<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  Form 10-KSB/A
                                 Amendment No. 3


               [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 [ ]

                                       1
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         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]

                                       2
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                                     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.

         Business activities over the past two years have focused predominantly
on identifying and familiarizing potential end users, who are retail or
industrial users of PET, including governmental entities, with the testing and
evaluation work completed and funded to date by Lockheed Martin and Bechtel
BWXT. Research and development expenses consist of the preparation of PET
samples to treat and contain radioactive waste. Future business activities will
consist of implementing the recommendations of the completed test and evaluation
contracts Lockheed Martin and Bechtel BWXT funded. These activities include:

         o        A pilot scale demonstration utilizing processing equipment and
                  shipping containers to determine engineering process
                  parameters,
         o        Optimization and mixing studies to investigate decreasing the
                  leach rates of contaminants,

                                       3
<PAGE>

         o        Cost benefit analysis to evaluate the efficacy of the disposal
                  and transportation applications of the PET,
         o        Hydrogen gas generation from radiolysis, and
         o        Thermal freeze/thaw of PET for durability.

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.

         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;

                                       4
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         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.

         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.

                                       5
<PAGE>

         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. Bechtel is evaluating these grout materials in regard
to their ability to stabilize actual waste materials. Field testing commenced in
April 2001 in Richland, Washington. Results of this testing are not yet
available.

     In November 2000, Technology Visions participated in a trade show sponsored
by The Waste Management Institute of New Zealand, titled WasteMINZ 2000, held in
Sky City, Aucklan, New Zealand. WasteMinz is a non-profit organization that
promotes sustainable waste management practices for the waste management
industry in New Zealand, as well as internationally. At this show, Technology
Visions' display focused on applications of PET for the containment of hazardous
and toxic waste.


         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
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.

                                       6
<PAGE>


         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:

         o        increases the life of the coated welding tips by 300%,
         o        reduces welding tip change over time, resulting in improved
                  productivity,
         o        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.

     The Metafusion technology, as a coating technology for the automotive
industry, may be marketed in two ways:

         (1)      As specifically designed equipment for coating welding caps.
                  This equipment can be sold or licensed at the automotive
                  facilities with the automobile company operating the equipment
                  under a licensing agreement, or
         (2)      The same specifically designed equipment can be designed, sold
                  and licensed to copper electrode welding cap manufacturers
                  who, in turn, use the Metafusion technology to create their
                  own product(s) which would then be sold to their customers.


         Approximately six years ago, Technology Visions negotiated with
Chrysler, a major automobile manufacturer, to design and build specifically
designed automation equipment for coating welding caps. Negotiations with
Chrysler were later terminated because Technology Visions lacked the resources,
both human and financial, to complete the project. At that time, Technology
Visions decided to focus its limited resources on the environmental cleanup
sector and return to the commercialization of the Metafusion Process when its
resources allow.


         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.

                                       7
<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.

         Currently, Technology Visions is focused only on the development and
use of PET as an advanced environmental technological solution to various
radioactive and toxic waste materials the United States Department of Energy has
identified for disposal. As a result of funding obtained from the Secured
Convertible Debenture Purchase Agreement with AJW Partners, LLC and New
Millennium Capital Partners II, LLC, Technology Visions is focused on
commercializing PET in the waste remediation area. Specifically, Technology
Visions has identified opportunities for treating high-level radioactive waste
in Idaho by:

         o        stabilizing in-ground low-level mixed radioactive waste, and
         o        creating a barrier for radioactive materials that are
                  currently leaking into the environment.


         At this time, Technology Visions has not taken any further action in
regard to these opportunities.


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.

                                       8
<PAGE>

         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:

         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.

                                       9
<PAGE>

         To date, Technology Visions' PET has passed all standard tests,
including the American Society of Testing Materials certification, required by
the contracts with Lockheed Martin Idaho Technologies Company and Bechtel BWXT.


         Bechtel BWXT in its final report to the U.S. Department of Energy
recommended the following testing and evaluation of Technology Vision's PET:

         1.       A pilot scale demonstration utilizing appropriate processing
                  equipment and shipping containers to determine engineering
                  process parameters for this technology.
         2.       Optimization and mixing studies to investigate improving the
                  leach rate of the contaminant, to evaluate the amount of
                  radioactive waste that PET can encapsulate.
         3.       Evaluating compatibility of the PET waste form, a foam
                  encapsulated waste, with an off-site melter, a high
                  temperature furnace.
         4.       Cost-benefit analysis to evaluate the efficacy of the disposal
                  and transportation application of the PET to high-level
                  calcine waste.
         5.       Evaluation of hydrogen gas generated during the PET process.
         6.       Thermal freeze/thaw testing of PET for durability.
         7.       Examine the proposed design of the Hanford Melter system, a
                  specific high temperature furnace, and perform compatibility
                  studies relative to: (a) removal requirements of calcine/PET
                  waste from the shipping canister, (b) effects of organic
                  content on the Hanford Melter and, (c) size reduction
                  requirements for placing the waste form into the Hanford
                  Melter.

         Governmental approval necessary for Technology Visions' and others use
of PET with calcine waste will require the completion of the above testing.
Funding for the completion of this work, estimated by the company at $250,000,
may not be available until the Department of Energy publishes its Environmental
Impact Statement, which will specifically address the PET technology. This
statement, which is expected during the third quarter of 2001, may incite
additional contracts for the next phase of testing and evaluation of PET. It is
therefore estimated that evaluation funding could be available, if at all, in
early year 2002.


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.

                                       10
<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

            Between 1992 and April 1994, current management believes that
Technology Visions, under the control of its former management, issued
approximately 6 million shares of stock or convertible debentures to investors
through a series of private placements. Technology Visions may have sold these
securities and notes without registration and/or an available exemption under
the Securities Act of 1933 or without qualification and/or an available
exemption under the securities laws of certain states, including California, New
York, Florida and Delaware. As a result of litigation in June 2000, Technology
Visions and shareholders holding 95% of the 20 million shares issued in the
private placement reached a settlement which required cancellation of the
disputed stock and the release of all future claims in regard to the validity of
the stock.

            Further, in addition to the shares issued in private placements,
between December 16, 1992 and February 17, 1994, former directors and officers
of Technology Visions issued themselves and related entities approximately 12
million shares of common stock. An internal audit by Technology Visions
determined that these issuances lacked valid consideration. As a result,
Technology Visions issued more shares of common stock than it had authorized
under its Certificate of Incorporation, which may have violated Delaware
securities and corporation law. In 1996, Technology Visions commenced action
against these officers and directors and these shares were cancelled.

                                       11
<PAGE>

            As a result, Technology Visions may be subject to administrative or
civil action as a result of these issuances. Although any potential action may
be time-barred under both federal and state law, defending itself in any
litigation or administrative proceeding would result in substantial costs and
diversion of resources from Technology Visions' business plan. Further, federal,
state or civil action would cause Technology Visions' operations to be less
attractive to potential investors and therefore, may lessen Technology Visions
opportunities for future financing.

         More recently, 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.

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.

         As Technology Visions moves forward, it may be necessary to add one or
two marketing and sales personnel to the staff. The current office is capable of
accommodating those additions. Technology Visions' landlord has also offered a
slightly larger space, an increase of 150 square feet, to the company if
necessary. If future expansion requires a larger office space, there is
significant commercial construction in the local area and Technology Visions
believes office space on reasonable terms could be acquired with very little
difficulty.

                                       12
<PAGE>


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.

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

                                       13
<PAGE>

         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.

         Technology Visions has completed customer-sponsored contracts for
Lockheed Martin Idaho Technologies Company and Bechtel BWXT, in conjunction with
the U.S. Department of Energy, Idaho Operations Office, Idaho Falls, ID. 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. Technology Visions functions as a subcontractor
for Lockheed and/or Bechtel BWXT and is paid a fixed fee for each contract,
which must be completed within the designated time frame. Following testing, the
contractor then submits a report to the U.S. Department of Energy outlining the
results of each technology tested and recommending further research strategies
and treatment options.

                                       14
<PAGE>

         Commencing March 1998, Technology Visions has entered into the three
customer-sponsored contracts discussed below to test and evaluate its
technologies. In all three cases, the amounts Technology Visions received under
these contracts represented a reimbursement of its related expenses solely for
test and evaluation. Accordingly, the proceeds from these contracts were applied
to expenses incurred in the 1998-2000 financial statements. Technology Visions
entered into these contracts with no expectation of profit but did so for the
prospect of obtaining large-scale contracts for the sale and use of its
technologies in the future.

         In March 1998, Lockheed Martin Idaho Technologies Company awarded
Technology Visions a test and evaluation contract 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.
Terms of this contract required Technology Visions to complete testing by August
30, 1998 for the total purchase price of $27,675.00. 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, Lockheed Martin Idaho Technologies Company awarded
Technology Visions a test and evaluation contract to evaluate PET for disposal
of actual pilot scale calcine waste. The contract was subsequently assigned to
Bechtel BWXT, Idaho Falls. 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. Terms
of this contract required that testing be completed by September 15, 1999 for a
total price of $60,000. In November 1999, testing of 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's final report
to the U.S. Department of Energy recommended the following testing and
evaluation of Technology Vision's PET:

         o        A pilot scale demonstration utilizing processing equipment and
                  shipping containers to determine engineering process
                  parameters for this technology.
         o        Optimization and mixing studies to investigate decreasing the
                  leach rate of contaminant, to evaluate the amount of
                  radioactive waste that PET can encapsulate.
         o        Evaluating compatibility of the PET waste form, a foam
                  encapsulated waste, with an off-site melter, a high
                  temperature furnace.
         o        Cost-benefit analysis to evaluate the efficacy of the disposal
                  and transportation application of the PET to high-level
                  calcine waste.
         o        Evaluation of hydrogen gas generated during the PET process.
         o        Thermal freeze/thaw testing of PET for durability.
         o        Examine the proposed design of the Hanford Melter system, a
                  specific high temperature furnace, and perform compatibility
                  studies relative to: (a) removal requirements of calcine/PET
                  waste from the shipping canister, (b) effects of organic
                  content on the Hanford Melter and, (c) size reduction
                  requirements for placing the waste form into the Hanford
                  Melter.


                                       15
<PAGE>

         In June 2000, Bechtel BWXT awarded Technology Visions a contract to
manage in-situ grout candidate materials, submitted by different manufacturers.
Field-testing commenced in April 2001. Results from this testing is not yet
available. The contract amount was $227.351.00 of which $79,036 was received
through December 31, 2000.

         Building on the test results of the Lockheed Martin testing and
evaluation contracts, where PET showed positive results for encapsulating
radioactive waste, 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.

         Currently, Technology Visions is focused only on the development and
use of PET as an advanced environmental technological solution to various
radioactive and toxic waste materials the United States Department of Energy has
identified for disposal. As a result of funding obtained from a Secured
Convertible Debenture Purchase Agreement with AJW Partners, LLC and New
Millennium Capital Partners II, LLC, Technology Visions is focused on
commercializing PET in the waste remediation area. Specifically, Technology
Visions has identified opportunities for treating high-level radioactive waste
in Idaho by:

         o        stabilizing in-ground low-level mixed radioactive waste, and
         o        creating a barrier for radioactive materials that are
                  currently leaking into the environment.


         At this time, Technology Visions has not taken any further action in
regard to these opportunities.


         The current working capital from the convertible debenture financing is
expected to satisfy Technology Visions' capital requirements for at least one
year.

                                       16
<PAGE>


         To commercialize the PET technology and obtain governmental approval
for its use, Technology Visions must complete the additional testing recommended
by Betchel BWXT. Funding for the completion of this work, estimated by the
company at $250,000, may not be available until the Department of Energy
publishes its Environmental Impact Statement, which will specifically address
the PET technology. This statement, which is expected during the third quarter
of 2001, may incite additional contracts for the next phase of testing and
evaluation of PET. It is therefore estimated that evaluation funding could be
available, if at all, in early year 2002.


          Technology Visions has identified other market segment opportunities
within the environmental clean-up area where the knowledge gained in the
development of PET for commercialization may be utilized. This includes, on a
limited basis:

         o        Use of PET as a spray-on containment barrier,
         o        Encapsulation of lead residue, a by-product of a lead battery
                  recovery plant, and
         o        Entombment of in-situ low-level radioactive toxic waste.

         As additional funding becomes available, each of these market
opportunities will be explored to determine its potential. 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, 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.

         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.

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.

                                       17
<PAGE>

         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. Of the
notes converted into equity, two were converted at a discount to induce the
noteholders to convert. In a transaction with one noteholder who was due
principal of $50,000 and accrued interest of $18,281, Technology Visions
converted the debt into 287,200 shares of common stock at $0.23775 per share
instead of the original conversion rate of $0.60 per share. In a transaction
with the second noteholder, Technology Visions converted principal of $25,000
into 210,147 shares of common stock at $0.119 per share instead of the original
conversion rate of $0.256 per share. Technology Visions recorded debt conversion
expense of $43,350 and $28,798, respectively, in the 2000 financial statements
with respect to the additional shares that were issued to induce these
noteholders to convert. No assurance can be given that future efforts to reduce
Technology Visions' existing liabilities 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.

                                       18
<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


                                       19
<PAGE>

Chief Executive Officer of West Niagara Capital Corporation, a private Canadian
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 Alpha Online
Power Corporation, a 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.

                                       20
<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.

                                       21
<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.

                                       22
<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:

<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.

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. Richard and Edgar Benveniste converted
$20,000 of the loan into common stock of Technology Visions at a rate of $.15
per share. The balance of the loan has an interest rate of 10% per annum and is
convertible at a rate of $.15 per share.

         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.

                                       24
<PAGE>

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)

                                       25
<PAGE>

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.

(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.



                                       26
<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:    July 6, 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.


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

/S/ JAMES B. LAHEY            Chief Executive Officer and         July 6, 2001
------------------            Chairman of the Board (Chief
James B. Lahey                Executive Officer)



/S/ JAMES A. GIANSIRACUSA     Chief Operating Officer, Chief      July 6, 2001
-------------------------     Financial Officer (Chief
James A. Giansiracusa         Financial and Accounting
                              Officer), Secretary, and Director

/S/ IAN C. GENT               Director                            July 6, 2001
---------------
Ian C. Gent



/S/ STEPHEN V. PREWETT        Director                            July 6, 2001
----------------------
Stephen V. Prewett



/S/ WILLIAM N. WHELEN         Director                            July 6, 2001
---------------------
William N. Whelen, Jr.



                                       27

<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 - 32

<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 years ended December 31, 1999 and 2000. 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 audits.

We conducted our audits 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 audits provide 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 years then ended
December 31, 1999 and 2000, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As 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.



                                                     GRASSI & CO., CPAs, P.C.

New York, NY
April 11, 2001

                                      F-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                                                     13,974,577
  Accumulated deficit                                                           (16,048,275)
  Unearned finance charges                                                         (365,402)
  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.

                                              F-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.

                                              F-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                                    -           -       294,250             -    (294,250)         -            -
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  $ 13,974,577  $(16,048,275) $ (365,402) $  (3,400) $(2,401,544)
                                           ============= =========== ============= ============= =========== ========== ============
</TABLE>


                                                      F-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.

                                             F-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.


                                      F-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.


                                      F-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.


                                      F-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 their respective
         useful lives of five to seven years.

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

         The Company has no revenue from its existing technologies. Revenue from
         the sale of products will be recognized at such time as the customer
         receives title and accepts the product. Revenue from consulting
         services will be recognized as services when rendered. Revenue from
         license fees will be recognized over the term of the license.

         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.

         Customer-Sponsored Test and Evaluation
         --------------------------------------

         Under two contracts with prime contractors, the Company received
         proceeds of $66,170 and $79,036 during 1999 and 2000, respectively, to
         finance costs related to testing and evaluation of its products. The
         amounts received under these contracts have been reflected as a
         reduction of the applicable costs in the accompanying financial
         statements.

                                      F-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.


                                      F-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".

                                      F-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.

                                      F-13
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 3 - PROPERTY AND EQUIPMENT - NET (Continued)

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

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
                                                           ===========

                                      F-14

<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 6 - NOTES PAYABLE

         Notes payable consist of the following at December 31, 2000:
<TABLE>
<CAPTION>
<S>                                                                                  <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



                                      F-15
<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - NOTES PAYABLE (Continued)

         a) 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 at a rate lower than
            the original conversion rate. The Company has recorded a debt
            conversion expense of $28,798 in the accompanying 2000 financial
            statements with respect to the additional shares that were issued to
            induce the noteholder to convert. Debt conversion expense on the
            additional shares was calculated at the fair market value of the
            shares at the time of conversion. 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

         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


                                      F-16
<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 6 - NOTES PAYABLE (Continued)


         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 165,625 shares of
            common stock. Amortization of unearned financing costs in connection
            with the value assigned to the beneficial conversion feature was
            $13,000 for the year ended December 31, 2000.                            $   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.

         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 at $0.25 per share.
         The Company has recorded a debt conversion expense of $95,593 in the
         accompanying 1999 financial statements with respect to the additional
         shares that were issued to induce the noteholder to convert. Debt
         conversion expense on the additional shares was calculated at the fair
         market value of the shares at the time of conversion. 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 at $0.23775 per share. The Company has
         recorded a debt conversion expense of $43,350 in the accompanying 2000
         financial statements with respect to the additional shares that were
         issued to induce the noteholder to convert. Debt conversion expense on
         the additional shares was calculated at the fair market value of the
         shares at the time of conversion.


                                      F-17

<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 6 - NOTES PAYABLE (Continued)

         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%.


                                      F-18

<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 $281,250 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.


                                      F-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
            ----------------------------

            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.


                                      F-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.


                                      F-21
<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 third quarter of 2000, the Company converted $25,000 of
            principal into 210,147 shares of common stock. The Company has
            recorded a debt conversion expense of $28,798 in the accompanying
            2000 financial statements with respect to the additional shares that
            were issued to induce the noteholder to convert. Debt conversion
            expense on the additional shares was calculated at the fair market
            value of the shares at the time of conversion.

            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 Company has recorded a debt conversion expense of
            $43,350 in the accompanying 2000 financial statements with respect
            to the additional shares that were issued to induce the noteholder
            to convert. Debt conversion expense on the additional shares was
            calculated at the fair market value of the shares at the time of
            conversion.

            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.


                                      F-22
<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.


                                      F-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)
            -------------

            (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.




                                      F-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
                -------------------

                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>

                                      F-25
<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:
                                                            Number of Potential
                                                              Additional Common
                                                                   Shares
                                                            -------------------

                  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
                                                               ===========


                                      F-26
<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:


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

          Total                                      $   400,255   $   230,457
                                                     ============  ============



         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.


                                      F-27
<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.


                                      F-28
<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.


                                      F-29
<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 earned 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.


                                      F-30

<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 $3,500.

         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.


                                      F-31

<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.


                                      F-32