
is  impairment,  the  amount  of  the  impairment is calculated using discounted
expected  future  cash  flows.

USE  OF  ESTIMATES  IN  FINANCIAL  STATEMENTS  -  The  preparation  of financial
statements  and  related  disclosures  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  cash  and  liabilities,  the  disclosure  of  contingent assets and
liabilities  at  the  date of the financial statements, and revenue and expenses
during  the  period  reported.  These  estimates  include


                                      FT-8

<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  Company  in  the  Development  Stage)
AUGUST  16,  2002


assessing the collectability of accounts receivable, the realization of deferred
assets,  tax contingencies, and employee benefits, restructuring charges, useful
lives  for  depreciation  and  amortization  periods  of tangible and intangible
assets,  long-lived  asset  impairments  and allocation of costs.  Estimates and
assumptions are reviewed periodically and the effects of revisions are reflected
in  the  period  that they are determined to be necessary.  Actual results could
differ  fro  those  estimates.

REVENUE  RECOGNITION  -  Revenues  is  derived  from the performance of services
describe  in  Note  1,  with  revenue  being  earned  over  the  period  of this
performance.

LOSS  PER  SHARE  -  Basic and diluted loss per common share are the same and is
calculated  by dividing net loss by the weighted average number of common shares
outstanding  during  the period. Due to the Company's net loss the effect of any
potentially dilutive securities or common stock equivalents that could be issued
was  excluded  from  the  loss  per  share  calculation due to its anti-dilutive
effect.

All  outstanding  share  disclosures  have  been  restated to reflect the shares
outstanding  as  of  each  period based upon the reverse acquisition transaction
(see  Note  1)  and  the  one  for  five  reversed  split.

NOTE  2--EQUITY  TRANSACTIONS

During  the  three  months  ended December 31, 2001 the Company issued 1,114,000
shares  of  common  stock  for services to outside consultants. The value of the
shares was determined by management to be $146,181 and such amount was reflected
as  General  and  Administrative  Expenses  in  the  Consolidated  Statements of
Operations  and  Comprehensive  Income  presented above. In addition, during the
same  three months, the Company issued 306,666 shares of common stock in lieu of
cash  repayment  of shareholder loans and 30,000 shares to an individual who had
paid  for  the shares during the fiscal year ended September 30, 2001, but which
had  not  been  issued  during  the  same  reporting  period.

NOTE  3  --  RECENT  PRONOUCEMENTS

SFAS  142
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  142,  "Goodwill  and  Other
Intangible  Assets"  ("SFAS  142").  SFAS 142 provides guidance on the financial
accounting  and  reporting  for  acquired goodwill and other intangibles assets.
Under SFAS 142 goodwill and indefinite lived intangible assets will no longer be
amortized.  Intangible  assts  with  finite  lives will continue to be amortized
over  their  useful  lives, which will no longer be limited to a maximum life of
forty  years.  The  criteria  for recognizing an intangible asset have also been
revised.  SFAS  142  requires  that  goodwill  be tested for impairment at least
annually.  The  goodwill  impairment

                                      FT-9

<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  Company  in  the  Development  Stage)
AUGUST  16,  2002


test  is  a two-step process that requires goodwill to be allocated to reporting
units.  In  the  first step, the fair value of the reporting unit is compared to
the  carrying  value  of  the reporting unit. If the fair value of the reporting
unit  is less than the carrying value of the reporting unit, goodwill impairment
may  exist,  and  the second step of the test is performed.  In the second step,
the  implied fair value of the goodwill is compared to the carrying value of the
goodwill  and  an  impairment loss is recognized to the extent that the carrying
value  of  the  goodwill  exceeds  the  implied fair value of the goodwill.  The
Company  has  adopted  SFAS  effective  August  16,  2002  (date  of inception).



NOTE  4---INCOME  TAXES

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes.  Significant components
of  the  Company's  deferred  income tax asset and liability as of September 30,
2002  are  as  follows:


                                               Current     Long-term
                                               -------     ---------

      Net  operating  loss  carries  forward    $15,000     $   -0-
      Valuation  allowance                      (15,000)    $   -0-
                                               ---------    -------
              Net                              $  -0-       $   -0-
                                               ---------   --------


The  valuation  allowance  at September 30, 2002 relates primarily to tax assets
associated  with  net  operating  losses.  Management's  assessment  is that the
nature of future taxable income is not probable and may not allow the Company to
realize certain tax benefits of net operating losses within the prescribed carry
forward  period.  Accordingly, an appropriate valuation allowance has been made.


NOTE  5  -  IMPAIRMENT  OF  GOODWILL

The  Company  reviews  its  long-lived  assets for impairment whenever events or
changes  in  circumstances occur that indicate the carrying amount of the assets
may  not  be  fully  recoverable.  Goodwill  and  other  acquired  intangibles
associated with acquisitions are evaluated for impairment in the period in which
the  Company becomes aware of events or occurrences that indicate impairment may
exist.  Impairment  assessments were performed as a result of weakening economic
conditions  and decreased current and expected future demand for services in the
markets  in  which the Company operates.  Fair value of the acquired entity (see
Note  1)  was  determined  using  a  discounted  cash  flow  model


                                      FT-10

<PAGE>
TTI  HOLDINGS  OF  AMERICA  CORPORATION  AND  SUBSIDIARIES
(A  Company  in  the  Development  Stage)
AUGUST  16,  2002


based  on  growth rates and margins reflective of lower demand for the Company's
weighted average cost of capital adjusted for business risks.  These amounts are
used  on  management's  best  estimate  of  future  results.
As  a result of theses assessments, the Company determined that an impairment of
goodwill  existed  related  to  the  Company's  acquisition of TTI (see Note 1).
During  fiscal  2002,  the  Company  recorded  a  charge  to  reduce goodwill of
approximately  $149,000.








                                      FT-11


<PAGE>

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL  DISCLOSURE

     On  January  24,  2002,  the  Registrant  officially  notified the previous
Auditor  Capraro,  Centofranchi,  Kramer & Co., P.C. (hereinafter referred to as
"CCK"),  that  the  Board  of  Directors has decided to change auditors to Aaron
Stein, CPA.  The Company thereupon filed a Form 8-K, Current Report, on February
6,  2002.

     During  their  tenure,  CCK  issued  reports  on  Registrant's  financial
statements  up  to  June  30, 2001, that neither contained an adverse opinion or
disclaimer of opinion, or was not qualified or modified as to uncertainty, audit
scope  or  accounting  principles.

     During  the  period  of  his  engagement and for the period of the two most
recent  fiscal  years  and  any subsequent interim period preceding this action,
there was no disagreement between Registrant and CCK on any matter of accounting
principals  or  practices,  financial  statement  disclosure  or audit scope and
procedure,  which  disagreement(s),  if not resolved to the satisfaction of CCK,
would  have  caused  them  to  make  reference  to  the  subject  matter  of the
disagreement  in  connection  with  its  opinion.

     Effective January 25, 2002, Aaron Stein CPA ("Stein"), has been retained as
independent  auditor  of  TTI  Holdings  of  America  Corp., and was retained as
independent  auditor  of the registrant for the fiscal year ending September 30,
2001.  Prior  to the engagement, Registrant did not consult with Stein regarding
the application of accounting principles to a specified transaction, or the type
of audit opinion that may be rendered with respect to the Registrant's financial
statements.

                                       14
<PAGE>

                                    PART III

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

The  following  table  sets  forth information with respect to the directors and
executive  officers  as  of  September  30,  2002
                                                            DATE  SERVICE
NAME                      AGE          OFFICE                COMMENCED
----                      ---          ------                ---------
Ron  Likas*               62          Chairman                 August 20, 2002
Richard  Likas            56          Director                 August 20, 2002
James W. Zimbler*         38          Director, President,     November 2, 2001
                                      Chief  Executive Officer
Andrew  Mazzone*          60          Director                 December  2002

*Indicates  Board  Member

     All  directors will hold office until the next annual stockholder's meeting
and  until their successors have been elected or qualified or until their death,
resignation,  retirement,  removal, or disqualification.  Vacancies on the board
will  be  filled by a majority vote of the remaining directors.  Officers of the
Company  serve  at  the  discretion  of  the  Board  of  Directors.

RONALD  J.  LIKAS
-----------------
Mr.  Likas  is  a seasoned entrepreneur who has been involved with the creation,
building  and financing of several companies over the years. Mr. Likas graduated
with  a  both  BS  and  MS  in Economics from University of Wisconsin as well as
having attended the Senior Management Program at Harvard University in 1970. Mr.
Likas  is  also a retired Airborne Ranger Lt. Colonel in the United States Army.

Employment  History

1963-1968       Officer  in  United  States  Army
1968-1973       Exxon  Oil  Company  Corporate  Planner
1973-1975       Insurance  Investments  Sales  &  Marketing
1976-1985       Fox  Hills  Resort  &  Conference  Center  President
1986-1990       Consolidated  Beef  Industries  Chairman  of  the  Board
1991-1997       RJ  Consultants,  Inc.  Chief  Executive  Officer
1997-present    American  Energy  Group  Chief  Executive  Officer

                                       15
<PAGE>


RICHARD  J.  LIKAS
------------------
Mr.  Likas is 56 year old business executive who graduated in 1969 from Lakeland
College  with  a BS in Business Administration and Marketing. Mr. Likas has been
involved  with  a  number  of  companies  and has filled different executive job
descriptions  dependent  on  the  situation.

Employment  History

1969  -  1974   Kohler  Co.,  San Francisco Branch Office Plumbing Fixture and
                Fitting  Salesman
1974-1978       Thomas  Industries,  Sheboygan  Wisconsin  Inventory and Product
                Control  Manager
1978-1994       Pace Realty Services, RJL Construction, and Vogel Lumber Managed
                Real  Estate  Brokerage,  Construction  Company,  Lumber  Yard
1994-1997       Lakeshore  Drywall  Distributors  President
1997-Present    Domestic  &  International  Sales  and  Marketing

JAMES  W.  ZIMBLER
------------------
On  November  1,  2001,  Mr.  Zimbler,  age  36,  was appointed as President and
Director of the Company.  From February 2001 until October 15, 2001, Mr. Zimbler
was engaged in consulting  for various  companies and for a portion of that time
has been a principal  member in Crossover  Advisors,  LLC.  Prior to that,  from
January  1999 to  November  1999,  Mr.  Zimbler  was  Chairman  of the  Board of
Directors  and  President  of   IntermediaNet,   Inc.  now  known  as  Cyberedge
Enterprises,  Inc.,  a public  company  and in  November  1999,  became just the
Chairman  until  February  2001.  He was  re-appointed  CEO  and a  Director  in
September  2001.  Mr.  Zimbler  was also  Chairman  and CEO of  Universal  Media
Holdings,  Inc.,  until February 2001. From December 1996 through November 1998,
Mr.  Zimbler  was  President  and Chief  Operating  Officer  for  Total  Freight
Solutions  America,  Inc. Mr.  Zimbler was employed by Packaging  Plus Services,
Inc. from August of 1994 through  December of 1996. Mr. Zimbler attended Suffolk
Community   College  from  1983  through  1985  where  he  majored  in  Business
Administration.

                                       16
<PAGE>


ANDREW  B.  MAZZONE:
--------------------

     Mr.  Mazzone has been the Chairman of the Company since its inception until
August  2002.  He  resigned  as  Chief Executive Officer and President effective
November  1,  2001  and  from  the  Baord  of  Directors in August 2002.  He was
reappointed  to the Board of Directors in December 2002From 1970 until February
15,  1995,  Mr. Mazzone was employed by Metco, Westbury, NY, a subsidiary of the
Perkin  Elmer  Corp.  The Company was acquired by a foreign holding corporation,
which  changed  the  Company's name to Sulzer Metco.  Mr. Mazzone, as President,
resigned  from  Sulzer  Metco after the acquisition of the Company.  Mr. Mazzone
did  so  to  pursue  his  belief that there is an unexploited opportunity in the
thermal  spray  industry  to  set  up  industrial thermal spray shops around the
world,  excluding  the areas of Europe and the United States.  In this endeavor,
he left Sulzer Metco on good terms and with the understanding that his strategy,
if successful, would mean even more business for Sulzer Metco Corporation.  Some
of the highlights of Andrew Mazzone's Metco career include positions as Director
of  Logistics,  Director  of  Sales  and  Marketing,  Director of Manufacturing,
Executive  Vice  President  and  President.  Mr. Mazzone has degrees from Babson
College,  Babson  Park,  Massachusetts  in  finance  and  an  advanced degree in
economics,  with  a  specialty  in  economic  history.


ITEM  10.     EXECUTIVE  COMPENSATION

     For  the fiscal year ended September 30, 2002, no Officer/Director has been
compensated  with  salaries  or  other  form of remuneration except as set forth
below:

<TABLE>
<CAPTION>

                  Capacities  in  which                                       Aggregate
Name               Remuneration  was  Received     Period  Ended              Remuneration
----               ---------------------------     --------------------      ------------------
<S>                   <C>                              <C>                      <C>

James  W.  Zimbler     President,  CEO,  Director   September  30,  2002     1,550,000  shares
Ron  Likas             Chairman                     September  30,  2002     1,250,000 shares
Richard  Likas         Director                     September  30,  2002     1,250,000  shares
Andrew  B.  Mazzone    Director                     December  31,  2002      1,000,000  shares


</TABLE>


                                       17
<PAGE>

DIRECTOR  COMPENSATION:
-----------------------
     Our  directors  receive  no compensation for their services as director, at
this  time,  other  than what has already been paid by the issuance of shares of
common  stock.

DIRECTOR  AND  OFFICER  INSURANCE:
----------------------------------
     The  Company  has  no directors and officers ("D & O") liability insurance.


ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth certain information regarding beneficial
ownership  of  the  Company's  Common Stock as of December 31, 2002, by (i) each
person  (including  any  "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act") who is known by the Company
to  own  beneficially  5% or more of the Common Stock, (ii) each director of the
Company,  and  (iii)  all  directors  and executive officers as a group.  Unless
otherwise  indicated,  all  persons  listed  below  have  sole  voting power and
investment power with respect to such shares.  Total number of shares originally
authorized was 50,000,000 shares of common stock, each of which had a $.0001 per
share  par  value.

     On  December  30,  2002,  the Company announced that the shares issued as a
result of the Steam Cleaning transaction were being cancelled and re-issued.  As
a  result,  the  table below reflects the new stock issuance, as of December 30,
2002.

     As  of December 31, 2002, a total of 8,914,734 shares of Common Stock, have
been  issued  and  are  outstanding.

Shareholder*                               Number          Percentage
------------                               ------          ----------
James  W.  Zimbler  (1)(2)                1,250,000          14.02

Ron  Likas  (1)                           1,250,000          14.02

Richard  Likas  (1)                       1,250,000          14.02

Andrew  B.  Mazzone  (1)  (3)             1,040,000          11.66

Nakoma  Capital  Holdings,  LLC           1,250,000          14.02
21521  Goldfinch  Court
Kilder,  Il  60047

                                       18
<PAGE>

Directors  and  Officers  as  a  group:  6,040,000  shares

*     Address  of  shareholder  is  c/o  the Company, unless otherwise indicated

(1)  Director  and/or  Officer

(2)  Shares  have  been  authorized  by the Board of Directors but have not been
     issued  as of the filing date and are not included in the shares issued and
     outstanding,  but  are  counted  for  purposes  of  control.

(3)  1,000,000  shares  have  been authorized by the Board of Directors but have
     not  been  issued  as of the filing date and are not included in the shares
     issued  and  outstanding,  but  are  counted  for  purposes  of  control.


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

ISSUANCE  OF  STOCK:
--------------------

On  October  3, 2001, the Company issued 110,000 shares of common stock, for the
payment  of  consulting  expenses  to Crossover Advisors, LLC. These shares were
registered  on Form S-8 on August 30, 2001, but not issued until October 3, 2001

On  October  9,  2001,  the  Company  issued  67,500 shares of common stock, for
payment  of  the  following  expenses:

     60,000  shares  of  Common  Stock  to be issued to Angicourt, Inc., paid on
behalf  of  Jerry  Rukin  for  salary  to  manage  the  operations  of  the
subsidiary,  Transventures  Industries,  Inc.;

     5,000  shares of Common Stock to be issued to Kenneth Parsteck, employed by
the  Company,  for  past  due  salary;  and

     2,500  shares  of  Common Stock to be issued to Michael S. Krome, Esq., for
partial  payment  of  fees  for  legal  services  to  the  Company.

On October 30, 2001, the Company issued the following shares of common stock as
payment of monies owed:

     53,333 shares to Dina Segal
     53,333 shares to Karen Mazzone

On November 12, 2001, the Company issued the following shares to investors via
a private placement with the Company:

     200,000 shares to Andrew Mazzone
     125,000 shares to Edward A. Vrooman
     30,000 shares to Harry S. Latham

On  December  12,  2001,  the  Company issued 71,500 shares of common stock, for
payment  of  the  following  expenses:

     55,000  shares  of  Common  Stock  to be issued to Angicourt,  Inc, paid on
behalf  of  Jerry  Rukin  for  salary  to  manage  the  operations  of  the
subsidiary,  Transventures  Industries,  Inc.;

     10,000  shares of Common Stock to be issued to Lee  Rubenstein, pursuant to
the  Management  Consulting  Agreement  between  the  Company  and Comprehensive
Resource  Management,  Inc.;


                                       19
<PAGE>

     4,000  shares  of  Common  Stock  to  be  issued to Kevin  Halter, Jr.,  on
behalf  of  Securities  Transfer  Corporation,  for  services  performed  to the
Company,  for  which  payment  has  not  been  made;  and

     2,500  shares of Common Stock to be issued to Michael S. Krome, for partial
payment  of  fees  for  legal  services  to  the  Company.

We  also  issued,  pursuant  to  a  consulting agreement between the Company and
Crossover  Advisors,  LLC,  210,000  freely  tradable shares of common stock and
740,000  shares  of  restricted  common  stock.

On  January  16,  2002,  the  Company  issued 55,000 shares of common stock, for
payment  of  the  following  expenses:

     55,000  shares  of  common stock to be issued to  Angicourt,  Inc., paid on
behalf  of  Jerry  Rukin for salary to manage the operations of the  subsidiary,
Transventures  Industries,  Inc.;

On March 4, 2002, the Company issued 205,000 shares of common stock, for payment
of  the  following  expenses:

     50,000  shares  of  common stock to be issued to  Angicourt,  Inc., paid on
behalf  of  Jerry  Rukin for salary to manage the operations of the  subsidiary,
Transventures       Industries,  Inc.;

     150,000  shares  of  common  stock  to  be  issued  to Steven  Wildstin  of
Steven  Wildestein  Advisory  Services paid by the Company for services provided
by  Mr.  Wildestein  for  assistance  with  handling  investor  calls  and other
corporate  services;  and

     5,000  shares  of  common stock to be issued to Michael S. Krome, Esq., for
legal  services  performed  on  behalf  of  the  Company.

On  May 23, 2002, the Company issued 247,000 shares of common stock, for payment
of  the  following  expenses:

     150,000  shares  of  common  stock  to be issued to Agincourt, Inc. paid on
behalf  of  Jerry  Rukin  for salary to manage the operations of the subsidiary,
Transventures  Industries,  Inc.;

     50,000  shares  of  common stock to be issued to Steven Wildstein of Steven
Wildestein  Advisory  Services  paid by the Company for services provided by Mr.
Wildestein  for  assistance  with  handling  investor  calls and other corporate
services;


                                       20
<PAGE>


     35,000 shares to be issued to Lee Rubinstein of NBM Information Technology,
Inc.,  for  services  rendered  to  the  Company;  and

     12,000  shares  of common stock to be issued to Michael S. Krome, Esq., for
legal  services  performed  on  behalf  of  the  Company.

On August 8, 2002, we issued the following restricted shares:

     400,000 shares to Andrew B. Mazzone as compensation for his resignation.
     250,000 shares to Adelphia Holings,Inc., for consulting services.

On  August  12,  2002,  the Company issued 2,100,000 shares of common stock, for
payment  of  the  following  expenses:

     150,000  shares  of  common stock to be issued to Steve Horowitz, Esq., for
legal  advice  rendered  to  the  Corporation;

     100,000 shares of common stock to be issued to Arnie Kling of Dakota Group,
Ltd.,  as  payment  for  consulting  services  to  the  Corporation;

     150,000  shares  of  common  stock to be issued to James Dalke for services
rendered  to  the  Company;

     1,500,000  shares  of  common  stock  to  be issued to James W. Zimbler, on
behalf  of  Diversified Capital Holdings, Inc., as payment for services provided
to  the  Corporation;

     150,000 shares of common stock to be issued to Lee Rubinstein, on behalf of
Lee's  Keys,  Inc.,  for  services  rendered  to  the  Corporation;  and

     50,000  shares  of common stock to be issued to Michael S. Krome, Esq., for
legal  services  performed  on  behalf  of  the  Company.

On  December  12,  2002,  the  Company  issued 225,000 shares for payment of the
following  expenses:

     100,000  shares of common stock to be issued to Steve Apolant, on behalf of
New  Century  Capital  Consultants  Inc.,  pursuant  to the Consulting Agreement
between  the  parties;

     75,000  shares  of  common stock to be issued to Jerry Rukin of Angincourt,
Inc.,  as  payment  for  expenses  and  consulting  services to the Corporation;

     40,000  shares  of common stock to be issued to Michael S. Krome, Esq., for
legal  services  performed  on  behalf  of  the  Company;  and

     10,000  shares  of  common  stock  to be issued to Hector Cruz of Manhattan
Transfer  and  Trust  Company  for  services  rendered.


                                       21
<PAGE>

ITEM  13.     EXHIBITS

                                INDEX TO EXHIBITS
                                -----------------


    SEC  REFERENCE          TITLE  OF  DOCUMENT
          NUMBER
     3.1               Articles  of  Incorporation                   (1)
--------------------------------------------------------------------------------
     3.2               Amendment  to  Articles  of                   (1)
                       Incorporation
--------------------------------------------------------------------------------
     3.3               Additional  Amendment  to                     (1)
                       Articles  of  Incorporation
--------------------------------------------------------------------------------
     3.4               Bylaws                                        (1)
--------------------------------------------------------------------------------
     99.1              Certification  of  President  pursuant  to
                       18  U.S.C.  Section  1350,  as  adopted
                       Pursuant  to  section  906  of  the
                       Sarbanes-Oxley  act  of  2002
--------------------------------------------------------------------------------

(1)     These  documents are hereby incorporated by reference to Form 10SB filed
        November  21,  2000.

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

Reports  on  Form  8-K

The  Following Reports on Form 8-k were filed during the last quarter covered by
this  report:

August  20,  2002:     Item  1,  Changes  in  Control  of  Registrant
                       Item  2,  Acquisition  or  Disposition  of  Assets
                       Item  5,  Other  Events,  change  of  address

October  30,  2002:    Item  1,  Changes  in  Control  of  Registrant
                       Item  5,  Other  Events,  change  of  address

December  30,  2002    Item  1,  Changes  in  Control  of  Registrant
                       Item  2,  Acquisition  or  Disposition  of  Assets

Item 14. Controls and Procedures

Information required by Item 307 of Regulation S-B is contained in the principal
executive  officer  and  financial  officer  conclusions  (page  23  about  the
effectiveness  of the small business issuer`s disclosure controls and procedures
(as  defined  in  Reg. 240.13a-14c under the securities act of 1934), based upon
their  evaluations  of these controls and procedures as of a date within 90 days
of  the  filing  date  of  this  annual  report.

                                       22
<PAGE>


SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act of 1934, Steam Cleaning USA, Inchas duly caused this Report to be
signed  on  behalf  of  the undersigned thereunto duly authorized on January 11,
2002.

TTI  HOLDINGS  OF  AMERICA  CORP

By  /s/  James  W.  Zimbler
    -----------------------
James  W.  Zimbler,  President  and  Director

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Report  has been signed by the following persons in the capacities indicated and
on  January  11,  2002

Signature                          Title                 Date
------------                       ------               ------
/s/  Ron  Likas                    Chairman           January  11,  2002
---------------
Ron  Likas

/s/  Richard  Likas                Director           January  11,  2002
-------------------
Richard  Likas

/s/  James  W.  Zimbler            CEO,  President    January  11,  2002
-----------------------            Director
     James  W.  Zimbler

/s/  Andrew  B.  Mazzone           Director           January  11,  2002
------------------------
     Andrew  B.  Mazzone

CERTIFICATIONS

I,  James  W.  Zimbler,  certify  that:

1.  I  have reviewed this quarterly report on Form 10-KSB of Steam Cleaning USA,
Inc.;

2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.The  registrant's  other  certifying  officers  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:
    a)  designed such disclosure controls and procedures to ensure that material
  information  relating  to  the  registrant,  including  its  consolidated
  subsidiaries,  is  made  known  to  us  by  others  within  those  entities,
  particularly  during  the  period  in  which  this  quarterly  report is being
  prepared;
    b)  evaluated  the effectiveness of the registrant's disclosure controls and
  procedures  as  of  a  date  within  90  days prior to the filing date of this
  quarterly  report  (the  "Evaluation  Date");  and
    c)  presented  in  this  quarterly  report  our  conclusions  about  the
  effectiveness  of  the  disclosure  controls  and  procedures  based  on  our
  evaluation  as  of  the  Evaluation  Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

    a)  all  significant  deficiencies  in  the  design or operation of internal
  controls  which  could  adversely  affect  the registrant's ability to record,
  process,  summarize  and  report  financial  data  and have identified for the
  registrant's  auditors  any  material  weaknesses  in  internal  controls; and
    b)  any  fraud,  whether  or not material, that involves management or other
  employees  who  have a significant role in the registrant's internal controls;
  and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

January 23,  2003
                                           /s/  James  W.  Zimbler
                                           --------------------------------
                                          James  W.  Zimbler
                                          President  and Chief Executive Officer

                                       23

<PAGE>