..<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  Form 10-KSB


               [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended: December 31, 2001

             [ ] 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 155
                           Carlsbad, California 92008
                           --------------------------
                    (Address of principal executive offices)

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

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

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

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

         Issuer's revenues for the year ended December 31, 2001 were $0.00.

         On March 31, 2002, the aggregate market value of the voting stock held
by non-affiliates totaled approximately $1,741,628 based on the closing stock
price as reported by The OTC-BB of the NASDAQ Stock Market.

         At March 31, 2002, 49,238,486 shares of common stock were outstanding.

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

<PAGE>

                                     PART I

Forward-Looking Statements

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

Item 1.  DESCRIPTION OF BUSINESS

History of Technology Visions

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

         Technology Visions operates under its current mandate as an applied
research and development company and technology portal that 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 $238,466 for research and development activities. Research and
development expenses consist of the preparation of PET and GMENTTM samples to
treat and contain radioactive waste. 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 Polymer Encapsulation Technology (PET)and GMENTTM treatment
and stabilization system, including governmental entities, with the testing and
evaluation work completed and funded to date by Lockheed Martin and Bechtel
BWXT. Future business activities will consist of implementing the
recommendations of the completed test and evaluation contracts Lockheed Martin
and Bechtel BWXT Idaho LLC 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 improve the leach rates of
                  contaminants,
         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 is focused on commercializing two technologies,
Polymer Encapsulation Technology (PET) and GMENTTM-12, for use in the
environmental waste cleanup market. Today, the government's estimated cost for
environmental waste cleanup at the over fifty U.S. Department of Energy sites
located within the United States is between $230 and $300 billion. That figure
does not include the costs for the removal of pollutants from either water or
silt that has been deposited in our rivers and oceans.

         Technology Visions has completed product test and evaluation for
Lockheed Martin Idaho Technology Company and Bechtel BWXT Idaho, LLC, in
conjunction with contracts awarded by the Department of Energy, Idaho Operations
Office, Idaho Falls, Idaho. These contracts have utilized waste materials
sourced from the Idaho Falls DOE site. This site, nearly 900 square miles in
area, contains in various forms, radioactive, toxic and hazardous wastes that
will require further processing to insure safe and economical long-term
disposal.

                                       2
<PAGE>

         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;
         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.

                                       3
<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.

         2. GMENT(TM) Technology

         In the spring of 2000, Technology Visions jointly developed with
Advanced Grout Systems, a second product suitable for waste cleanup, GMENTTM-12.
GMENTTM-12 has end use applications in low-level radioactive mixed waste where
the problem waste requires grouting. Grouting is a process like cementing used
with certain types of radioactive material, which because of their chemical
make-up, should not be removed from the soil for neutralization. GMENT(TM)-12 is
a cementitous grout which contains proprietary materials which not only
stabilize certain wastes but also treat specific hazardous elements within the
waste. It has been developed for use in the containment of mixed low level
in-situ waste and has successfully completed laboratory and field testing and is
now undergoing a field pilot evaluation. GMENT(TM)-12 has been developed for use
in standard, jet grouting application equipment. It is injected into the waste
containing site at standard room temperatures at pressures to 6,000 psi.

         This additive enhanced, cement-based product has undergone extensive
laboratory and field testing and evaluation and was chosen over five other
competing grout materials as the material of choice to treat and stabilize
radioactive mixed waste at the Subsurface Disposal Area at the U. S. Department
of Energy site in Idaho Falls, Idaho. The technology is ready for
commercialization and deployment to the field.

         MARKET

         In June 2000, Bechtel BWXT awarded Technology Visions a contract to
evaluate six grout materials submitted by different manufacturers for the
stabilization and encapsulation of U.S. Department of Energy's mixed low level
in-situ contaminated waste stored at the Idaho National Engineering and
Environmental Laboratory (INEEL) Cold Test Pit site located in Idaho Falls,
Idaho. One of the six grouts was GMENT(TM)-12. There are approximately
78,000,000 cubic feet of stored mixed low level in situ contaminated waste
located at seven DOE sites located within the United States; 25,900,000 cubic
feet cubic feet of this waste is stored at the Idaho Falls site.

         Subsurface contaminated wastes are those wastes that have the potential
to be remediated without excavation using technology strategies that either
destroy, isolate, or prevent any further spread of contaminants into the
surrounding environment. GMENT(TM)-12 provides a safe and economical material to
meet those requirements. Introduction of the grout material into the waste
containment area utilizes standard jet grouting equipment. GMENT(TM)-12 is
blended into solution and pumped at high pressures into the subsurface trenches
containing the mixed low level waste. The solution cures this waste, binding
toxic and hazardous contaminates and encapsulating radioactive waste in place,
rendering it environmentally safe. The grout can be formulated to be neutral in
the environment and is projected to remain effective for 10,000 years. Because
this type of treatment occurs in place, both costs and the risks of exposure are
reduced significantly than if the waste was to be retrieved.

         CURRENT STATUS

         The evaluation study of the six grouts conducted at the University of
Akron laboratories and completed in February, 2001, concluded that three of the
grout candidates should be taken to the field for further testing.

         In April 2001, the field testing was conducted by Applied Geotechnical
Engineering and Construction Company at a site located near Richland,
Washington. Upon completion of the field testing, GMENT(TM)-12 was the grout
selected to be used in the pilot plant study to be conducted at the Cold Test
Pit in October 2001. Technology Visions provided 95 tons of GMENT(TM) grouting
material for the Phase 2 Pilot Scale Field Evaluation.

         During the Phase 2 Pilot Scale Field Evaluation, GMENT-12 was blended
in a high shear mixer into solution at a batch plant in Idaho Falls, Idaho. The
mixture was then delivered to the Idaho National Engineering and Environmental
Laboratory (INEEL) Cold Test Pit Site, adjacent to the INEEL Radioactive Waste
Management Complex, and pumped at high pressure into a subsurface trench
containing low-level radioactive mixed waste.

                                       4
<PAGE>

         Jet grouting is a general term describing construction techniques where
ultra high pressure fluids are injected into the soil at high velocities, such
as 800 to 1,000 feet per second. The high speed fluid is used to cut, replace,
and mix the native soil and the contaminated waste, with a cementing material,
typically a cement-based grout. Jet grouting proceeds first by drilling a
vertical guide hole down to the required depth.

         Actual jet grouting then follows, proceeding typically from the bottom
to the top of the borehole. Panels or columns can be formed by controlling the
rotation of the drill rods while lifting the jet grouting device.

         Columns are formed when the drill rods are rotated during lifting.
Panels can be created by lifting the drill rods without rotation. Subsurface
cutoff walls can be created by sequentially jet grouting adjoining columns of
soil.

         An advantage of jet grouting over other cutoff wall techniques is the
fact that it can be used to stabilize a wide range of soils, ranging from gravel
to heavy clays. The second advantage is that large diameter columns or panels
can be created, starting from relatively small diameter boreholes.

         The grouting equipment, used at the Cold Test Pit Site, included a Casa
Grande C-6 Drill System, a Casa Grande Jet-5 high pressure pump, and vortex
mixing system. The GMENTTM solution cures binding toxic and hazardous
contaminates, filling voids and encapsulating radioactive waste in place,
rendering it environmentally safe. Final monoliths are solid stand-alone blocks
of soilcrete, a cement and soil mixture.

         Testing results met all criteria established by state and federal
regulatory agencies. Technology Visions is awaiting the final report from
Bechtel BWXT Idaho LLC which will be submitted to the appropriate state and
federal agencies.

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

         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 or a combination of revenues structured from the sale
and use of the product. 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 the PET and GMENTTM treatment and stabilization technologies as advanced
environmental technological solutions to various radioactive and toxic waste
materials the United States Department of Energy has identified for disposal.

                                       5
<PAGE>

Specifically, Technology Visions identified opportunities for treating mixed
radioactive waste at the Idaho DOE site 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.

Employees/Consultants

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

         To date, Technology Visions' PET and GMENTTM 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 Idaho, LLC, the Environmental Protection Agency (EPA) and state and
federal agencies.

         The final report prepared by INEEL recommended in its submittal to the
U.S. Department of Energy 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 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.

                                       6
<PAGE>

         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 (EIS), which will specifically address the PET technology. This
statement, which is expected to be published sometime in 2002, may invite
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 2003.

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 and GMENTTM.
Competition includes technologies based on materials known as polyethylene,
other grout materials and a process called vitrification.

         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, polymers, 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 and GMENTTM,
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. In contrast, in certain
subsurface applications, the GMENTTM treatment and stabilization system provides
superior technical performance and reduced costs and risks over current
technologies.

         Vitrification involves an incineration process utilizing high
temperatures to convert waste into a rock or glass-like material. It is capital
intensive, chemically sensitive, has size restrictions on incoming waste, must
be designed for specific waste formulations, and generates off gases.

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

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 155, Carlsbad, California 92008 pursuant to a lease from an
unaffiliated third party for $2323.00 per month. The lease expires in July 2004.

                                       7
<PAGE>

The current lease does not contain a renewal option but there is sufficient
commercial space 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. If future expansion requires a larger office
space, there is significant commercial space in the local area and Technology
Visions believes office space on reasonable terms could be acquired with very
little difficulty.

Item 3.  LEGAL PROCEEDINGS

         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.

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:

2000                        High             Low

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

2001

First Quarter              $0.45            $0.12
Second Quarter             $0.31            $0.12
Third Quarter              $0.35            $0.10
Fourth Quarter             $0.17            $0.05

2002

First Quarter              $0.18            $0.03

         There were approximately 2,000 stockholders of record of common stock
as of March 31, 2002. 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, 2001 Compared To Year Ended December 31, 2000

         For the fiscal year ended December 31, 2001 and 2000, Technology
Visions had no revenues. General and administrative expenses increased from
$554,866 in 2000 to $839,453 in 2001. For the years ended December 31, 2000 and
December 31, 2001, Technology Visions incurred an operating loss of $558,925 and
$1,034,889, respectively. It is anticipated that net-operating losses will
continue through the next two years.

                                       8
<PAGE>

Plan of Operation

         Since 1996, Technology Visions has focused on the development and use
of its polydimethylsiloxane-based Polymer Encapsulation Technology (PET) System
as a method for stabilizing and encapsulating various radioactive and toxic
waste materials leading to a final waste form for disposal. During the past two
years, Technology Visions has introduced the GMENTTM treatment and stabilization
technology as a method for subsurface waste stabilization.

         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.

         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 LLC. 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 Idaho
LLC\INEEL'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 in 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.

         Building on the test results of the Lockheed Martin Idaho Technologies
Company 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.

                                       9
<PAGE>

         To commercialize the PET technology and obtain governmental approval
for its use, Technology Visions must complete the additional testing recommended
by Betchel BWXT Idaho LLC. 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 sometime during 2002, 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 2003.

         Currently, Technology Visions is focused on the marketing of GMENT
grouting material. GMENTTM is licensed exclusively to Technology Visions Group
and is a trademark of Advanced Grout Systems. GMENT(TM)-12 is a cementitous
grout which contains proprietary materials which not only stabilize certain
wastes but also treat specific hazardous elements within the waste. It has been
developed for use in the containment of mixed low level in-situ waste and has
successfully completed laboratory and field testing and is now undergoing a
field pilot evaluation.

         This additive enhanced, cement-based product was chosen over five other
competing grout materials as the material of choice to treat and stabilize
radioactive mixed waste at the Subsurface Disposal Area at the U. S. Department
of Energy site in Idaho Falls, Idaho. Technology Visions is awaiting the final
report from Bechtel BWXT Idaho LLC which will be submitted to the appropriate
state and federal agencies.

         Technology Visions' business plan is to develop a specific technology,
PET, GMENT(TM)-12 or derivatives of those technologies, 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.

         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

         For the years ended December 31, 2000 and 2001, Technology Visions
incurred net losses of approximately $558,925 and $2,522,975, respectively, and
as of December 31, 2001, had a stockholders' deficiency and a working capital
deficiency of approximately $2,609,901 and $455,881, respectively. The report of
Technology Visions' independent certified public accountants notes that
Technology Visions is a development-stage company with no revenues from its
intended operations, has recurring losses and has a working capital deficiency
and stockholders' deficiency at December 31, 2001 and these conditions raise
substantial doubt about Technology Vision's ability to continue as a going
concern.

         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

                                       10
<PAGE>

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
$375,000. The debentures expired on December 29, 2001 and the company is in
negotiations to redeem the remainder of the debentures.

         Technology Visions does not expect to make any significant capital
purchases in 2002, except for possible equipment for the PET or GMENTTM
treatment systems.

ITEM 7.  FINANCIAL STATEMENTS

See the Financial Statements and Notes thereto.

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

         As of December 31, 2001, there were no changes in or disagreements with
accountants on accounting and financial disclosure.

         Subsequently, on January 9, 2002, pursuant to the approval of the Board
of Directors of Technology Visions,Technology Visions replaced the accounting
firm of Grassi & Co., CPAs, P.C. as its independent auditors. Grassi & Co.,
CPAs, P.C. previously issued on April 11, 2001, their report on Technology
Visions' balance sheet as of December 31, 2000 and the related statements of
operations, stockholders' deficiency and cash flows for the year then ended. The
balance sheet of Technology Visions as of December 31, 1999 and the related
statements of operations, stockholders' deficiency and cash flows for the years
ended December 31, 1999 and December 31, 1998 were audited by Tabb, Conigliaro &
McGann, P.C., who merged with Grassi & Co., CPAs, P.C. as of January 1, 2001.

         Tabb, Conigliaro & McGann, P.C., in their report on Technology Visions'
financial statements for the year ended December 31, 1999, stated that there was
substantial doubt about Technology Visions' ability to continue as a going
concern because the company had not generated any revenue, to date, from any of
its products or technologies, and incurred a net loss of approximately $635,000
during the year ended December 31, 1999. Further, as of December 31, 1999,
Technology Visions had a working capital deficiency of approximately $3,408,000,
a stockholders' deficiency of approximately $3,321,000 and was in default on its
loan agreements with various individuals and was in arrears on accounts with
certain vendor creditors. The financial statements did not include any
adjustments from this uncertainty. Their report did not contain any other
adverse opinion or disclaimer of opinion, or any qualification or modification
as to uncertainty, audit scope or accounting principles.

         In their report dated April 11, 2001, Grassi & Co., CPAs, P.C.
indicated that there was substantial doubt about Technology Visions' ability to
continue as a going concern because Technology Visions had not generated any
revenue as of December 31, 2000 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, Technology Visions had a working capital
deficiency of approximately $2,562,000 and stockholders' deficiency of
approximately $2,402,000. The financial statements did not include any
adjustments from this uncertainty. Their report did not contain any other
adverse opinion or disclaimer of opinion, or any qualification or modification
as to uncertainty, audit scope or accounting principles.

         There were no disagreements with Grassi & Co., CPAs, P.C. or with Tabb,
Conigliaro & McGann, P.C.on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure during the period
from December 31, 1999 to the date of their dismissal

         On January 9, 2002, Technology Visions engaged the accounting firm of
McKennon, Wilson & Morgan LLP located in Irvine, CA to perform its annual audit
for the year ended December 31, 2001. Prior to that date, Technology Visions did
not consult with McKennon, Wilson & Morgan LLP regarding any accounting matters.

                                    PART III

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

                                       11
<PAGE>

         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                           67         Chairman of the Board of Directors, President, Chief
                                                    Executive Officer, and Director
---------------------------------------- ---------- --------------------------------------------------
James A. Giansiracusa                    53         Chief Operating Officer, Secretary, Chief Financial
                                                    Officer and Director
---------------------------------------- ---------- --------------------------------------------------
Stephen V. Prewett                       59         Vice-President-Technology Development and Director
---------------------------------------- ---------- --------------------------------------------------
Ian C. Gent                              60         Director
---------------------------------------- ---------- --------------------------------------------------
William N. Whelen, Jr.                   64         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 holds a Master of Science degree in Systems
Management from the University of Southern California.

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

                                       12
<PAGE>

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. 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.

         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, 2001, 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, 2001:

<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,           2001                    $120,000(1)                0         0
                          2000                    $120,000(1)                0         0
President                 1999                    $120,000(1)                0         0
------------------------- ---------------------- -------------------------- --------- ------
James A. Giansiracusa,    2001                    $132,000(1)                0         0
Vice President,           2000                    $132,000(1)                0         0
Operations                1999                    $132,000(1)                0         0
------------------------- ---------------------- -------------------------- --------- ------
</TABLE>

                                       13
<PAGE>

(1) The amounts stated above have not been fully paid. Lahey and Giansiracusa
have deferred substantial portions of their salaries in favor of the Company's
operations and progress. Accrued salaries owed to Lahey and Giansiracusa total
$718,000 and $606,952 respectively.

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.

         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.

         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, 2001 and unexercised options held as of the end of the fiscal
year.

                                       14
<PAGE>

         Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values

<TABLE>
<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                           $30,000/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------------
James A. Giansiracusa       0              0            1,556,593/0                         $93,396/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------------
Stephen V. Prewett          100,000        0            694,783/0                           $41,687/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------------
Ian C. Gent                 0              0            200,000/0                           $12,000/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------------
William N. Whelen           0              0            200,000/0                           $12,000/$0
--------------------------- -------------- ------------ ----------------------------------- ----------------------------------
</TABLE>

         Values reflected above are based on the closing price of $ .06 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, 2002, 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)                      3,520,000                           7%
Carlsbad Research Center
5950 La Place Court, Suite 140
Carlsbad, CA 92008
James A. Giansiracusa (1,2,3,5)             3,030,667                           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)                             9,645,450                          20%
Ruth P. Brittingham                         5,022,292                          10%
O. G. Sansone & Colleen
Sansone                                     5,543,603                          11%
</TABLE>

* Amount held represents less than 1%.

                                       15
<PAGE>

(1) Includes 2,500,000 shares of common stock converted from $75,000 of unpaid
salary as of December 31, 2001 at a rate of $.03 per share.
(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 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 interest payments totaling $153,310. The
installment note is collateralized by Technology Visions' rights, titles and
patents, to a technology known as the Polymer Encapsulation Technology (PET). On
April 15, 2002, Ms. Brittingham entered into a standstill agreement with
Technology Visions in which she agreed to forbear any collection of this debt
until December 31, 2003

         As of December 31, 2001, an officer of the company advanced the company
$117,341 for funding of the continuing operations of the company. 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.

         Subsequent to December 31, 2001, in April 2002, James Lahey, James
Giansiracusa, and Stephen Prewett agreed to waive any default resulting from
unpaid amounts due to them effective until December 31, 2003.

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)
(10.9)   2002 Non-Qualified Stock Option Plan(4)
(10.10)  Agreement with James B. Lahey(4)
(10.11)  Agreement with James A. Giansiracusa(4)
(10.12)  Trademark License And Technology Agreement with Advanced Grout Systems,
         Ltd
(13(i))  Form 10-KSB for the Period Ending December 31, 2000(3)
(13(ii)) Form 10-KSB for the Period Ending December 31, 1999(3)

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

(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.
(4)      Previously filed as an exhibit to Technology Visions' Form S-8 filed
         February 22, 2002 (File No. 02555642)

                                       16
<PAGE>

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of the period covered
by this report.

Subsequently, on January 16, 2002, Technology Visions filed a Form 8-K reporting
its change in auditors.

                                   SIGNATURES

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

Technology Visions Group, Inc.

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

Date:    April 16, 2002

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         April 16, 2002
------------------            Chairman of the Board (Chief
James B. Lahey                Executive Officer)

/S/ JAMES A. GIANSIRACUSA     Chief Operating Officer, Chief      April 16, 2002
-------------------------     Financial Officer (Chief
James A. Giansiracusa         Financial and Accounting
                              Officer), Secretary, and Director

/S/ IAN C. GENT               Director                            April 16, 2002
---------------
Ian C. Gent

/S/ STEPHEN V. PREWETT        Director                            April 16, 2002
----------------------
Stephen V. Prewett

/S/ WILLIAM N. WHELEN         Director                            April 16, 2002
---------------------
William N. Whelen, Jr.

                                       17

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                              INDEX TO FORM 10-KSB

                                DECEMBER 31, 2001



INDEPENDENT AUDITORS' REPORT                                               F-2

BALANCE SHEET                                                              F-3
    At December 31, 2001

STATEMENTS OF OPERATIONS                                                   F-4
    For the Years Ended December 31, 2000, as restated and 2001

STATEMENTS OF STOCKHOLDERS' DEFICIENCY                                     F-5
    For the Year Ended December 31, 2000, as restated and 2001

STATEMENTS OF CASH FLOWS                                                   F-6
    For the Years Ended December 31, 2000, as restated and 2001

NOTES TO FINANCIAL STATEMENTS                                           F-7 - 28


                                       F-1

<PAGE>

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


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

We have audited the accompanying balance sheet of Technology Visions Group, Inc.
(formerly Orbit Technologies Inc.), a development-stage company as of December
31, 2001, and the related statements of operations, stockholders' deficiency and
cash flows for each of the two years in the period ended December 31, 2001.
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. 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.) as of December 31, 2001, and the results of
its operations and its cash flows for each of the two years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.

As discussed in Note 2, the Company restated its financial statements for the
year ended December 31, 2000 for the correction of certain errors in accounting
and reporting under accounting principles generally accepted in the United
States. The previously filed consolidated financial statements included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2000 were
audited by other auditors.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company is
a development-stage company with no revenues from its intended operations, has
recurring losses, and has a working capital deficiency and stockholders'
deficiency at December 31, 2001. These 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 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


                                         /s/ McKennon, Wilson & Morgan LLP
Irvine, California                       ---------------------------------
April 5, 2002


                                       F-2

<PAGE>
<TABLE>

                                 TECHNOLOGY VISIONS GROUP, INC.
                       (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                                 (A DEVELOPMENT-STAGE COMPANY)


                                          BALANCE SHEET

                                        DECEMBER 31, 2001

<CAPTION>
                                             ASSETS
                                             ------
<S>                                                                             <C>
Current Assets:
  Cash                                                                          $     62,973
  Accounts Receivable                                                                152,674
                                                                                -------------

    Total Current Assets                                                             215,647

Property and Equipment, net (Note 3)                                                   7,079
Patents, net (Note 4)                                                                 18,536
Other Assets                                                                           4,800
                                                                                -------------

       Total Assets                                                             $    246,062
                                                                                =============

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

Current Liabilities:
  Accounts payable                                                              $    535,528
  Notes payable, current portion                                                       6,000
  Convertible debentures (Note 6)                                                    130,000
                                                                                -------------

       Total Current Liabilities                                                     671,528

  Accrued interest (Note 5)                                                          232,348
  Note payable, net of current portion, including
   notes to officers of $122,341 (Note 5)                                            481,841
  Accrued officers and directors compensation (Note 7)                             1,470,246
                                                                                -------------

       Total Liabilities                                                           2,855,963

Commitments and Contingencies (Notes 7)


Stockholders' Deficiency (Note 8):
  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 - 46,656,068                         46,625
  Additional paid-in capital                                                      14,056,517
  Deficit accumulated during development stage                                   (16,709,643)
  Notes receivable - stock sale                                                       (3,400)
                                                                                -------------

       Total Stockholders' Deficiency                                             (2,609,901)
                                                                                -------------

       Total Liabilities and Stockholders' Deficiency                           $    246,062
                                                                                =============
</TABLE>


See notes to financial statements.

                                                F-3
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)


                            STATEMENTS OF OPERATIONS

                                                     FOR THE YEARS ENDED
                                                         DECEMBER 31,
                                               ---------------------------------
                                                   2000                 2001
                                               -------------       -------------
                                               (as restated)

  Revenues                                    $           -        $         -


  Costs and expenses:
   General and administrative                       556,530            839,453
   Research and development                         164,565             74,006

  Other (income) and expense:
   Interest expense                                 102,904            563,480
   Incidental income                                (79,036)          (167,800)
                                               -------------       -------------
  Loss before extraordinary item                   (744,963)        (1,309,139)


  Extraordinary item, extinguishment
   of debts, no tax effect                          715,203            274,250
                                               -------------       -------------

  Net loss                                     $    (29,760)      $ (1,034,889)
                                               =============      =============


Basic and diluted per-share information:
  Loss before extraordinary item               $      (0.02)      $      (0.03)
  Extraordinary item                                   0.02               0.01
                                               -------------       -------------
  Net loss                                     $      (0.00)      $      (0.02)
                                               =============      =============
Weighted average shares outstanding:
  Basic and diluted                              38,537,805         41,166,031


See notes to financial statements.

                                                F-4

<PAGE>
<TABLE>
<CAPTION>

                                         TECHNOLOGY VISIONS GROUP, INC.
                               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                                        (A DEVELOPMENT-STAGE COMPANY)

                                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY

                                 FOR THE YEARS ENDED DECEMBER 31, 2000 (AS RESTATED), AND 2001

                                                                                      DEFICIT         NOTES
                                                  COMMON STOCK         ADDITIONAL   ACCUMULATED     RECEIVABLE
                                           -------------------------    PAID-IN      DURING THE        FROM
                                               SHARES      AMOUNT       CAPITAL  DEVELOPMENT STAGE  STOCKHOLDERS    TOTAL
                                           ------------- ----------- ------------- -------------   ----------- ------------
<S>                                          <C>         <C>         <C>           <C>             <C>         <C>
Balances at December 31, 1999                36,822,805  $   36,823  $ 12,173,493  $(15,530,825)   $        -  $(3,320,509)
 (as previously reported)

Effect of restatements:
  Accrued liabilities                                 -           -             -       (73,629)            -      (73,629)
  Impairment of patent                                -           -             -       (40,540)            -      (40,540)
  Cancellation of shares outstanding           (284,680)       (285)          285             -                          -
                                            ------------   ---------  ------------  ------------     --------- ------------
Balances at December 31, 1999
 (as restated)                               36,538,125     36,538     12,173,778   (15,644,994)            -   (3,434,678)

Issuance of stock for cash                      229,680         230        37,270             -             -       37,500
Net issuance of stock and options in
 exchange for notes payable, accrued
 interest and canceled stocks                 1,110,291       1,110       442,098             -             -      443,190
Exercised of 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 stock options
  issued for services                                 -           -        24,000             -             -       24,000
Value assigned to beneficial conversion
  features of convertible debt                        -           -       294,250             -             -      294,250
Value assigned to warrants issued under
  December 28, 2000 debt offering                     -           -        93,750             -             -       93,750
Net loss                                              -           -             -       (29,760)            -      (29,760)
                                            ------------   ---------  ------------  ------------     --------- ------------
Balance at December 31, 2000, as restated    39,639,792      39,640    13,446,728   (15,674,754)       (3,400)  (2,191,786)

Value assigned to options issued for
  consulting services                                 -           -        22,000             -             -       22,000
Issuance of stock for consulting services        26,786          26         3,723             -             -        3,749
Issuance of stock for cash                      572,916         573        79,427             -             -       80,000
Issuance of stock for conversion of
  convertible debentures and accrued
  interest                                    4,985,500       4,986       259,039             -             -      264,025
Issuance of stock for directors'
  services                                    1,300,000       1,300       244,700             -             -      246,000
Exercise of stock options                       100,000         100           900             -             -        1,000
Net loss                                              -           -             -    (1,034,889)            -   (1,034,889)
                                            ------------   ---------  ------------  ------------     --------- ------------

Balance at December 30, 2001                 46,624,994   $ 46,625   $ 14,056,517  $(16,709,643)     $ (3,400) $(2,609,901)
                                            ============  =========  ============= =============     ========= ============
</TABLE>

                                                        F-5
See notes to financial statements.

<PAGE>
<TABLE>

                                 TECHNOLOGY VISIONS GROUP, INC.
                       (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                                 (A DEVELOPMENT-STAGE COMPANY)

                                    STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                               FOR THE YEARS ENDED
                                                                                   DECEMBER 31,
                                                                           ------------------------------
                                                                               2000             2001
                                                                           ------------      ------------
                                                                           (as restated)
<S>                                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                 $   (29,760)      $(1,034,889)
  Adjustments to reconcile net loss to net cash used in operating
    activities:
       Depreciation and amortization                                            21,985             3,122
       Amortization of debt discounts                                            9,598           365,402
       Amortization of deferred finance cost                                     1,646            97,104
       Compensatory element of common stock and options                         24,000           246,000
       Extraordinary gain from extinguishment of debt                         (715,203)         (274,250)
       Issuance of stock for legal and consulting services                     101,971            25,749

    Cash provided by (used for) the change in assets and liabilities:
       Increase in accounts receivable                                               -          (152,674)
       Increase in accounts payable and accrued liabilities                    462,476           446,680
                                                                           ------------      ------------

       NET CASH USED IN OPERATING ACTIVITIES                                  (123,286)         (277,756)
                                                                           ------------      ------------

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of stock                                                   37,500            80,000
  Proceeds from exercise of stock options                                            -             1,000
  Proceeds from issuance of notes payable
    and convertible debentures                                                 424,000                 -
  Payments on notes to officers                                                (47,500)          (10,000)
  Deferred finance charges                                                     (98,750)                -
                                                                           ------------      ------------

       NET CASH PROVIDED BY FINANCING ACTIVITIES                               315,250            71,000
                                                                           ------------      ------------

INCREASE IN CASH                                                               190,371          (206,756)

CASH - BEGINNING                                                                79,358           269,729
                                                                           ------------      ------------

CASH - ENDING                                                              $   269,729       $    62,973
                                                                           ============      ============

SUPPLEMENTAL CASH FLOW INFORMATION:

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

    Income taxes paid were not significant

</TABLE>

See notes to financial statements.

                                               F-6

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                         (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND BUSINESS

         Technology Visions Group, Inc. (the "Company") was incorporated in the
         State of Delaware on April 29, 1985. On December 22, 2000, the company
         changed its name from Orbit Technologies Inc. Technology Visions Group,
         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 benefited from
         the commercialization of any of its technologies.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Going Concern
         -------------

         The accompanying financial statements have been prepared in conformity
         with accounting principles generally accepted in the United States,
         which contemplate continuation of the Company as a going concern.
         However, for the years ended December 31, 2000 and 2001, the Company
         incurred net losses of approximately $558,925 and $2,522,975,
         respectively, and as of December 31, 2001, had a stockholders'
         deficiency and a working capital deficiency of approximately $2,609,901
         and $455,881, 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. 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. There can be no assurance that management will be successful in
         its efforts to raise funding sufficient to fund its capital
         expenditures, working capital requirements and other cash requirements,
         including limited research and development through the next twelve
         months.

                                       F-7
<PAGE>

                          TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                         (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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 note holders, whereby $727,410 of
         principal and $362,413 of accrued interest was converted to equity.
         Also, during the year ended December 31, 2001, the Company converted
         $245,000 of principle and $19,025 of accrued interest into 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.

         Development-Stage Company
         -------------------------

         The Company is considered a development-stage company, with no
         operating revenues from the license of commercially viable technologies
         during the years presented, as defined by Statement of Financial
         Accounting Standards ("SFAS") No. 7. SFAS No. 7 requires companies to
         report their operations, shareholders deficit and cash flows since
         inception through the date that revenues are generated from
         management's intended operations, among other things. Management
         intends to license commercially viable technologies as its primary
         source of operating revenues. Since inception, no commercial-product
         technologies have been licensed, and accordingly, the Company is
         considered a development-stage company, as defined. Management has been
         unable to present its operations since inception, since such
         information is not available since its inception in 1985. Since
         inception, the Company has incurred operating losses totaling $17.2
         million, much of which relates to stock-based compensation to officers,
         directors and consultants as a means to preserve working capital. The
         Company's working capital has been generated through the sales of
         common stock and debt. In addition, significant research and
         development costs to develop technologies have been expended since
         inception. Management has provided certain financial data since January
         1, 1995 (the earliest practicable date for accumulating such
         information) in Note 13, which impacted the Company's results of
         operations and cash flows as a means to provide readers of the
         Company's financial information to make informed investment decisions.

         Restatement of Financial Statements
         -----------------------------------

         The Company restated its financial statements for the year ended
         December 31, 2000, to comply with accounting standards generally
         accepted in the United States ("US"). The effects of the Company's
         restatement on their results of operations for fiscal 2000 are as
         follows:

         Net loss, as previously reported                     $  (517,450)
           Decrease (increase) loss:
             Extraordinary gain from settlement of dispute        529,270
             Accrued liabilities                                  (44,805)
             Other                                                  3,225
                                                              ------------
           Net loss, as adjusted                              $   (29,760)
                                                              ============

         Net loss per share, as previously reported           $     (0.01)
         Extraordinary gain from settlement of dispute               0.01
         Accrued liabilities                                        (0.00)
         Other                                                       0.00
                                                              ------------
           Net loss per share, as adjusted                    $     (0.00)
                                                              ============

                                       F-8
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                         (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Impairment of patents

         Prior to December 31, 1999, the Company capitalized certain patent
         costs. Management determined that certain of these patents did not have
         future benefit at September 30, 1999 in accordance with SFAS No. 121,
         and certain rights to such patents was not certain. Accordingly,
         management determined that impairment of patents was required as of
         December 31, 1999. The effect was to increase shareholders' deficiency
         by $40,540 at that date. There was no effect on operations in 2000.

         Extraordinary item

         The Company accounted for a master agreement to settle disputes (see
         Notes by incorrectly by valuing the net common stock consideration
         tendered in the settlement. The Company determined that share
         consideration issued should be determined at fair value on the date of
         settlement. The change resulted in an extraordinary gain from the
         settlement of debt by $529,270.


         Use of Estimates
         ----------------

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States 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.

         Risks and Uncertainties
         -----------------------

         Technologies

         The Company's operations are subject to new innovations in product
         design and function. Significant technological changes can have an
         adverse effect on product lives. Design and development of new products
         are important elements to achieve profitability in this industry
         segment.

         Shareholder Dilution

         The Company's management has relied on the issuance of its common stock
         to provide working capital and provide compensation to officers,
         directors and consultants. The trading price of the Company's common
         stock has declined over time. If the Company continues to rely on the
         issuance of common stock to retain key management and consultants,
         based on current per-share prices, the existing shareholders may be
         significantly diluted in the future.

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

         The financial statements include various estimated fair value
         information at December 31, 2000 and 2001, 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.

                                         F-9
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                         (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


         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:

         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 may 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. However, management believes that the fair value may change
         substantially because of changes in the Company's liquidity.


         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.

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

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

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

             Furniture and fixtures                                   7
             Computer hardware and software                         3-5

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

         Patent costs which include legal costs and filing fees to acquire the
         patent 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. A valuation
         allowance is provided when it is more likely than not that the
         Company's deferred tax assets will not be realized through future
         operations.

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

         In December 1999, the Securities and Exchange Commission released SAB
         No. 101, "Revenue Recognition in Financial Statements," providing the
         staff's views in applying accounting principles generally accepted in
         the US to selected revenue recognition issues. The Company recognizes
         revenue from hardware and professional services rendered once all of
         the following criteria for revenue recognition has been met:


                                         F-10

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                             (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         1) Pervasive evidence that an agreement exists; 2) the services have
         been rendered; 3) the fee is fixed and determinable and not subject to
         refund or adjustment; and 4) collection of the amounts due is
         reasonably assured. The Company derives its revenue primarily from
         transaction and service fees associated with consulting services that
         the Company provides to its clients. Signed contracts are obtained from
         clients prior to recognition of these revenues. The Company adopted
         these provisions of SAB No. 101 with no material effect on the
         Company's financial position or results of operations.


         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.

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

         Under two contracts with prime contractors, the Company received
         proceeds of $79,036 and $163,195 during 2000 and 2001, respectively, to
         finance costs related to testing and evaluation of its products. The
         amounts received under these contracts have been reflected as a
         incidental income in the accompanying financial statements.


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

         As permitted by SFAS No. 123, "Accounting for Stock-Based
         Compensation", the Company accounts for its stock-based compensation
         involving employee 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 pro forma effects
         of accounting for these arrangements using the Black-Scholes valuation
         model to determine fair value as supplemental disclosure. Stock options
         and warrants issued to non-employees are accounted for under the fair
         value method as required by SFAS No. 123 and EITF 00-27. Interpretation
         No. 44 of APB No. 25 clarifies certain transactions affecting
         employees.

         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 using the
         effective interest method.

         Financing costs in connection with the December 2000 convertible
         debenture offering is being amortized over the maturity period of the
         debt (1 year) using the effective interest method, commencing on
         December 28, 2000, in accordance with Emerging Issues Task Force
         ("EITF") topic number 00-27.

                                      F-11
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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.


         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. There were
         no adjustments to the carrying value of long-lived assets in 2000 and
         2001.


                                      F-12

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          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. The adoption of this standard
         had no impact on its financial position and results of operations.

         In July 2001, the Financial Accounting Standards Board (FASB) issued
         Statements of Financial Accounting Standards No. 141 (SFAS 141),
         "Business Combinations," which eliminates the pooling method of
         accounting for business combinations initiated after June 30, 2001. In
         addition, SFAS No. 141 addresses the accounting for intangible assets
         and goodwill acquired in a business combination. This portion of SFAS
         No. 141 is effective for business combinations completed after June 30,
         2001. The Company does not expect SFAS No. 141 will have a material
         impact on the Company's financial statements.

         In July 2001, the FASB issued SFAS No. 142, "Goodwill and Intangible
         Assets," which revises the accounting for purchased goodwill and
         intangible assets. Under SFAS No. 142, goodwill and intangible assets
         with indefinite lives will no longer be amortized and will be tested
         for impairment at least annually. Intangible assets with definite live
         will be amortized over the estimated life. SFAS No. 142 is effective
         for fiscal years beginning after December 15, 2001, with earlier
         adoption permitted. The Company is currently assessing the impact of
         this statement on its results of operations, financial position and
         cash flows.

          In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
          Retirement Obligations." This statement provides accounting and
          reporting standards for costs associated with the retirement of
          long-lived assets. This statement requires entities to record the fair
          value of a liability for an asset retirement obligation in the period
          in which it is incurred. When the liability for the retirement is
          initially recorded, the entity capitalizes the cost by increasing the
          carrying amount of the related long-lived asset. Over time, the
          liability is accreted to its present value each period, and the
          capitalized cost is depreciated over the useful life of the related
          asset. Upon settlement of the liability, an entity settles the
          obligation for its recorded amount or incurs a gain or loss upon
          settlement. The Company will be required to adopt this statement no
          later than January 1, 2003. The Company does not believe the impact on
          its results of operations, financial position and cash flows will be
          significant.

          In October 2001, the FASB issued SFAS No. 144, "Accounting for the
          Impairment or Disposal of Long-Lived Assets." This statement replaces
          SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
          for Long-Lived Assets to Be Disposed Of." However, it retains the
          fundamental provisions of SFAS No. 121 for recognition and measurement
          of the impairment of long-lived assets to be held and used, and for
          measurement of long-lived assets to be disposed of by sale. This
          statement applies to all long-lived assets, including discontinued
          operations, and replaces the provisions of APB Opinion No. 30,
          "Reporting Results of Operations-Reporting the Effects of Disposal of
          a Segment of a Business," for the disposal of segments of a business.
          This statement requires that those long-lived assets be measured at
          the lower of carrying amount or fair value less cost to sell, whether
          reported in continuing operations or in discontinued operations. The
          Company will be required to adopt this statement no later than January
          1, 2002. The Company is currently assessing the impact of this
          statement on its financial statements.

                                      F-13
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment, net, consist of the following at December 31,
         2001:

              Computer equipment                              $    8,720
              Office furniture and fixtures                       46,605
              Research laboratory furniture and fixtures          65,087
              In-process machinery                               223,064
                                                               ----------

                      Sub-total                                  343,476

              Accumulated depreciation and impairments          (336,397)
                                                              -----------

                                                              $    7,079
                                                              ===========

         Depreciation expense for the years ended December 31, 2000 and 2001 was
         $20,185 and $1,322, respectively.



NOTE 4 - INTANGIBLE ASSETS

         Intangible assets consist of the following at December 31, 2001:

              Patent costs                              $   30,596
              Accumulated amortization                     (12,058)
                                                        -----------

                                                        $   18,538
                                                        ===========

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

         Amortization expense for the years ended December 31, 2000 and 2001 was
         $1,800 and $1,800 respectively.

NOTE 5 - NOTES PAYABLE

<TABLE>
<CAPTION>
         Notes payable consist of the following at December 31, 2001:

         <S>      <C>                                                                     <C>
         a)       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
                  During the year ended December 31, 2000 and 2001, $47,500,
                  and $10,000 was paid off respectively towards the principal.
                  No payments were made on interest. During 2002, the officers
                  entered into a standstill agreement with the Company in which
                  the officers agreed to forebear any collection of this debt
                  through December 31, 2002.  As of December 31, 2001 the Company
                  had accrued $62,538 of interest                                         $122,341

                                              F-14
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - NOTES PAYABLE (continued)


         b)       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 12%. 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
                  extraordinary loss from extinguishment of debt of $28,798
                  in the accompanying 2000 financial statements with respect
                  to the additional shares that were issued to induce the
                  note holder to convert. Debt conversion expense on the additional
                  shares was calculated at the fair market value of the shares at
                  the time of conversion.  As of December 31, 2001 the Company have
                  accrued $16,500 of accrued interest.During 2002, the noteholder
                  entered into a standstill agreement with the Company and agreed to
                  forebear any collection of this debt through December 31, 2002.         $ 60,000

         c)       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, 2001, the Company has defaulted on
                  semi-annual interest payments totalling $153,310. The
                  installment note is collateralized by the Company's rights,
                  titles and patents, technology known as "Polymer Encapsulation
                  Technology".  During 2002, the creditor entered into a standstill
                  agreement with the Company in which the officers agreed to forebear
                  any collection of this debt through December 31, 2002.                $  299,500

         d)       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 totaling $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. There is no stated rate of interest and
                  due on demand                                                              6,000
                                                                                        -----------
                                                                                           487,841
                            Less current maturities                                          6,000
                                                                                        -----------
                                                                                        $  481,841
                            Long-term debt                                              ===========
</TABLE>


                                      F-15
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - NOTES PAYABLE (continued)


      Future annual debt maturities as of December 31, 2001 are as follows:

      Year ending September 30,

         2002                           $    6,000
         2003                              481,841
                                        -----------
                                        $  487,841
                                        ===========


         The Company had promissory notes aggregating $170,000, all of which
         were past due, with interest at 15%. During 1999, the Company reversed
         $120,000 of these notes, which date back to 1992 and 1993. During the
         year ended December 31, 2000, the Company reversed the remaining
         $50,000 of these notes, which date back to 1993. The California statute
         of limitations for unsecured creditors to bring legal action against a
         company for breach of contract is four years. The amounts written-off
         exceeded this time frame. The gain is reflected in the accompanying
         2000 financial statements as extraordinary income from extinguishment
         of debt of $109,375, which includes $59,375 of accrued interest related
         to these notes.

         The Company had promissory notes aggregating $274,250, all of which
         were past due. During 2001, the Company reversed all of these notes,
         which date back to 1995. The amounts written-off exceeded the
         California statute of limitations for unsecured creditors time frame.
         The gain is reflected in the accompanying 2001 financial statements as
         extraordinary income from extinguishment of debt.

         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 extraordinary loss from the settlement of debt of $43,300 in
         the accompanying 2000 financial statements with respect to the
         additional shares that were issued to induce the noteholder to convert.
         This expense on the additional shares was calculated at the closing bid
         price per share shares at the time of conversion.

                                      F-16

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - 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 master settlement agreement, the Company converted to
         equity $600,000 of principal and $372,355 of accrued interest relating
         to these notes (see Note ). The Company recognized an extraordinary
         gain from this transaction of $529,270.

NOTE 6 - CONVERTIBLE DEBENTURES

         On December 28, 2000, the Company issued, 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 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%. During 2001, the holders of the debentures elected to convert
         $245,000 of principal and $19,025 of interest into 4,985,500 of shares
         of the Company's common stock. The conversion price ranged between
         $0.03 and $0.12 per share.

         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 discount to the
         carrying value of the debenture. The discount was amortized on the
         effective interest method over the maturity period of one year as
         interest expense. For the years ended December 31, 2000 and 2001,
         amortization of such discount amounted to $9,598 and $271,652,
         respectively.

         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 costs of $43,750.
         The Company amortized such costs over one year. For the years ended
         December 31, 2000 and 2001, amortization of such costs amounted to
         $1,646 and $97,104, respectively.


                                      F-17

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - CONVERTIBLE DEBENTURES (Continued)

         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 7 - COMMITMENTS AND CONTINGENCIES

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

         The Company leases a portion of its capital equipment and certain of
         its facilities under operating leases that expire at various dates
         through 2005. Rental and equipment lease expense was $19,149 and
         $21,081 during the years ended December 31, 2000 and 2001,
         respectively.

         Future annual minimum lease payments as of December 31, 2001:

                                                Capital          Operating
                                                 Leases            Leases
                                                -------          ---------

                              2002               2,151              27,538
                              2003               2,151              28,480
                              2004               2,151              22,960
                              2005               1,255                 883
                                             ----------           ---------
                                             $   7,708            $ 79,861
                                                                  =========
Less amount representing interest               (1,252)
                                             ----------
Present value of net minimum lease payments
  under capital leases                       $   6,456
                                             ==========

Assets recorded under capital leases as of December 31, 2001, consist of
computer equipment totaling $7,126 less accumulated amortization of $792.


                                      F-18

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 7 - COMMITMENTS AND CONTINGENCIES (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, 2000 and 2001, the expense
         recorded under the remaining agreements amounted to $213,750 and
         $252,000. At December 31, 2001, unpaid obligations under these
         agreements amounted to $1,454,902 and are convertible into common stock
         10% discounted at $0.32 per share for compensation earned through 2000
         and at $0.05 per share in 2001. During 2002, the officers and directors
         entered into a standstill agreement with the Company in which the they
         agreed to forebear any collection of this debt through December 31,
         2002.


         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.

         Each board member was granted 100,000 shares of common stock under this
         plan for the year ended December 31, 2001. No compensation was earned
         under this plan in the year ended and 2001.

                                      F-19

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 7 - COMMITMENTS AND CONTINGENCIES (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 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.

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

                  December 31, 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 a
                  master settlement agreement for certain disputes. the Company
                  cancelled 4,734,799 shares of previously issued common stock
                  valued at $1,467,788 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 valued at $1,910,978 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%

                  The Company recognized extraordinary gain from this agreement
                  for the settlement of debt of $529,270 (Notes 5 and 9)

                  During the year 2000, the Company issued 517,765 shares of
                  common stock for legal and research and development 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-20

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' EQUITY (Continued)

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

                  December 31, 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 extraordinary loss on debt conversion of
                  $28,798 in the accompanying 2000 financial statements with
                  respect to the additional shares that were issued to induce
                  the note older 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
                  $0.01 per share. The options, which were exercised, were
                  granted in 1996. The Company has a stock subscription
                  receivable due from the individual for the exercise price of
                  these options.

                  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 an
                  extraordinary loss from debt conversion of $43,300 in the
                  accompanying 2000 financial statements with respect to the
                  additional shares that were issued to induce the note older 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.

                  December 31, 2001
                  -----------------

                  During the first quarter of 2001, the Company issued 26,782
                  shares of common stock for consulting fees totaling $3,749.

                  During the second quarter of 2001, the Company issued 238,095
                  shares of common stock for proceeds of $50,000.

                  During the third quarter of 2001, the Company converted
                  $105,000 of convertible debentures and related accrued
                  interest into 1,443,582 shares of common stock.

                  During the third quarter of 2001, two directors of the Company
                  were issued 1,300,000 shares of common stock at a price
                  ranging between $0.20 and $0.22 per share for services
                  rendered. In connection with this issuance, the Company
                  recorded compensation expense totaling $246,000.

                  During the fourth quarter of 2001, the Company converted
                  $140,000 of convertible debentures and related accrued
                  interest into 3,541,918 shares of common stock.

                  During the fourth quarter of 2001, the Company issued 334,821
                  shares of common stock for proceeds of $30,000.

                                      F-21
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' EQUITY (Continued)

                  During the fourth quarter of 2001, a consultant exercised
                  100,000 non-qualified stock options at an exercise price of
                  $.01 per share. These options were granted during the third
                  quarter of 2001. The Company recorded a charge of $22,000 for
                  the fair value of these options.

         b)       Warrants

                  Pursuant to the Convertible Debenture financing completed in
                  December of 2000 (Note 6), 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. The warrants have not been exercised.

         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.

                                         F-22

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 - STOCKHOLDERS' EQUITY (Continued)

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

                           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.

                           There were no grants during the years presented.

                  (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.

                           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 using the black-scholes
                           option option pricing model using the assumptions
                           listed below. Both those amounts were charged to
                           operations in 2000.

                           During the third quarter of 2001, the Company granted
                           a consultant 100,000 non-qualified stock options at
                           an exercise price of $.01 per share for services
                           rendered. The Company valued these options using the
                           fair value method and recorded consulting expense of
                           $22,000 based on the Black-Scholes option pricing
                           model with the following assumptions:

                           Risk-free interest rate               3.25%
                           Expected life                         1 year
                           Expected volatility                   131%
                           Dividend yield                        -%

                                      F-23
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          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, 2000 and 2001:

<TABLE>
<CAPTION>
                                                      Weighted                                Weighted
                                   Incentive           Average         Non-Qualified           Average
                                 Stock Options     Exercise Price      Stock Options       Exercise Price
                                  -----------        -----------        -----------          -----------
<S>                                  <C>             <C>                 <C>                 <C>
Outstanding - 12/31/99               516,400         $     0.79          4,680,672           $     0.20
                                                     -----------                             -----------

Options granted - 2000:
  Outside the option plan
  ($0.45-$0.50)                            -                  -          1,250,000                 0.49
Options expired/cancelled:
  Outside the plan ($1.06)                 -                  -            (50,000)                1.06
Options exercised ($0.01)                  -                  -           (340,000)                0.01
                                  -----------        -----------        -----------          -----------
Outstanding - 12/31/00               516,400         $     0.79          5,540,672                 0.27
                                                     -----------                             -----------

Options granted - 2001:
  Outside the option plan ($0.01)          -                  -            100,000                 0.01
Options expired/cancelled:
  Outside the plan ($0.50)                 -                  -           (500,000)                0.50
Options exercised ($0.01)                  -                  -           (100,000)                0.01
                                  -----------        -----------        -----------          -----------

Outstanding - 12/31/01               516,400         $     0.79          5,040,672           $     0.25

Outstanding at 12/31/01:
-------------------------
  1995 stock option plan
    ($0.50-$0.87/share)              516,400         $     0.79                -             $       -
  1995 stock option plan
    ($0.01/share)                          -                  -          2,244,976                 0.01
  Outside the option plan -
    consultants
    ($0.01-$0.87/share)                    -                  -          1,195,696                 0.14
  Outside the option plan -
    directors and officers
    ($0.50-$1.00/share)                    -                  -            500,000                 1.00
  Outside the option plan
    Other ($0.50)                          -                  -          1,100,000                 0.50
                                  -----------        -----------        -----------          -----------

Outstanding - 12/31/01               516,400         $     0.79          5,040,672           $     0.25
                                  ===========        ===========        ===========          ===========
</TABLE>
<TABLE>
<CAPTION>
<S>                                        <C>                                    <C>
Total Value at Option Price                $   406,200                           $ 1,239,847
                                           ============                           ===========
Total Exercisable Value at
    Option Price                           $   406,200                            $ 1,239,847
                                           ============                           ===========
</TABLE>

                                      F-24

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 - STOCKHOLDERS' EQUITY (Continued)

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

                  (3) 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
                                              ---------------------------
                                                 2000             2001
                                              -----------     -----------
Warrants to purchase common stock                375,000         375,000
Convertible Debt (assumed conversion at
    December 31, 2001 market value price
  at largest discount)                         3,613,524      16,123,556
Options to purchase common stock               4,957,072       3,190,672
Accrued salaries (assumed conversion
  at December 31, 2001 market value
  price and at 10% discount)                   5,238,878      27,041,593
                                              -----------     -----------
      Incremental shares                      14,184,474      46,730,821
                                              ===========     ===========

                  Assuming a market price per share on April 5, 2002 of $0.08,
                  the total dilution would have been 33,766,409 shares.


NOTE 9 - EXTRAORDINARY ITEM


         SFAS No. 4 "Reporting Gains and Losses from Extinguishment of Debt"
         specifies that material debt extinguishment gains and losses be
         classified as extraordinary items.

         Extraordinary item consists of the following for the years ended
         December 31:
<TABLE>
<CAPTION>
                                                               2000            2001
                                                            ----------      ----------
<S>                                                         <C>           <C>
a) Loss from issuance of common stock shares exceeding
     value to the carrying balance of debt                  $ (72,098)    $         -
b) Gain from statutory write-off of debts (Note 5)            258,031         274,250
c) Gain from master settle agreement(Notes 5 and 8)           529,270               -
                                                            ----------      ----------

   Total                                                    $ 715,203       $ 274,250
                                                            ==========      ==========
</TABLE>

         See Notes 5 and 8.


NOTE 10 - INCOME TAXES

         The Company was not required to provide for a provision for income
         taxes for the years ended December 31, 2000 and 2001 as a result of net
         operating losses incurred during those years.

                                      F-25

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 10 - INCOME TAXES (Continued)

         The components of deferred tax assets and liabilities at December 31,
         2001 consist of the following:

         Deferred Tax Assets:
             Net operating loss carryforwards              $3,270,000
             Tax effects of temporary differences (*)       1,849,000

                 Total Gross Deferred Tax Assets            5,119,000

             Less: Valuation allowance                     (5,119,000)
                                                           -----------

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

         (*)      Temporary differences that give rise to the deferred tax asset
                  at December 31, 2001 are primarily: compensatory element of
                  grants of stock options, awards of common stock, allowance
                  against equipment expenditures, and deferred officers'
                  compensation.

         The valuation allowance for deferred tax assets decreased $103,000 in
         2001 and decreased $ 195,000 in 2000.

         As of December 31, 2001, the Company had available approximately $10.5
         million 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. These carry forwards expire from
         2002 through 2021 for federal tax reporting purposes.

         The Company's valuation allowances have reduced the estimated federal
         tax rate of 34% to 0% for the years presented.


                                      F-26
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

         Non-Cash Financing and Investing Activities
         -------------------------------------------

         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)       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.

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

         During the Year Ended December 31, 2001:

         a)       The Company acquired property and equipment totaling $7,126 by
                  entering into a capital lease agreement

         b)       The Company issued 4,985,500 shares of common stock for
                  conversion of $245,000 of notes payable, plus $19,025 of
                  accrued interest.

         c)       An individual exercised 100,000 non-qualified stock options at
                  an exercise price of $0.01.

                                         F-27
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (FORMERLY ORBIT TECHNOLOGIES INC. AND SUBSIDIARIES)
                          (A DEVELOPMENT-STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


Note 12 - Development-Stage Activities

         As discussed on Note 2, the Company is a development-stage company.
         Management has prepared the following cumulative data about its results
         of operations and cash flows from January 1, 1995 through December 31,
         2001:

         Statement of Operations Data

         Revenues                                                $         -
         Stock-based compensation                                  2,354,781
         Research and development                                    503,211
         General and administrative                                5,060,214
         Other                                                       (57,064)
         Net loss                                                $ 8,180,398

         Cash Flows Data

         Cash Flows Used in Operating Activities                  (2,840,424)
         Cash Flows Used in Investing Activities                     300,395

         Cash Flows From Financing Activities:
         Proceeds from issuances of common stock                      458,743
         Net proceeds from issuance of Debt                         3,213,050
         Cash Flows Provided by Financing Activities                3,398,913


Note 13 - Subsequent Events

Common Stock
------------

         During the first quarter of 2002, the Company issued 500,000 registered
         shares of the Company's common stock under an S-8 filing, and granted
         options to purchase 250,000 registered shares under an S-8 filing that
         are exercisable at $0.15 per share of the Company's common stock at an
         exercise price of $0.15 per share, for legal fees incurred in 2001
         totaling $27,357.

         During the first quarter of 2002, the Company issued 4,650,000 shares
         of common stock for proceeds of $145,000. The shares were sold at
         prices ranging between $0.02 and $0.04 per share.

         During the first quarter of 2002, the Company converted $12,409 of
         convertible debentures and related accrued interest into 620,474 shares
         of common stock.

         During the first quarter of 2002, the Company converted $150,000 of
         accrued salaries to two officers in to a total 5,000,000 registered
         shares of common stock at the conversion rate of $0.03 per share. These
         shares were registered under an S-8 filing

         During the first quarter of 2002, the Company authorized the issuance
         1,000,000 shares of common stock as a consideration for a licensing
         agreement whereby, the Company would acquire an exclusive license from
         an unrelated third party. The shares are valued at $30,000 on the date
         of grant.

         During the first quarter of 2002, the Company adopted the 2002
         non-qualified stock plan and reserved 1.5 million shares of the
         Company's common stock to be registered under Form S-8.


                                      F-28