<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002      COMMISSION FILE NUMBER  0-25548

                         TECHNOLOGY VISIONS GROUP, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                            84-100269
--------------------------------                     ---------------------------
(State or Other Jurisdiction of                      (I.R.S. Employer I.D.  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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                 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 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. [ ]

           State issuer's revenues for its most recent fiscal year: $0

The aggregate market value of the voting and non-voting common equity stock held
by non-affiliates based on the closing stock price as reported by the Over-the
Counter: Bulletin Board "OTC:BB" of the NASD, as of March 31, 2003 was
approximately $3,388,728.

                 CLASS                          OUTSTANDING AT MARCH 31, 2003
     Common Stock, $.001 par value                    60,985,852 shares

Transitional Small Business Disclosure Format (check one):  Yes [ ]   No  [XX]

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     PART I

Item 1.  Description of business...............................................3

Item 2.  Description of property...............................................9

Item 3.  Legal proceedings.....................................................9

Item 4.  Submission of matters to a vote of security holders...................9

                                     PART II

Item 5.  Market for common equity and related stockholder matters..............9

Item 6.  Management's discussion and analysis or plan of operation............11

Item 7.  Financial statements.................................................14

Item 8.  Changes in and disagreements with accountants on
         accounting and financial disclosure..................................14

                                    PART III

Item 9.  Directors, executive officers, promoters and control persons;
         compliance with Section 16(a) of the Securities Exchange
         Act of 1934..........................................................15

Item 10. Executive compensation...............................................17

Item 11. Security ownership of certain beneficial owners and management and
         related stockholder matters..........................................18

Item 12. Certain relationships and related transactions.......................20

Item 13. Exhibits and reports on Form 8-K.....................................21

Item 14. Controls and procedures..............................................22

                                       2
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                                     PART I

FORWARD-LOOKING STATEMENTS

This Form 10-KSB contains forward-looking statements that involve risks and
uncertainties. Forward-looking statements can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend," "plans,"
"anticipate," "estimate," or "continue" or the negative thereof or other
variations thereon or comparable terminology. The matters described herein and
certain other factors noted throughout this report and in any exhibits to this
report, constitute cautionary statements identifying important factors with
respect to any such forward-looking statements including certain risks and
uncertainties, that could cause actual results to differ materially from those
in such forward-looking statements.

ITEM 1.  DESCRIPTION OF BUSINESS

History of Technology Visions
-----------------------------

Technology Visions Group, Inc. ("Technology Visions" or the "Company") 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. A change in control occurred in 1995 when current management
became involved. As such, management has defined inception as January 1, 1995
for financial reporting purposes.

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. Since 1995, Technology Visions has not
generated revenues from its intended operations.

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. These technologies include Polymer Encapsulation
Technology ("PET") and GMENT treatment and stabilization systems, designed for
use with low-level radioactive waste clean up. None of the technologies are
currently in commercial use.

Business activities over the past two years have focused predominantly on
identifying, developing and familiarizing potential end users, or consumers, of
PET and GMENT treatment and stabilization systems, including governmental
entities, with the testing and evaluation work completed and funded to date by
Lockheed Martin Idaho Technology Co. ("Lockheed") and Bechtel BWXT Idaho LLC
("Bechtel"). Technology Visions functions as a subcontractor to Lockheed and/or
Bechtel BWXT and is paid a fixed fee for each contract, which must be completed
within the designated time frame. Technology Visions is responsible for
completing the test and evaluation tasks designated by the contractor. The
contractor then submits a final report with recommendations to the U.S.
Department of Energy ("DOE").

Technology Visions believes that the approval of the GMENT material by federal
and state agencies for the treatment and stabilization of buried low-level mixed
waste in identified areas of the Subsurface Disposal Area ("SDA") located at the
DOE site in Idaho Falls, Idaho, could provide initial and significant revenues
for the company. Technology Visions also believes that with the acceptance and
approval of GMENT in Idaho, opportunities exist at other DOE waste sites within
the United States that have similar waste problems and offer potential future
revenues.

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Since 1995, Technology Visions has spent approximately $685,506 for research and
development activities. In the last two fiscal years, Technology Visions has
spent approximately $182,296 for research and development activities. Research
and development expenses consist of the preparation of PET and GMENT product
samples for evaluation in the encapsulation of low-level radioactive waste for
final disposal or as a method for transporting waste to an interim or final
disposal site. These costs were borne directly by Technology Visions.

THE TECHNOLOGIES

Technology Visions is focused on commercializing PET and GMENT for use in the
environmental waste cleanup market.

Technology Visions has completed product test and evaluation on PET and GMENT
for Lockheed Martin and Bechtel in conjunction with contracts awarded by the DOE
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.

1. Polymer Encapsulation Technology ("PET")

Since 1995, Technology Visions has focused on the development and use of its
polymer-based 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 the 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 has completed test and evaluation contracts on PET for
Lockheed Martin and Bechtel in conjunction with testing for the U.S. Department
of Energy, Idaho Operations Office, in Idaho Falls, Idaho. The Idaho Falls site
is one of many United States waste management sites containing one form or


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another of either radioactive, toxic and/or hazardous waste requiring cleanup
processing. The final report on PET prepared by Bechtel BWXT LLC/ INEEL
recommended in its submittal to the DOE that a pilot plant demonstration be
conducted to test and evaluate engineering criteria, disposal parameters and
product transportation scenarios. Other recommendations included encapsulation
and mixing studies utilizing actual radioactive materials.

Future business activities for PET will include implementation of the
recommendations of the final report submitted to the DOE as a result of the
completed test and evaluation contracts funded by Lockheed Martin and Bechtel.
The cost estimate to complete the recommendations from the report is $250,000
with an expected time to complete of 12 to 18 months after funding has become
available.

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 DOE and the University of Arizona. The
paper, which was submitted for consideration by Bechtel, 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 Bechtel.
Technology Vision's presentation, entitled "POLYSILOXANE ENCAPSULATION OF
CALCINE WASTE," was presented in the Nuclear Materials Stabilization and
Disposition technical session.

2. GMENT Technology

In the spring of 2000, Technology Visions jointly developed with Advanced Grout
Systems Ltd. a second product suitable for waste cleanup, GMENT. Advanced Grout
Systems, Ltd. has exclusively licensed GMENT to Technology Visions for
distribution, marketing and sale. GMENT is a cementitous grout that contains
proprietary materials that not only stabilize certain wastes but also treat
specific hazardous elements within the waste. The GMENT grouting process may be
used to entomb high contaminant waste buried in low-level radioactive mixed
waste. The grouting process provides a safe, low cost method to contain the
waste versus excavating, transporting and the separate processing of the buried
waste. It has been developed for use in the containment of mixed low-level
in-situ waste and has successfully completed laboratory, field implementability
testing and a field pilot evaluation under a contract funded by Bechtel. GMENT
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 between 6,000 and 8,000 psi.

Low-level subsurface contaminated wastes are those wastes that have the
potential to be remediated without excavation using technology strategies that
destroy, isolate, or prevent any further spread of contaminants into the
surrounding environment. When the GMENT solution cures, the process binds toxic
and hazardous contaminates and encapsulates or entombs 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 thousands of
years. Because this type of treatment occurs in place, both costs and the risks
of exposure are reduced significantly versus retrieving the waste by excavation
for further processing.

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 a radioactive mixed
waste pilot site at the Subsurface Disposal Area at the DOE site in Idaho Falls,
Idaho. The technology is ready for commercialization and deployment to the
field.

                                       5
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CURRENT STATUS

In June 2000, Bechtel awarded Technology Visions a contract to evaluate six
grout materials submitted by different manufacturers for the stabilization and
encapsulation of DOE'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. 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 of this waste is stored at the Idaho Falls site.

The laboratory 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, including GMENT, should be taken to the field for Phase II
testing.

In April 2001, the Phase II Field Implementability Testing was conducted by
Applied Geotechnical Engineering and Construction Company at a site located near
Richland, Washington. Upon completion of the field-testing, GMENT was the grout
selected from the three candidates for the Phase III Pilot Scale Evaluation to
be conducted at the Cold Test Pit at the Idaho DOE facility in October 2001.
Technology Visions provided 95 tons of GMENT grouting material for the Phase III
Pilot Scale Field Evaluation.

During the Phase III Pilot Scale Field Evaluation, GMENT was blended into a
solution using a high shear mixer located at a ready mix concrete plant located
in Idaho Falls, Idaho. The mixture was then delivered to the INEEL Cold Test Pit
Site, adjacent to the INEEL Radioactive Waste Management Complex, and jet
grouted into a subsurface trench containing low-level radioactive buried mixed
waste.

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 a vortex mixing
system. The GMENT 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 containing a
mixture of GMENT, buried waste and soil.

Testing results met all criteria established by state and federal regulatory
agencies. Bechtel will prepare the final report for submittal to the DOE,
Assistant Secretary for Environmental Management. This report is expected in
April 2003. The DOE reviews the report and will either submit it to other
federal and state agencies including the State of Idaho, EPA and other local
interest groups for input and final approval, or request that additional work be
completed prior to those submissions. It is estimated that this approval process
could take between 6 and 18 months.

3. New Technologies

Technology Visions intends to continue to acquire or obtain licenses to use
technologies that have multiple market applications. Technology Visions' ability
to market existing technologies and acquire new technologies may ultimately be
limited by its lack of financial resources.

MARKET

Technology Visions is focused on commercializing technologies for use in the
environmental waste cleanup market and to date has focused on the cleanup
requirements necessary at the DOE sites located throughout the United States.
Today, the government's estimated cost for environmental waste cleanup at these
sites is between $230 and $300 billion. That figure does not include the costs
for removal of pollutants from either water or silt that has been deposited in
our rivers and oceans.

                                       6
<PAGE>

Currently, Technology Visions is focused on the development and use of the PET
and GMENT treatment and stabilization technologies as advanced environmental
technological solutions to various radioactive and toxic waste materials the DOE
has identified for final disposal.


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
that will best exploit this technology. This plan may require Technology Visions
or the licensee to raise additional funds and exploit the technology through
various means, 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.

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 are utilized to advise management in specific professional
areas. Because of their increasing familiarity with Technology Visions, this
pool of advisors and consultants represent a potential permanent staff when the
funding permits. These consultants and advisors have been compensated on a
contingent fee basis related to performance criteria and the successful
execution of responsibilities. None of the consultants are affiliates of
Technology Visions. Additional site personnel and administrative staff will be
added as it is deemed appropriate and necessary to support the revenue stream,
if any.

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


                                       7
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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 GMENT have passed all standard tests,
including the American Society of Testing Materials certification required by
the contracts with Lockheed Martin and Bechtel, the EPA and state and federal
agencies.

The final report on PET prepared by Bechtel BWXT LLC/ INEEL recommended in its
submittal to the DOE that a pilot plant demonstration be conducted to test and
evaluate engineering criteria, disposal parameters and product transportation
scenarios. Other recommendations included encapsulation and mixing studies
utilizing actual radioactive materials.

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 DOE publishes its Environmental Impact Statement, which will
specifically address the PET technology. The additional work necessary to
complete the commercialization of PET cannot begin until the required funding is
available and will require an estimated 12 to 18 months for completion.

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 their
products obsolete even before they are commercially marketed. Technology Visions
is aware of other products that perform similar functions to PET and GMENT.
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, does not emit
any off-gas. Further, PET can process higher amounts of waste and therefore,
reduce transportation and storage costs. 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. Grout usage for in-situ containment, or
isolating a waste from the environment without disturbing it, focuses on
treating, encapsulating, and solidifying the waste into a durable, solid, water
resistant mass underground which forms a homogeneous monolith. While
conventional construction-type grouts have been evaluated, the high water
content of the cement mixture used in this grouting makes a relatively permeable
substance that does not adequately stabilize some wastes. In contrast, in
certain subsurface applications, the GMENT treatment and stabilization system
provides superior technical performance and reduced costs and risks over current
technologies.

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Vitrification involves an incineration process utilizing high temperatures to
convert waste into a rock or glass-like material. It is extremely 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 GMENT material are 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 $2,490 per month. The lease expires in July 2004.

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 are no asserted or unasserted claims 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

(a)      MARKET INFORMATION

Since April 29, 1994, Technology Visions' common stock has been listed on the
NASD OTC Electronic Bulletin Board ("OTC:BB") and continues to be traded on this
market on a limited basis. Technology Visions trades under the symbol "TVGR."

The following table shows the high and low bid prices as reported by the OTC:BB
for the Company's common stock for the years ended December 31, 2002 and 2001.
The bid prices represent inter-dealer quotations, without adjustments for retail
mark-ups, markdowns or commissions and may not necessarily represent actual
transactions.

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                                          Bid Price of Common Stock
                                          -------------------------
      Year 2001
    Quarter Ended                         High                     Low
-----------------------               -------------           -------------
      3/31/2001                          $ 0.45                  $ 0.12
      6/30/2001                          $ 0.31                  $ 0.12
      9/30/2001                          $ 0.35                  $ 0.10
      12/31/2001                         $ 0.17                  $ 0.05

      Year 2002
    Quarter Ended                         High                     Low
-----------------------               -------------           -------------
      3/31/2002                          $ 0.18                  $ 0.03
      6/30/2002                          $ 0.13                  $ 0.05
      9/30/2002                          $ 0.18                  $ 0.05
      12/31/2002                         $ 0.19                  $ 0.06


(b)      HOLDERS

As of December 31, 2002, there were approximately 2,500 holders of record of the
Company's common stock. The transfer agent for the Company is American Stock
Transfer and Trust of New York, New York.

(c)      DIVIDENDS

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.

(d)      SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

This information is located in Item 11, Security Ownership of Certain Beneficial
Owners and Management.


RECENT SALES OF UNREGISTERED SECURITIES

During the fourth quarter of 2002, the Company issued 516,575 shares of
restricted common stock for proceeds of $27,500. The shares were sold at prices
ranging between $0.04 and $0.08 per share in a private placement intended to be
exempt from registration under section 4(2) and/or Regulation D of the
Securities Act of 1933. The shares were generally sold at a 20% discount to
closing prices based on a five-day average prior to the sale.

                                       10
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ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

Since 1996, Technology Visions has focused on the development and use of its
polymer-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 GMENT, a specialized grout treatment and
stabilization technology as a method for subsurface waste stabilization.

Technology Visions has completed customer-sponsored contracts for Lockheed
Martin Idaho Technologies Company ("Lockheed") and Bechtel BWXT, in conjunction
with the DOE, 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 to Lockheed and/or
Bechtel BWXT and is paid a fixed fee for each contract, which must be completed
within the designated time frame. Technology Visions is responsible for
completing the test and evaluation tasks designated by the contractor. The
contractor then submits a final report with recommendations to the DOE.

In May 1999, Lockheed 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 smelter. 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 DOE also recommended that a pilot plant
demonstration be conducted to test and evaluate engineering criteria, disposal
parameters and product transportation scenarios. Other recommendations included
encapsulation and mixing studies utilizing actual radioactive materials.

The test results of the Lockheed Martin Company and Bechtel testing and
evaluation contracts demonstrates PET's potential in encapsulating radioactive
waste. The marketing strategy is to build upon this potential in the government
and private sectors where Technology Visions' system will be used in the
containment of various radioactive and heavy metal wastes. Technology Visions
plans to develop strategic relationships with prime contractors throughout the
waste management industry.

To commercialize the PET technology and obtain governmental approval for its
use, Technology Visions must complete the additional testing recommended in this
report. Funding for the completion of this work is estimated by the company at
$250,000. It is also estimated that once funding becomes available to begin this
work, it will require 12 to 18 months to complete.

Currently, Technology Visions is focused on developing GMENT. GMENT is licensed
exclusively to Technology Visions and is a trademark of Advanced Grout Systems.
GMENT is a cementitous grout that 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 buried mixed
low-level radioactive mixed waste.

In June 2000, Bechtel awarded Technology Visions a contract to manage the
testing and evaluation of certain in-situ grout candidate materials that were
being considered by INEEL and Bechtel for the treatment of certain subsurface
waste sites at the DOE site in Idaho Falls, Idaho. The contract was for a
two-year, three-phase Treatability Study conducted by INEEL and Bechtel. Testing
included Phase I Bench Testing, Phase II Field Implementability Testing, and
Phase III Full-Scale Field Testing.

                                       11
<PAGE>

Phase I Bench Testing included rigorous laboratory testing protocol designed for
choosing three grouts from six candidate grouts for use in Phase II Field
Implementability testing. Data was also gathered during the bench-testing phase
to support final monolith durability estimates and transport modeling efforts.
Following the laboratory testing, GMENT was chosen as one of three candidate
grout materials to continue to the Phase II Field Implementability Testing of
the Treatability Study.

In April 2001, the Phase II Field Implementability Testing of the contract was
conducted by Applied Geotechnical Engineering and Construction Company, Inc.
("AGEC") at a site located near Richland, Washington. Upon successful completion
of this test phase, GMENT was chosen as the sole grout material selected to be
used in the Phase III Full Scale Cold Test Pit Demonstration Project that was
conducted in October 2001 at the DOE site in Idaho Falls, Idaho. GMENT was
selected based on such factors as basic costs, ease of mixing and cleaning of
the grout, minimized grout returns in creating a triplex column, and formation
of the solid monoliths. Technology Visions, under an exclusive Trademark License
and Technology Licensing Agreement with Advanced Grout Systems, Ltd., provided
95 tons of GMENT grouting material for Phase III. Site grouting was performed by
AGEC. Testing results met all criteria established by state and federal
regulatory agencies.

At the conclusion of Phase III, AGEC prepared and submitted to Bechtel BWXT
Idaho, LLC, a report estimating the quantity of GMENT grout material to treat
the areas under consideration to be approximately 24 million gallons. If the
recommendation receives approval via a Record of Decision ("ROD") after review
by federal and state authorities, Technology Visions could anticipate initiation
of the project and revenues within 12 to 18 months.

The final report prepared for the DOE, Assistant Secretary for Environmental
Management, Volume I, "Final Results Report, In-Situ Grouting Technology for
Application in Buried Transuranic Waste Sites" was published in September 2002,
by INEEL. Volume I summarized the technology and presents results of a two-year,
three-phase treatability study conducted by the INEEL. The Company has received
Volume I of the subject report and expects Volume II in April 2003, which is
anticipated to give the results of analytical calculations on the long-term
durability of monoliths created by in-situ grouting and on the long-term
performance of a treated buried waste site.

In January 2002, Technology Visions entered into an exclusive Trademark License
and Technology Licensing Agreement with Advanced Grout Systems, Ltd. The
Agreement grants Technology Visions the exclusive right to manufacture,
distribute, market, and sell any and all GMENT trademarked products. The
Agreement expires in January 2027. Technology Visions pays a percentage royalty
to Advanced Grouting Systems based on sales volume. The territorial rights
granted to Technology Visions under the license include the United States of
America and any other countries of the world (world-wide). Also, as part of the
exclusive license, Technology Visions is granted first right of refusal for any
additional trademark or non-trademark products developed by Advanced Grout
Systems, Ltd. dealing with environmental remediation or waste management
technologies.

Technology Visions believes that the approval of the GMENT material for the
treatment and stabilization of buried low-level mixed waste in certain areas of
the Subsurface Disposal Area (SDA) at the DOE site in Idaho Falls, Idaho, could
provide initial and significant revenues for the Company. With the acceptance
and approval of GMENT in Idaho, Technology Visions would aggressively pursue
other waste sites identified in the United States with similar waste problems.
Initial contacts have been made at two other DOE sites, based on the initial
information disclosed in Volume I of the Idaho report, where GMET may have end
use application.

In addition to its focus specifically on GMENT applications and the PET
Technology, Technology Visions will continue to search out and acquire
technologies or obtain licenses to use technologies that have multiple market
applications in line with the Company's core expertise and know-how. The Company


                                       12
<PAGE>

has expended time and effort in the analysis of several new technologies. As a
result of its analysis, Technology Visions has identified technologies that may
field commercially viable products suitable for related applications in the
environmental 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 12 to 18 months after Volume II from the subject project is received.
However, Technology Visions' ability to market existing technologies and to
acquire new technologies may ultimately be limited by its lack of financial
resources.

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.

RESULTS OF OPERATIONS

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001
---------------------------------------------------------------------

Technology Visions has not had any revenues since inception (January 1, 1995)
through December 31, 2002. Accordingly, the Company has, and continues to be, a
development-stage company. With any development-stage company of this nature
there are inherent risks, which may prohibit Technology Visions from reaching
commercial viability.

Technology Visions received $22,969 and $163,195 from the sale of GMENT,
respectively, in the fiscal year ended December 31, 2002 and 2001 as part of the
testing procedures. These amounts are included as other income in the
accompanying financial statements. These sales represented the remaining tasks
with the scope of work of the current Bechtel BWXT Idaho, LLC test and
evaluation contract.

General and administrative expenses were $484,115 in the current fiscal year
compared to $839,453 in the comparable period last year. The decline is due to
the Company's costs cutting measures, as it continues to maintain minimal
overhead. Included in such amounts are salaries accrued for two officers in the
amount of $300,000 and $246,000, respectively, under the terms of their
employment contracts.

During the current fiscal year, research and development costs for GMENT were
$108,290 compared to $74,006 in fiscal year 2001. Of this amount, the Company
incurred $72,000 of amounts owing for the final reports from the grout project.
In addition, the Company purchased an exclusive licensing fee agreement for the
sale and use of various products from Advanced Grout Systems, Ltd., an unrelated
third party, for $30,000.

LIQUIDITY AND CAPITAL RESOURCES

For the years ended December 31, 2001 and 2002, Technology Visions incurred net
losses of approximately $1,034,889 and $641,384, respectively. As of December
31, 2002, the Company had a stockholders' deficiency and a working capital
deficiency of approximately $2,758,885 and $431,835, respectively. Also, the
Company is in arrears with substantially all of its payables. The report of


                                       13
<PAGE>

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, 2002 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
borrowing, sales of securities, joint ventures and licensing of technologies.
Management believes that Technology Visions can raise adequate capital to keep
the Company functioning at a minimum level of operation in the next fiscal year.
However, there can be no assurances that management will be successful in
obtaining adequate funding to complete development of its 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.

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.

In May 2002, Technology Visions entered into an agreement with the convertible
debenture holders to redeem the debentures and cancel the 375,000 warrants. As
part of this agreement, the holders converted $20,000 worth of principal into
500,000 shares of common stock, and the Company paid cash of $117,324,
representing $110,000 in principal and $7,324 in interest.

Technology Visions does not expect to make any significant capital purchases in
2003, except for possible equipment for the PET or GMENT treatment systems.

ITEM 7.  FINANCIAL STATEMENTS

The Company's audited financial statements are listed in the Index to Financial
Statements and included elsewhere herein as a part of this Annual Report on Form
10-KSB.

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

None.

                                       14
<PAGE>

                                    PART III

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


The following table sets forth information concerning the directors and
executive officers of Technology Visions:

<TABLE>
<CAPTION>

        NAME                    AGE                             TITLE
--------------------------------------------------------------------------------------------------
<S>                             <C>           <C>
James B. Lahey                  68            Chairman of the Board of Directors, President, Chief
                                              Executive Officer, and Director
James A. Giansiracusa           54            Chief Operating Officer, Secretary, Chief Financial
                                              Officer and Director
Stephen V. Prewett              60            Vice-President-Technology Development and Director
Ian C. Gent                     61            Director
William N. Whelen, Jr.          65            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 and Chief Financial
Officer and Chief Operating Officer in March 1997. 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. Mr. Gent resigned as Chief Financial Officer in February 1997. 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


                                       15
<PAGE>

Environmental Safety and Health and Manager of Environmental Affairs with Gen
Corp, a multi-national manufacturing company from 1982 to 1984. Dr. Prewett's
background includes market assessment, identifying teaming partners for new
technology implementations, and strategy assessment to identify market trends
and industry growth areas. Dr. Prewett received a Bachelor of Science in Applied
Physics degree from East Carolina University, and Masters and Doctorate degrees
from Virginia Polytechnic Institute in Nuclear Science and Engineering.

WILLIAM N. WHELEN, JR. was appointed a director of Technology Visions in
September 1996. 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 board of directors
elects officers annually. 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 is aware of two officers and directors who
failed to timely file reports required by Section 16(a) of the Exchange Act
during the year ended December 31, 2002. James A. Giansiracusa, Chief Operating
Officer, Chief Financial Officer, Secretary and director of the company, failed
to timely file a Form 4 for an acquisition of 2,500,000 shares from the company
in February 2002. James Lahey, President, Chief Executive Officer and director
of the company, failed to timely file a Form 4 for an acquisition of 2,500,000
shares from the company in February 2002. Both Form 4s were subsequently filed.
Mr. Lahey also failed to timely file Form 4 to report two sales of 571,428
shares, respectively, on November 1, 2002. Mr. Lahey timely filed a Form 5 on
February 10, 2002 to report this transaction. Both Mr. Lahey and Mr,
Giansiracusa have failed to file Form 4s for their acquisition of options to
purchase 100,000 shares in January 2002 under the terms of their employment
agreements with the company. These Forms are being prepared at this time.

                                       16
<PAGE>

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, 2002:

<TABLE>
                                 TABLE 1. SUMMARY COMPENSATION TABLE
<CAPTION>

          Name and
         Principal                                                      Other Annual  Securities Underlying
          Position           Year          Salary             Bonus     Compensation    Options/SARS
-----------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>                 <C>         <C>           <C>
James B. Lahey               2002        $ 150,000 (1)       $    -      $      -      100,000 shares (4)
CEO, President               2001        $ 120,000 (2)       $    -      $      -                  -
                             2000        $ 120,000 (2)       $    -      $      -                  -

James A. Giansiracusa        2002        $ 150,000 (1)       $    -      $      -      100,000 shares (4)
COO, CFO,                    2001        $ 132,000 (3)       $    -      $      -                  -
Secretary                    2000        $ 132,000 (3)       $    -      $      -                  -

</TABLE>

----------------
(1)      These amounts have not been paid. Mr. Lahey and Mr. Giansiracusa have
         agreed to defer their compensation in favor of the company's operations
         and progress.
(2)      These amounts have not been fully paid. At December 31, 2002, Mr. Lahey
         was owed $800,500 for unpaid salary. As authorized by his employment
         contract with the company, Mr. Lahey converted $75,000 of unpaid salary
         into common stock at a rate of $.03 per share into 2,500,000 shares.
(3)      These amounts have not been fully paid. At December 31, 2002, Mr.
         Giansiracusa was owed $629,385 for unpaid salary. As authorized by his
         employment contract with the company, Mr. Giansiracusa converted
         $75,000 of unpaid salary into common stock at a rate of $.03 per share
         into 2,500,000 shares.
(4)      Under the employment agreements with Mr. Lahey and Mr. Giansiracusa, a
         total of 200,000 option shares with an exercise price of $.05 per share
         were granted to the officers. The options were valued at $2,600.

<TABLE>
                           TABLE 2. OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                         (Individual Grants)
<CAPTION>

                          Number of Securities     Percent of total
                               Underlying        options/SARs granted
                              Options/SARs        to employees in the   Exercise or base  Market price on     Expiration
          Name                 Granted (#)          last fiscal year      price ($/Sh)     date of grant         Date
------------------------- ---------------------- ---------------------  ----------------  ---------------  ----------------
<S>                              <C>                      <C>               <C>               <C>          <C>
James B. Lahey, CEO and                                                                                    January 1, 2007
       President                 100,000                  50%               $.05              $.07
------------------------- ---------------------- ---------------------  ----------------  ---------------  ----------------
 James A. Giansiracusa,
 COO, CFO and Secretary          100,000                  50%               $.05              $.07         January 1, 2007
------------------------- ---------------------- ---------------------  ----------------  ---------------  ----------------

</TABLE>

                                       17
<PAGE>

EMPLOYMENT AGREEMENTS

On January 1, 2002, the Company renewed its employment agreements with its
current officers, James Lahey and James Giansiracusa. The two agreements provide
for annual salaries of $150,000 each, expire January 1, 2004, and provide for
automatic annual renewals thereafter. In addition to the salaries, the agreement
grants each officer 50,000 shares of Series A Convertible Preferred stock and
100,000 non-qualified stock options per year. The stock options are to purchase
shares of the Company's common stock at an exercise price of $0.05 per share,
vest immediately, and expire January 1, 2007. A total of 200,000 option shares
were granted to the officers during the year and $2,600 was recorded as
additional compensation based on the difference between the market price and the
exercise price at the date of grant. The Series A Convertible Preferred stock
has not been issued.

2002 NON-QUALIFIED STOCK COMPENSATION PLAN
------------------------------------------

In 2002, the Board of Directors adopted the 2002 Non-Qualified Stock
Compensation Plan (the "Stock Plan") as a method for Technology Visions to
compensate key employees, advisors and consultants by issuing them shares of its
capital stock or options to purchase shares of its capital stock in exchange for
services rendered and to be rendered and thereby conserve the Company's cash
resources. The Board of Directors reserved five million (5,000,000) shares of
its $.001 par value common stock for issuance under the Stock Plan. Options to
purchase 100,000 shares of common stock at an exercise price of $.05 per share
have been issued to James Giansiracusa and James Lahey, respectively, under the
Stock Plan.

COMPENSATION OF DIRECTORS

Outside non-officer directors receive $500 for each director's 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.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 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
     ----------------                   -----------------------                    ---------

Officers and Directors:
-----------------------
     <S>                                    <C>                                    <C>
     James B. Lahey (1)                     2,477,144                               4%
       Carlsbad Research Center
       5950 La Place Court, Suite 155
       Carlsbad, CA 92008
     James A. Giansiracusa (1)              2,195,667                               4%
       Carlsbad Research Center
       5950 La Place Court, Suite 155
       Carlsbad, CA 92008
     Ian C. Gent                              550,000                              <1%
       Carlsbad Research Center
       5950 La Place Court, Suite 155
       Carlsbad, CA 92008
     Stephen V. Prewett                       600,000                              <1%
       Carlsbad Research Center
       5950 La Place Court, Suite 155
       Carlsbad, CA 92008
     William N. Whelen, Jr.)                  650,000                               1%
       Carlsbad Research Center
       5950 La Place Court, Suite 140
       Carlsbad, CA 92008
     All Officers and Directors as a group
       (5 persons)                          6,472,811                              11%


Others:
-------
     Ruth P. Brittingham                    5,022,292                               8%
     O. G. Sansone & Colleen Sansone        5,543,603                               9%
     Richard Benveniste                     5,204,038                               9%

-------------------------
(1) Includes 100,000 shares underlying options at an exercise price of $.05 per
share.
</TABLE>
                                       18
<PAGE>
<TABLE>
<CAPTION>

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

                                                                                       NUMBER OF SECURITIES
                                                                                        REMAINING AVAILABLE
                                   NUMBER OF SECURITIES                                 FOR FUTURE ISSUANCE
                                     TO BE ISSUED UPON          WEIGHTED-AVERAGE            UNDER EQUITY
                                        EXERCISE OF             EXERCISE PRICE OF       COMPENSATION PLANS
                                   OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,     (EXCLUDING SECURITIES
                                    WARRANTS AND RIGHTS        WARRANTS AND RIGHTS    REFLECTED IN COLUMN (a))
         PLAN CATEGORY                      (a)                        (b)                        (c)
--------------------------        ---------------------       --------------------    ------------------------
<S>                                      <C>                          <C>                     <C>
Equity compensation
plans approved by
security holders                         None                          None                    None

Equity compensation
Plans not approved by
Security holders                         600,000                      $ 0.29                  4,800,000
                                      ----------                      ------                -----------

Total                                    600,000                      $ 0.29                  4,800,000

</TABLE>


2002 NON-QUALIFIED STOCK COMPENSATION PLAN

In 2002, the Board of Directors adopted the 2002 Non-Qualified Stock
Compensation Plan (the "Stock Plan") as a method for Technology Visions to
compensate key employees, advisors and consultants by issuing them shares of its
capital stock or options to purchase shares of its capital stock in exchange for
services rendered and to be rendered and thereby conserve the Company's cash
resources. The Board of Directors reserved five million (5,000,000) shares of
its $.001 par value common stock for issuance under the Stock Plan. Options to
purchase 200,000 shares at an exercise price of $.05 have been granted under the
Plan to James B. Lahey and James A. Giansiracusa, officers of the Company. As of
December 31, 2002, these options remain unexercised.

Administration and Eligibility
------------------------------

The Stock Plan is administered by a Compensation Committee ("Committee")
appointed by the Board or in the absence of a Committee, by the Board itself.
Employees, directors, officers, consultants, advisors and other persons
associated with the Company are eligible to receive common stock and options
under the Stock Plan. The Committee determines, among other things, who is
eligible to receive common stock and/or stock options, the number of shares
granted or subject to an option, the time at which common stock is issued or an
option is granted, the duration of an option and the exercise price of an
option. The Committee has the right to adopt or rescind rules for the
administration of the Stock Plan, correct defects and omissions in, reconcile
inconsistencies, and construe the Stock Plan. The Committee may only grant
common stock or stock options to a stockholder pursuant to a written agreement
between the stockholder and the company, which includes such terms and
conditions as required by the Board or Committee.

                                       19
<PAGE>


Amendment and Termination
-------------------------

The Board may at any time, and from time to time, suspend or terminate the Stock
Plan in whole or in part or amend it from time to time in such respects as the
Board may deem appropriate and in the best interest of the company. All grants
must be within ten years from the date the Stock Plan is approved or adopted by
the stockholders.

Payment of Exercise Price
-------------------------

Payment of the option price on exercise of stock options may be made in cash,
shares of common stock of the company or a combination of both, as determined by
the Committee.

Tax Treatment To The Recipients
-------------------------------

The common stock is not qualified under Section 401(a) of the Internal Revenue
Code. The recipients, therefore, will be required for federal income tax
purposes to recognize compensation during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture. Accordingly, absent
a specific contractual provision to the contrary, the recipients will receive
compensation taxable at ordinary rates equal to the fair market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. If, however, the recipients
receive shares of common stock pursuant to the exercise of an option or options
at an exercise price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market value of
the stock on the date of exercise will be deemed compensation for federal income
tax purposes. The recipients are urged to consult each of their tax advisors on
this matter. Further, if any recipient is an "affiliate," Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.

Tax Treatment To The Company
----------------------------

The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be a tax-deductible expense by Technology Visions
for federal income tax purposes in the taxable year of Technology Visions during
which the recipient recognizes income.

INDIVIDUAL COMPENSATION ARRANGEMENTS

In 2000, Technology Visions entered into a consulting agreement with Richard O.
Weed, an attorney, for legal services. In connection with this agreement, the
company granted Mr. Weed an option to purchase 150,000 shares of common stock at
an exercise price of $.45 per share. These options expire December 31, 2004. In
February 2002, for further compensation, Mr. Weed was granted an additional
option to purchase 250,000 shares of common stock at an exercise price of $.15
per share. These options expire February 7, 2005. As of December 31, 2002, these
options remain unexercised.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 27, 1997, Technology Visions entered into an installment loan agreement
with an individual shareholder, Ruth Brittingham, 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 had 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 $189,250. The
installment note is collateralized by Technology Visions' rights, titles and
patents, to a technology known as the Polymer Encapsulation Technology. 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.

                                       20
<PAGE>

On March 24, 1999, Ruth Brittingham advanced Technology Visions $60,000. The
loan bears an interest rate of 10% per annum and had an original maturity date
of November 5, 1999. Accrued interest on this loan totaled $22,500 as of
December 31, 2002. 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, 2002, James Lahey and James Giansiracusa, officers of the
company advanced the company a total of $193,341 for funding the continuing
operations of the company. The loans bear interest between 8% and 10% per annum
and are convertible into common stock at a 20% discount to the average five-day
market price prior to the conversion date. Accrued interest on these loans
totals $75,049 as of December 31, 2002. In April 2002, the officers agreed to
forbear any collection of this debt until December 31, 2003.

In April 2002, James Lahey, James Giansiracusa, and Stephen Prewett, a former
officer of the Company, agreed to waive any default resulting from unpaid
amounts due to them for compensation effective until December 31, 2003. At that
time, the Board of Directors approved accruing interest on all unpaid salary
beginning with salaries accrued in the year ending December 31, 2001, at 8% per
annum and going forward. Accrued officer's compensation unpaid at December 31,
2002 totaled $1,549,835, and accrued interest totaled $38,282. The accrued
compensation is convertible into common stock discounted 10% at $0.32 per share
for compensation earned through 2000, at $0.05 and $0.14 per share in 2001 and
2002, respectively.

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. (3)
   (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)
(10.9)      2002 Non-Qualified Stock Option Plan (2)
(10.10)     Employment Agreement with James B. Lahey
(10.11)     Employment Agreement with James A. Giansiracusa
(10.12)     Trademark License and Technology Agreement with Advanced Grout
            Systems, Ltd (3)
(10.13)     Fee Agreement for Professional Services with Richard O. Weed (2)(4)
(99.1)      Certification-CEO
(99.2)      Certification-CFO

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

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 as an exhibit to Technology Visions' Form S-8 filed
         February 22, 2002 (File No. 333-83192)
(3)      Previously filed as part of the Form 10-KSB for the Period Ending
         December 31, 2001.
(4)      Previously filed as an exhibit to Technology Visions' Form S-8 filed
         November 1, 2000 (File No. 333-49220)

(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.

                                       21
<PAGE>

ITEM 14.  CONTROLS AND PROCEDURES

(a) The Chief Executive Officer and the Chief Financial Officer have within 90
days of the filing date of this annual report made an evaluation of the
company's disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Act of 1934, as amended). In their opinion, the
disclosure controls and procedures are adequate because the systems of controls
and procedures are designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows for the respective periods being presented. Moreover, the
evaluation did not reveal any significant deficiencies or material weaknesses in
Technology Visions' disclosure controls and procedures.

(b) There have been no significant changes in Technology Visions' internal
controls or in other factors that could significantly affect these controls
since the last evaluation.


             (The remainder of this page left intentionally blank.)











                                       22
<PAGE>

                                   SIGNATURES

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

                                    Technology Visions Group, Inc.


Date:  April 7, 2003                By:   /S/ JAMES B. LAHEY
                                          ----------------------------------
                                    Name:    James B. Lahey
                                    Title:   Chief Executive Officer
                                             Chairman of the Board of Directors


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

<TABLE>
<CAPTION>

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

<S>                                <C>                                     <C>
/S/ JAMES B. LAHEY                 Chief Executive Officer and             April 7, 2003
----------------------------       Chairman of the Board (Chief
James B. Lahey                     Executive Officer)


/S/ JAMES A. GIANSIRACUSA          Chief Operating Officer, Chief          April 7, 2003
----------------------------       Financial Officer (Chief
James A. Giansiracusa              Financial and Accounting
                                   Officer), Secretary, and Director


/S/ IAN C. GENT                    Director                                April 7, 2003
----------------------------
Ian C. Gent


/S/ STEPHEN V. PREWETT             Director                                April 7, 2003
----------------------------
Stephen V. Prewett


/S/ WILLIAM N. WHELEN              Director                                April 7, 2003
----------------------------
William N. Whelen, Jr.

</TABLE>

                                       23
<PAGE>

                                 Certifications


I, James B. Lahey, Chief Executive Officer certify that:

1. I have reviewed this annual report on Form 10-KSB of Technology Visions
Group.

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

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report ("Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

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

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 7, 2003
/s/James B. Lahey

Chief Executive Officer


                                       24
<PAGE>


I, James A. Giansiracusa, Chief Financial Officer certify that:

1. I have reviewed this annual report on Form 10-KSB of Technology Visions
Group.

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

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report ("Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

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

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 7, 2003
/s/James A. Giansiracusa

Chief Financial Officer


                                       25
<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------


Description                                                                 Page
-----------                                                                 ----

Independent Auditors' Report.................................................F-2

Balance Sheet as of December 31, 2002........................................F-3

Statements of Operations for the Years Ended December 31, 2002 and 2001,
  and for the Period from Inception, January 1, 1995 through
  December 31, 2002..........................................................F-4

Statements of Stockholders' Deficit for the Period from Inception,
   January 1, 1995 through December 31, 2000, and for the Years Ended
   December 31, 2002 and 2001................................................F-5

Statements of Cash Flows for the Years Ended December 31, 2002 and 2001,
   and for the Period from Inception, January 1, 1995 through
   December 31, 2002.........................................................F-8

Notes to Financial Statements...............................................F-10


                                      F-1
<PAGE>


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

To the Stockholders of
Technology Visions Group, Inc.

We have audited the accompanying balance sheet of Technology Visions Group,
Inc., a development-stage company as of December 31, 2002, and the related
statements of operations, stockholders' deficit and cash flows for each of the
years in the two-year period ended December 31, 2002, and from the period from
inception, January 1, 1995 through December 31, 2002. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Technology Visions Group, Inc.
as of December 31, 2002, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2002, and for
the period from inception, January 1, 1995, through December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company is
a development-stage company with no revenues from its intended operations, has
recurring losses, and has a working capital deficiency of $431,835 and
stockholders' deficiency of $2,758,885 at December 31, 2002. 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
March 28, 2003


                                      F-2
<PAGE>


                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 2002

                                     ASSETS

Cash                                                              $     28,314
Prepaid expenses                                                         2,255
                                                                  -------------

      Total current assets                                              30,569

Property and equipment, net of accumulated depreciation
      of $111,274                                                        4,171
Patents, net of accumulated amortization of $13,860                     16,737
Other assets                                                             4,800
                                                                  -------------

      Total assets                                                $     56,277
                                                                  =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable                                                  $    357,404
Accrued expenses                                                        24,000
Current portion of notes payable to officers                            81,000
                                                                  -------------

      Total current liabilities                                        462,404

Accrued interest to related parties                                    286,800
Notes payable to related parties                                       477,841
Accrued officers and directors compensation                          1,588,117
                                                                  -------------

      Total liabilities                                              2,815,162

Commitments and contingencies (Note 7)                                      --

Stockholders' deficit:
Preferred stock, $.001 par value; 2,000,000 shares authorized;
      none issued and outstanding                                           --
Common stock, $.001 par value; 100,000,000 share authorized;
      60,985,852 issued and outstanding                                 60,985
Additional paid-in-capital                                          14,531,157
Accumulated deficit                                                (17,351,027)
                                                                  -------------

      Total stockholders' deficit                                   (2,758,885)

      Total liabilities and stockholders' deficit                 $     56,277
                                                                  =============


              See accompanying notes to these financial statements.

                                      F-3
<PAGE>
<TABLE>

                                   Technology Visions Group, Inc.
                                    (A Development Stage Company)
                                      Statements of Operations
<CAPTION>

                                                                                      For the period
                                                                                      from Inception,
                                                                                      January 1, 1995
                                                      For the Year Ended                  through
                                                          December 31,                  December 31,
                                                     2001               2002               2002
                                                 -------------      -------------      -------------
<S>                                              <C>                <C>                <C>
Revenues                                         $         --       $         --       $         --

Costs and expenses:
      Research and development                         74,006            108,290            685,507
      General and administrative expenses             839,453            484,115          6,451,412
      Compensatory element of stock options                --              5,850          2,258,660
      Loss from litigation settlement, net                 --                 --            476,350
      Impairment of fixed assets                           --                 --            223,064
                                                 -------------      -------------      -------------
Operating loss                                       (913,459)          (598,255)       (10,094,993)

Other income and (expenses):
      Interest income                                      --              1,168              1,168
      Gain from reduction in debt                     274,250             31,632          1,298,272
      Interest expense                               (563,480)           (98,898)        (1,732,080)
      Other income                                    167,800             22,969            717,139
      Impairment of patent                                 --                 --            (40,540)
      Financing costs                                      --                 --           (383,600)
      Debt conversion expense                                                 --           (155,343)
                                                 -------------      -------------      -------------
Net loss                                         $ (1,034,889)      $   (641,384)      $(10,389,977)
                                                 =============      =============      =============


Basic and dilutive net loss per share            $      (0.03)      $      (0.01)
                                                 =============      =============

Weighted average number
      of shares outstanding                        41,166,031         57,292,035
                                                 =============      =============
</TABLE>

                        See accompanying notes to these financial statements.

                                                F-4
<PAGE>
<TABLE>

                                             Technology Visions Group, Inc.
                                              (A Development Stage Company)
                                           Statements of Stockholders' Deficit
                        For the Period from Inception, January 1, 1995 through December 31, 2000,
                                     For the Years Ended December 31, 2002 and 2001
<CAPTION>


                                                                                                   Unearned       Notes
                                                                                                 Compensation   Receivable
                                                  Common Stock          Additional                   and      From Issuance
                                                 -------------           Paid-in     Accumulated   Finance       of Common
                                               Shares       Amount       Capital       Deficit     Charges        Stock    Total
                                               -------------------------------------------------------------------------------------
 <S>                                           <C>         <C>        <C>           <C>           <C>         <C>       <C>
 Balances at January 1, 1995                   17,176,867  $ 171,769  $  5,903,191  $ (6,961,050) $      --   $     --  $  (886,090)
 Amortization of unearned compensation                 --         --            --            --    720,000         --      720,000
 Compensatory element of stock options                 --         --     2,119,476            --   (720,000)        --    1,399,476
 Amortization of unearned financing fees               --         --            --            --    301,000         --      301,000
 Cancellation of shares per litigation
        agreement                              (6,066,830)   (60,668)       60,668            --         --         --           --
 Cancellation of stock for non-payment
        of note receivable                       (260,000)    (2,600)           --            --         --      2,600           --
 Debt conversion expense                               --         --       227,441            --         --         --      227,441
 Exercised stock options                          640,000        640         5,760            --         --     (3,400)       3,000
 Issuance of stock for cash                     2,044,965     11,044       447,566            --         --         --      458,610
 Issuance of stock and options in exchange
       for notes payable,  related accrued
       interest, and cancelled stock            1,110,291      1,110       442,080            --         --         --      443,190
 Issuance of stock as additional
       consideration for loan                     300,000      3,000        39,750            --    (42,750)        --           --
 Issuance of stock for accounts payable           115,623        116        58,422            --         --         --       58,538
 Issuance of stock for accrued expenses            19,318         19         3,481            --         --         --        3,500
 Issuance of stock for accrued interest             2,500          3           497            --         --         --          500
 Issuance of stock for consulting services        517,765        518       101,453            --         --         --      101,971
 Issuance of stock for conversion of  notes
       payable and accrued interest            14,702,027    133,842     2,210,363            --         --         --    2,344,205
 Issuance of stock for financing fees             575,000      5,750       252,500            --   (258,250)        --           --
 Issuance of stock for payment of debt            200,000      2,000        48,000            --         --         --       50,000
 Issuance of stock for settlement of
       convertible promissory notes             1,335,543     13,356       (13,356)           --         --         --           --
 Issuance of stock in connection with
       compensatory obligations                   835,000      8,350       161,050            --         --         --      169,400
 Issuance of stock in settlement of litigation  3,021,176     30,212       246,138            --         --         --      276,350


                                  See accompanying notes to these financial statements.

                                                          F-5
<PAGE>

                                             Technology Visions Group, Inc.
                                              (A Development Stage Company)
                                           Statements of Stockholders' Deficit
                        For the Period from Inception, January 1, 1995 through December 31, 2000,
                                     For the Years Ended December 31, 2002 and 2001


                                                                                                   Unearned       Notes
                                                                                                 Compensation   Receivable
                                                  Common Stock          Additional                   and      From Issuance
                                                 -------------           Paid-in     Accumulated   Finance       of Common
                                               Shares       Amount       Capital       Deficit     Charges        Stock     Total
                                               -------------------------------------------------------------------------------------
 Payments received on notes receivable
       from stockholders                               --         --            --            --         --      6,360        6,360
 Satisfaction of notes receivable in exchange
        for servicess                                  --         --            --            --         --      8,334        8,334
 Shares issued under non-statutory plan         1,117,727     11,177            --            --         --    (11,044)         133
 Shares issued under stock incentive
       option plan                                 12,500        125         6,125            --         --     (6,250)          --
 Stock awarded to directors and officers        2,400,000      2,400       381,600            --         --         --      384,000
 Stock awarded to employee                        125,000        125        19,875            --         --         --       20,000
 Stock option issued in connection with
       consulting agreement                            --         --        20,000            --         --         --       20,000
 Value assigned to beneficial conversion
       features of convertible debt                    --         --       294,250            --         --         --      294,250
 Value assigned to stock options
       issued for services                             --         --        24,000            --         --         --       24,000
 Value assigned to warrants issued under
       December 28, 2000 debt offering                 --         --        93,750            --         --         --       93,750
 Adjust par value to $.001 from $.01                   --   (292,363)      292,363            --         --         --           --
 Cancellation of shares outstanding              (284,680)      (285)          285            --         --         --           --
 Net loss from Inception January 1, 1995
       to December 31, 2000                            --         --            --    (8,713,704)        --         --   (8,713,704)

                                               -------------------------------------------------------------------------------------
       Balances at December 31, 2000           39,639,792     39,640    13,446,728    15,674,754         --     (3,400)  (2,191,786)


                                  See accompanying notes to these financial statements.

                                                          F-6
<PAGE>

                                             Technology Visions Group, Inc.
                                              (A Development Stage Company)
                                           Statements of Stockholders' Deficit
                        For the Period from Inception, January 1, 1995 through December 31, 2000,
                                     For the Years Ended December 31, 2002 and 2001


                                                                                                   Unearned       Notes
                                                                                                 Compensation   Receivable
                                                  Common Stock          Additional                   and      From Issuance
                                                 -------------           Paid-in     Accumulated   Finance       of Common
                                               Shares       Amount       Capital       Deficit     Charges        Stock    Total
                                               -------------------------------------------------------------------------------------
       Balances at December 31, 2000           39,639,792  $  39,640  $ 13,446,728  $(15,674,754) $      --   $ (3,400) $(2,191,786)

 Value assigned to stock 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 director's services      1,300,000      1,300       244,700            --         --         --      246,000
 Exercised stock options                          100,000        100           900            --         --         --        1,000
 Net loss for the year                                 --         --            --    (1,034,889)        --         --   (1,034,889)
                                               -------------------------------------------------------------------------------------
       Balances at December 31, 2001           46,624,994     46,625    14,056,517   (16,709,643)        --     (3,400)  (2,609,901)

 Issuance of stock for cash                     6,640,384      6,640       236,360            --         --         --      243,000
 Issuance of stock for consulting services        100,000        100         6,900            --         --         --        7,000
 Issuance of stock for conversion of
       convertible debentures and accrued
       interest                                 1,120,474      1,120        32,530            --         --         --       33,650
 Issuance of stock for licensing agreement      1,000,000      1,000        29,000            --         --         --       30,000
 Issuance of stock for legal services             500,000        500        19,000            --         --         --       19,500
 Issuance of stock for accrued compensation     5,000,000      5,000       145,000            --         --         --      150,000
 Value assigned to stock options
       issued for services                             --         --         5,850            --         --         --        5,850
 Write off Note Receivable - Stock                     --         --            --            --         --      3,400        3,400
 Net loss for the year                                 --         --            --      (641,384)        --         --     (641,384)
                                               -------------------------------------------------------------------------------------
       Balances at December 31, 2002           60,985,852  $  60,985  $ 14,531,157  $(17,351,027) $      --   $     --  $(2,758,885)
                                               =====================================================================================


                                  See accompanying notes to these financial statements.
</TABLE>

                                                          F-7
<PAGE>
<TABLE>

                                        Technology Visions Group, Inc.
                                         (A Development Stage Company)
                                           Statements of Cash Flows
<CAPTION>

                                                                                          Inception,
                                                                                        from January 1,
                                                                 For the Years           1995 through
                                                               Ended December 31,        December 31,
                                                              2001           2002            2002
                                                          -------------  -------------  -------------
 <S>                                                      <C>            <C>            <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                             $ (1,034,889)  $   (641,384)  $(10,389,977)
     Adjustments to reconcile net loss to net cash
        Used in operating activities:
     Depreciation and amortization                               3,122          4,707        152,264
     Amortization of deferred finance costs                    462,506             --        851,350
     Gain from reduction of debt                              (274,250)       (31,632)    (1,373,643)
     Common stock issued for services rendered                  25,749          7,000        202,620
     Common stock issued for licensing agreement                    --         30,000         30,000
     Compensatory element of common stock and options          246,000          5,850      2,933,660
     Impairment of patent                                           --             --         40,540
     Impairment of fixed assets                                     --             --        223,064
     Write-off shareholder loans                                    --             --       (200,466)
     Loss on litigation settlement                                  --             --        526,350
     Loss on disposal of fixed assets                               --             --          4,377
     Notes issued in settlement of consulting fees                  --             --        274,250
     Debt conversion expense                                        --             --        155,343
     Changes in operating assets and liabilities:
        Decrease (increase) in accounts receivable            (152,674)       152,674             --
        Decrease (increase) in prepaid expenses                     --         (2,256)        22,215
        (Increase) in deposits                                      --             --         (3,412)
        Increase (decrease) in accounts payable and                 --             --
            accrued expenses                                   446,680        236,383      3,208,631
        (Decrease) in due to shareholders                                                    (16,234)
                                                          -------------  -------------  -------------
     Net cash used in operating activities                    (277,756)      (238,658)    (3,359,068)
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of fixed assets                                      --             --       (245,845)
     Costs of licenses and patents                                  --             --        (54,550)
                                                          -------------  -------------  -------------
     Net cash used in investing activities                          --             --       (300,395)
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of common stock                         80,000        243,000        781,743
     Proceeds from issuance of convertible debenture                --             --        375,000
     Payments on debenture notes                                    --       (110,000)      (110,000)
     Notes payable, net                                        (10,000)        71,000      2,793,160
     Deferred finance charges                                       --             --       (175,350)
     Proceeds from exercise of stock options                     1,000             --          3,000
     Repayment of notes receivable from stockholders                --             --          6,360
                                                          -------------  -------------  -------------
     Net cash provided by (used in) financing activities        71,000        204,000      3,673,913
NET INCREASE (DECREASE) IN CASH                               (206,756)       (34,658)        14,450
CASH AT BEGINNING OF PERIOD                                    269,728         62,972         13,864
                                                          -------------  -------------  -------------
CASH AT END OF PERIOD                                     $     62,972   $     28,314   $     28,314
                                                          =============  =============  =============

SUPPLEMENTAL DISCLOSURES:
     Cash paid during the period for:
        Interest                                          $         --   $      7,902   $    119,396
                                                          =============  =============  =============
        Taxes                                             $         --   $      5,819   $      5,819
                                                          =============  =============  =============

                             See accompanying notes to these financial statements.
</TABLE>

                                                     F-8
<PAGE>
<TABLE>

                                        Technology Visions Group, Inc.
                                         (A Development Stage Company)
                                     Statements of Cash Flows (continued)
<CAPTION>

                                                                                         Inception,
                                                                                       from January 1,
                                                                 For the Years          1995 through
                                                              Ended December 31,         December 31,
                                                             2001            2002            2002
                                                         -----------     -----------     -----------
<S>                                                      <C>             <C>             <C>
Non-cash Financing Activities:
Value of shares issued in connection
    with compensatory obligations                        $  246,000      $  150,000      $  919,400
                                                         ===========     ===========     ===========
Value of stock issued for
    conversion of notes payable                          $  264,025      $   20,000      $2,054,653
                                                         ===========     ===========     ===========
Accrued interest converted to common stock               $       --      $   13,650      $   53,473
                                                         ===========     ===========     ===========
Value of shares paid to satisfy accounts payable         $       --      $   19,500      $   78,038
                                                         ===========     ===========     ===========
Assets acquired through a capital lease                  $    7,126      $       --      $    7,126
                                                         ===========     ===========     ===========
Value of shares issued for consulting services           $    3,749      $    7,000      $  555,910
                                                         ===========     ===========     ===========
Value assigned to stock options issued for services      $   22,000      $    5,850      $   71,850
                                                         ===========     ===========     ===========
Value of stock issued for licensing agreement            $       --      $   30,000      $   30,000
                                                         ===========     ===========     ===========
Write-off of note receivable - stock                     $       --      $    3,400      $    3,400
                                                         ===========     ===========     ===========
Value of shares issued for settlement
    of convertible promissory  notes                     $       --      $       --      $  534,235
                                                         ===========     ===========     ===========
Value of shares issued for settlement of litigation      $       --      $       --      $   51,250
                                                         ===========     ===========     ===========
Value of stock issued in exchange for
    note receivable                                      $       --      $       --      $   17,294
                                                         ===========     ===========     ===========
Value of shares issued to satisfy accrued expenses       $       --      $       --      $   53,500
                                                         ===========     ===========     ===========
Value of shares issued as additional
    consideration for loan                               $       --      $       --      $   42,750
                                                         ===========     ===========     ===========
Reduction of notes payable and accrued
    interest due to litigation                           $       --      $       --      $   60,000
                                                         ===========     ===========     ===========
Satisfaction of notes receivable in
    exchange for services                                $       --      $       --      $    8,334
                                                         ===========     ===========     ===========

                             See accompanying notes to these financial statements.
</TABLE>

                                                     F-9
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 1 - BUSINESS AND CONTINUED OPERATIONS

Technology Visions Group, Inc. (the "Company") was incorporated in the State of
Delaware on April 29, 1985. In March 1995, the management resigned and new
management commenced a new direction of the Company. For financial reporting
purposes, inception is defined as January 1, 1995. Prior to December 22, 2000,
the Company's name was Orbit Technologies, Inc. The Company's business plan
focuses on applied research and development of new and innovative technologies,
engineering ideas, methods, and processes that 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 field tests and evaluations in the area of the treatment and
stabilization of buried low-level mixed radioactive waste. To date, the Company
has not commercialized 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. Prior to inception, the Company
had losses accumulating to $6,961,050. The Company, since inception has suffered
losses accumulating to $10,389,977 through December 31, 2002. As of December 31,
2002, the Company had a stockholders' deficit and a working capital deficit of
approximately $2,758,885 and $431,835, respectively. The Company is in arrears
with certain payables and accrued liabilities. During the fiscal year ended
December 31, 2002, the Company raised $243,000 from the sale of restricted
common stock. The Company requires additional funds to continue research and
development efforts and to complete the necessary work to commercialize its
technologies. 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. 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 factors raise substantial doubt about the Company's ability
to continue as a going concern. Management plans to explore 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. Management is exploring ways to reduce its existing
liabilities, including exchanging certain of its liabilities for shares of its
common stock. There can be no assurance that management will be successful in
its efforts to raise capital sufficient to fund its working capital requirements
or to convert debts into common stock during the next twelve months.

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 periods
presented, as defined by Statement of Financial Accounting Standards ("SFAS")
No. 7. SFAS No. 7 requires companies to report their operations, shareholders


                                      F-10
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


deficit and cash flows since inception through the date that revenues are
generated from management's intended operations, among other things. Management
has defined inception as January 1, 1995, near the date management control was
obtained. Since inception, the Company has incurred operating losses totaling
$10.4 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 financial data since
January 1, 1995 "Inception" in the financial statements, as a means to provide
readers of the Company's financial information to make informed investment
decisions.

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

The preparation of the 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 liabilities at the date of the
financial statements and the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates. Primary areas where
financial information of the Company is subject to the use of estimates,
assumptions and the application of judgment include the evaluation of
impairments of intangible assets, and the recoverability of deferred tax assets,
which must be assessed as to whether these assets are likely to be recovered by
the Company through future operations.

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. 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
-----------------------------------

Statement of Financial Accounting Standards 107, "Disclosures about Fair Value
of Financial Instruments," requires companies to report information, which
pertains to the Company's financial instruments.

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.

                                      F-11
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


Management believes related party payables cannot be assessed since there is no
readily attainable fair value.

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

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 United States 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:

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.

                                      F-12
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


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

Under two contracts with prime contractors, the Company received proceeds of
$23,000 and $163,195 during 2002 and 2001, respectively, to finance costs
related to testing and evaluation of its products. The amounts received under
these contracts have been reflected as an 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.

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.

Incremental Shares
------------------

Securities that could potentially dilute basic earnings per share ("EPS") in the
future, which were not included in the computation of diluted per share
information because to do so would have been anti-dilutive as of December 31,
2002, consist of the following:

                                                           Number of Potential
                                                            Additional Common
                                                                Shares
                                                            --------------

Notes payable to related parties                                4,377,792
Options to purchase common stock                                3,190,672
Accrued officers' and directors' compensation                  10,994,659
                                                            --------------
       Total incremental shares at December 31, 2002           18,563,123
                                                            ==============

                                      F-13
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


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," through December 31, 2001. 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 2002 and 2001.

As of January 1, 2002, SFAS Statement No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," 144 supersedes Statement No. 121. SFAS No. 144
supplies a single accounting approach for measuring impairment of long-lived
assets, including segments of a business accounted for as discontinued
operations or those to be sold or disposed of other than by sale. The Company
adopted Statement No. 144 in 2002. There was no significant impact from adopting
this pronouncement on its financial statements.

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.

In June 2001, the FASB finalized SFAS No. 141, "Business Combinations," and No.
142, "Goodwill and Other Intangible Assets." SFAS 141 requires the use of the
purchase method of accounting and prohibits the use of the pooling-of-interests
method of accounting for business combinations initiated after June 30, 2001.
SFAS 141 also requires that the Company recognize acquired intangible assets
apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS 141 applies to all business combinations initiated after June 30, 2001, and
for purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS 142 that the Company reclassify the carrying
amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS 142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassessing the
useful lives of other existing recognized intangible assets, and ceasing
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS 121. SFAS 142 is required to be applied in
fiscal years beginning after December 15, 2001, to all goodwill and other
intangible assets recognized at that date, regardless of when those assets were
initially recognized. The Company reassessed the useful lives of its intangible
assets when it adopted SFAS 142. The adoption of SFAS No. 142, did not have an
impact on the financial condition, results of operations or cash flows of the
Company.

                                      F-14
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


Recent Accounting Pronouncements
--------------------------------

The FASB issued Statement No. 143 "Accounting for Asset Retirement Obligations"
which establishes standards for the initial measurement and subsequent
accounting for obligations associated with the sale, abandonment, or other type
of disposal of long-lived tangible assets arising from the acquisition,
construction, or development and/or normal operation of such assets. SFAS No.
143 is effective for years beginning after June 15, 2002, with earlier
application encouraged. Management has not yet determined the impact from
adopting this pronouncement on its financial statements.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
The provisions of SFAS No. 145 relating to the rescission of SFAS No. 4 are
effective for financial statements issued for fiscal years beginning after May
15, 2002, and the provisions relating to SFAS No. 13 are effective for
transactions occurring after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt," and an amendment of
that Statement, SFAS No. 64 "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements." SFAS No. 145 also rescinds SFAS No. 44, "Accounting
for Intangible Assets of Motor Carriers," and amends SFAS No. 13, "Accounting
for Leases," to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. SFAS No. 145 also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The adoption of SFAS No.
145 did not have an impact on the financial condition, results of operations or
cash flows of the Company.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 revises the accounting for
specified employee and contract terminations that are part of restructuring
activities. Companies will be able to record a liability for a cost associated
with an exit or disposal activity only when the liability is incurred and can be
measured at fair value. Commitment to an exit plan or a plan of disposal
expresses only management's intended future actions and therefore does not meet
the requirement for recognizing a liability and related expense. SFAS No. 146
only applies to termination benefits offered for a specific termination event or
a specified period. It will not affect accounting for the costs to terminate a
capital lease. The Company is required to adopt SFAS No. 146 for exit or
disposal activities initiated after September 30, 2002. The Company is
evaluating this new standard but expects that the effects of adoption, if any,
would relate solely to exit or disposal activities undertaken in the future.

In March 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." This Statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company does not expect to adopt SFAS No. 123, and therefore, adopt
the guidance of SFAS No. 148.

                                      F-15
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment, net, consist of the following at December 31, 2002:

        Computer equipment                                   $   8,720
        Office furniture and fixtures                           46,605
        Research laboratory furniture and fixtures              60,120
        In-process machinery                                   223,064
                                                             ----------
             Subtotal                                          338,509
        Accumulated depreciation and impairments              (334,338)
                                                             ----------
                                                             $   4,171
                                                             ==========

For the years ended December 31, 2001 and 2002, depreciation expense totaled
$1,322 and $2,908, respectively.

NOTE 4 - INTANGIBLE ASSETS

Intangible assets consist of the following at December 31, 2002:

        Patent costs                                         $ 30,597
        Accumulated amortization                              (13,860)
                                                             ---------
                                                             $ 16,737
                                                             =========

For the years ended December 31, 2001 and 2002, amortization expense totaled
$1,800 and $1,800, respectively.

NOTE 5 - NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consist of the following at December 31, 2002:

     NOTES           INTEREST RATE        PRINCIPAL BALANCE    ACCRUED INTEREST
--------------------------------------------------------------------------------

Current Portion:
     Officers               8%                     $ 81,000             $ 1,026
                                          ------------------    ----------------

Long Term Portion:
     Officers               10%                     112,341              74,024
     Shareholder         10% - 12%                  365,500             211,750
                                          ------------------    ----------------
        Total                                       477,841             285,774
                                          ------------------    ----------------

                                          --------------------------------------
Total Notes Payable                               $ 558,841           $ 286,800
                                          ======================================

                                      F-16
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


Current Portion:

In June 2002, the Company entered into a new agreement with one of the officers,
whereby the officer transferred 200,000 shares of the Company's common stock
privately owned by him to pay the retainer for legal fees. At the date of the
transfer the shares had a market value of $0.08 per share or $16,000. This
amount was recorded as an additional loan made by the officer and applied to
prepaid expenses. The officer has the right to convert the unpaid principal
and/or accrued interest at the price per share discounted by 20% of the average
bid and ask price five days prior to the date of conversion. This note matures
on July 10, 2003.

In August 2002, the Company entered into two new agreements with the officers,
whereby the officers loaned $65,000 to the Company at 8% per annum. In addition,
the officers have the right to convert the unpaid principal and/or accrued
interest at the price per share discounted by 20% of the average bid and ask
price five days prior to the date of conversion. These notes mature on August
27, 2003.

Long-Term Portion:

OFFICERS:

At December 31, 2001, two officers had loans outstanding totaling $112,341 to
the Company. 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 to $0.32 per share. During the years
ended December 31, 2002 and 2001, $10,000 and $10,000, respectively, was paid
towards the principal. No interest payments were made.

During 2002, the officers entered into a standstill agreement with the Company
in which they agreed to forebear any collection of the debts through December
31, 2003.

SHAREHOLDER:

At December 31, 2001, the Company had an outstanding loan from a shareholder in
the amount of $60,000. The note bears an interest rate of 10% per annum and was
due on November 5, 1999. The noteholder has the right to convert the unpaid
principal and/or accrued interest at the price per share discounted by 20% of
the average bid and ask price five days prior to the date of conversion. No
principal or interest payments were made during the year. Accrued interest at
December 31, 2002 was $22,500. During 2002, the noteholder entered into a
standstill agreement with the Company in which they agreed to forebear any
collection of the debts through December 31, 2003.

On May 27, 1997, the Company entered into an installment loan agreement with an
individual shareholder to borrow $300,000. As of December 31, 1998, the
shareholder had 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 semi- annual interest payments of
$17,920. At December 31, 2002, the Company had defaulted on semi-annual interest
payments totaling $189,250. The installment note is collateralized by the
Company's rights, titles and patents, of the Company's technology known as
"Polymer Encapsulation Technology." No principal or interest payments were made
during the year. Accrued interest at December 31, 2002 was $189,250. During
2002, the noteholder entered into a standstill agreement with the Company in
which they agreed to forebear any collection of the debts through December 31,
2003.

                                      F-17
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


At December 31, 2002, the Company had a loan outstanding from one individual in
the amount of $6,000 received in 1999. There is no stated rate of interest.

The Company had previously issued promissory notes aggregating $274,250, all of
which were past due. During 2001, the Company reversed all of these notes, which
dated 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 gain from reduction of debt.

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 price on the lowest
three trading days in the last ten trading days prior to the conversion date.

In February 2002, the holders of the debentures elected to convert $13,650 of
accrued interest into 620,474 shares of the Company's common stock. In May 2002,
the Company entered into an agreement with the debenture holders to redeem the
debentures and cancel the 375,000 warrants. As part of this agreement, the
holders converted $20,000 worth of principal into 500,000 shares of common
stock. In addition, the Company paid in cash $117,324, representing $110,000 in
principal and $7,324 in interest.

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 $29,471 and $21,081 during the years
ended December 31, 2002 and 2001, respectively.

Future annual minimum lease payments as of December 31, 2002:

                                                Capital            Operating
                                                 Leases             Leases
                                             --------------     ---------------
                                       2003  $       2,151      $       28,480
                                       2004          2,151              22,960
                                       2005          1,255                 883
                                             --------------     ---------------
                                                     5,557      $       52,323
                                                                ===============
Less amount representing interest                   (1,252)

Present value of net minimum lease
                                             --------------
  payments under capital lease               $       4,305
                                             ==============

Assets recorded under capital leases as of December 31, 2002, consist of
computer equipment totaling $7,126 less accumulated amortization of $3,167.

                                      F-18
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


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

On January 1, 2002, the Company entered into two employment agreements with its
current officers. The two agreements provide for annual salaries of $150,000
each, expire January 1, 2004, and provide for automatic annual renewals. In
addition to the salaries, the agreement grants each officer 50,000 shares of
Series A Convertible Preferred stock and 100,000 non-qualified stock options per
year. The stock options are to purchase shares of the Company's common stock at
an exercise price of $0.05 per share, vest immediately, and expire January 1,
2007. A total of 200,000 option shares were granted to the officers during the
year and $2,600 was recorded as additional compensation based on the difference
between the market price and the exercise price at the date of grant. During the
year the Series A Convertible Preferred stock was not issued. For the fiscal
year ended December 31, 2002 and 2001, the aggregate expense recorded under the
agreements amounted to $302,600 and $252,000, respectively.

In April 2002, the Board of Directors approved accruing interest on all unpaid
salary beginning with salaries accrued in the year ending December 31, 2001, at
8% per annum and going forward. Accrued officer's compensation unpaid at
December 31, 2002 totaled $1,549,835, and accrued interest totaled $38,282. The
accrued compensation is convertible into common stock discounted 10% at $0.32
per share for compensation earned through 2000, at $0.05 and $0.14 per share in
2001 and 2002, respectively. During 2002, the officers entered into a standstill
agreement with the Company in which they agreed to forebear any collection of
this debt through December 31, 2003.

NOTE 8 - STOCKHOLDERS' DEFICIT

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

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

Common Stock Transactions  - December 31, 2001
-------------------------  -------------------

During the first quarter of 2001, the Company issued 26,786 shares of common
stock for consulting fees totaling $3,749 or $0.14 per share.

During the second quarter of 2001, the Company issued 238,095 shares of
restricted common stock for proceeds of $50,000 or $0.21 per share in a private
placement intended to be exempt from registration under section 4(2) and or
Regulation D of the Securities Act of 1933. Shares are generally sold at a 20%
discount to closing prices based on a five-day average prior to the sale.

During the third quarter of 2001, the Company issued 1,300,000 shares of common
stock to directors for compensation valued at $246,000 or $0.19 per share. The
debenture debt holders elected to convert $105,000 of principal and accrued
interest of $18,957 into 1,443,582 shares of the Company common stock valued at
$123,957.

                                      F-19
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


During the fourth quarter of 2001, the Company converted $140,000 of convertible
debentures and related accrued interest of $68 into 3,541,918 shares of common
stock valued at $140,068. The Company issued 334,821 shares of common stock for
proceeds of $30,000.

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.

Common Stock Transactions  - December 31, 2002
-------------------------  -------------------

First Quarter 2002:
-------------------

The Company issued 500,000 shares of common stock valued at $19,500 or $0.04 per
share, and granted options to purchase 250,000 shares at $0.15 per share, for
legal fees incurred in 2001. These shares were registered under Form S-8 of the
Securities Act of 1933. The amount of the obligation was $35,450 and as a
result, a gain of $15,950 was recognized. The Company recorded a charge of
$3,250 for the fair value of the option.

The Company authorized the conversion of $150,000 of accrued salaries to two
officers into a total of 5,000,000 shares of common stock at the conversion rate
of $0.03 per share. These shares were registered under Form S-8 of the
Securities Act of 1933.

The Company issued 4,950,000 shares of restricted common stock for proceeds of
$150,500. The shares were sold at prices ranging between $0.02 and $0.04 per
share per share in a private placement intended to be exempt from registration
under section 4(2) and or Regulation D of the Securities Act of 1933. Shares are
generally sold at a 20% discount to closing prices based on a five-day average
prior to the sale.

The convertible debenture holders elected to convert $13,650 of accrued interest
into 620,474 shares of the Company's common stock.

On January 31, 2002, the Company issued 1,000,000 shares of common stock to
acquire an exclusive license for the sale and use of various products from an
unrelated third party. The shares were valued at $30,000 on the date of grant,
and were charged to operations as research and development expenses on the
contract date.

The Company entered into an agreement with an unrelated third party to provide
public relations consulting services to the Company. The term of the agreement
is for two years, terminating in December 2003. The Company issued 100,000
shares to the consultant, valued at $7,000 or $0.07 per share and was charged to
operations during the first quarter of 2002.

The Company granted options to the officers of the Company under employment
agreements to purchase a total of 200,000 shares of the Company's common stock.
The value of the options was $2,600.

Second Quarter:
---------------

The Company issued 757,142 shares of restricted common stock for proceeds of
$45,000. The shares were sold at prices ranging between $0.02 and $0.05 per
share per share in a private placement intended to be exempt from registration
under section 4(2) and or Regulation D of the Securities Act of 1933. Shares are
generally sold at a 20% discount to closing prices based on a five-day average
prior to the sale.

                                      F-20
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


In connection with the May 2002, agreement with the convertible debenture
holders (Note 4), the Company converted $20,000 of principal on the convertible
debentures into 500,000 shares of common stock.

Third Quarter:
--------------

The Company issued 416,667 shares of restricted common stock for proceeds of
$20,000. The shares were sold at $0.05 per share per share in a private
placement intended to be exempt from registration under section 4(2) and or
Regulation D of the Securities Act of 1933. Shares are generally sold at a 20%
discount to closing prices based on a five-day average prior to the sale.

Fourth Quarter:
---------------

The Company issued 516,575 shares of restricted common stock for proceeds of
$27,500. The shares were sold at prices ranging between $0.04 and $0.08 per
share per share in a private placement intended to be exempt from registration
under section 4(2) and or Regulation D of the Securities Act of 1933. Shares are
generally sold at a 20% discount to closing prices based on a five-day average
prior to the sale.

During the first quarter of 2002, the Company adopted the 2002 non-qualified
stock plan and registered 10,500,000 shares of the Company's common stock under
Form S-8. As of December 31, 2002, the Company had granted 200,000 option shares
under the plan (see below). No shares of common stock have been granted under
the plan.

In the quarter ended December 31, 2000, an individual exercised 340,000
non-qualified stock options at an exercise price of $0.01. A note receivable in
the amount of $3,400 was recorded at the time. During the quarter ended December
31, 2002, the Company wrote-off the note receivable as uncollectible.

Warrants
--------

Pursuant to the Convertible Debenture financing completed in December of 2000,
the Company issued to the purchasers and to the placement agent of the
Convertible Debentures warrants to purchase 375,000 shares of common stock at an
exercise price equal to 125% of the conversion price per share. The warrants
were valued at $93,750. The warrants were cancelled as part of the agreement
with the holders to redeem the debentures (see Note 6).

2002 Non-Qualified Stock Compensation Plan
------------------------------------------

In 2002, the Board of Directors adopted the 2002 Non-Qualified Stock
Compensation Plan (the "Stock Plan") as a method for Technology Visions to
compensate key employees, advisors and consultants by issuing them shares of its
capital stock or options to purchase shares of its capital stock in exchange for
services rendered and to be rendered and thereby conserve the Company's cash
resources. The Board of Directors reserved five million (5,000,000) shares of
its $.001 par value common stock for issuance under the Stock Plan. Options to
purchase 200,000 shares at an exercise price of $.05 have been granted under the
Plan to two officers, (Note 7).

Non-Qualified Stock Option Plan
-------------------------------

From time to time, the Company issues non-qualified stock options. These options
are generally granted to consultants for past services and are granted to
noteholders in connection with financing agreements.

                                      F-21
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


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. In February 2002,
the attorney was granted an additional option to purchase 250,000 shares of
common stock at a price of $0.15 per share. The options will expire, unless
exercised, on February 7, 2005. The Company valued these options using the fair
value method and recorded consulting expense of $3,250 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                              -%


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. These options were cancelled in December 2002. 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                              -%

At December 31, 2002, outstanding options to purchase common stock of the
Company totaled 600,000, had expiration dates ranging from December 31, 2004 to
January 1, 2007, and the exercise prices ranged from $0.05 per share to $0.45
per share. All other options were cancelled effective December 31, 2002.

NOTE 9 - GAIN FROM REDUCTION OF DEBT

The Company had promissory notes aggregating $274,250, all of which were past
due. During the first quarter of 2001, the Company reversed all of these notes,
which dated back to 1995. The amounts written-off exceeded the California
statute of limitations for unsecured creditor's time frame based on
representation from legal council.

As discussed in Note 8, the Company issued common stock and options valued at
$19,500 to pay legal fees of $35,450. Therefore, the Company recognized the
difference of $15,950 as a gain from the reduction of debt.

During the quarter ended September 30, 2002, the Company wrote-off $19,182 of
trade debt, and recorded the total amount as a gain from the reduction of debt.

                                      F-22
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 10 - INCOME TAXES

The Company was not required to provide for a provision for income taxes for the
years ended December 31, 2002 and 2001 as a result of net operating losses
incurred during those years.

During the year ended December 31, 2002, the Company filed delinquent tax
returns with the State of California for the years 1994 through 2001. As a
result the Company paid $5,819 in taxes and penalties, which is recorded in
general and administrative expenses, in the accompanying statements of
operation.

The components of deferred tax assets and liabilities at December 31, 2002 and
2001 consist of the following:

Deferred income tax assets:                         2002                2001
                                                    ----                ----

Net operating loss carry forwards               $ 3,929,000         $ 3,270,000
Deferred compensation/options                     1,967,000           1,849,000

Valuation allowance                              (5,896,000)         (5,119,000)
                                                ------------        ------------
Total                                                    --                  --
                                                ============        ============

The valuation allowance for net deferred tax assets increased by approximately
$777,000 during the year due to the correction of prior year NOL's for Federal
and California tax purposes.

At December 31, 2002, the Company had net operating loss ("NOL") carryforwards
for Federal and California income tax purposes of approximately $10.7 million
and $3.2 million, respectively. Federal NOLs begin to expire in 2003 and will
fully expire in 2022. The usage of California NOLs is currently suspended and
will resume in 2004. California NOLs begin to expire in 2004 and will fully
expire in 2011.

NOTE 11 - SUBSEQUENT EVENTS

In March 2003, the Company received a loan of $25,000 from an officer and a loan
of $10,000 from an outside investor. Each note bears interest of 8% per annum
and is due one year from the issuance date. The noteholders have the right to
convert the unpaid principal and/or accrued interest at the price per share
discounted by 20% of the market price on any day during the one-year period.

                                      F-23