SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended: December 31, 2000

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
             For transition period from __________ to _______________


                         Commission File Number: 0-25548

                         TECHNOLOGY VISIONS GROUP, INC.,
                         -------------------------------
                       formerly, ORBIT TECHNOLOGIES, INC.
                       ----------------------------------
                 (Name of small business issuer in its charter)

         Delaware                                    84-100269
         --------                                    ---------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                         5950 La Place Court, Suite 140
                           Carlsbad, California 92008
                           --------------------------
                    (Address of principal executive offices)


        Registrant's telephone number, including area code: 760/918-9168
        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12 (g) of the Act:
                          Common Stock, $.001 par value
                                (Title of class)


         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to the filing requirements for
at least the past 90 days. Yes [X] No [ ]

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

         Issuer's revenues for the year ended December 31, 2000 were $0.

         On December 31, 2000, the aggregate market value of the voting stock
held by non-affiliates totaled approximately $8,388,290 based on the closing
stock price as reported by The OTC-BB of the NASDAQ Stock Market.

         At March 31, 2001, 37,679,781 shares of common stock were outstanding.

         Transitional Small Business Disclosure Format: Yes [ ] No [X]

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<PAGE>

                                     PART I

Forward-Looking Statements

         This Form 10-KSB contains forward-looking statements that involve risks
and uncertainties. Technology Visions' actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including those set out elsewhere in this Form 10-KSB. The
following summary is qualified in its entirety by the more detailed information
and the consolidated financial statements, including the notes thereto,
appearing elsewhere in this Form 10-KSB.

Item 1.  DESCRIPTION OF BUSINESS

History of Technology Visions

         Technology Visions Group, Inc. was incorporated in Delaware in 1985
under the name Orbit Technologies, Inc. Orbit Technologies, Inc. changed its
name to Technology Visions Group, Inc. on December 22, 2000. Technology Visions'
objective is to take base technologies, develop these technologies until
commercially viable products are possible and license these technologies and any
products resulting from the technologies to affiliated or unaffiliated entities.
These licensees will be responsible for the production and marketing of these
products. While the technologies described in this document are undergoing
feasibility studies and testing, none has proved to be commercially feasible.

         Technology Visions operates under its current mandate as an applied
research and development company and employs and retains independent engineers,
research consultants, research institutes, universities and other consultants as
needed to develop and analyze technologies. Technology Visions has developed or
acquired technologies that it believes have potential to yield commercially
viable products. None of the technologies are currently in commercial use. Over
the last two fiscal years, Technology Visions has spent approximately $688.00
for research and development activities. These costs were borne directly by
Technology Visions.

The Technologies
----------------

         Technology Visions' technologies encompass the following areas:

         1. Polymer Encapsulation Technology
         -----------------------------------

         Since 1996, Technology Visions has focused on the development and use
of its polydimethylsiloxane-based Polymer Encapsulation Technology (PET). PET
was developed and subsequently assigned to Technology Visions by Dr. Stephen
Prewett, a former employee and a director of the company. PET is intended for
use with dry, radioactive and toxic waste for either final disposal or as a
transportation medium to move materials from one site to another. PET has been
developed for the treatment of waste material to prevent significant
environmental damage and health problems caused by radioactive wastes that
cannot be easily or economically rendered harmless.

                                       2
<PAGE>

         PET is a specific formulation of silicone foam that is further enhanced
by adding proprietary elements to the base material. All of the materials that
comprise PET are non-toxic, resulting in a non-toxic and environmentally safe
finished product. These materials are readily available in industrial
quantities. PET can be manufactured in sheet form, poured into molds, where it
expands into designated shape, or sprayed onto an existing surface to contain
the covered material. PET can be manufactured in different density levels to
meet particular specifications. PET is more expensive at retail than standard
foam manufactured by others, however, in many cases, the value added by the
enhanced properties of the final product provides economic advantages.

         PET is designed for difficult to treat hazardous or toxic waste
materials. Technology Visions believes that applications may exist in other
vertical markets, which would include use for other radioactive mixed or toxic
wastes, and horizontal markets which would include other applications of the
material, e. g., as a protective barrier, heat shield, fire protection, acid or
base safeguard. Technology Visions has filed a patent application covering the
specific containment applications that have been the result of testing and
evaluation of PET. Technology Visions is in the process of filing new patent
applications to cover additional properties or uses for the technology,
including one application for the transportation of wastes and another as a
barrier coating utilized for protection and storage of hazardous and toxic
material wastes.

         Technology Visions believes that the commercial market for products
incorporating PET includes the following:

         o        Transportation industry, i.e. aircraft, automobile and public
                  transportation manufacturers, for use with cushions, thermal
                  barriers, anti-flammability needs;
         o        Public institutional furnishings;
         o        Chemical and energy processing and production for the
                  military; and
         o        Construction industries, for use with equipment safety,
                  non-toxicity, fire retardancy, thermal barriers, and
                  resistance to acid and base materials.

         Testing of PET
         --------------

         PET has been tested for fire retardance by the Ontario Research Center.
Technology Visions is also conducting tests of PET to determine PET's:

         o        anti-flammability,
         o        non-toxicity,
         o        physical resiliency,
         o        thermal resistance,
         o        thermal insulation properties,
         o        tensile strength, and
         o        resistance to atmospheric decay.

                                       3
<PAGE>

         Further, Technology Visions has completed test and evaluation contracts
for Lockheed Martin Idaho Technologies Company and Bechtel BWXT Idaho, LLC, in
conjunction with testing for the U. S. Department of Energy, Idaho Operations
Office, Idaho Falls, Idaho. The Idaho Falls site is one of many United States
waste management sites, containing one form or another of either radioactive,
toxic and/or hazardous waste requiring cleanup processing.

         In March 1998, Technology Visions was awarded a contract by Lockheed
Martin Idaho Technologies Company to evaluate encapsulation of low-level calcine
waste with PET. Calcine waste is a radioactive waste that results from nuclear
fuel reprocessing and consists of salts and heavy metals. Lockheed Martin's test
results indicated that PET has potential as an encapsulating method for final
disposal of calcine waste and recommended exploration of further treatment
formulations.

         In May 1999, Technology Visions was awarded a contract by Bechtel BWXT,
Idaho Falls, to evaluate PET for disposal of actual pilot scale calcine waste.
In September 1999, the contract was expanded and directed that PET be examined
at maximum waste loading scenarios as a means for transporting high-level
calcine wastes out of Idaho to an off-site melter. In November 1999, PET showed
positive results for encapsulating calcine waste for both disposal at a
permanent high-level waste disposal site and for transportation offsite. Bechtel
BWXT recommended to the U.S. Department of Energy that a pilot plant
demonstration be conducted to test and evaluate disposal parameters and product
transportation. Other recommendations included encapsulation and mixing studies
utilizing actual radioactive materials.

         In March 2000, Technology Visions' PET was selected for the second
consecutive year for presentation at the international waste symposium, Waste
Management 2000, in Tucson, Arizona sponsored by the Department of Energy and
University of Arizona. The paper, which was submitted for consideration by
Bechtel BWXT, was judged by the conference's Technical Review Board and chosen
for presentation based on the results of the most recent test and evaluation
project completed for the Bechtel Group. Technology Vision's presentation,
entitled "POLYSILOXANE ENCAPSULATION OF CALCINE WASTE," was presented in the
Nuclear Materials Stabilization and Disposition technical session.

         In June 2000, Bechtel BWXT awarded Technology Visions a contract to
manage the evaluation of in-situ grout candidate materials, submitted by
different manufacturers. Laboratory evaluations will precede field-testing which
is scheduled to commence in April 2001.

         2. Metafusion Process
         ---------------------

         Metafusion describes a materials coating process. The process
encompasses the fusion of materials by chemical or physical means. The
Metafusion Process permits the surface of a metal or alloy to be coated with
another metal or alloy so that the applied material is actually fused onto and
into the surface of the other atomic material. The process is achieved by
electrical excitation of the materials by the application of a mid-range

                                       4
<PAGE>

frequency pulsed electrical current. The process results in the fusion of the
materials. The Metafusion Process does not generate excessive heat that can
alter the properties of the materials. The metafusion of materials can be
accomplished without expensive or sophisticated equipment.

         The Metafusion Technology has been scientifically corroborated by a
number of independent entities, including Ontario Research Foundation of
Mississauga, Ontario, which validated the solid Metafusion Process by analyzing
the coating of steel and copper with titanium carbide. Hardness tests conducted
at the Material Sciences Laboratory of the University of California at Los
Angeles and the Surface Science Laboratory of Mountain View, California revealed
that significant penetration of the applied materials into the substrate was
achieved.

         Technology Visions believes that the Metafusion Process has various
commercial applications. Potential applications include:

         o        Processing materials onto and into printed circuits, cutting
                  blades, tools and dies, and automotive parts,
         o        Corrosion resistance in extreme conditions, and
         o        Multi-layer applications for the reduction of heat expansion.

         A specific application of the Metafusion Technology is the TiTRODE
application, which consists of the fusion of tungsten, a hard metal, and
molybdenum, a metal with lubricity, to copper-alloy automotive welding tips.
This coating increases the life of the coated welding tips by 300%, reduces
welding tip change over time, resulting in improved productivity, and reduces
cracking at the weld point. Technology Visions holds patents for the original
Metafusion Process and is prepared to file patent applications for a new
improved automated process, which is being developed. Technology Visions
believes this specific application of technology in the automotive industry,
where automobile assembly lines employ robotic resistance welding machines
utilizing welding tips for fastening metal components together, could yield
revenues. This is because the use of TiTRODES, in place of conventional tips,
would increase the time between welding tip replacements, reducing down time,
thereby improving productivity at less cost.

         3. New Technologies
         -------------------

         Technology Visions intends to continue to acquire or obtain licenses to
use technologies which have multiple market applications. Technology Visions has
expended considerable time and effort in the analysis of a substantial number of
new technologies. As a result of its analysis, Technology Visions has identified
technologies which may yield commercially viable products. These include:

         o        coating technologies;
         o        chemical processes;
         o        material sciences developments, and
         o        nuclear safety applications.

                                       5
<PAGE>

         Technology Visions' ability to acquire new technologies may ultimately
be limited by its lack of financial resources.


Exploitation of a Technology

         Technology Visions or its licensee must, with regard to each
technology, after studies and testing, determine whether the technology may be
commercially feasible. At that time, Technology Visions or the licensee must
develop a plan which will best exploit this technology. This plan may require
the raising of additional funds for Technology Visions or the licensee to
exploit the technology, including the establishment of a marketing organization
to sell this technology. Alternately, Technology Visions or the licensee may
subcontract out the manufacturing, or may joint venture this technology with
existing companies which have manufacturing or marketing capabilities or further
license the technologies for exploitation to companies that have these
capabilities. Upon further licensing, Technology Visions or the licensee may
receive royalty payments. Any technology may also be sold outright with or
without future payments based on sales. Therefore, each technology that may be
commercially viable might be exploited in a different manner and may have
various levels of success. To the extent that Technology Visions seeks to
internally exploit any technology, Technology Visions may require substantial
additional capital, which may not be available on favorable terms, if at all.

Intellectual Property Rights:

         Technology Visions holds five issued United States patents for the
following technologies:

         1.       Low cost titanium production;
         2.       Projectile welding;
         3.       Apparatus for treating electrically conducive matrices and
                  products produced by the process;
         4.       Process for the fusion of one element onto a second element;
                  and
         5.       Solutions for fusion of one element to another.

         The expiration dates of these patents range from January, 2006 to
April, 2016. Technology Visions' currently has a patent pending for a method for
encapsulation and stabilization of hazardous and radioactive mixed wastes using
PET. Technology Visions intends to file additional patents based on the
technological progress over the last two years.

Employees/Consultants

         Technology Visions presently has two officers employed on a full time
basis and one administrative assistant employed on a part-time basis.

         During the last two years, Technology Visions has engaged a team of
consultants who are specialists in disciplines not present in Technology
Visions. Specific areas of focus include:

                                       6
<PAGE>

         o        technology evaluation,
         o        securities compliance,
         o        investor and shareholder relations,
         o        investment banking,
         o        operations/administration,
         o        human resources, policy and procedures, and
         o        business development.

         These specialists were brought on to advise management. Because of
their increasing familiarity with Technology Visions, this pool of advisors and
consultants represent a potential permanent staff when the funding permits.
Technology Visions estimates that it would take between $3 and $5 million to
hire the current consulting staff and three additional personnel, and provide
the appropriate support facilities. This structure would be sufficient to
internally exploit a specific technology. These consultants and advisors have
been compensated largely on a contingent fee basis and share option awards
related to performance criteria and the successful execution of
responsibilities. None of the consultants are affiliates of Technology Visions.

Government Regulation

         The production and marketing of Technology Visions' products and
technologies and its ongoing research and development activities are subject to
regulation for safety, efficacy and quality by numerous governmental authorities
in the United States and other countries. Depending on the technology,
regulatory approvals and certification may be necessary from the Department of
Transportation, Department of Energy, Nuclear Regulatory Commission,
Environmental Protection Agency and other federal, state or local facilities.
The automobile industry would require certification from the Edison Welding
Institute on TiTRODEs prior to market evaluation and ultimately, product
acceptance. Failures or delays by Technology Visions or its affiliates or
licensees in obtaining the required regulatory approvals would adversely affect
the marketing of products that Technology Visions develops and Technology
Visions' ability to receive product revenues or royalties.

Competition

         Technology Visions is active in the intensely competitive field of high
technology research and development and competes against numerous public and
private entities, some with substantially greater financial and human resources
than Technology Visions. High technology research and development can be
characterized as proceeding at a very rapid pace with frequent technological
breakthroughs, some of which may render Technology Visions' technology and the
products obsolete even before they are commercially marketed. Technology Visions
is aware of other products that perform similar functions to PET. Competition
includes technologies based on materials known as polyethylene, other grout
materials and a process called vitrification.

                                       7
<PAGE>

         Polyethylene is a dry thermoplastic material that is mixed with waste,
heated to combine with the waste materials, and then molded into a finished
waste form or shape. PET is similarly combined with waste, however, at room
temperature and then molded into the desired form. When heated, the polyethylene
mixture generates an off-gas that potentially may be either toxic and/or
hazardous as compared to the PET process. The PET process, on the other hand,
combines PET and the waste at room temperature without off-gas. PET also
exhibits a high resistance to radioactivity at elevated radioactivity levels
where polyethylene becomes more fluid at the higher levels, thereby lessening
its structural integrity. Polyethylene is a lower cost material than PET.

         Grout technologies are based upon combining ingredients such as
portland cement, fly ash, slag and additives. Its applications are somewhat
limited as to the types and quantities of waste with which it may be used. While
the base cost of the grout is less expensive than PET, the finished product
formed by the combining of waste, frequently at low quantities to insure
compliance with certain specifications, and grout, frequently adds significantly
to the cost of the finished product. Low quantities of waste may be dictated by
the setting properties of the grout or the leaching characteristics of the
waste. In any event, when low waste levels are utilized, greater volumes of the
combined waste and grout are generated; resulting in both increased
transportation costs and increased final disposal cost.

         Vitrification involves a process utilizing high temperatures to convert
waste into a leak resistant rock or glass-like material. It is capital
intensive, has size restrictions on incoming waste and is limited to 10%
combustion.

         Based on the current research and technical information Technology
Visions has accumulated, Technology Visions believes that its application and
formulation of the PET material is unique in the waste containment,
transportation, and disposal industry.

Other Matters

         On May 30, 2000, Technology Vision violated Section 14(a) of the
Exchange Act by filing a proxy statement on May 30, 2000 in definitive form,
without first filing a preliminary form, for a shareholder meeting on June 15,
2000.

         At the time of the filing, Technology Visions was unable to afford
securities counsel and accordingly, was not aware of the preliminary filing
requirement of Section 14(a). Since this time, Technology Visions has retained
securities counsel and has since been briefed on the requirement and additional
reporting requirements.

         Under federal law, the SEC or Technology Visions' stockholders may take
legal action against Technology Visions or its Board of Directors for the
failure to file a preliminary Schedule 14A. Any legal action may subject
Technology Visions to monetary damages and/or an injunction against future
violations of federal securities laws. Further, shareholder action on behalf of
the corporation or SEC action may place Technology Visions' operations in a
negative light and discourage any future financing and/or securities
transactions with the company. As of the date of this filing, no formal action
has been taken by the SEC or the stockholders of Technology Visions.

                                       8
<PAGE>

Item 2.  DESCRIPTION OF PROPERTY

         Technology Visions maintains its principal executive offices in
Carlsbad, California where it occupies a 1,500 square foot office at 5950 La
Place Court, Suite 140, Carlsbad, California 92008 pursuant to a lease from an
unaffiliated third party for $1,636 per month. The lease expires in July 2001.
The current lease does not contain a renewal option but there is sufficient
commercial estate at comparable prices in the area to satisfy the needs of
Technology Visions.

Item 3.  LEGAL PROCEEDINGS

         As of the date hereof, Technology Visions is not a party to any
material litigation, and to the knowledge of management, there is no material
litigation or claim threatened or contemplated against Technology Visions,
except as described below. This proceeding, which has been dismissed by the
plantiffs, is related and deals with questions related to the actions of past
directors and officers and the validity of stock transactions conducted during
their tenure.

         ORBIT TECHNOLOGIES INC., ET AL. V. LAHEY, ET AL. The action filed by
Richard Benveniste and Edgar R. Benveniste on June 2, 1997 in the Delaware Court
of Chancery, Case No. 15720-NC, on behalf of themselves and purportedly on
behalf of the company against James B. Lahey, James A. Giansiracusa, Ian C.
Gent, Stephen V. Prewett, and William N. Whelen. The Complaint sought a
determination by the Court of Chancery as to who constituted the valid Directors
of the company in connection with a written consent action initiated by the
plaintiffs. On February 23, 2001, the plaintiffs dismissed this action.

         With the dismissal of this action, Technology Visions Group, Inc. is
not a party to any material litigation.

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

None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Since April 29, 1994, Technology Visions' common stock has been listed
on the NASD OTC Electronic Bulletin Board and continues to be traded on this
market on a limited basis. The table below shows the high and low bid prices as
reported by the OTC-BB. Technology Visions trades under the symbol "TVGR." The
bid prices represent inter-dealer quotations, without adjustments for retail
mark-ups, markdowns or commissions and may not necessarily represent actual
transactions.

                                       9
<PAGE>

Calendar Year ended December 31:

1999                       High             Low
----                       ----             ---
First Quarter              $0.30            $0.17
Second Quarter             $0.26            $0.18
Third Quarter              $0.25            $0.15
Fourth Quarter             $0.25            $0.18

2000
----
First Quarter              $0.95            $0.37
Second Quarter             $0.74            $0.26
Third Quarter              $0.36            $0.20
Fourth Quarter             $0.40            $0.18

         There were approximately 1,500 stockholders of record of common stock
as of March 31, 2001. Technology Visions has not paid cash dividends on its
common stock and does not intend to do so in the foreseeable future. Technology
Visions intends to retain earnings, if any, to provide funds for its operations.
Future dividend policy will be determined by the board of directors based upon
conditions then existing including Technology Visions' earnings and financial
condition, capital requirements and other relevant factors.

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

Results of Operations

Year Ended December 31, 2000 Compared To Year Ended December 31, 1999
---------------------------------------------------------------------

         For the fiscal year ended December 31, 2000 and 1999, Technology
Visions had no revenues. General and administrative expenses decreased from
$778,483 in 1999 to $551,796 in 2000. For the years ended December 31, 2000 and
December 31, 1999, Technology Visions incurred an operating loss of $517,450 and
635,209, respectively. It is anticipated that net-operating losses will continue
through the next two years.

Plan of Operation

         Since 1996, Technology Visions has focused on the development and use
of its polydimethylsiloxane-based Polymer Encapsulation Technology (PET) as a
method for stabilizing and encapsulating various radioactive and toxic waste
materials leading to a final waste form for disposal.

                                       10
<PAGE>

         Significant progress has been attained as evidenced by the success
achieved on test and evaluation contracts completed for Lockheed Martin Idaho
Technologies Company (LMITCO) and Bechtel BWXT, in conjunction with the U. S.
Department of Energy, Idaho Operations Office, Idaho Falls, ID. Technology
Visions' business plan and near term strategy will focus its human resources and
funding on developing PET as an advanced technological solution to various
radioactive and toxic waste materials identified for disposal by the Department
of Energy.

         As a next step in product acceptance, Bechtel BWXT and Technology
Visions, together with input from the Microscale Physiochemical Laboratory at
the University of Akron and the U. S. Department of Energy, are involved in
discussions for utilizing Technology Visions' PET as a potential transportation
medium in addition to a stabilization and encapsulation material for final
disposal. The elastomeric properties and material characteristics of PET are of
particular benefit in eliminating the potential risk that would occur in the
transportation of the waste from one site to another for long term storage or
disposal.

         After product performance evaluations are successfully completed for
stabilizing and encapsulating the waste, a pilot plant evaluation is normally
conducted. The pilot plant demonstrates actual processing methods and
applications incorporating both PET and selected waste materials.

         Building on the successes achieved under the Lockheed Martin contracts,
the marketing strategy is to build a substantial government and private sector
business in which Technology Visions' system will be used in the containment of
various radioactive and heavy metal wastes. Work has begun with initial contacts
being made with industry leaders in the waste management and waste remediation
sectors and potential end-users of the technology. Ultimately, Technology
Visions plans to develop strategic relationships with prime contractors
throughout the waste management industry.

         Since its incorporation in 1985, Technology Visions has engaged in the
research, development, acquisition and licensing of technologies. Initially,
Technology Visions concentrated its efforts in the areas of coating,
technologies and new material technologies. During the period from 1985 to 1994,
Technology Visions completed much of the initial research and development for
each of these technologies and the process has developed specific, discrete
product lines for each technology.

         Technology Visions' business plan is to develop a specific technology,
PET or a derivative of that technology, for multiple market applications. Then,
Technology Visions plans to license the technology and/or application to an
unaffiliated entity. This entity will develop strategies tailored to each
technology and/or application pertaining to manufacturing, marketing, joint
venture and sublicensing. The current working capital from the convertible
debenture financing is expected to satisfy Technology Visions' capital
requirements for at least one year. With that capital, Technology Visions will
conduct those research and development tasks that would expedite the path to
commercialization. Research and development will focus on those efforts
necessary to commercialize Technology Visions' PET material. Technology Visions
also plans to investigate other materials that have the properties for potential
development into a family of stabilizing, encapsulating and entombing
technologies for participation in the radioactive and toxic waste cleanup
market. As with the development of any new technology, until a commercial
product has been developed and purchased and utilized by a third party, the
efficacy of the product is in question. But Technology Visions believes that
based on the developments to date, the company should anticipate a commercial
product in the next twelve to eighteen months.

                                       11
<PAGE>

         Commercialization of PET will require additional testing and
development involving formulation optimization and mixing studies to investigate
improving the leak rate of contaminants, thermal freeze/thaw test for durability
and hydrogen generation from radiolysis.

         Preliminary testing on potential grouting materials has reflected PET's
significant potential as an entombing material for in-situ waste sites
containing low level radioactive, toxic waste. Additional development work in
regard to PET's application under field conditions is required and planned by
Technology Visions.

         Until completion of the final development of a technology and the
commencement of sales, Technology Visions will have minimal or no operating
revenues but will continue to incur substantial expenses. Technology Visions may
not be able to complete development of any technology or if completed,
manufacture the technology on a large-scale basis or at a feasible cost.
Further, its technologies may not receive market acceptance. Being a development
stage entity, Technology Visions is subject to all the risks inherent in the
establishment of a new enterprise and the marketing and manufacturing of a new
product, many of which risks are beyond the control of Technology Visions.

         Discussions with Bechtel BWXT Corporation, the University of Akron, and
the Department of Energy center around the potential application of a specific
formulation of PET. Technology Visions currently is pursuing projects dealing
with high-level radioactive waste and buried low-level mixed waste at the Idaho
National Engineering and Environmental Laboratory at the Department of Energy
site in Idaho Falls, Idaho.

         In March 1998, Technology Visions signed a contract with Lockheed
Martin Idaho Technologies Company for evaluating Technology Visions' PET as an
encapsulating agent for radioactive ash. In July 1998, this contract was
modified to test Technology Vision's polymer system with a low-level calcine
waste material. The results recommended that pre-treatment options be explored
in more detail for chromium and cadmium and, therefore, be recommended as a
treatment option leading to the disposal of the low level waste stream.

         In June 1999, Technology Visions signed a contract with Lockheed Martin
Idaho Technologies Company to evaluate Technology Visions' proprietary and
patent pending PET with a surrogate waste processed at the Idaho Nuclear
Technology and Engineering Center. The results recommended the U.S. Department
of Energy fund a pilot plant to demonstrate Technology Visions' technology.

         In June 2000, Bechtel BWXT awarded Technology Visions a contract to
manage in-site grout testing with products other than PET. This testing is
expected to commence in April 2001.

                                       12
<PAGE>

Liquidity and Capital Resources

         On December 31, 2000, Technology Visions had an accumulated deficit and
a working capital deficit of $16,048,275 and $2,562,000, respectively. Because
Technology Visions has not generated any revenue to date and incurred a net loss
of approximately $517,000 during the year ended December 31, 2000, the report of
Technology Visions' independent certified public accountants notes an
uncertainty with regard to Technology Visions' ability to continue as a going
concern. Technology Visions' losses are primarily due to expenses incurred in
the development of technologies, including administrative expenses and interest.

         To date, Technology Visions has funded its operations from the private
sales of common stock or notes, most of which have been converted into common
stock, and a self-underwritten public offering of $1,000,000 of common stock
under Rule 504 of Regulation D. These sales have been able to fund only minimal
operations and technological developments. Development and exploitation of
technologies have been delayed by lack of adequate funding.

         Technology Visions is exploring additional sources of working capital
including borrowings, sales of securities, joint ventures and licensing of
technologies. Management believes that Technology Visions can raise adequate
capital to keep Technology Visions functioning at a minimum level of operation
in the next fiscal year. On December 28, 2000, Technology Visions entered into a
10% Secured Convertible Debenture Agreement, in which Technology Visions issued
debentures to AJW Partners, LLC and New Millennium Capital Partners II, LLC for
$750,000. The debentures are convertible into shares of common stock subject to
the terms and conditions of the agreement. Although there can be no assurance,
management believes this funding will be sufficient to fund its capital
expenditures, working capital requirements and other cash requirements including
limited research and development through the next twelve months.

         Technology Visions is exploring ways to reduce its existing liabilities
including exchanging some of its liabilities with affiliates and others for
shares of its common stock. During the year ended December 31, 2000, Technology
Visions reached agreements with various noteholders, whereby $727,410 of
principal and $392,300 of accrued interest was converted into equity. No
assurance can be given that future efforts will be successful.

         Technology Visions does not expect to make any significant capital
purchases in 2001, except for possible equipment for the PET.

ITEM 7.  FINANCIAL STATEMENTS

See the Financial Statements and Notes thereto.

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

None.

                                       13
<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 concerning the directors and
executive officers of Technology Visions:

<TABLE>
<CAPTION>

-------------------------- ---------- ------------------------------------------------------------------
NAME                       AGE        TITLE
-------------------------- ---------- ------------------------------------------------------------------
<S>                        <C>        <C>
James B. Lahey             66         Chairman of the Board of Directors, President, Chief Executive
                                      Officer, and Director
-------------------------- ---------- ------------------------------------------------------------------
James A. Giansiracusa      52         Chief Operating Officer, Secretary, Chief Financial Officer and
                                      Director
-------------------------- ---------- ------------------------------------------------------------------
Stephen V. Prewett         58         Vice-President-Technology Development and Director
-------------------------- ---------- ------------------------------------------------------------------
Ian C. Gent                59         Director
-------------------------- ---------- ------------------------------------------------------------------
William N. Whelen, Jr.     63         Director
-------------------------- ---------- ------------------------------------------------------------------
</TABLE>

JAMES B. LAHEY became President and a director of Technology Visions in March
1995. From 1993 through 1994 he was President and Executive Vice President of
Sensotron, Inc., which develops technologically advanced transducer products.
>From 1989 to 1992 he was Corporate Executive Vice President of W. S. Shamban &
Co., a manufacturer of engineered sealing systems. He has previously held senior
management positions with W. R Grace & Co. and Ausimont U.S.A. Mr. Lahey holds a
Bachelors degree in Civil Engineering from Manhattan College and is a registered
professional engineer in New York.

JAMES A. GIANSIRACUSA has been the Secretary of Technology Visions since October
1993 and became Vice President-Operations in January 1994. Before joining
Technology Visions, Mr. Giansiracusa was a Lieutenant Colonel in the United
States Marine Corps where his duties included command billets in both aviation
and infantry. He was also a consultant for Wackenhut Services International, an
international security firm, from 1991 to 1992. During Mr. Giansiracusa's
military service he, at times, was responsible for over 1,300 persons. Mr.
Giansiracusa participated in strategic planning relative to many global
scenarios. Mr. Giansiracusa was awarded a Master of Science degree in Systems
Management from the University of Southern California in 1983.

IAN C. GENT has been a consultant to Technology Visions since September 1994.
Mr. Gent became Chief Financial Officer and a director of Technology Visions in
April 1995. He has provided advice in the areas of investment banking, corporate
structuring, and organizational strategies. Mr. Gent has also assisted with
securities compliance and investor relations. Between 1989 and 1994 he was Vice
President and Director of the Canadian Commerce Group of Fleet Bank of New York,
a member of the Fleet Financial Group. In January 1994 he became President and
Chief Executive Officer of West Niagara Capital Corporation, a private Canadian

                                       14
<PAGE>

merchant banking company specializing in technology and real estate consulting.
During his 27 years in the securities and banking industries, he has held
positions as Vice President, Merrill Lynch Royal Securities in Canada, Managing
Director of a regional broker dealer, President and Chief Operating Officer of
Southern Tier Gas Producers, and President and Chief Executive Officer of GDM
Securities, a wholly owned subsidiary of Goldome Savings Bank. Mr. Gent has a
Bachelor of Science in Business Administration from Ashland College, Ohio and
has completed several advanced management and industry programs.

DR. STEPHEN V. PREWETT has been a consultant to Technology Visions since July
1994 and has provided technological assessment support, technology transfer
guidance, and license agreement negotiations. He became Vice President -
Technology Development in July 1994 and a director of Technology Visions in
April 1995. Dr. Prewett has extensive nuclear industry experience and has served
in a variety of positions with the Department of Energy, including Senior
Nuclear Engineer from 1976 to 1982. Dr. Prewett was also Director of
Environmental Safety and Health and Manager of Environmental Affairs with Gen
Corp, a multi-national manufacturing company from 1982 to 1984. Dr. Prewett's
background includes market assessment, identifying teaming partners for new
technology implementations, and strategy assessment to identify market trends
and industry growth areas. Dr. Prewett received a Bachelor of Science in Applied
Physics degree from East Carolina University, and Masters and Doctorate degrees
from Virginia Polytechnic Institute in Nuclear Science and Engineering.

WILLIAM N. WHELEN, JR. was appointed a director of Technology Visions in
September 1996, filling the vacancy following the resignation of Mr. Joseph. Mr.
Whelen's broker registration for the last five years has been with Simon
Securities, Inc. of New Jersey. Mr. Whelen serves on the board of another public
company and is a trustee for the Episcopal Diocese of Delaware. He holds a
Bachelor of Science Degree in Electrical Engineering from Widener University of
Chester, Pennsylvania.

         All directors hold office until the next annual meeting of the
stockholders and until their successors have been elected and qualified. The
officers are elected annually by the board of directors.

         There are no family relationships between any of the Technology
Visions' directors and officers. There are no arrangements or understandings
between any director or executive officer and any other person pursuant to which
any person has been elected or nominated as a director or executive officer.

SECTION 16(a) - Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934 requires
Technology Visions' executive officers and directors, and persons who
beneficially own more than 10% of Technology Visions' stock, to file initial
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission. Executive officers, directors and greater than 10%
beneficial owners are required by applicable regulations to furnish Technology
Visions with copies of all Section 16(a) forms they file.

                                       15
<PAGE>

         Based solely upon a review of the copies of the forms furnished to
Technology Visions and information involving securities transactions of which
Technology Visions is aware, Technology Visions believes that during the fiscal
year ending December 31, 2000, that it has advised the appropriate parties and
entities of the compliance with all Section 16(a) filing requirements applicable
to its executive officers, directors and greater than 10% beneficial
stockholders.

ITEM 10. EXECUTIVE COMPENSATION

Cash Compensation

         The following table presents, for each of the last three fiscal years,
the annual compensation earned by the chief executive officer and the most
highly compensated executive officers of Technology Visions for the three fiscal
years ended December 31, 2000:

<TABLE>

Summary Compensation Table

<CAPTION>
                                                 Annual                                         Long Term
                                                 Compensation                                   Compensation
------------------------- ---------------------- -------------------------- ------------------- ----------------------
Name and Principal        Year                   Salary                     Bonus               Stock Awards or
Position                                                                                        Other Compensation
------------------------- ---------------------- -------------------------- ------------------- ----------------------
<S>                       <C>                    <C>                        <C>                 <C>
James B. Lahey,           2000                   $120,000(1)                0                   0
President                 1999                   $120,000(1)                0                   0
                          1998                   $120,000(1)                0                   0
------------------------- ---------------------- -------------------------- ------------------- ----------------------
James A. Giansiracusa,    2000                   $132,000(1)                0                   0
Vice President,           1999                   $132,000(1)                0                   0
Operations                1998                   $132,000(1)                0                   0
------------------------- ---------------------- -------------------------- ------------------- ----------------------
Stephen V. Prewett,       2000                   $0                         0                   0
Vice President,           1999                   $0                         0                   0
Technology Development    1998                   $0                         0                   0
------------------------- ---------------------- -------------------------- ------------------- ----------------------
</TABLE>

(1) The amounts stated above have not been fully paid and Messrs. Lahey,
Giansiracusa, and Prewett have agreed to deferred compensation in the amount
totaling $1,219,350 from deferrals in the three fiscal years reflected in the
above table.

                                       16
<PAGE>

         Technology Visions entered into employment agreements effective April
1, 1995, with its key employees, Messrs. Lahey, Giansiracusa, and Prewett, to
serve in the positions set forth above for a period of two years, and unless
otherwise terminated, to continue year by year thereafter. The basic annual
salaries under the employment agreements are $120,000, $132,000, and $0,
respectively, subject to a 40% deferral that will be paid when Technology
Visions' financial condition permits these payments. During portions of 1995 to
the present, key officers have deferred salaries in amounts significantly
greater than 75% so cash could be applied to Technology Visions' operations.

Compensation of Directors

         Outside non-officer directors will receive $500 for each directors'
meeting physically attended, plus out-of-pocket expenses incurred in connection
with attending these meetings.

         The compensation of officers and directors is subject to review and
adjustment from time to time by the board of directors.

1995 Stock Option Plan
----------------------

         The board of directors and stockholders of Technology Visions adopted
the 1995 Stock Option Plan in February 1995. Under the Option Plan, 5,000,000
shares of Technology Visions' common stock, subject to adjustments, are reserved
for issuance upon the exercise of options. Options granted under the Option Plan
may be either (a) options intended to constitute incentive stock options under
Section 422 of the Internal Revenue Code of 1986, or (b) nonqualified stock
options. Incentive stock options may be granted under the Option Plan to
employees, including officers and directors who are employees, of Technology
Visions on the date of grant. Nonqualified options may be granted to (a)
officers and directors of Technology Visions on the date of the grant, without
regard to whether they are employees, and (b) consultants, advisors to, agents
or independent representatives of Technology Visions.

         By its terms, the Option Plan is to be administered by a committee
appointed by the board of directors which shall consist of either the entire
board of directors, all of whom must be disinterested persons, or by a committee
of two or more persons, who must be directors, all of whom must be disinterested
persons and who serve at the discretion of the board of directors. Subject to
the provisions of the Option Plan, the committee has the authority to determine
the persons to whom options will be granted, the exercise price, the term during
which options may be exercised and other terms and conditions as it deems
appropriate. However, directors who are not officers of Technology Visions will
only receive automatic grants of non-qualified stock options on a periodic basis
pursuant to a formula specified in the Option Plan.

         Incentive stock options granted under the Option Plan may not have an
exercise price less than the fair market value of the common stock on the date
of the grant, i.e. 110% of the fair market value in the case of employees
holding ten percent or more of the voting stock of Technology Visions. Options
granted under the Option Plan will expire, not more than ten years from the date
of the grant, five years in the case of incentive options of employees holding
ten percent or more of the voting stock of Technology Visions, subject to
earlier termination under the Option Plan. Optionees under the Option Plan may
exercise their options by paying cash, by using the cashless exercise procedure
allowed under Federal Reserve Regulation T or by tendering shares of Technology
Visions common stock that they already own.

                                       17
<PAGE>

         The following table presents information for the named officer in the
Summary Compensation Table with respect to options exercised during fiscal year
ended December 31, 2000 and unexercised options held as of the end of the fiscal
year.

<TABLE>

              Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<CAPTION>
--------------------------- -------------- ------------ ----------------------------------- ----------------------------
Name                        Shares         Value        Number of Securities Underlying     Value of In-the-Money
                            Acquired on    Realized     Unexercised Options/SARs at FY-End  Options/SARS at FY-End ($)
                            Exercise (#)   ($)          Exercisable/Unexercisable           Exercisable/Unexercisable
--------------------------- -------------- ------------ ----------------------------------- ----------------------------
<S>                         <C>            <C>          <C>                                 <C>
James B. Lahey              0              0            500,000/0                           $200,000/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------
James A. Giansiracusa       0              0            1,556,593/0                         $622,637/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------
Stephen V. Prewett          100,000        0            694,783/0                           $277,913/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------
Ian C. Gent                 0              0            200,000/0                           $80,000/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------
William N. Whelen           0              0            200,000/0                           $80,000/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------
</TABLE>

         Values reflected above are based on the closing price of $ .40 per
share of Technology Visions' common stock for the last business day of the
fiscal year.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of March 31, 2001, information
regarding shares of common stock owned by (a) each person known by management to
beneficially own more than 5% of the outstanding common stock, (b) each of
Technology Visions' directors, and (c) all executive officers and directors of
Technology Visions as a group:

                                       18
<PAGE>
<TABLE>
<CAPTION>

Name and Address of                   Amount and Nature of             Percent of Outstanding
Beneficial Owner                      Beneficial Shares Owned          Ownership
----------------                      -----------------------          ---------
<S>                                   <C>                              <C>
James B. Lahey (1,3,5)                1,600,000                        4%
Carlsbad Research Center
5950 La Place Court, Suite 140
Carlsbad, CA 92008

James A. Giansiracusa (2,3,5)         2,421,593                        6%
Carlsbad Research Center
5950 La Place Court, Suite 140
Carlsbad, CA 92008

Ian C. Gent (3,4,5)                   700,000                          2%
Carlsbad Research Center
5950 La Place Court, Suite 140
Carlsbad, CA 92008

Stephen V. Prewett (3,4,5)            1,794,783                        5%
Carlsbad Research Center
5950 La Place Court, Suite 140
Carlsbad, CA 92008

William N. Whelen, Jr. (4,5)          600,000                          2%
Carlsbad Research Center
5950 La Place Court, Suite 140
Carlsbad, CA 92008

All Officers and Directors
as a group
(5 persons) (5)                       7,116,376                        19%

Ruth P. Brittingham                   4,022,292                        11%

S. A. Power Corporation               1,300,000                        4%

O. G. Sansone & Colleen
Sansone                               5,543,603                        15%

</TABLE>
--------------
* Amount held represents less than 1%.

(1)      Includes 500,000 shares of common stock as part of an employment
         contract.
(2)      Includes 1,556,593 shares of common stock subject to currently
         exercisable options.
(3)      Includes 500,000 shares of common stock awarded as Part of Incentive
         Compensation Plan.
(4)      Includes 400,000 shares of common stock awarded as Part of Incentive
         Compensation Plan.
(5)      Includes 3,251,376 shares of common stock subject to currently
         exercisable options.

                                       19
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On May 27, 1997, Technology Visions entered into an installment loan
agreement with Ruth Brittingham, an individual shareholder, to borrow $300,000,
payable in $100,000 installments on May 27, 1997, September 5, 1997 and December
3, 1997. As of December 31, 1998, the shareholder has advanced Technology
Visions $299,500 against the $300,000 loan agreement. The installment loan bears
interest at 12% per annum and was due on May 27, 1999. The loan agreement
provides for a minimum semi-annual interest payment of $6,000 commencing
December 6, 1997, which was paid in January 1998. Technology Visions has
defaulted on its remaining semi-annual payments. As of this date, Technology
Visions owes Ms. Brittingham $365,500 plus 12% interest. The installment note is
collateralized by Technology Visions' rights, titles and patents, to a
technology known as the Polymer Encapsulation Technology (PET). On November 30,
2000, Ms. Brittingham entered into a standstill agreement with Technology
Visions in which she agreed to forbear any collection of this debt for a period
of twelve months in consideration of the investment by New Millennium Capital
Partners II, LLC and AJW Partners, LLC in the company.

         During the second quarter of 1999, Technology Visions received a
$60,000 loan, which was received as part of a stock purchase agreement at a
conversion rate of $0.15 per share, from O. G. Sansone, Ruth Brittingham,
Richard Benveniste, and Edgar Benveniste, four of Technology Visions' principal
stockholders. The proceeds were used to pay Jeffer, Mangels, Butler & Marmaro,
LLP pursuant to a court judgment for past due services. The payment was a final
negotiated payment of a court judgment.

         As of December 31, 2000, James Lahey, Technology Visions' Chief
Executive Officer and Chairman of the Board of Directors advanced the company
$174,841 for funding of the continuing operations and technology development.
The loan bears interest at 10% per annum and is convertible into common stock at
a 20% discount of the average price five-day market price prior to the
conversion date. On November 30, 2000, Mr. Lahey entered into a standstill
agreement with Technology Visions in which he agreed to forbear any collection
of this debt for a period of twelve months in consideration of the investment by
New Millennium Capital Partners II, LLC and AJW Partners, LLC. The standstill
agreement does not prohibit Mr. Lahey from converting the loan into stock of
Technology Visions.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

(3)      (i)      Articles of Incorporation.  (1)
         (ii)     Certificate of Amendment to Articles of Incorporation. (2)
         (iii)    Amended and Restated By-laws. (1)
(4.1)         Form of Common Stock Certificate of Orbit Technologies, Inc. (1)
(4.2)         Certificate of Determination of the Rights and Preferences of
              Preferred Stock of Orbit Technologies, Inc.(1)
(10.1)        Secured Debenture Purchase Agreement(2)
(10.2)        Registration Rights Agreement(2)
(10.3)        Technology Visions Group, Inc. 10% Secured Convertible Debenture
              No. 1(2)
(10.4)        Technology Visions Group, Inc. 10% Secured Convertible Debenture
              No. 2(2)
(10.5)        Technology Visions Group, Inc. Warrant No. 1(2)
(10.6)        Technology Visions Group, Inc. Warrant No. 2(2)
(10.7)        Security Agreement(2)
(10.8)        Intellectual Property Security Agreement(2)
(13(i))       Form 10-KSB for the Period Ending December 31, 1999(3)
(13(ii))      Form 10-KSB for the Period Ending December 31, 1998(3)

Note: Certain previously filed exhibits are no longer being incorporated by
reference (and therefore not numerically listed) as the underlying documents
have either expired or are no longer material or relevant.

                                       20
<PAGE>

(1)      Previously filed as part of the Form 10-SB filed in May 1995 and
         amendments thereto which are hereby incorporated by reference.
(2)      Previously filed with Technology Visions' filing of a Form 8-K on
         January 10, 2001.
(3)      Previously filed as part of the Form 10-KSB for the Period Ending
         December 31, 1999 and December 31, 1998, respectively.

(b)     Reports on Form 8-K

None.

                                       21
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Technology Visions Group, Inc.

By:  /S/ JAMES B. LAHEY
     ------------------
    James B. Lahey
    Chief Executive Officer and Chairman of the Board of Directors

Date:    April 16, 2001

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

NAME                                  TITLE                               DATE
----                                  -----                               ----

<S>                                   <C>                                 <C>
/S/ JAMES B. LAHEY                    Chief Executive Officer and         April 16, 2001
--------------------------            Chairman of the Board (Chief
James B. Lahey                        Executive Officer)


/S/ JAMES A. GIANSIRACUSA             Chief Operating Officer, Chief      April 16, 2001
--------------------------            Financial Officer (Chief
James A. Giansiracusa                 Financial and Accounting
                                      Officer), Secretary, and Director

/S/ IAN C. GENT                       Director                            April 16, 2001
--------------------------
Ian C. Gent

/S/ STEPHEN V.  PREWETT               Director                            April 16, 2001
--------------------------
Stephen V. Prewett

/S/ WILLIAM N. WHELEN                 Director                            April 16, 2001
--------------------------
William N. Whelen, Jr.

</TABLE>

                                       22
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                              INDEX TO FORM 10-KSB

                                DECEMBER 31, 2000


INDEPENDENT AUDITORS' REPORT                                                   2

BALANCE SHEET                                                                  3
    At December 31, 2000

STATEMENTS OF OPERATIONS                                                       4
    For the Years Ended December 31, 1999 and 2000

STATEMENTS OF STOCKHOLDERS' DEFICIENCY                                         5
    For the Year Ended December 31, 1999 and 2000

STATEMENTS OF CASH FLOWS                                                       6
    For the Years Ended December 31, 1999 and 2000

NOTES TO FINANCIAL STATEMENTS                                               7-31

                                        1

<PAGE>

To the Stockholders of
Technology Visions Group, Inc.
(Formerly Orbit Technologies Inc. and Subsidiaries)


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


We have audited the accompanying balance sheet of Technology Visions Group, Inc.
(formerly Orbit Technologies Inc. and Subsidiaries) as of December 31, 2000, and
the related statements of operations, stockholders' deficiency and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The balance sheet of the Company as of
December 31, 1999 and the related statements of operations, stockholders'
deficiency and cash flows for the year ended December 31, 1999 were audited by
Tabb, Conigliaro & McGann, P.C., who merged with Grassi & Co., CPAs, P.C. as of
January 1, 2001, and whose report dated March 27, 2000 expressed an unqualified
opinion on those statements.

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 financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Technology Visions Group, Inc.
(formerly Orbit Technologies Inc. and Subsidiaries) as of December 31, 2000, and
the results of its operations and its cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has not generated any revenue, to-date, from any of its products or
technologies, and incurred a net loss of approximately $517,000 during the year
ended December 31, 2000. Further, as of December 31, 2000, the Company had a
working capital deficiency of approximately $2,562,000 and stockholders'
deficiency of approximately $2,402,000. Those conditions raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


                                                 /S/ GRASSI & CO., CPAs, P.C.

New York, NY
April 11, 2001

                                        2
<PAGE>
<TABLE>

                                 TECHNOLOGY VISIONS GROUP, INC.
                       (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                                          BALANCE SHEET

                                      AT DECEMBER 31, 2000

<CAPTION>
                                             ASSETS
                                             ------
<S>                                                                            <C>
Current Assets:
  Cash                                                                         $    301,474
                                                                               -------------

    Total Current Assets                                                            301,474

Property and Equipment - At cost, net of accumulated depreciation and
    allowance against equipment expenditures                                          1,275

Intangible Assets, net of accumulated amortization                                   57,547

Deferred finance charges, net of accumulated amortization of $1,646                  97,104

Other Assets                                                                          4,800
                                                                               -------------

       Total Assets                                                            $    462,200
                                                                               =============

                            LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                            ----------------------------------------

Current Liabilities:
  Accounts payable and accrued liabilities                                     $  1,669,153
  Notes payable                                                                     819,591
  Convertible debentures                                                            375,000
                                                                               -------------

       Total Current Liabilities                                                  2,863,744
                                                                               -------------

Commitments, Contingencies and Other Matters
  (Notes 1, 2, 5, 6, 7, 8 and 11)

Stockholders' Deficiency:
  Preferred stock - par value $.001 per share; shares authorized
    - 2,000,000; shares issued and outstanding - none                                     -
  Common stock - par value $.001 per share; shares authorized
    - 100,000,000;  shares issued and outstanding - 40,955,448                       40,956
  Additional paid-in capital                                                     14,175,470
  Accumulated deficit                                                           (16,048,275)
  Unearned finance charges                                                         (566,295)
  Notes receivable - stock sale                                                      (3,400)
                                                                               -------------

       Total Stockholders' Deficiency                                            (2,401,544)
                                                                               -------------

       Total Liabilities and Stockholders' Deficiency                          $    462,200
                                                                               =============
</TABLE>


See notes to financial statements.

                                                3
<PAGE>
<TABLE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
<CAPTION>

                            STATEMENTS OF OPERATIONS


                                                                FOR THE YEARS ENDED
                                                                    DECEMBER 31,
                                                           -----------------------------
                                                                1999            2000
                                                           -------------   -------------

<S>                                                        <C>             <C>
Revenue                                                    $          -    $          -
                                                           -------------   -------------

Costs, Expenses and Other Income:
  Research and development                                            -             688
  General and administrative                                    778,483         551,796
  Debt conversion expense                                        96,343          72,098
  Interest expense                                              160,638          99,081
  Amortization of financing costs                                     -          24,244
  Other income                                                 (400,255)       (230,457)
                                                           -------------   -------------

      Total Costs, Expenses and Other Income                    635,209         517,450
                                                           -------------   -------------

Net Loss                                                   $   (635,209)   $   (517,450)
                                                           =============   =============

PER SHARE DATA:

Basic and Diluted Loss Per Share                           $       (.02)   $       (.01)
                                                           =============   =============

Weighted Average Common Shares Used in Basic and Diluted
   Loss Per Share                                            34,359,349      38,537,805
                                                           =============   =============
</TABLE>

See notes to financial statements.

                                                4

<PAGE>
<TABLE>
<CAPTION>

                                         TECHNOLOGY VISIONS GROUP, INC.
                               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY

                                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000



                                                                                                               NOTES
                                                  COMMON STOCK         ADDITIONAL                  UNEARNED  RECEIVABLE
                                           -------------------------    PAID-IN     ACCUMULATED    FINANCE     FROM
                                               SHARES      AMOUNT       CAPITAL       DEFICIT      CHARGES  STOCKHOLDERS    TOTAL
                                           ------------- ----------- ------------- ------------- ----------- ---------- ------------
<S>                                          <C>         <C>         <C>           <C>           <C>        <C>         <C>
Balances at December 31, 1998                32,484,716  $   32,485  $ 11,386,090  $(14,895,616) $        -  $       -  $(3,477,041)

Issuance of stock for cash                      815,396         815       139,185             -           -          -      140,000
Issuance of stock for conversion
  of notes payable and
  related accrued interest                      675,875         676       143,722             -           -          -      144,398
Issuance of stock for accrued interest            2,500           3           497             -           -          -          500
Debt conversion expense                               -           -        96,343             -           -          -       96,343
Issuance of stock for accrued expenses           19,318          19         3,481             -           -          -        3,500
Exercised stock options                         300,000         300         2,700             -           -          -        3,000
Stock awarded to directors and officers       2,400,000       2,400       381,600             -           -          -      384,000
Stock awarded to employee                       125,000         125        19,875             -           -          -       20,000
Net loss                                              -           -             -      (635,209)          -          -     (635,209)
                                           ------------- ----------- ------------- ------------- ----------- ---------- ------------
Balances at December 31, 1999                36,822,805      36,823    12,173,493   (15,530,825)          -          -   (3,320,509)

Issuance of stock for cash                      229,680         230        37,270             -           -          -       37,500
Cancellation of stock pursuant to
  legal settlement                           (3,703,823)     (3,704)      (33,334)            -           -          -      (37,038)
Issuance of stock and options in exchange
  for notes payable and accrued interest      5,845,090       5,845     1,003,548             -           -          -    1,009,393
Exercised stock options                         340,000         340         3,060             -           -     (3,400)           -
Issuance of stock for consulting services       517,765         518       101,453             -           -          -      101,971
Issuances of stock for accounts payable         115,623         116        58,422             -           -          -       58,538
Issuance of stock for conversion of notes
  payable and accrued interest                  788,308         788       146,567             -           -          -      147,355
Debt conversion expense                               -           -        72,098             -           -          -       72,098
Value assigned to options issued for
  services                                            -           -        24,000             -           -          -       24,000
Value assigned to conversion features of
  convertible debt                                    -           -       495,143             -    (495,143)         -            -
Value assigned to warrants issued under
  December 28, 2000 debt offering                     -           -        93,750             -     (93,750)         -            -
Amortization of unearned financing fees               -           -             -             -      22,598          -       22,598
Net loss                                              -           -             -      (517,450)          -          -     (517,450)
                                           ------------- ----------- ------------- ------------- ----------- ---------- ------------
Balance at December 31, 2000                 40,955,448  $   40,956  $ 14,175,470  $(16,048,275) $ (566,295) $  (3,400) $(2,401,544)
                                           ============= =========== ============= ============= =========== ========== ============
</TABLE>

                                                        5
See notes to financial statements.
<PAGE>
<TABLE>

                                 TECHNOLOGY VISIONS GROUP, INC.
                       (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                                    STATEMENTS OF CASH FLOWS
<CAPTION>


                                                                          FOR THE YEARS ENDED
                                                                              DECEMBER 31,
                                                                        -----------------------
                                                                           1999         2000
                                                                        ----------   ----------
<S>                                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                              $(635,209)   $(517,450)
  Adjustments to reconcile net loss to net cash used in operating
    activities:
       Depreciation and amortization                                       25,000       25,315
       Amortization of unearned and deferred finance costs                      -       24,244
       Compensatory element of common stock and options                   405,000       24,000
       Gain from write-off of old obligations                            (352,558)    (258,030)
       Debt conversion expense                                             96,343       72,098
       Issuance of stock for accrued expenses                               3,500            -
       Issuance of stock for legal and consulting services                      -      101,971

    Cash provided by (used for) the change in assets and liabilities:
       Increase in accounts payable and  accrued liabilities              242,644      386,582
                                                                        ----------   ----------

       NET CASH USED IN OPERATING ACTIVITIES                             (215,280)    (141,270)
                                                                        ----------   ----------

CASH USED IN INVESTING ACTIVITIES
  Additions to property and equipment                                           -       (1,593)
                                                                        ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of stock                                             140,000       37,500
  Proceeds from exercise of stock options                                   2,000            -
  Proceeds from loans                                                     134,500      424,000
  Deferred finance charges                                                      -      (98,750)
                                                                        ----------   ----------

       NET CASH PROVIDED BY FINANCING ACTIVITIES                          276,500      362,750
                                                                        ----------   ----------

INCREASE IN CASH                                                           61,220      219,887

CASH - BEGINNING                                                           20,367       81,587
                                                                        ----------   ----------

CASH - ENDING                                                           $  81,587    $ 301,474
                                                                        ==========   ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
-----------------------------------

    Interest paid                                                       $       -    $       -
                                                                        ==========   ==========

    Income taxes paid                                                   $       -    $       -
                                                                        ==========   ==========
</TABLE>

See notes to financial statements.

                                               6
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE  1 -         BUSINESS AND CONTINUED OPERATIONS

                  Technology Visions Group, Inc. (the "Company") was
                  incorporated in the State of Delaware on April 29, 1985. Prior
                  to December 22, 2000 the company name was Orbit Technologies
                  Inc. The Company is a technology portal for new and innovative
                  technologies, engineering ideas, methods and processes. The
                  Company's business plan is to develop or acquire new or
                  innovative technologies that the Company believes hold the
                  potential to become commercially viable products or processes.
                  Once a product or process receives commercial validation
                  through an outside or third party, it is the Company's
                  intention to either spin it off as a separate business entity,
                  or license or sell to an affiliated or unaffiliated entity
                  that, at that time, becomes responsible for the production,
                  marketing and sales of such products or services. The
                  Company's technologies are undergoing certain feasibility
                  studies and/or actual tests and evaluations. To date, the
                  Company has not financially benefitted from the
                  commercialization of any of its technologies.

                  The accompanying financial statements have been prepared in
                  conformity with generally accepted accounting principles,
                  which contemplate continuation of the Company as a going
                  concern. However, for the years ended December 31, 1999 and
                  2000, the Company incurred net losses of approximately
                  $635,000 and $517,000, respectively, and as of December 31,
                  2000, had a stockholders' deficiency and a working capital
                  deficiency of approximately $2,402,000 and $2,562,000,
                  respectively. The Company is in arrears with substantially all
                  of its payables and accrued liabilities. The Company requires
                  additional funds to continue research and development efforts
                  and complete the necessary work to commercialize its
                  technologies. Until completion of the development of a
                  technology and the commencement of sales, the Company will
                  have no operating revenues, but will continue to incur
                  substantial expenses and operating losses. No assurances can
                  be given that the Company can complete development of any
                  technology or that, if any technology is fully developed, it
                  can be manufactured on a large scale basis or at a feasible
                  cost. Further, no assurance can be given that any technology
                  will receive market acceptance. These factors raise
                  substantial doubt about the Company's ability to continue as a
                  going concern.

                                        7
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE  1 -         BUSINESS AND CONTINUED OPERATIONS (Continued)

                  The Company is exploring additional sources of working capital
                  including borrowings, sales of securities, joint ventures and
                  licensing of technologies. Management believes that the
                  Company can raise adequate capital to keep the Company
                  functioning at a minimum level of operation in the next fiscal
                  year. On December 28, 2000, the Company entered into a 10%
                  Secured Convertible Debenture Agreement, in which it issued
                  debentures to two investors for $750,000, of which $375,000
                  was received on December 28, 2000. Proceeds from the remaining
                  $375,000 are due on the date that the Company's current
                  registration statement is declared effective by the Securities
                  and Exchange Commission ("SEC"). The debentures are
                  convertible into shares of common stock subject to the terms
                  and conditions of the agreement. Although there can be no
                  assurance, management believes this funding will be sufficient
                  to fund its capital expenditures, working capital requirements
                  and other cash requirements, including limited research and
                  development through the next twelve months.

                  The Company is exploring ways to reduce its existing
                  liabilities, including exchanging certain of its liabilities
                  for shares of its common stock. During the year ended December
                  31, 2000, the Company reached agreements with various
                  noteholders, whereby $727,410 of principal and $392,300 of
                  accrued interest was converted to equity.

                  The Company's ability to continue as a going concern is
                  dependent upon obtaining the additional financing,
                  restructuring and/or curing the defaults on its debt,
                  completion of research and development and the successful
                  marketing of its technologies. These financial statements do
                  not include any adjustments relating to the recoverability of
                  recorded asset amounts that might be necessary as a result of
                  the above uncertainty.

NOTE  2 -         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  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.

                                        8
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE  2 -         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Fair Value of Financial Instruments
                  -----------------------------------

                  The financial statements include various estimated fair value
                  information at December 31, 1999 and 2000, as required by
                  Statement of Financial Accounting Standards 107, "Disclosures
                  about Fair Value of Financial Instruments". Such information,
                  which pertains to the Company's financial instruments, is
                  based on the requirements set forth in that Statement and does
                  not purport to represent the aggregate net fair value to the
                  Company.

                  The following methods and assumptions were used to estimate
                  the fair value of each class of financial instruments for
                  which it is practicable to estimate that value:

                  Cash and Cash Equivalents: The carrying amount approximates
                  fair value because of the short-term maturity of those
                  instruments.

                  Receivables and Payables: The carrying amounts approximate
                  fair value because of the short maturity of those instruments.

                  Notes Payable: The carrying amounts of notes payable
                  approximate fair value due to the length of the maturities,
                  the interest rates being tied to market indices and/or due to
                  the interest rates not being significantly different from the
                  current market rates available to the Company.

                  All of the Company's financial instruments are held for
                  purposes other than trading.

                  Cash and Cash Equivalents
                  -------------------------

                  The Company considers all highly liquid investments with a
                  maturity of three months or less to be cash equivalents.

                  Concentration of Credit Risk
                  ----------------------------

                  Financial instruments, which potentially subject the Company
                  to concentrations of credit risk, are primarily trade accounts
                  receivable. Ongoing credit evaluations of customers' financial
                  condition will be performed and generally no collateral will
                  be required.

                                        9
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE  2 -         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Equipment and Fixtures
                  ----------------------

                  Equipment and fixtures are recorded at cost. Depreciation is
                  provided using the accelerated and straight-line methods over
                  the estimated useful lives of the related assets as follows:

                            Description                        Years
                            -----------                        -----

                      Furniture and fixtures                     7
                      Computer hardware and software             5

                  Intangible Assets
                  -----------------

                  Patent costs which include legal costs and filing fees are
                  being amortized on the straight-line method over the shorter
                  of the estimated economic life of the patents or seventeen
                  years.

                  Income Taxes
                  ------------

                  The Company provides for deferred tax liabilities and assets
                  based on the difference between the financial statement
                  carrying amounts and tax bases of assets and liabilities using
                  enacted tax rates in effect in the years in which the
                  differences are expected to reverse.

                  Revenue Recognition
                  -------------------

                  Revenue from license fees will be recognized in the year
                  received. Revenue from the sale of technology will be
                  recognized in the period in which it is earned.

                  Research and Development Costs
                  ------------------------------

                  Research and development costs are charged to expense as
                  incurred, unless they are reimbursed under specific contracts.
                  The costs of materials and equipment that are acquired or
                  constructed for research and development activities, and have
                  alternative future uses (either in research and development,
                  marketing or production), are classified as property and
                  equipment and depreciated over their estimated useful lives.
                  Certain software development costs are capitalized.

                                       10
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE  2 -         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Stock-Based Compensation
                  ------------------------

                  As permitted by SFAS No. 123, "Accounting for Stock-Based
                  Compensation", the Company accounts for its stock-based
                  compensation arrangements pursuant to APB Opinion No. 25,
                  "Accounting for Stock Issued to Employees". In accordance with
                  the provisions of SFAS No. 123, the Company discloses the
                  proforma effects of accounting for these arrangements using
                  the minimum value method to determine fair value.

                  Deferred and Unearned Financing Costs
                  -------------------------------------

                  Deferred and unearned finance costs represent expenses
                  incurred and common shares issued to obtain financing for the
                  Company and are amortized over the life of the related debt
                  obligation.

                  Financing costs in connection with the December 2000
                  Convertible Debenture offering is being amortized over the
                  expectant life (180 days) commencing on December 28, 2000. The
                  expectant life was determined to be the conversion date that
                  was most beneficial to the noteholder, in accordance with
                  Emerging Issues Task Force ("EITF") topic number D-60.

                  Loss Per Share
                  --------------

                  Basic earnings per share ("Basic EPS") is computed by dividing
                  net loss available to common stockholders by the weighted
                  average number of common shares outstanding during the period.
                  Diluted earnings per share ("Diluted EPS") gives effect to all
                  dilutive potential common shares outstanding during a period.
                  In computing Diluted EPS, the treasury stock method is used in
                  determining the number of shares assumed to be purchased from
                  the conversion of common stock equivalents. Securities that
                  could potentially dilute Basic EPS in the future, that were
                  not included in the computation of Diluted EPS because to do
                  so would have been anti-dilutive for the periods presented,
                  consist of options, warrants, convertible notes and debentures
                  and convertible accrued salaries discussed in Notes 5, 6, 7, 8
                  and 11 to the accompanying financial statements.

                                       11
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE  2 -         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Impairment of Long-Lived Assets
                  -------------------------------

                  During 1996, the Company adopted the Statement of Financial
                  Accounting Standards (SFAS) No. 121, "Accounting for the
                  Impairment of Long-Lived Assets and for Long-Lived Assets to
                  be Disposed of". Under the provisions of this statement, the
                  Company has evaluated its long-lived assets for financial
                  impairment, and will continue to evaluate them as events or
                  changes in circumstances indicate that the carrying amount of
                  such assets may not be fully recoverable.

                  The Company evaluates the recoverability of long-lived assets
                  by measuring the carrying amount of the assets against the
                  estimated undiscounted future cash flows associated with them.
                  At the time such evaluations indicate that the future
                  undiscounted cash flows of certain long-lived assets are not
                  sufficient to recover the carrying value of such assets, the
                  assets are adjusted to their fair values. In 1997, based on
                  these evaluations, the Company recorded a charge of $223,064
                  related to special use assets under construction (Note 3).
                  There were no adjustments to the carrying value of long-lived
                  assets in 1999 and 2000.

                  Comprehensive Loss
                  ------------------

                  Comprehensive loss for the periods presented equals net loss.

                  Pensions and Other Post Retirement Benefits
                  -------------------------------------------

                  The Company reports pension and other post retirement benefits
                  in accordance with SFAS No. 132, "Employers' Disclosures About
                  Pensions and Other Post Retirement Benefits".

                                       12
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE  2 -         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                  Impact of Recently Issued Accounting Standards
                  ----------------------------------------------

                  In June 1998, the Financial Accounting Standards Board issued
                  Statement of Financial Accounting Standard No. 133 "Accounting
                  for Derivative Instruments and Hedging Activities" (FAS 133),
                  which establishes accounting and reporting standards for
                  derivative instruments and hedging activities. It requires
                  that an entity recognize all derivatives as either assets or
                  liabilities in the balance sheet and measure those instruments
                  at fair value. In June 1999, the FASB issued SFAS No. 137,
                  Accounting for Derivative Instruments -- Deferral of the
                  Effective Date of SFAS Statement No.133 and in June 2000, the
                  FASB issued SFAS 138, Accounting for Certain Derivative
                  Instruments -- an amendment of SFAS 133, Accounting for
                  Derivative Instruments and Hedging Activities. As a result of
                  SFAS No. 137, SFAS No. 133 and SFAS No. 138 will be effective
                  for all fiscal quarters of all fiscal years beginning after
                  June 15, 2000. The Company does not expect that the adoption
                  of this standard will have a material impact on its financial
                  position and results of operations.

                  In December 1999, the SEC issued Staff Accounting Bulletin
                  101, Revenue Recognition ("SAB 101"), which provides guidance
                  on the recognition, presentation and disclosure of revenue in
                  financial statements filed with the SEC. SAB 101 outlines the
                  basic criteria that must be met to recognize revenue and
                  provides guidance on disclosure related to revenue recognition
                  policies. The Company believes that it currently complies with
                  SAB 101.

NOTE  3 -         PROPERTY AND EQUIPMENT - NET

                  Property and equipment, net, consist of the following at
                  December 31, 2000:


                      Computer equipment                             $    1,594
                      Office furniture and fixtures                      46,605
                      Research laboratory furniture and fixtures         65,087
                      In-process machinery                              223,064
                                                                      ----------

                              Sub-total                                 336,350

                      Accumulated depreciation                         (112,010)
                      Valuation allowance for in-process machinery     (223,064)
                                                                     -----------

                                                                     $    1,275
                                                                     ===========

                  In 1997, the Company provided for a $223,064 valuation
                  allowance for a probable loss against two machines, which have
                  not been placed in service to date. The valuation allowance is
                  equal to the aggregate cost of the machines.

                  Depreciation expense for the years ended December 31, 1999 and
                  2000 was $19,868 and $20,185, respectively.

                                       13
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 -          INTANGIBLE ASSETS

                  Intangible assets consist of the following at December 31,
2000:


                        Patent costs                            $ 87,212
                        Accumulated amortization                 (29,665)
                                                                ---------

                                                                $ 57,547
                                                                =========

                  Patent costs are being amortized over seventeen years on the
                  straight-line method.

                  Amortization expense for the years ended December 31, 1999 and
                  2000 was $5,132 and $5,130, respectively.

NOTE 5 -          ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

                  Accounts payable and accrued liabilities consist of the
                  following at December 31, 2000:


                        Salaries to officers (Note 11)          $1,219,350
                        Professional fees                          286,578
                        Interest                                   162,541
                        Miscellaneous                                  684
                                                                -----------

                                                                $1,669,153
                                                                ===========

                                       14
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
NOTE 6 -          NOTES PAYABLE

                  Notes payable consist of the following at December 31, 2000:

                  <S>      <C>                                                            <C>
                  a)       Represents a settlement agreement entered into during
                           1995 to pay past due consulting fees. Under such
                           agreement, the Company is required to repay this debt
                           from proceeds of future equity or debt financings as
                           follows: 6% of the 1st $1,000,000 - $60,000; 7% of
                           the 2nd $1,000,000 - $70,000; 8% of the 3rd
                           $1,000,000 - $80,000; 6.425% of the 4th $1,000,000 -
                           $64,250.                                                       $ 274,250

                  b)       During the years ended December 31, 2000, 1999, 1997
                           and 1996, the Company borrowed $49,000, $27,000,
                           $76,800 and $27,041, respectively, from its officers
                           and issued convertible notes to reflect these
                           borrowings. Each note bears interest of 10% per annum
                           and is due one year from the issuance date. The notes
                           principal and accrued interest are convertible into
                           common stock at prices ranging from $0.13 - $0.32 per
                           share of debt. During the year ended December 31,
                           2000, no payments of principal or interest were made.
                           At November 30, 2000, an officer representing
                           $174,841 of the debt, entered into a standstill
                           agreement with the Company in which the officer
                           agreed to forebear any collection of this debt for a
                           period of twelve months.                                         179,841

                  c)       During the years ended December 31, 1999 and 1998,
                           the Company borrowed $25,000 and $85,000,
                           respectively, from three private investors and issued
                           convertible promissory notes that matured during
                           November 1999. The interest rate on these promissory
                           notes range between 8% and 10%. The notes principal
                           balance and accrued interest can be converted into
                           the Company's common stock at the market price
                           discounted by 20% of the average bid price for the
                           period five days prior to the date of conversion. In
                           January of 1999, one of the private investors
                           converted their note with principal of $25,000 and
                           related accrued interest of $362 at the above rate
                           into 120,771 shares of common stock. In July of 2000,
                           another of the private investors converted their note
                           with principal of $25,000 into 210,147 shares of
                           common stock. On November 30, 2000, the remaining
                           investor entered into a standstill agreement with the
                           Company, in which the investor agreed to forebear any
                           collection of this debt for a period of twelve
                           months.                                                           60,000

                                               15
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 -          NOTES PAYABLE (Continued)


                  d)       On May 27, 1997, the Company entered into an
                           installment loan agreement with an individual
                           shareholder to borrow $300,000, payable in $100,000
                           installments on May 27,1997, September 5, 1997 and
                           December 3, 1997. As of December 31, 1998, the
                           shareholder has advanced the Company $299,500 against
                           the $300,000 loan agreement. The installment loan
                           bears interest at 12% per annum and was due on May
                           27, 1999. The loan agreement provides for a
                           semi-annual interest payments of $17,920. At December
                           31, 2000, the Company has defaulted on semi-annual
                           interest payments totalling $118,310. The installment
                           note is collateralized by the Company's rights,
                           titles and patents, technology known as "Polymer
                           Encapsulation Technology". On November 30, 2000, the
                           shareholder entered into a standstill agreement with
                           the Company in which the shareholder agreed to
                           forebear any collection of this debt for a period of
                           twelve months.                                                 $ 299,500

                  e)       During the second quarter of 1999, the Company
                           received the proceeds of a $32,500 loan from two
                           individuals. During 2000, one of the individuals
                           converted loans totalling $26,500 into 165,265 shares
                           of common stock.                                                   6,000
                                                                                          ---------

                            Total Notes Payable                                           $ 819,591
                                                                                          =========
</TABLE>

                  The Company had four promissory notes aggregating $170,000,
                  all of which were past due, with interest at 15%. During the
                  year ended December 31, 1999, the Company reversed $120,000 of
                  these notes, which date back to 1992 and 1993. The gain is
                  reflected in the accompanying 1999 financial statements as
                  other income of $246,313, which includes $126,313 of accrued
                  interest related to these notes. During the year ended
                  December 31, 2000, the Company reversed the remaining $50,000
                  note, which dated back to 1993. The gain is reflected in the
                  accompanying 2000 financial statements as other income of
                  $109,375, which includes $59,375 of accrued interest related
                  to this note.

                                       16
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 -        NOTES PAYABLE (Continued)

                The Company also had a $100,000 one-year promissory note bearing
                interest at 10% per annum, due September 13, 1996. The note and
                related accrued interest was convertible into common stock at
                $0.60 per share. In 1999, as part of a settlement agreement with
                a noteholder, the Company agreed to convert principal of $50,000
                and accrued interest of $18,281, relating to a note payable
                outstanding at December 31, 1998, into 273,132 shares of the
                Company's common stock. Under the original loan agreement, the
                debt was convertible, at the option of the noteholder, at $0.60
                per share. The difference between the original conversion rate
                of $0.60 and the actual conversion rate of $0.25 was reflected
                in the accompanying 1999 financial statement as a debt
                conversion expense of $95,593. In 2000, the Company agreed with
                the noteholder to convert the remaining principal of $50,000 and
                accrued interest thereon of $18,281 into 287,200 shares of the
                Company's common stock. The difference between the original
                conversion rate of $0.60 and the actual conversion rate of
                $0.23775 per share was reflected in the accompanying 2000
                financial statements as a debt conversion expense of $43,350.

                In addition, the Company had one-year promissory notes due at
                various dates in 1996 at interest ranging from 10% to 15% per
                annum. In 2000, as part of a settlement agreement, the Company
                converted to equity $600,000 of principal and $372,355 of
                accrued interest relating to these notes (see Note 8). There was
                no debt conversion expense with respect to this transaction.

NOTE 7 -        CONVERTIBLE DEBENTURES

                On December 28, 2000, the Company sold, through a private
                placement, $375,000 of 10% convertible debenture notes, due
                December 28, 2001. As additional consideration, the Company
                issued separate warrants to the purchasers to acquire 375,000
                shares of the Company's common stock at 125% of the conversion
                price, determined as the lesser of $0.14 per share, or 55% of
                the lowest three trading days in the last ten trading days prior
                to the conversion date. The two investors have agreed to
                purchase an additional $375,000 of 10% convertible debenture
                notes at such time as the Company's current registration
                statement is declared effective by the SEC.

                The debenture agreement permits the holders of the debentures to
                convert the debt into shares of common stock at beneficial
                conversion rates. The conversion feature commences at the
                original issue date. Shares of common stock to be issued at the
                conversion date shall be equal to the outstanding principal and
                accrued interest at the conversion date, divided by the
                conversion price. The conversion price is the lower of $0.14, or
                the average of the lowest three trading days in the last ten
                trading days prior to the conversion date, multiplied by 55%.

                                       17
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 7 -        CONVERTIBLE DEBENTURES (Continued)

                The convertible debenture agreements obligate the Company to
                have on deposit with the transfer agent a number of common
                shares equal to 200% of the sum of (i) the number of shares of
                common stock into which the debentures are convertible, (ii)
                interest thereon and (iii) the number of shares of common stock
                related to the warrants.

                The Company assigned a value of $482,143 to the beneficial
                conversion feature of the $375,000 of debentures and $93,750 to
                the warrants to buy shares issued to the purchasers of the
                convertible debentures. These amounts are accounted for
                separately from the convertible debentures as an addition to
                paid-in capital and as a reduction of stockholders' equity for
                the unearned portion. The unearned portion is being amortized on
                the interest method over the 180-day period that commenced on
                December 28, 2000 and is being charged to financing costs. For
                the year ended December 31, 2000, amortization of such unearned
                financing cost amounted to $9,598.

                Costs in connection with the $375,000 convertible debenture
                offering allocated to the convertible debentures, amounted to
                $98,750. Such costs were comprised of legal fees of $55,000, and
                consulting fees of $43,750. The Company is amortizing such costs
                over 180 days as a financing expense commencing December 28,
                2000. For the year ended December 31, 2000, amortization of such
                costs amounted to $1,646.

                The convertible debentures are collateralized by all goods
                (including property and equipment), inventories, receivables,
                contract rights, general intangibles, documents, chattel paper
                and computer programs, whether presently owned or existing or
                hereafter acquired or produced, and the products and proceeds of
                all the collateral.

NOTE 8 -        STOCKHOLDERS' EQUITY

                Authorized Shares
                -----------------

                Effective December 22, 2000, the articles of incorporation was
                amended to increase the authorized shares of common stock from
                50,000,000 shares par value $.01 to 100,000,000 shares par
                value of $.001. Effective December 22, 2000, the articles of
                incorporation was amended to increase the authorized preferred
                shares from 1,000,000 shares par value $.01 to 2,000,000 shares
                par value $.001.

                                       18
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 -        STOCKHOLDERS' EQUITY (Continued)

                a)    Common Stock Transactions
                      -------------------------

                      1999:
                      -----

                      During the year ended December 31, 1999, the Company sold
                      815,396 shares of common stock for $140,000 in cash. The
                      Company paid interest expense of $500 by the issuance of
                      2,500 common shares.

                      During the third quarter of 1999, the Company awarded its
                      directors and officers 2,400,000 shares of the Company's
                      common stock. The shares were issued based on years of
                      service provided to the Company. The common stock was
                      valued at $0.16 per share, for a total value of $384,000,
                      which was reflected in the accompanying financial
                      statements as a compensatory element of common stock and
                      options.

                      In addition, during the year ended December 31, 1999, four
                      directors and one officer were each granted stock options
                      for 200,000 shares, of which 100,000 options are
                      exercisable over two years, at a price of $0.50 per share,
                      and 100,000 options are exercisable over three years, at a
                      price of $1.00 per share, respectively.

                      During the third quarter of 1999, an individual exercised
                      200,000 non- qualified stock options, at an exercise price
                      of $0.01 per share.

                      During the third quarter of 1999, the Company awarded an
                      employee 125,000 shares of the Company's common stock as
                      additional compensation for services provided to the
                      Company. The common stock was valued at $0.16 per share,
                      for a total value of $20,000, which was reflected in the
                      accompanying financial statements as a compensatory
                      element of common stock and options.

                      During the third quarter of 1999, an officer of the
                      Company exercised 100,000 non-qualified stock options, at
                      an exercise price of $0.01, previously granted by the
                      Company. The exercise price of $1,000 was reflected in the
                      accompanying financial statements as a compensatory
                      element of common stock and options.

                      During the year ended December 31, 1999, the Company
                      converted $125,000 of principal and $19,398 of accrued
                      interest into 675,875 shares of common stock.

                                       19
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 -        STOCKHOLDERS' EQUITY (Continued)

                a)    Common Stock Transactions (Continued)
                      -------------------------

                      1999: (Continued)
                      ----

                      During the first quarter of 1999, the Company converted
                      $50,000 of principal and $18,281 of accrued interest into
                      273,132 shares of common stock. The difference between the
                      original conversion rate of $0.60 and the actual
                      conversion rate of $0.25 per share was reflected in the
                      accompanying financial statements as a debt conversion
                      expense of $95,593.

                      During the third quarter of 1999, the Company issued
                      19,318 shares of common stock in settlement of services to
                      an individual for $3,500. The difference between the
                      conversion rate and the value of the services was
                      reflected in the accompanying financial statements as a
                      debt conversion expense of $750.

                      2000:
                      -----

                      During the first quarter of 2000, the Company sold 229,680
                      shares of common stock for $37,500.

                      On June 15, 2000, the Company's shareholders voted to
                      ratify an agreement to settle a dispute. Pursuant to the
                      agreement, the Company cancelled 3,703,823 shares of
                      previously issued common stock and exchanged $600,000 of
                      notes payable and $372,355 of related accrued interest for
                      5,845,090 new shares of the Company's common stock and
                      stock options to purchase 1,100,000 shares of common stock
                      at $0.23 for 9 months; $0.50 after 9 months but within 15
                      months; and $0.75 after 15 months but within 24 months.
                      The options were valued at $0.09 per share, or $99,000, on
                      the grant date using the Black-Scholes option-pricing
                      model with the following assumptions:

                             Risk-free interest rate             5%
                             Expected life                       9 months
                             Expected volatility                 50%
                             Dividend yield                      0%

                      During the year 2000, the Company issued 517,765 shares of
                      common stock for legal and consulting expenses valued at
                      $101,971.

                      During the third quarter of 2000, the Company issued
                      115,623 shares of common stock for payment of accounts
                      payable of $58,538.

                      During the third quarter of 2000, the Company converted
                      $25,000 of principal into 210,147 shares of common stock.

                                       20
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 -        STOCKHOLDERS' EQUITY (Continued)

                a)    Common Stock Transactions (Continued)
                      -------------------------

                      2000: (Continued)
                      ----

                      During the fourth quarter of 2000, an individual exercised
                      340,000 non- qualified stock options at an exercise price
                      of $.01 per share. The options, which were exercised, were
                      granted in 1996.

                      During the fourth quarter of 2000, the Company converted
                      $50,000 of principal and $18,281 of accrued interest into
                      287,200 shares of common stock. The difference between the
                      original conversion rate of $0.60 and the actual
                      conversion rate of $0.23775 per share was reflected in the
                      accompanying financial statements as a debt conversion
                      expense of $43,350.

                      During the fourth quarter of 2000, the Company issued
                      290,961 shares of common stock for conversion of $52,410
                      of notes payable, plus $1,664 of accrued interest.

                b)    Warrants
                      --------

                      Pursuant to the Convertible Debenture financing completed
                      in December of 2000, the Company issued to the purchasers
                      of the Convertible Debentures warrants to purchase 375,000
                      shares of common stock and issued to the placement agent
                      at an exercise price equal to 125% of the conversion price
                      per share. The warrants can be exercised over a three-year
                      period ending December 28, 2003. The warrants were valued
                      at $93,750 and said amount is being charged to operations
                      as a financing cost over the 180-day period commencing
                      December 28, 2000. During the year ended December 31,
                      2000, amortization of this finance cost amounted to
                      $1,562. The warrants have not been exercised.

                                       21
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 -        STOCKHOLDERS' EQUITY (Continued)

                c)    Stock Options
                      -------------

                      The Company has granted options to purchase shares of the
                      Company's common stock to officers, key employees,
                      consultants and financing sources as follows:

                      (1)    1995 Stock Option Plan
                             ----------------------

                             The Company's 1995 Stock Option Plan (the "Option
                             Plan") was adopted by the Board of Directors and
                             stockholders of the Company in February 1995. Under
                             the Option Plan, 5,000,000 shares of the Company's
                             common stock (subject to certain adjustments) are
                             reserved for issuance upon the exercise of options.
                             Options granted under the Option Plan may be either
                             (i) options intended to constitute incentive stock
                             options under Section 422 of the Internal Revenue
                             Code of 1986 (the "Code"), as amended, or (ii)
                             non-qualified stock options. Incentive stock
                             options may be granted under the Option Plan to
                             employees (including officers and directors who are
                             employees) of the Company on the date of grant.
                             Non-qualified options may be granted to (i)
                             officers and directors of the Company on the date
                             of the grant, without regard to whether they are
                             employees, and (ii) consultants or advisors to,
                             agents or independent representatives of the
                             Company.

                             Incentive stock options granted under the Option
                             Plan may not have an exercise price less than the
                             fair market value of the common stock on the date
                             of the grant (or 110% of the fair market value in
                             the case of employees holding ten percent or more
                             of the voting stock of the Company). Options
                             granted under the Option Plan will expire, not more
                             than ten years from the date of the grant (5 years
                             in the case of incentive options of employees
                             holding ten percent or more of the voting stock of
                             the Company) subject to earlier termination under
                             the Option Plan. Optionees under the Option Plan
                             may exercise their options by paying cash, by using
                             the cashless exercise procedure allowed under
                             Federal Reserve Regulation T or by tendering shares
                             of Company common stock that they already own.
                             Options generally become exercisable over a
                             three-year period.

                             For options granted under the non-qualified plan,
                             compensation expense is recorded on the date of
                             grant and is measured by the amount per share that
                             the fair market value of the underlying shares on
                             the date of grant exceeds the grant price.

                                       22
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 -        STOCKHOLDERS' EQUITY (Continued)

                c)    Stock Options (Continued)
                      -------------

                      (2)    Non-Qualified Stock Options Outside the Option Plan
                             ---------------------------------------------------

                             From time to time, the Company issues non-qualified
                             stock options outside the option plan described in
                             (1) above. These options are generally granted to
                             consultants for past services and are granted to
                             noteholders in connection with financing
                             agreements.

                             During 1999, a consultant exercised non-qualified
                             stock options, which had been granted in 1998
                             outside of the 1995 option plan, for 200,000 shares
                             of common stock at $.01 per share.

                             In addition, during the year ended December 31,
                             1999, four directors and one officer were each
                             granted stock options for 200,000 shares, of which
                             100,000 options are exercisable over two years, at
                             a price of $0.50 per share, and 100,000 options are
                             exercisable over three years, at a price of $1.00
                             per share, respectively.

                             In 2000, the Company entered into a consulting
                             agreement with an attorney. Under the terms of the
                             agreement, the Company issued 50,000 shares of
                             common stock as compensation for services provided,
                             and granted an option to the attorney to purchase
                             150,000 shares of common stock at a price of $0.45
                             per share. The options will expire, unless
                             exercised, on December 31, 2004. During 2000, the
                             Company valued the 50,000 shares of common stock
                             issued for consulting services at $14,500 and the
                             options for 150,000 shares at $24,000. Both those
                             amounts were charged to operations in 2000.

                                       23
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 -        STOCKHOLDERS' EQUITY (Continued)

                c)    Stock Options (Continued)
                      -------------

                      (3)    Shares Under Option
                             -------------------

                             The following is a summary of activity and
                             information relating to shares (rounded to whole
                             shares) subject to option under the above described
                             plans for the years ended December 31, 1999 and
                             2000:
<TABLE>
<CAPTION>
                                                      Weighted                                Weighted
                                   Incentive           Average         Non-Qualified           Average
                                 Stock Options     Exercise Price      Stock Options       Exercise Price
                                  -----------        -----------        -----------          -----------
<S>                               <C>                <C>                <C>                  <C>
Outstanding - 12/31/98               516,400         $      .79          4,140,672           $      .08
                                                     -----------                             -----------

Options granted - 1999:
  Outside the option plan -
     directors and officers                -                  -          1,000,000                  .75
Options expired/cancelled:
  Outside the plan                         -                  -           (160,000)                 .87
Options exercised                          -                  -           (300,000)                 .01
                                  -----------        -----------        -----------          -----------

Outstanding - 12/31/99               516,400                .79          4,680,672                  .20


Options granted - 2000:
  Outside the plan                         -                  -            150,000           $      .45
Options expired/cancelled:
   Outside the plan                        -                  -            (50,000)                1.06
Options exercised                          -                  -           (340,000)                 .01
                                  -----------        -----------        -----------          -----------

Outstanding - 12/31/00               516,400                .79          4,440,672                  .21
                                  ===========        ===========        ===========          ===========


Composition at 12/31/00:
------------------------
  1995 stock option plan
    ($.50-$.87/share)                516,400         $      .79                  -            $       -
  1995 stock option plan
    ($.01/share)                           -                  -          2,244,976                  .01
  Outside the option plan -
    consultants
    ($.01-$0.87/share)                     -                  -          1,195,696                  .14
  Outside the option plan -
    directors and officers
    ($.50-$1.00/share)                     -                  -          1,000,000                  .75
                                  -----------        -----------        -----------          -----------

Outstanding - 12/31/00               516,400         $      .79          4,440,672           $      .21
                                  ===========        ===========        ===========          ===========
</TABLE>
<TABLE>
<CAPTION>
<S>                                        <C>                                    <C>
Total Value at Option Price                $   406,200                            $   936,407
                                           ============                           ===========

Total Exercisable Value at
    Option Price                           $   406,200                            $  936,407
                                           ============                           ===========
</TABLE>

                                       24
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 -        STOCKHOLDERS' EQUITY (Continued)

                c)    Stock Options (Continued)
                      -------------

                      (3)    Shares Under Option (Continued)
                             -------------------

                             Had compensation cost for the Company's stock
                             option plans been determined based upon the fair
                             value at the grant date for awards under the plans
                             consistent with the methodology prescribed under
                             SFAS No. 123, the Company's net loss for the year
                             ended December 31, 1999 would have been
                             approximately $733,000, or $(.02) per share, on a
                             diluted basis. The fair value of the options
                             granted during 1999 are estimated at $98,000 on the
                             date of grant using the Black- Scholes
                             option-pricing model with the following
                             assumptions: no dividend yield, volatility of 50%,
                             a risk-free interest rate of 5% and an expected
                             life of two years from date of vesting.

                Earnings Per Share
                ------------------

                Securities that could potentially dilute basic earnings per
                share ("EPS") in the future that were not included in the
                computation of diluted EPS because to do so would have been
                anti-dilutive for the periods presented consist of the
                following:

<TABLE>
<CAPTION>
                                                                      Number of Potential
                                                                       Additional Common
                                                                            Shares
                                                                      -------------------
                   <S>                                                    <C>
                   Warrants to purchase common stock                         375,000
                   Convertible Debt (assumed conversion at
                     December 31, 2000 market value price and at
                     largest discount)                                     3,613,524
                   Options to purchase common stock                        4,957,072
                   Accrued salaries                                        5,238,878
                                                                          ----------

                        Total as of December 31, 2000                     14,184,474
                                                                          ==========
</TABLE>

                                       25
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 9 -        OTHER INCOME

                Other income consists of the following for the years ended
                December 31, 1999 and 2000:

<TABLE>
<CAPTION>

                                                                  1999             2000
                                                              ------------     ------------
                <S>                                           <C>              <C>
                a) Gain from litigation settlement            $    47,697      $         -
                b) Gain from write-off of old obligations         352,558          230,457
                                                              ------------     ------------

                 Total                                        $   400,255      $   230,457
                                                              ============     ============
</TABLE>

                a)    On June 21, 1999, the Company reached a settlement
                      agreement and general release with Jeffer, Mangels, Butler
                      & Marmaro, LLP, whereby the parties agreed that the
                      Company shall pay the sum of $60,000, which represents a
                      comprise sum for the amounts due under a court judgment in
                      favor of Jeffer, Mangels, Butler & Marmaro, LLP for past
                      due services in the amount of $107,697, plus interest, at
                      a rate of ten percent per annum from December 10, 1996,
                      and costs, including reasonable attorney's fees in the
                      amount of $30,671. This settlement resulted in a net gain
                      of $47,697, which has been reflected as other income
                      during the year ended December 31, 1999.

                b)    During the years ended December 31, 1999 and 2000, the
                      Company recorded gains of $352,558 and $230,457 from the
                      write-off of old obligations dating back to 1992 and 1993.

NOTE 10 -       INCOME TAXES

                The Company was not required to provide for a provision for
                income taxes for the years ended December 31, 1999 and 2000 as a
                result of net operating losses incurred during those years.

                                       26
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 10 -       INCOME TAXES (Continued)

                The components of deferred tax assets and liabilities at
                December 31, 2000 consist of the following:


                   Deferred Tax Assets:
                       Net operating loss carryforwards              $3,948,000
                       Tax effects of temporary differences (*)       1,593,000

                           Total Gross Deferred Tax Assets            5,541,000
                                                                      5,541,000
                       Less: Valuation allowance                     ----------

                                                                     $        -
                            Net Deferred Tax Assets                  ==========

                (*)   Temporary differences that give rise to the deferred tax
                      asset at December 31, 2000 are primarily: compensatory
                      element of grants of stock options, awards of common
                      stock, allowance against equipment expenditures, and
                      deferred officers' compensation.

                The net change in the valuation allowance for deferred tax
                assets was a decrease of $195,000.

                As of December 31, 2000, the Company had available approximately
                $9,870,000 of net operating losses for income tax purposes that
                may be carried forward to offset future taxable income, if any.
                The Tax Reform Act of 1986 imposed substantial restrictions on
                the utilization of net operating loss carry forwards in the
                event of an ownership change as defined by the Internal Revenue
                Code.

                                       27
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 10 -       INCOME TAXES (Continued)

                These carryforwards expire in the following approximate amounts:

                  Year of Expiration:
                  ------------------

                        2001                                   $     726,000
                        2002                                          43,000
                        2003                                           2,000
                        2004                                           2,000
                        2005                                           1,000
                        2006                                           1,000
                        2007                                         937,000
                        2008                                       1,937,000
                        2009                                         932,000
                        2010                                       1,814,000
                        2011                                       1,366,000
                        2012                                         560,000
                        2018                                         799,000
                        2019                                         270,000
                        2020                                         480,000
                                                               -------------

                                                               $   9,870,000
                                                               =============

                A reconciliation between the statutory federal income tax rate
                (34%) and the Company's effective rate is as follows:


                                                        Years Ended December 31,
                                                        ------------------------
                                                         1999              2000
                                                        -------          -------
                    Federal statutory rate              (34.0)%          (34.0)%
                    Non-deductible expenses                .9              0.6
                    Unutilized net operating loss        33.1             33.4
                                                        -------          -------

                    Effective rate                       -0-  %           -0-  %
                                                        =======          =======

NOTE 11 -       COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

                Lease Obligation
                ----------------

                The Company has a non-cancellable operating lease for office
                space that expires on June 30, 2001. At December 31, 2000,
                future minimum lease obligations remaining on this lease in 2001
                total $9,420.

                Rental expense for the years ended December 31, 1999 and 2000
                was $20,478 and $17,587, respectively.

                                       28
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 11 -       COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

                Employment and Consulting Agreements
                ------------------------------------

                On April 1, 1995, the Company entered into three employment
                agreements with its then current officers. The agreements
                provide for monthly salaries aggregating $30,000 over an initial
                two-year period ending March 31, 1997, and provide for automatic
                annual renewals. The officers have agreed to defer 40% of their
                respective salaries until a financing of at least $3.5 million
                is raised by the Company. Effective January 1, 1997, one of the
                three officers elected to terminate their contract, which was
                mutually agreed to by the Company.

                For each of the years ended December 31, 1999 and 2000, the
                expense recorded under the remaining agreements amounted to
                $252,000 and $213,750. At December 31, 2000, unpaid obligations
                under these agreements amounted to $1,219,350 and are
                convertible into common stock at $0.22 per share for
                compensation served through 1999 and at $0.32 per share in 2000.

                Management Compensation Plan
                ----------------------------

                On January 3, 1997, the Board of Directors instituted an
                incentive compensation plan for two of the Company's key
                personnel. The plan provides that each executive would be issued
                100,000 shares of common stock for the achievement of each of
                the five events described as follows:

                1.    An increase in the common stock price to $1.00 per share.

                2.    First revenue producing contract.

                3.    A singular funding of $1,000,000 or more.

                4.    The filing of registration statement or the reduction of
                      debt over $1,000,000 via a stock conversion or other
                      means.

                5.    Cancellation and or the surrender of shares by former
                      officers, directors, consultants, etc. who are subject to
                      various legal action by the Company.

                No compensation was earned under this plan for the years ended
                December 31, 1999 and 2000.

                                       29
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


 NOTE 11 -      COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

                Litigation/Disputes
                -------------------

                BENVENISTE, ET AL. VS. LAHEY, ET AL. On June 2, 1997, Richard
                Benveniste and Edgar Benveniste filed suit in the Delaware Court
                of Chancery on behalf of themselves and purportedly on behalf of
                the Company against James B. Lahey, James A. Giansiracusa,
                Stephen V. Prewett, Ian C. Gent and William N. Whelen.
                The complaint sought a determination by the Court of Chancery as
                to who constituted the valid directors of the Company in
                connection with a written consent action initiated by the
                plaintiffs. On February 23, 2001, the plaintiffs dismissed this
                action.

NOTE 12 -       SUPPLEMENTAL CASH FLOW INFORMATION

                Non-Cash Transactions
                ---------------------

                During the Year Ended December 31, 1999:

                a)    The Company issued 393,903 shares of common stock for
                      conversion of $75,000 of notes payable and $18,643 of
                      accrued interest.

                b)    The Company issued 2,500 shares of common stock for
                      payment of accrued interest of $500.

                c)    The Company issued 2,400,000 shares of common stock to
                      directors and officers. The common stock was valued at
                      $384,000, which as been reflected in the accompanying
                      financial statements as a compensatory element of common
                      stock and options.

                d)    The Company issued 125,000 shares of common stock to an
                      employee. The stock was valued at $20,000, which has been
                      reflected in the accompanying financial statements as a
                      compensatory element of common stock and options.

                e)    The Company issued 19,318 shares of common stock for
                      payment of accrued expenses of $750.

                f)    The Company converted $50,000 of principal and $755 of
                      accrued interest, relating to a note payable, into 281,972
                      shares of common stock.

                                       30
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 12 -       SUPPLEMENTAL CASH FLOW INFORMATION (Continued)

                Non-Cash Transactions (Continued)
                ---------------------

                During the Year Ended December 31, 2000:

                a)    The Company issued 497,347 shares of common stock for
                      conversion of $75,000 of notes payable, plus $18,281 of
                      accrued interest.

                b)    The Company converted $600,000 of principal, plus $372,355
                      of accrued interest, relating to a note payable, into
                      5,845,090 shares of common stock and cancelled 3,703,823
                      of common shares.

                c)    The Company issued 115,623 shares of common stock for
                      payment of accounts payable of $58,538.

                d)    The Company issued 517,765 shares of common stock for
                      legal and consulting services valued at $101,971.

                e)    An individual exercised 340,000 non-qualified stock
                      options at an exercise price of $0.01. At December 31,
                      2000, the Company has a note receivable in the amount of
                      $3,400 from the shareholder.

                f)    The Company reversed a $50,000 note payable and $59,375 of
                      accrued interest relating to this note. The gain is
                      reflected in the accompanying financial statements as
                      other income.

                g)    The Company issued 290,961 shares of common stock for
                      conversion of $52,410 of notes payable, plus $1,664 of
                      accrued interest.

                                       31