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, 2001


[  ]   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

                         TTI Holdings of America Corp.
                         -----------------------------
                 (Name of small business issuer in its charter)


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

545 Madison Ave, 6th Floor NY, NY10022                10022
----------------------------------------              -----
(Address of Principal executive offices)              (Zip Code)

Issuer's telephone number (212) 755-8777
                          --------------

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:  None

The aggregate  market value of the voting  common equity held by  non-affiliates
based on the average  closing sales price of such common equity,  as of December
31, 2001 was approximately $ 891,893

The number of shares of Common  Stock  outstanding,  as of December 31, 2001 was
6,894,466.

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


                                       1
<PAGE>

                          TTI HOLDINGS OF AMERICA CORP.
                          ANNUAL REPORT ON FORM 10-KSB

                    FOR FISCAL YEAR ENDED SEPTEMBER 30, 2001

                                      INDEX
                                                                        Page No:

PART I.......................................................................  3

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

PART II......................................................................  9

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS........................................  9
ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION.................................................. 10
ITEM 7.           FINANCIAL STATEMENTS....................................... 13
ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE..................... 26

PART III..................................................................... 27

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                  CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF
                  THE EXCHANGE ACT........................................... 28
ITEM 10           EXECUTIVE COMPENSATION..................................... 28
ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT............................................. 29
ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............. 30

PART IV .....................................................................

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K........................... 32
                  SIGNATURES ................................................ 35


                                       2
<PAGE>

                          TTI Holdings of America Corp.


         This Form 10-KSB contains forward looking statements within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934,  regarding  future events.  The future  performance of the
Company involve risks and uncertainties which may cause actual results in future
periods to be materially different from any future performance suggested herein.
Management  believes  that its current  business  strategy  focused on finding a
suitable  merger  or  acquisition  partner  is not  unique  and  is  executable.
Nevertheless, there can be no assurance that our strategy will be successful. In
addition  there can be no assurance that  sufficient  capital can be obtained to
continue operations.  Our performance and actual results could differ materially
from those projected in the forward-looking statements contained herein. Part I

Item 1.       Description of Business

Business Development:
---------------------
         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 with
minimal capital,  focused on finding new business  opportunities and a merger or
acquisition partner.
         Since September  2001, the Company has devoted a substantial  amount of
its time and  resources  in  discussions  with  several  companies  in different
industries regarding a business combination. To date, these discussions have not
resulted in a completed transaction. The Company is currently in discussion with
several  companies  regarding  a merger  where it is  expected  that the  target
company's  current  business would be the business of the Company going forward.
Although the Company  believes that it will conclude a transaction  as described
above on favorable  terms, no guarantee can be given that any  transaction  will
occur in the short term, or if at all.
         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 accelerated the process 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


                                       3
<PAGE>

with the mandate to assess the strategic  value of all current  holdings as well
as identify a merger or acquisition partner that could upon combination, deliver
value to TTI and its  shareholders.  In addition to being engaged in the thermal
spray  coating  industry  during  fiscal 2001,  TTI was also involved in certain
investment  activities  as the Company  previously  pursued a strategy of growth
through  investment in and  acquisitions of small private  companies in targeted
industries.


Recent Transactions:
--------------------
         In June 2001, TTI acquired Transventures  Industries,  Inc., a New York
corporation  for  250,000  shares  of its  Common  Stock.  The  purpose  of this
acquisition was to utilize  Transventures as a vehicle to exploit  opportunities
in the  transportation  and logistics  industries by providing capital and other
corporate support.
         In June 2001, TTI acquired  300,000 shares of Cobex  Technologies  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  in
installments  over a 12-month  period.  This transaction is expected to close in
February 2002.
         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 to develop  Transventure's  business opportunities in the
transportation and logistics business utilizing a network of industry contacts.
         On November 2, 2001, James W. 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.  Mr.  Zimbler is also the
president of Cyberedge.  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 was  better  suited  to  raise  working  capital  for
Transventure's business plan.

Prior Transactions:
-------------------
         On May 19, 2000 the Company  acquired all of the assets and liabilities
of High Velocity Technology, Inc. by merging it into Panama Industries Ltd., its
wholly-owned subsidiary,  in a tax-free reorganization  qualifying under Section
368(a)(1)(A) of the Internal Revenue Code. The President and sole shareholder of
High Velocity,  Robert J. Lalumiere received in exchange for all of his stock in
High Velocity 250,000 shares of the Company's common stock and $65,000,  $50,000
of which was paid at closing and $15,000 was paid in October 2000. High Velocity
is a manufacturer  of thermal spray equipment and a distributor of thermal spray


                                       4
<PAGE>

supplies.  As such,  it was part of the thermal  spray  business  that  supplies
coating  service shops such as the Company's  shop in Costa Rica.  The assets of
High Velocity  consisted  primarily of the machinery and equipment  necessary to
operate the thermal spray  equipment  manufacturing  business.  High  Velocity's
business was integrated into Panama's operations. In November 2001, the business
of High Velocity was sold by Panama back to its former owner Robert Lalumiere.


THERMAL SPRAY BUSINESS:
-----------------------
         Thermal  spraying is a  technology  used to coat a substrate  (surface)
with various  materials such as metals,  alloys,  carbides,  ceramics,  and some
plastics.  The coating  material  utilized depends upon the requirements of each
specific application.
         The coatings utilized by TTI are produced from materials in the form of
either wire or powder.  The  material is melted in a flame or heat  source,  and
projected  onto a  substrate  by a mixture  of air  flammable  gases to form the
coating. The air, flammable gases and coating are brought together in a flame in
the nozzle of the gun where the coating is melted and sprayed  forward  onto the
surface to be coated. The gases and molten coating are cooled by the surface and
the coating adheres to the surface.
         Thermal  spray coating  technology  can be utilized in any situation in
which metal surfaces are worn from use or exposed to erosion or corrosion. A few
of the most common applications  include the rebuilding of mechanical parts, the
protection  of pipes  (inside and  outside)  from  corrosion,  and the repair of
crankshafts, turbine blades and pumps.
         Thermal  spraying  is a  generic  term  used to  describe  a number  of
different  technologies.  Each  sub-technology  shares a common  element in that
molten or semi-molten  metal particles are propelled onto a substrate where they
adhere to form a coating. Each sub-technology  involves trade-offs among coating
quality,  deposition rates, and cost. Each of the thermal spray  technologies is
discussed in greater detail below.
         Thermal spray  technology is a subset of materials  science and surface
coating engineering.  Using thermal spray, technicians can apply a thick or thin
metal or ceramic  coating  on top of a metal  substrate.  The  coating is bonded
strongly to the substrate,  because the process  projects molten  particles onto
the targeted surface at high, sometimes hypersonic, velocities. The coatings are
thus applied with a combination of thermal and kinetic energies.
         Since  it is  usually  only  the  exposed  surface  of  parts  that are
subjected to stresses such as wear, erosion, or corrosion,  it is possible using
this technology to economically  protect such surfaces.  The required protection
can be provided with thin  coatings,  using  relatively  little  material.  As a
result,  high performance  coatings and even exotic materials can be utilized at
limited cost.
         Most of the  Company's  thermal  spraying  operations to date has taken
place in Costa Rica.  As of September  30, 2001,  TTI did business in Costa Rica
with over 300 customers.


                                       5
<PAGE>

         TTI also operated a manufacturing business, High Velocity Technologies,
Inc., based in Lebanon, New Hampshire.  This latter business is described in the
section titled "Prior Transactions".

Competition:
------------
         TTI experienced competition in the thermal spraying business from a few
different  sources  including  the  traditional  manufacturers  of thermal spray
equipment and supplier i.e. Sulzer Metco,  Westbury,  NY, Eutectic  Corporation,
Flushing,  NY, and Praxair Inc., Danbury,  Connecticut,  etc. Although primarily
engaged  in selling  equipment  and  supplies,  the users of the  thermal  spray
processes may ultimately  shift their strategy to become prime users also of the
process. The two largest original equipment manufacturers in thermal spraying in
the United States are Sulzer Metco and Praxair.
         In the Costa Rican market,  the competition  for original  equipment is
Eutectic Corporation of Flushing, NY.

Customers:
----------
         Following the Panama  Spin-off,  the Company did not have any customers
nor generate any revenue.  All of the  customers  and revenue  during the fiscal
year ended September 30, 2001 were derived from Panama's business.  For the year
ended  September  30,  2000,  one  customer  in the  corrosion-protection  field
accounted for 16% of the Company's sales and 25% of its accounts receivable.
         During the year ended September 30, 2001,  Costa Rica accounted for 24%
of total Company  sales;  during the year ended  September 30, 2000,  Costa Rica
accounted for 36% of Company sales.
         Although we had  approximately  300 thermal spray service  customers in
Costa Rica, we had only 2 significant thermal spray customers in New York.

Intellectual Property:
----------------------
         We have not applied for any patents,  trademarks  or license as of this
time. The Company is not engaged and has not engaged in Research and Development
activities.

Management, Employees and Consultants:
--------------------------------------
         Until the Panama  Spin-off,  TTI had 5 full time employees in the U.S.,
12 full time  employees  in Costa Rica,  and 2 part-time  employees  in the U.S.
Following the Panama  Spin-off and through  September  30, 2001,  TTI had 1 full
time employee, its Chief Executive Officer and President Andrew B. Mazzone and 1
part-time employee.
         On November 1, 2001, Mr. Mazzone  resigned as Chief  Executive  Officer
and President of the Company.  Mr. Mazzone  remains as the Chairman of the Board
of Directors.  James W. Zimbler, of Crossover Advisors, LLC was named as interim
President  effective as of the same date.  Mr. Zimbler was also appointed to the
Board of Directors.
         On August 23,  2001,  TTI  entered  into an  agreement  with  Crossover
Advisors,  LLC to provide certain financial,  business and strategic  consulting
services  for a term of eighteen  (18) months (the  "Crossover  Agreement").  On
September 6, 2001 and on November 15, 2001 the  Crossover  Agreement was amended
to expand the level of services to be provided to TTI including the retention of


                                       6
<PAGE>

Mr. Zimbler as TTI's new  President.  As of December 31, 2001, TTI has issued to
Crossover an aggregate of 950,000  shares of it's common stock and is accruing a
monthly fee of $10,000 per month  commencing  November 1, 2001, in consideration
of the provision by Crossover and Mr. Zimbler of such services.

Item 2.  Description of Property
         TTI maintained offices at three locations until the Panama Spin-off.
         The  Company's  executive  offices  and shop were  located at 68A Lamar
Street, W. Babylon,  NY 11704 and consisted of approximately 2000 square feet of
office  space at a monthly rent of $1100.  The Company also  operated its wholly
owned subsidiary,  High Velocity Technologies,  at 21 Technology Drive, Lebanon,
NH 03784. Such space consisted of 1800 square feet, of which 360 square feet was
devoted to office and 1440 square feet was devoted to manufacturing and storage.
In addition a wholly owned  subsidiary was located in San Jose, Costa Rica, in a
8,000 sq. ft. facility with 900 sq. ft. set aside for offices and 7,100 sq. ft..
dedicated to spray and machine shop areas.
         On August 23, 2001,  TTI entered into a Management  Services  Agreement
and Licensing Agreement with Adelphia Holdings,  LLC ("Adelphia"),  an affiliate
of Crossover to provide certain administrative  services and office space to TTI
at Crossover's New York City location. Since November 1, 2001, Adelphia has been
accruing a monthly fee of $5000 per month for the provision of such services and
office space.

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.
         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  returned  to  authorized  but  unissued  status  on the books of the
Company. 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.


                                       7
<PAGE>


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 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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year ended September 30, 2001.














                                       8
<PAGE>

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters

General:
--------
         We are authorized to issue 10,000,000  shares of Common Stock, at a par
value $.0001 per share.  As of December 31, 2001 there are  6,894,466  shares of
common  stock  outstanding.  The number of record  holders of Common Stock as of
December 31, 2001 is approximately 800.

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  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  TTI Common Stock:
----------------------------------

Market Information
         Since June 2001,  the  Company's  Common  Stock has been trading on the
NASD OTC Bulletin  Board under the symbol  "TTIH".  Although  the Company  began
trading on the OTC Bulletin Board on July 30, 1996 under the symbol "THRM",  the
Company was de-listed  from April 19, 2000 to March 2001 for failure to file its
Form 10-KSB on time.  During that time,  the  Company's  stock was traded in the
"pink sheets"  published by the National  Quotations  Bureau,  LLC. On March 15,
2001, the Company again was approved for quotation on the OTC Bulletin Board and
has been traded  there  since that time.  There is  currently a limited  trading
market for the Company's  Common Stock.  The following  chart lists the high and
low sales  prices for shares of the  Company's  Common Stock during each quarter
within the last two years.  These prices are between  dealers and do not include
retail markups,  markdowns or other fee and  commissions,  and may not represent
actual transactions.


                                       9
<PAGE>

THREE MONTHS ENDED:                 High             Low
                                    ----             ---
December 30, 1999                   $8.500           $0.625
March 31, 2000                      $8.500           $1.031
June 30, 2000                       $3.500           $1.060
September 30, 2000                  $3.300           $1.560
December 31, 2000                   $2.000           $0.750
March 31, 2001                      $4.000           $1.375
June 30, 2001                       $4.250           $1.580
September 30, 2001                  $1.800           $0.430
December 31, 2001                   $0.480           $0.100

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.

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.


                                       10
<PAGE>

Results of Operations:
----------------------
For the Year Ending September 30, 2001 vs. September 30, 2000
-------------------------------------------------------------
         During  2001,  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 2001, the Company  incurred  approximately  $771,000 of expenses
for general and administrative expenses associated with the Panama Spin-off, its
pursuit of the merger and business  activities  described above, and the general
operation of the Company.  The Company paid for $425,000 of these  expenses with
Company shares.

Year Ending September 30, 2000 vs. September 30, 1999
-----------------------------------------------------
         For the year ended  September 30, 2000,  Thermaltec  International  had
$301,000 of  consolidated  sales,  a decrease of 26% from the prior year, as the
inclusion of $141,000 of sales from High Velocity  Technology,  Inc. ("HVT") for
the four months of  operations  was more than offset by the decline in corrosion
protection  sales in the United  States of  $161,000.  Gross  margins were 5%, a
decline  from  23% in the  prior  year,  primarily  reflecting  $50,000  of cost
overruns  and rework at  Thermaltec  de Costa Rica (TCR).  Selling,  general and
administrative  expenses  were  $1,246,000,  $195,000  more than the prior year;
$410,000 was the result of shares issued for services during the period.  Of the
total  expenses,  $194,000  was  required  to  bring  the  unsuccessful  Camanco
Communication merger process,  begun in 1999, to a conclusion.  In addition, the
Company incurred  $60,000 in pursuing other mergers.  Expenses other than merger
costs were  $987,000  during the year, an increase of $386,000 from the year ago
period,  as the Company  incurred  $277,000 of costs in  technical  training and
expansion for its Costa Rican subsidiary and approximately  $44,000 in costs for
registration  and filing of Form 10-SB.  No shares were issued to  principals of
the registrant for services in connection with the Comanco merger.

         As  stated  above,  the  Company  incurred   approximately  $60,000  of
administrative  and legal expenses during the year ending  September 30, 2000 in
pursuing  merger   discussions  and  "due  diligence"   investigation   of  four
acquisition candidates, specifically High Velocity Technologies, Edge Management
Inc., I x Partners,  Ltd. and Viaplex  Communications.  The  acquisition of High
Velocity was  consummated  on May 19, 2000 by the exchange of 250,000  shares of
Thermaltec  common  stock  and  $100,000  in cash for all of the  assets of High
Velocity.  During  the year ended  September  30,  2000,  the  Company  chose to
withdraw from further  negotiations  with Edge  Management Inc. and with Viaplex
Communications  upon  completion of the respective due diligence  processes.  On
December 14, 2000 the Company also chose to withdraw  from further  negotiations
with I x Partners.


                                       11
<PAGE>

Liquidity and Financial Resources
---------------------------------
         As shown in the financial  statements,  the Company incurred a net loss
of $1.15  million  during the year ended  September  30,  2001 and has  incurred
substantial  net losses for each of the past three years. At September 30, 2001,
current  liabilities  exceed current assets by $85,000;  at the same time, total
assets  exceeded  total  liabilities  by  only  $187,000.  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 attempt to improve its liquidity
by raising  additional  investment  capital to provide for  continued  operating
funds and to become  profitable by finding  business  opportunities  that create
operating  revenues.  The ultimate  success of these  measures is not reasonably
determinable at this time.
         The Company  has  limited  the amount of the debt it has  raised.  Debt
outstanding as of September 30, 2001 consists primarily of approximately $40,000
owed to a  shareholder.  Since  inception,  the Company has raised $2.7  million
through  the sale of common  stock  other  than  stock  issued in  exchange  for
services.

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.
Because the Company has no fixed assets,  the net  operating  losses shown would
approximate  those reported if the effects of inflation were reflected either by
charging  operations with amounts that represent  replacement  costs or by using
other inflation adjustments.

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


                 TTI Holdings of America Corp. and Subsidiaries

                          Index to Financial Statements

                                    CONTENTS

INDEPENDENT AUDITORS' REPORT                                               F2-F3
Consolidated Balance Sheet as of September 30, 2001                        F-4
Consolidated Statement of Operations and Comprehensive Income
     for the periods ended September 30, 2001 and 2000                     F-5
Consolidated Statements of Shareholders' Equity for the periods
     ended September 30, 2001 and 2000                                     F-6
Consolidated Statements of Cash Flows for the periods ended
     September 30, 2001 and 2000                                           F-7
 Notes to Consolidated  Financial Statements                               F-8






                                      F-1
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



The Board of Directors of
TTI Holdings of America Corp.

I have audited the  accompanying  consolidated  balance sheet of TTI Holdings of
America  Corp.  and  Subsidiaries  as of  September  30,  2001  and the  related
consolidated  statements of operations and comprehensive  income,  stockholders'
equity and cash flows for the years ended September 30, 2001. These consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

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

In my opinion,  the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of TTI Holdings of
America Corp. and  Subsidiaries as of September 30, 2001, and the results of its
operations and cash flows for the years ended  September 30, 2001, in conformity
with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
consolidated  financial  statements,   The  Company  has  suffered  losses  from
operations and has a net capital  deficiency that raises substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are described in Note 1. The  accompanying  consolidated
financial  statements do not included any adjustments that might result from the
outcome of this uncertainty.



                               Aaron Stein, C.P.A.


Woodmere, New York
February 11, 2002




                                       F-2

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



The Board of Directors of
Thermaltec International Corporation and Subsidiaries

We have audited the  accompanying  consolidated  statements  of  operations  and
comprehensive  income,   stockholders'  equity  and  cash  flows  of  Thermaltec
International  Corporation  and  Subsidiaries  for the year ended  September 30,
2000. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the results of operations,  and cash flows of
Thermaltec  International  Corporation  and  Subsidiaries  for the  years  ended
September 30, 2000, 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 9 to the
financial statements,  the Company has suffered losses from operations and has a
net  capital  deficiency  that  raise  substantial  doubt  about its  ability to
continue as a going concern.  Management's plans in regards to these matters are
also  described  in  Note  9.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.





                    Capraro, Centofranchi, Kramer & Co, P.C.

South Huntington, New York
December 12, 2000






                                       F-3


<PAGE>



                          TTI Holdings of America Corp.
                           Consolidated Balance Sheet
                            As of September 30, 2001

Assets
       Current Assets:
               Cash and Cash Equivalents         $       946
                                                 -----------


               Total Current Assets



     Other Assets:
         Loan Receivable                              89,719
         Investment (at Cost)                        182,000
                                                 -----------

         Total Other Assets                          271,719
                                                 -----------




Total Assets                                     $   272,665
                                                 ===========

Liabilities and Stockholders' Equity (Deficit)

     Current Liabilities
         Vendor Accounts Payable                 $    20,703
         Payment for Shares not Issued                30,000
         Due to Shareholder                           34,593
                                                 -----------

         Total Current Liabilities                    85,296

Stockholders' Equity

     Common Stock                                        545
     Additional Paid-in Capital                    3,400,848
     Accumulated Deficit                          (3,214,024)
                                                 -----------
     Total Shareholders' Equity                      187,369
                                                 -----------

Total Liabilities and Shareholders' Equity       $   272,665
                                                 ===========








                 See accompanying notes to financial statements


                                       F-4


<PAGE>



                          TTI Holdings of America Corp.
         Consolidated Statements of Operations and Comprehensive Income



                                                         For the
                                                 Year ended September 30,


                                                    2001           2000
                                                -----------    -----------

Sales                                           $         0    $         0


Cost of Sales                                             0              0
                                                -----------    -----------

Gross Profit                                              0              0

General and Administrative Expenses                 771,405        360,148
                                                -----------    -----------


Net Loss from Continuing Operations                (771,405)      (360,148)

Discontinued Operations (Note 11)
     Loss from Discontinued Operations,
     Net of Income Taxes of $0                     (376,291)      (868,498)
                                                -----------    -----------



Net Loss                                        ($1,147,696)   ($1,228,646)
                                                ===========    ===========




Basic and Diluted Loss per Share                ($     0.24)   ($     0.37)
                                                ===========    ===========


Weighted Average Number of Shares Outstanding     4,753,899      3,296,761
                                                ===========    ===========






                  See accompanying notes to financial statement

                                       F-5


<PAGE>
<TABLE>
<CAPTION>




                          TTI Holdings of America Corp.
            Consolidated Statements of Stockholders' Equity (Deficit)




                                                    Common Stock                                         Accumulated
                                                    ------------           Additional      Retained         Other
                                                      Number of              Paid-in       Earnings     Comprehensive
                                                Shares          Amount       Capital       (Deficit)     Income(Loss)    Total
                                             -----------    -----------    -----------    -----------    -----------   -----------
<S>                                          <C>            <C>            <C>            <C>            <C>           <C>

Balance, September 30, 1999                    2,608,118    $       261    $ 1,902,407    ($2,175,983)   $    25,086   ($  248,229)
------------------------------------------   -----------    -----------    -----------    -----------    -----------   -----------
Net Loss for the year ended 9/30/00                                                        (1,230,225)                  (1,230,225)
Warrants exercised during the year                 1,000              0          1,000                                       1,000
Stock issued in lieu of cash repayment
       Of shareholder loan during year           198,000             20        197,980                                     198,000
Stock issued for services                        233,833             23        409,493                                     409,516
Stock issued for employee awards                   4,850              1          7,274                                       7,275
Stock sold during the year                       834,000             83        833,917                                     834,000
Stock issued in lieu of cash repayment
       Of other loans                            175,000             17        174,983                                     175,000
Stock issued for purchase of HVT                 250,000             25        218,725                                     218,750
Other Comprehensive Income:
       Foreign Currency Adjustment                                                                             1,579
                                             -----------    -----------    -----------    -----------    -----------   -----------

Balance, September 30, 2000                    4,304,801            430      3,745,779      3,406,208         26,665       366,666
Net Loss for the year ended 9/30/01                                                        (1,147,696)                  (1,147,696)
"A" Warrants exercised during the year            33,400              3         33,397                                      33,400
"B" Warrant exercised during the year             50,295              5         75,437                                      75,443
Shares issued for shareholder loan               170,000             17        101,983                                     102,000
Shares issued for employee loans                  14,000              1         23,345                                      23,346
Shares issued for services                       383,804             39        394,554                                     394,593
Shares issued for asset                            4,500              1         12,555                                      12,556
Shares issued from option letter                 120,000             12        119,988                                     120,000
Shares issued for vendor payables                 13,000              1         18,093                                      18,094
Shares issued for purchase of COBEX              100,000             10        131,990                                     132,000
Shares issued for purchase of Transventure       250,000             25        329,975                                     330,000
Other Comprehensive Income:
       Foreign Currency Adjustment                                                                             7,294         7,294
Net Effect of Spinoff of Panama Industries
       And its Subsidiaries                                                 (1,586,248)     1,339,879       (33,959)      (280,328)
                                             -----------    -----------    -----------    -----------    -----------   -----------

Balance, September 30, 2001                    5,443,800    $       545    $ 3,400,848    ($3,214,025)   $         0   $   187,368
                                             ===========    ===========    ===========    ===========    ===========   ===========
</TABLE>




                  See accompanying notes to financial statement

                                       F-6

<PAGE>
<TABLE>
<CAPTION>

                          TTI Holdings of America Corp.
                      Consolidated Statements of Cash Flow

                                                                            For the
                                                                    Year ended September 30,


                                                                       2001           2000
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Cash Flows from Operating Activities:
     Net Loss                                                      ($1,147,696)   ($1,230,225)
                                                                   -----------    -----------

     Adjustments to reconcile net loss to net cash used
     in operating activities:
             Depreciation & Amortization                                   -0-         39,810
             Common Stock Issued for Services and Awards               425,243        416,791
             Net Effect of Panama Industries Spin-off                  511,825            -0-

             (Increase) decrease in:
                    Accounts Receivables                                  - 0-         78,613
                    Inventories                                          - 0 -         (9,546)
                    Prepaid Expenses and Other Current Assets            - 0 -        (44,625)
                    Other Assets                                         - 0 -        (15,313)

             Increase(decrease) in:
                    Accounts Payable                                     - 0 -        (65,730)
                    Accrued Expenses & Other Current Liabilities           -0-        103,586
                                                                   -----------    -----------

            Total Adjustments                                          937,068        503,586
                                                                   -----------    -----------

            Net cash used in Operating Activities                     (210,628)      (726,639)
                                                                   -----------    -----------

Cash Flows from Investing Activities:
    Purchases of Fixed Assets                                             - 0-        (10,685)
   Cash paid in acquisition of subsidiary                                    0        (50,000)
                                                                   -----------    -----------
            Net cash used in Investing Activities                          -0-        (60,685)

Cash Flows from Financing Activities:
    Proceeds from sale of shares, net of offering costs                108,843        835,000
    Repayments of Long-Term Debt                                         - 0 -        (98,785)
    Payment for Shares not yet Issued                                   30,000            -0-
    Net Proceeds (repayments) of Shareholder Loans                         -0-        (16,311)
                                                                   -----------    -----------

Net cash provided by Financing Activities                              138,843        719,904
                                                                   -----------    -----------

Effect of exchange on cash                                               7,294          1,579
                                                                   -----------    -----------

Net increase (decrease) in cash and cash equivalents                   (64,491)       (65,841)

Cash & Cash Equivalents, Beginning of Period                            65,437        131,278
                                                                   -----------    -----------

Cash & Cash Equivalents, End of Period                             $       946    $    65,437
                                                                   ===========    ===========
</TABLE>


                  See accompanying notes to financial statement

                                       F-7



<PAGE>

                          TTI Holdings of America Corp.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION/REPORTING ENTITIES
     The consolidated financial statements of Thermaltec International Corp. and
     Subsidiaries (the "Company") include the following entities:

     THERMALTEC INTERNATIONAL CORP.
     ------------------------------
     Thermaltec  International  Corp. ("TTI") was incorporated in 1994 under the
     laws of the  state  of  Delaware.  TTI was  organized  for the  purpose  of
     engaging in the sale of thermal sprayed coatings to individual customers in
     the  United  States  and other  countries.  TTI also  serves as the  parent
     company,  which acts as a holding company for its subsidiaries and provides
     administrative  support to the operations of the Company.  In May 1999, all
     operating assets and liabilities of Thermaltec were transferred into Panama
     Industries.

     PANAMA INDUSTRIES,LTD.
     ----------------------
     Panama Industries is a wholly owned subsidiary of TTI incorporated in March
     1998.  It was  inactive  and not part of the  consolidated  group until May
     1999. At that time,  all  operating  assets and  liabilities  of Thermaltec
     International  were transferred into Panama  Industries.  Panama Industries
     and the following subsidiaries were spun off on June 22, 2001.

     HIGH VELOCITY TECHNOLOGIES, INC.
     --------------------------------
     High Velocity  Technologies,  Inc. (HVT), located in West Lebanon, NH, is a
     wholly owned subsidiary of Panama Industries, acquired on May 19, 2000. HVT
     manufactures and sells equipment and materials used in the thermal spraying
     industry.

     AMZ THERMALTEC, S.A.
     --------------------
     AMZ  THERMALTEC,  S.A.  (AMZ)  is  a  wholly  owned  subsidiary  of  Panama
     Industries  located in San Jose,  Costa Rica. AMZ began  operations in June
     2000 and provides  thermal  spray  coatings to businesses  and  individuals
     throughout Costa Rica.

     THERMALTEC DE COSTA RICA, S.A.
     ------------------------------
     Thermaltec de Costa Rica, S.A.  ("TCR") is a wholly owned subsidiary of TTI
     located in San Jose, Costa Rica. TCR began  operations  during fiscal 1995,
     and  provides   thermal  spray  coatings  to  businesses  and   individuals
     throughout Costa Rica.

          SPINOFF OF SUBSIDIARY
          ---------------------

     On May 31, 2001,  the Company  announced that it intended to spin off, as a
     stock  dividend,  all of its equity in Panama  Industries,  LTD.,  a wholly
     owned  subsidiary.  The shares in Panama Industries would be distributed to
     the Company's  shareholders  of record as of the close of business June 22,
     2001; the distribution  would be on a basis of one share of Panama to every
     three shares of the Company.  On July 2, 2001, the spin-off was executed as
     announced.  On June 22, 2001,  in  connection  with this  transaction,  the
     Company  incurred a charge to paid-in capital of $1,586,248.  In connection
     with the stock dividend, on July 25, the Company transferred 100% ownership
     of TCR to Panama Industries.


     PRINCIPLES OF CONSOLIDATION
     ---------------------------
     The  consolidated  balance  sheet of the Company as of  September  30, 2001
     includes the balances of Transventures,  Inc. The Results of Operations and
     cash flows for the year ended September 30, 2000 include the results of HVT
     for the  approximately  four months that the  business  was a wholly  owned
     subsidiary of the Company. The results of Operations and cash flows for the
     year ended September 30, 2001 include the results of Panama  Industries and
     its  subsidiaries  for nine months  that the  business  was a wholly  owned
     subsidiary of the Company.

     All  material  inter-company  transactions  have  been  eliminated  in  the
     consolidated financial statements.


     USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


     REVENUE RECOGNITION

     Revenues  from  contracts  which have terms  greater than one month and are
     fixed-price  contracts  are  recognized  on  the   percentage-of-completion
     method,  measured by the percentage of actual cost incurred to date, to the
     estimated  total cost for each contract.  On those  contracts which are not
     fixed-price in nature and which contractually require the billing of actual
     costs and expenses incurred during the period, revenue is recognized as the
     actual amount invoiced during the period.

                                      F-8


<PAGE>

                          TTI Holdings of America Corp.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

     Estimated  costs and revenues are based upon  engineering  estimates of the
     work  performed  to date  relative  to the total  work  required  under the
     contract.  Changes  in  contract  estimates  which  result  in  changes  in
     estimated  profit are applied to the cumulative  work  accomplished  on the
     project.  The re-calculated  gross profit on the contract is applied to the
     revenues  recorded to date for the entire life of the  contract;  the gross
     profit for the year is determined by subtracting  from the cumulative gross
     profit the gross profit reported in a prior year. On those projects where a
     re-estimate indicates that a loss on the entire project is likely, the full
     amount of the loss is recorded,  in the period when the  likelihood of loss
     is first identified.

     CASH AND CASH EQUIVALENTS

     For the purpose of the statement of cash flows,  the Company  includes cash
     on deposit,  money market  funds,  amounts held by brokers in cash accounts
     and funds temporarily held in escrow to be cash equivalents.

     ACCOUNTS RECEIVABLE

     Accounts   receivable  have  been  adjusted  for  all  known  uncollectible
     contracts;  an allowance for doubtful  contracts has not been provided,  as
     the amount is not considered material.

     INVENTORIES

     Inventories and prepaid supplies consist of various  materials and supplies
     utilized  on  construction  contracts  and are  valued at the lower of cost
     (first-in, first-out) or market.

     PROPERTY, EQUIPMENT AND DEPRECIATION

     Property and equipment is stated at cost.  Major  expenditures for property
     and,  those that  substantially  increase  useful lives,  are  capitalized.
     Maintenance,  repairs,  and minor  renewals are expensed as incurred.  When
     assets are  retired or  otherwise  disposed  of,  their  costs and  related
     accumulated  depreciation are removed from the accounts and resulting gains
     or  losses  are  included  in  income.  Depreciation  is  provided  by both
     straight-line  and accelerated  methods over the estimated  useful lives of
     the assets.

     GOODWILL AND INTANGIBLE ASSETS

     The Company  recognizes  the excess of  purchase  price over book value for
     acquired  subsidiaries as Goodwill on the  consolidated  balance sheet. The
     Company is amortizing goodwill on a straight-line basis over ten years.

     EARNINGS (LOSS) PER SHARE

     The Company has adopted SFAS No. 128, "Earnings per Share",  which requires
     presentation of basic earnings per share ("Basic EPS") and diluted earnings
     per share  ("Diluted  EPS") by all  publicly  traded  entities,  as well as
     entities  that have made a filing or are in the  process  of filing  with a
     regulatory  agency in  preparation  for the sale of  securities in a public
     market.

     Basic  EPS is  computed  by  dividing  income or loss  available  to common
     shareholders  by the weighted  average number of common shares  outstanding
     during the  period.  The  computation  of Diluted  EPS gives  effect to all
     dilutive  potential  common shares during the period.  The  computation  of
     Diluted EPS does not assume conversion,  exercise or contingent exercise of
     securities that would have an antidilutive effect on earnings.

     INCOME TAXES

     The Company has adopted Financial  Accounting Standards Board Statement No.
     109, "  Accounting  for Income  Taxes".  The Company  files a  consolidated
     Federal tax return,  which includes all of the  subsidiaries.  Accordingly,
     Federal Income taxes are provided on the taxable income of the consolidated
     group.  State income taxes are provided on a separate company basis, if and
     when taxable income, after utilizing available carryforward losses, exceeds
     certain levels.

                                       F-9


<PAGE>


                          TTI Holdings of America Corp.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 and 2000

     DEFERRED INCOME TAXES

     Deferred tax assets arise principally from net operating losses and capital
     losses available for carryforward against future years' taxable income.


     FOREIGN EXCHANGE

     Thermaltec  International  and its subsidiary  Panama  Industries treat the
     U.S. Dollar as the functional currency;  the subsidiary companies,  AMZ and
     TCR use the Costa  Rican  Colon as its  functional  currency.  Accordingly,
     gains and losses  resulting from the translation of accounts  designated in
     other than the functional  currency are reflected in the  determination  of
     other comprehensive income and have been immaterial.



     REPORTING COMPREHENSIVE INCOME

     The Company has adopted Statement of Financial Accounting Standard No. 130,
     "Reporting  Comprehensive Income". This Statement establishes standards for
     reporting and displaying  comprehensive income and its components in a full
     set of general-purpose  financial  statements.  This statement requires the
     classification  of items of  comprehensive  income  by  their  nature  in a
     financial  statement  and the  accumulated  balance of other  comprehensive
     income separately from retained earnings and additional  paid-in capital in
     the equity section of the balance sheet.


2.   SUPPLEMENTAL CASH FLOW INFORMATION

                                            For the period ended:
                                                September 30,
                                              2001         2000
     Cash paid for:                           ----         ----

             Interest Expense:              $15,767      $22,320
             Income Taxes                      --           --


     During the year ended September 30, 2000, the Company issued 233,833 shares
     of stock as payment for services in the amount of $409,516.

     During  the year  ended  September  30,  2000,  the  Company  had  non-cash
     investing and financing  activities that resulted from the acquisition of a
     subsidiary  whose  net  liabilities  exceeded  net  assets,  summarized  as
     follows:

             Goodwill Acquired                                    $450,772
             Less non - cash transactions:
              Excess of liabilities over assets acquired           132,022
              Note payable to former shareholder                    50,000
                     Stock issued for acquisition of subsidiary    218,750
             Payment to acquire Subsidiary                        $ 50,000
                                                                  ========

     During  the year ended  September  30,  2000,  the  Company  had a non-cash
     financing activity of $373,000 when it issued shares of stock for repayment
     of shareholder and various other loans.

     During  the year ended  September  30,  2000,  the  Company  had a non-cash
     investing and  financing  activity of $30,000 when it financed the purchase
     of machinery.

     During the year ended September 30, 2001, the Company issued 383,804 shares
     of stock as payment for services in the amount of $394,592.

     During  the year ended  September  30,  2001,  the  Company  had a non-cash
     financing activity of $125,316 when it issued shares of stock for repayment
     of shareholder and various other loans.


                                      F-10

<PAGE>

                          TTI Holdings of America Corp.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2001

     During the year ended  September 30, 2001, the Company issued 17,500 shares
     of stock in payment of assets and to satisfy trade accounts  payable in the
     amount of $30,680.

     During the year ended September 30, 2001, the Company issued 120,000 shares
     of stock pursuant to the exercise of a shareholder's option agreement.



 3.   DUE TO OFFICER/SHAREHOLDER

     Due  to  Shareholder   represents  the  net  amount  due  to  the  majority
     shareholder  of the  Company as of  September  30,  2001.  This loan has no
     maturity and bears no interest.

4.   COMMITMENTS AND CONTINGENCIES

     On August 23, 2001,  the Company  entered into an agreement  with Crossover
     Advisors,  LLC  to  provide  certain  financial,   business  and  strategic
     consulting  services for a term of eighteen  (18)  months.  On September 6,
     2001 and November 15, 2001 the Agreement was amended to expand the level of
     services to be provided  to the  Company.  As of  December  31,  2001,  the
     Company has issued to  Crossover,  an  aggregate  of 950,000  shares of its
     common stock consisting of 210,000 free-trading and unrestricted shares and
     740,000  restricted  shares.  Additionally,  a fee of $10,000  per month is
     accruing, commencing November 1, 2001.

     On August 23, 2001, the Company entered into a Management Services
     Agreement and Licensing Agreement with Adelphia Holdings, LLC, (Adelphia),
     an affiliate of Crossover to provide certain administrative services and
     office space to the Company at Crossover's New York City location. Since
     November 1, 2001, Adelphia has been accruing a monthly fee of $5,000 per
     month for the provision of such services and office space.

5.   SALES TO MAJOR CUSTOMERS

     For the year ending  September 30, 2000, one customer  accounted for 16% of
     the Company's sales and 25% of the Company's accounts receivable.

6.   COMMON STOCK

                                                       For the Year Ended
                                                           September 30,
                                                               2001
                                                               ----
     Common stock is as follows:
     Common stock, $.0001 par value,
        10,000,000 shares authorized
     Shares issued and outstanding                          5,443,800
     Par Value                                             $      544


        Common Stock:
        -------------

     During the year ending  September  30,  2000,  the Company  issued  233,833
     shares for services to outside consultants as follows:

         Marketing services          53,209  shares              $  81,929
         Administrative services     180,624 shares              $ 327,587

     During the year ending  September  30,  2001,  the Company  issued  383,804
     shares for services to outside consultants as follows:

         Legal services                5,000 shares              $   5,807
         Administrative services     378,804 shares                388,785








                                      F-11

<PAGE>

                          TTI Holdings Of America, Inc
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000



     For the year ended  September 30, 1998, the Company  completed the issuance
     of 271,600 shares of common stock at various prices of $ 0.75 to $ 1.50 per
     share and carried with them a warrant  granting the right to purchase,  for
     each share purchased,  an additional share of Thermaltec  common stock at a
     price of $ 1.00 per share.  The  warrants  expire on January 31,  2001.  At
     September  30, 1999 a total of 108,200  warrants had been  exercised for an
     equal number of shares.  The proceeds from the sale of these shares, net of
     registration fees,  totaled $106,949.  During the year ending September 30,
     2000, a total of 1,000  warrants had been  exercised for an equal number of
     shares.  The registration fee was waived.  During the year ending September
     30, 2001, a total of 33,400 "A" warrants,  valued at $33,400 and 50,295 "B"
     warrants,  valued at $75,443,  had been  exercised  for an equal  number of
     shares.

     During the year ended September 30, 2000, the Company issued 373,000 shares
     of common stock in lieu of cash repayment of shareholder loans.

     On May 31, 1999,  the Company  authorized  the sale of 1,000,000  shares of
     common  stock  to be  offered  in  private  transactions  of  1,000  Units,
     representing 1,000 shares per Unit. Each Unit consisted of 1,000

     Common  shares and 750 B Warrants  and 500 C Warrants  for the  purchase of
     additional shares of the Company. Such offering was filed with the State of
     New York  Department  of Law. The Company  utilized an  exemption  from the
     registration  provisions under Regulation D Rule 504, as amended,  and sold
     in those States which  permit the offering to take place.  The  termination
     date of the offering was March 31, 2000. The exercise price of the Warrants
     is $1.50 per B Warrant  share  and $2.00 per C Warrant  share,  exercisable
     commencing one year from the date of the  subscription  agreement for the B
     Warrant and two years from the date of the subscription agreement for the C
     Warrant.  The B Warrants will expire March 31, 2002 and the C Warrants will
     expire March 31, 2003.  999,000  shares were  subscribed  in the  offering.
     There were 649,350 B Warrants and 499,500 C Warrants  subscribed.  On April
     13, 2000,  999,000 shares were issued of which 834,000 shares were sold and
     165,000 shares were issued as repayment of various loans described above.

     On June 13,  2000,  250,000  shares were issued as partial  payment for the
     purchase of High Velocity Technology, Inc.

     On June 15,  2001,  100,000  shares were issued as partial  payment for the
     purchase of a 18% interest in COBEX Technologies, Inc.

     One June 20,  2001,  250,000  shares were issued as payment in full for the
     purchase of Transventures, Inc.


7.   INCOME TAXES

     No provision for income taxes was recorded during the years ended September
     30, 2001 and 2000, due to net losses being incurred. At September 30, 2001,
     the  Company  had net  operating  loss  carryforwards  for tax  purposes of
     approximately $ 3.5 million, which would expire in 2015.

     The Company's  effective tax rate in 1999 and 2000 differs from the federal
     statutory  rate as a result of a full  valuation  allowance  being provided
     against gross deferred tax assets.

     Deferred tax assets consist of the following components at:

                                                September 30:
                                              2001         2000
                                           ----------   ----------

Net operating loss carryforwards           $1,470,000   $1,192,200
Less: valuation allowance                   1,470,000    1,192,200
                                           ----------   ----------
         Total Deferred                    $     --     $     --
                                           ==========   ==========

     At  September  30,  2001 and 2000,  the Company  provided a full  valuation
     allowance  against the gross  deferred  tax asset  since,  in  management's
     judgment, it is more likely than not, such benefits will not be realized.



                                      F-12

<PAGE>

                          TTI Holdings Of America, Inc
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

8.   GEOGRAPHIC INFORMATION

     The  Company's  revenues  from  external  customers  is  derived  from  the
     following geographic markets:

                                          For the year ended
                                             September 30:
                                           2001       2000
                                          --------   --------
     United States                        $343,269   $193,943
     Costa Rica                            104,915    106,916
                                          --------   --------

              Total                       $447,184   $300,859
                                          ========   ========

9.   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 $  1,147,696  for the year
     ended  September 30, 2001 and has incurred  substantial net losses for each
     of the past three years. At September 30, 2001 current  liabilities  exceed
     current assets by $ 84,350. These factors raise substantial doubt about the
     Company's ability to continue 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.  It is the intention of the Company's  management to
     attempt to improve liquidity by raising  additional  investment  capital to
     provide for continued  operating  funds and to find business  opportunities
     that create operating revenues.


10.  MERGERS AND ACQUISITIONS

     On June 15, 2001, the Company acquired 300,00 of COBEX  Technologies,  Inc.
     (COBEX)  for $50,000 and the  issuance of 100,000  shares of common  stock.
     This investment  represents  approximately 18% of COBEX's total outstanding
     shares. COBEX is a private interconnect communications company specializing
     in the sales, installation and maintenance of communication systems located
     in West  Babylon,  New York.  The  investment  in COBEX is  recorded on the
     Company's balance sheet at the original acquisition cost.

     On June 20,  2001,  the  Company  acquired  100% of  Transventures,  Inc, a
     private  transportation  and logistics  company located in Huntington,  New
     York.  Transventures,  Inc. was acquired for 250,000  common  shares of the
     Company valued at $330,000.  As a result of the purchase of  Transventures,
     Inc.,  the Company has recorded in goodwill of $330,000  ,which  represents
     the excess of the purchase price over the net value of assets acquired. The
     goodwill  has been fully  charged  against the  earnings for the year ended
     September  30,  2001.  Due to the  inability  of the  Company  to raise the
     necessary  capital,  no activity  has taken  place  to-date  regarding  the
     Transventures, Inc. subsidiary.


11.  SUBSEQUENT EVENTS

     On October 10, 2001,  TTI entered into an agreement to merge  Transventures
     into Cyberedge  Enterprises,  Inc. a Delaware corporation 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
     to develop Transventure's  business opportunities in the transportation and
     logistics business utilizing network of industry contacts.  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 was better suited to raise working capital for Transventure's  business
     plan.

     On December 12, 2001, the Company agreed to sell all of its shares in COBEX
     Technologies,  Inc.  back to  COBEX  for a total  of  $35,000,  payable  in
     installments over a 12-month period.


     On  November  1, 2001,  200,000  shares of Common  Stock were issued to the
     Company's former Chief Executive Officer and President Andrew B. Mazzone in
     satisfaction  of  outstanding  loans and  advances  of $41,000  made by Mr.
     Mazzone on behalf of the Company from time to time.

     On January  22,  2002 the  Company  borrowed a total of $35,000  from three
     "accredited  investors"  through the issuance of 7% convertible  promissory
     notes (the "Notes"). The Notes have a one (1) year term and are convertible
     at the holders  election  into  shares of Common  Stock at the lower of (i)
     $0.05 or (ii) a  variable  conversion  price  equal  to 50% of the  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.

                                      F-13


<PAGE>




Item  8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

     On February 1, 2002, the Registrant  notified the previous Auditor Capraro,
Centofranchi,  Kramer & Co., P.C.  (hereinafter  referred to as "CCK"), that the
Board of  Directors  had 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 September 30, 2000 that neither contained an adverse opinion or
disclaimer  of opinion,  or was not  qualified  or modified as to audit scope or
accounting principles. It was modified for a going concern uncertainty.

     During  the period of CCK's  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 February 1, 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 specific transaction,  or the type
of audit opinion that may be rendered with respect to the Registrant's financial
statements.


<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, 2001

                                                                 DATE
                                                                SERVICE
  NAME              AGE               OFFICE                   COMMENCED
--------            ---         ---------------------          ----------
Andrew Mazzone*     60          Chairman, CEO                  December, 1995
                                President/Secretary/
                                Treasurer
*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.

Andrew B. Mazzone:
------------------
     Mr.  Mazzone has been the Chairman of the Company since its  inception.  He
resigned as Chief Executive  Officer and President  effective  November 1, 2001.
From 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.  During the fiscal
year ended  September 30, 2001, Mr. Mazzone devoted his full time to the efforts
of the Company.

<PAGE>

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.

Other Significant Employees:
----------------------------
     Robert J. Lalumiere,  age 48, was the President and Chief Executive Officer
of Panama Industries,  Ltd for most of the fiscal year ended September 30, 2001.
He entered into an employment agreement with the Company in May 2000 at the time
of the  acquisition  of  High  Velocity  Technologies.  Mr.  Lalumiere  was  the
President of High  Velocity  Technologies  for the last five years.  He also was
their Chief Engineer for Product Development.

Item 10. Executive Compensation

     For the fiscal year ended September 30, 2001, no Officer/Director  has been
compensated   with   salaries   or  other  form  of   remuneration   except  the
CEO/President, Andrew B. Mazzone who received the following compensation:

                   Capacities in which                              Aggregate
Name               Remuneration was Received        Period        Remuneration
--------------------------------------------------------------------------------
Andrew Mazzone     CEO/President                  For the year      $ 10,316
                                                  ended 9/30/01
                   Chief Engineer, NYSERDA        For the year      $  5,260
                   Project and Project Manager    Ended 9/30/01
                   As Salary
James W. Zimbler   Consultant                     For the year      $112,025 (1)
                                                  ended 9/30/01

-------------------------
(1) Reflects payment made through issuance of 55,000 Shares of Common Stock


<PAGE>

Director Compensation:
----------------------
     Our directors receive no compensation for their services as director.

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, 2001,  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 10,000,000 shares of common stock, each of which had a $.0001 per
share par value.
     As of December 31, 2001 a total of 6,894,466  shares of Common Stock,  have
been issued and are outstanding.

                                          Shares            Percent
                                          ------            -------
     Andrew Mazzone(1)  (2)            1,335,000            19.4%
     513 Dryden Street
     Westbury, NY 11590

     Crossover Advisors LLC              950,000            13.8%%
     545 Madison Avenue
     New York, NY 10022

     James W. Zimbler (1)  (3)         1,100,000            15.9%
     1 Diane Court
     Nesconset, NY 11767

     Directors and Officers as a group: 2,435,000 shares
     (1) Director and Officer
     (2)Includes  200,000  shares issued to Mr.  Mazzone on November 1, 2001 and
258,000 shares held in an IRA account on behalf of Mr. Mazzone.

     (3)  Includes  150,000  shares  of  common  stock  held in the  name of JWZ
Holdings,  Inc., a corporation of which Mr. Zimbler is the sole  shareholder and
950,000 shares held by Crossover Advisors, LLC of which JWZ Holdings,  Inc. is a
principal member.

<PAGE>

Item 12. Certain Relationships and Related Transactions

Issuance of Stock:
------------------
     On November 21, 1995, the Company issued  1,425,000 common shares to Andrew
Mazzone,  the Company's founder. On November 21, 1995, the Company issued 75,000
common shares to  Christopher De Prima, a promoter and affiliate of the Company.
The shares were issued  pursuant to Section 4(2) of the  Securities and Exchange
Act of 1933.
     For the year ended  September 30, 1998, the Company  completed the issuance
of  271,600  shares of common  stock at  various  prices of $ 0.75 to $ 1.50 per
share and carried with them a warrant  granting the right to purchase,  for each
share purchased,  an additional  share of Thermaltec  common stock at a price of
$1.00 per share.  The warrants expire on January 31, 2001. At September 30, 1999
a total of 108,200  warrants had been  exercised  for an equal number of shares.
The proceeds from the sale of these shares,  net of registration  fees,  totaled
$106,949.  During the year ending  September 30, 2000, a total of 1,000 warrants
had  been  exercised  for an equal  number  of  shares.  During  the year  ended
September 30, 2001 a total of 83, 695 warrants have been  exercised for an equal
number of shares.
     On May 31, 1999,  the Company  authorized  the sale of 1,000,000  shares of
common stock to be offered in private transactions of 1,000 Units,  representing
1,000 shares per Unit.  Each Unit  consisted  of 1,000  Common  shares and 750 B
Warrants  and 500 C  Warrants  for the  purchase  of  additional  shares  of the
Company.  Such offering was filed with the State of New York  Department of Law.
The  Company  utilized  an  exemption  from the  registration  provisions  under
Regulation  D Rule 504, as amended,  and sold in those  States  which permit the
offering to take place. The termination date of the offering was March 31, 2000.
The exercise  price of the Warrants is $1.50 per B Warrant share and $2.00 per C
Warrant share, exercisable commencing one year from the date of the subscription
agreement  for the B  Warrant  and two years  from the date of the  subscription
agreement for the C Warrant. The B Warrants will expire March 31, 2002 and the C
Warrants  will expire  March 31, 2003.  999,000  shares were  subscribed  in the
offering.  There were 649,350 B Warrants and 499,500 C Warrants  subscribed.  On
April 13, 2000, 999,000 shares were issued of which 834,000 shares were sold and
165,000 shares were issued as repayment of various loans described above.
     There was no underwriter and the Company did not offer any discounts or pay
any  compensation in connection with either  offering.  Moreover,  in both cases
there was not general solicitation or general advertising. Since the Company was
not subject to the reporting  requirements of section 13 or section 15(d) of the
Exchange Act, in both  instances the offer and sale of securities  satisfied the
requirements  of, and were exempt  under,  Section 504 of Regulation D under the
Securities Act and the applicable $1,000,000 cap was not exceeded. Thus, in both
cases permissible sales were made to investors, some of who were not "accredited
investors" as that term is defined in Regulation D.
     During the year ended  September 30, 1999, the Company issued 30,000 shares
of common stock in lieu of cash repayment of a shareholder loan.

<PAGE>

     During the year ended September 30, 2000, the Company issued 373,000 shares
of common stock in lieu of cash repayment of shareholder loans and various other
loans.
     During the year ended  September 30, 1999, the Company issued 72,567 shares
to outside consultants, as follows:

     Marketing services               35,067 shares            $326,937
     Legal services                   21,000 shares            $219,188
     Financial & Administrative
     Services                         16,500 shares            $ 96,593

     During the year ending  September  30,  2000,  the Company  issued  233,833
shares of Common Stock for services to outside consultants as follows:

     Marketing services               53,209 shares            $ 81,324
     Administrative services         180,624 shares            $327,593

     During the year ended September 30, 2001, the Company issued 383,804 shares
of Common Stock for services to outside consultants as follows:

     Financial/Administrative
     Services                        378,804 shares            $388,785
     Legal Services                    5,000 shares            $  5,807

     On June 13, 2000, 250,000 shares were issued as payment for the purchase of
High Velocity Technology, Inc.
     On June 20, 2001, 250,000 shares of Common Stock were issued as payment for
the purchase of Transventures.
     On June 20,  2001,  100,000  shares of Common Stock were issued and $50,000
was paid for the purchase of 300,000 shares of Cobex Technologies, Inc
     On  November  1, 2001,  200,000  shares of Common  Stock were issued to the
Company's  former Chief  Executive  Officer and  President  Andrew B. Mazzone in
satisfaction of outstanding loans and advances of $41,000 made by Mr. Mazzone on
behalf of the Company from time to time.
     On January  22,  2002 the  Company  borrowed a total of $35,000  from three
"accredited  investors" through the issuance of 7% convertible  promissory notes
(the  "Notes").  The Notes have a one (1) year term and are  convertible  at the
holders election into shares of Common Stock at the lower of (i) $0.05 or (ii) a
variable  conversion  price equal to 50% of the 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.


<PAGE>


                                     Part IV

Item 13. Exhibits and Reports on Form 8-K

(a)  Exhibits.  The  following is a list of exhibits  filed as part of this Form
10-KSB where so indicated,  exhibits that were previously filed are incorporated
by reference.

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

     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                    (2)
                          Articles of Incorporation
--------------------------------------------------------------------------------
         3.4              Bylaws                                     (1)
--------------------------------------------------------------------------------
         10.1             Lease Agreement on the premises            (1)
                          West Babylon, NY
--------------------------------------------------------------------------------
         10.2             Lease Agreement on the premises            (1)
                          Costa Rica
--------------------------------------------------------------------------------
         10.3             New York State Thruway                     (1)
                          Authority Thermal Spraying
                          Specification (Expanded)
--------------------------------------------------------------------------------
         10.4             NYSERDA  Contract                          (1)
--------------------------------------------------------------------------------
         10.5             Consulting Agreement with
                          Crossover Advisors, LLC                    (3)
--------------------------------------------------------------------------------
         10.6             Management Services Agreement and
                          License Agreement with Adelphia
                          Holdings, LLC                              (4)
--------------------------------------------------------------------------------
         16.1             Letter of change of Accountants            (5)
--------------------------------------------------------------------------------


<PAGE>


         21.1             Subsidiaries of Registrant              This Filing
--------------------------------------------------------------------------------
(1) These  documents  are hereby  incorporated  by  reference to Form 10SB filed
November 21, 2000.
--------------------------------------------------------------------------------

(2) These documents are  incorporated by reference to the Form 8-K filed on June
29, 2001
(3) These documents are  incorporated by reference to the Form S-8  registration
statement filed on August 27, 2001.
(4) These  documents  are  incorporated  by  reference  to the Form 8-K filed on
September 5, 2001.
(5) These  documents  are  incorporated  by  reference  to the Form 8-K filed on
February 6, 2002.
--------------------------------------------------------------------------------
(b) Reports from Form 8-K:

On July 17, 2001, the Company filed a Current Report on Form 8-KA with regard to
the  transactions to acquire the licenses to own two  comprehensive  outpatients
rehabilitation facilities.

On September 5, 2001 the Company filed a Current  Report on Form 8-K with regard
to the  relocation  of its  corporate  offices and the  engagement  of Crossover
Advisors.