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                       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, 2003       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 average bid and ask price as reported by the
Over-the Counter: Bulletin Board "OTC:BB" of the NASD, as of April 12, 2004 was
approximately $3,632,326.80.

CLASS                                             OUTSTANDING AT APRIL 12, 2004
Common Stock, $.001 par value                     65,528,192 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..........................................  8

Item 3.    Legal proceedings................................................  8

Item 4.    Submission of matters to a vote of security holders..............  8

                                     PART II


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

Item 6.    Management's discussion and analysis or plan of operation........ 10

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

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

Item 8A.   Controls and procedures.......................................... 14

                                    PART III

Item 9.    Directors and executive officers of the registrant; Compliance
           with Section 16(a) of the Securities Exchange Act of 1934;
           Code of ethics................................................... 15

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

Item 11.   Security ownership of certain beneficial owners and management
           and related stockholder matters.................................. 19

Item 12.   Certain relationships and related transactions................... 21

Item 13.   Exhibits and reports on Form 8-K................................. 22

Item 14.   Principal accountant fees and services........................... 23

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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
the treatment of low-level radioactive waste. None of the technologies are
currently in commercial use.

Business activities over the past 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
radioactive 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.

Since 1995, Technology Visions has spent approximately $685,507 for research and
development activities. In the last two fiscal years, Technology Visions has
spent approximately $108,290 for research and development activities. Research
and development expenses consist of the preparation of PET and GMENT product

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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.

Technology Visions completed all the testing and evaluation of its technologies
at the Idaho Falls site with the receipt of Volume II of the "Final Results
Report, In Situ Grout Technology for Application in Buried Transuranic Waste
Sites," published in April 2003 by INEEL. Therefore, there have been no
expenditures during the year ended December 31, 2003 for research and
development. The Company is moving into position to begin the marketing and
commercialization phase of its development.

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. 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 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
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.

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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 Full Scale Field 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 surrogate
radioactive mixed waste at the Cold Test Pit South located at the Subsurface
Disposal Area at the DOE site in Idaho Falls, Idaho. The technology is ready for
commercialization and deployment to the field.

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") SDA 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 Full Scale Field evaluation
to be conducted at the Cold Test Pit at the Idaho DOE facility in October 2001.
Technology Visions provided 100 tons of GMENT grouting material for the Phase
III Pilot Scale Field Evaluation.

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During the Phase III Full Field 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 surrogate buried mixed waste,
designed to mostly nearly replicate that waste existing in the pits and trenches
in SDA.

The grouting equipment, used at the Cold Test Pit Site, included a Casagrande
C-6 Drill System, a Casagrande Jet-5 high-pressure pump, and a vortex mixing
system. The GMENT solution, when cured, is designed to bind 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 prepared the final report which has been submitted to the DOE,
Assistant Secretary for Environmental Management. This report was published in
April 2003. The DOE is in the process of reviewing 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 12 and 18 months. As of the date of
this report, the DOE is still in the approval process.

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.

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.

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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 few 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
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 the applicable 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, 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

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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.

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 $2,488 per month until October 2003 when the rent was increased
to $2,567. 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

At December 31, 2003, Technology Visions was not a party to any material
litigation.

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

None.

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                                     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, 2003 and 2002.
The bid prices represent inter-dealer quotations, without adjustments for retail
mark-ups, markdowns or commissions and may not necessarily represent actual
transactions.

                            Bid Price of Common Stock
                            -------------------------
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

Year 2003
Quarter Ended                                     High                   Low
                                                  ----                   ---

3/31/2003                                         $0.16                 $0.07
6/30/2003                                         $0.20                 $0.07
9/30/2003                                         $0.12                 $0.05
12/31/2003                                        $0.10                 $0.05

(b) HOLDERS

As of December 31, 2003, there were approximately 2,500 holders of record of the
Company's common stock. The transfer agent for the Company is North American
Transfer Company of Freeport, 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

None.

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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 few years,
Technology Visions has introduced GMENT, a specialized grout treatment and
stabilization technology as a method for subsurface waste stabilization.

To commercialize the PET technology and obtain governmental approval for its
use, Technology Visions must complete additional testing. 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. Once completed, Technology Visions intends
to market this product for use by the DOE or other applications where the
benefits of PET can be utilized.

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 low-level
radioactive mixed waste.

In January 2002, Technology Visions entered into an exclusive Trademark License
and Technology Licensing Agreement with Advanced Grout Systems, Ltd. Terms of
the license allow Technology Visions to manufacture, distribute, market and sell
the product in exchange for a royalty based upon sales volume. The royalty
begins at 10% for gross sales up to $1 million, then declines to 9% for sales of
$1 million to $5 million, 8% for sales of $5 million to $10 million, 7% for
sales of $10 million to $25 million, and 6% for sales exceeding $25 million.
This license expires November 30, 2026. The territorial rights granted to
Technology Visions under the license include the United States of America and
any other countries of the world. 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.

In June 2000, Bechtel awarded Technology Visions a contract to manage the
testing and evaluation of 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 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.

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 transportion 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 the 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.

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At the conclusion of Phase III, AGEC prepared and submitted to Bechtel 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 or other authorization 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. Volume II was published
in April 2003 and contains 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.

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
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 and
final government approval 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.

Technology Visions' business model is to obtain long-term supply contracts for
its products with private-company general contractors or other affiliates which
have master contracts with selected waste sites. Revenues, if any, will be
recorded when a contract is effected, the products are delivered, and
collectibility of the receivable is reasonably assured. Technology Visions does
not intend to manufacture its products. We have identified possible outsource
manufacturers with the capability and capacity to produce our products. We
believe that our margins will be between 12% and 15% of revenues, using
outsource manufacturers. The DOE site in Idaho Falls, Idaho, has 14 acres of
low-level solid waste which may be treated by our GMENT product. The estimated
revenue potential for the Idaho site is for 2.4 million gallons, per year, for
ten (10) years or approximately $70 million. Technology Visions has identified
other sites in the United States containing wastes that potentially may be
treated with GMENT; however, current emphasis is on the Idaho Falls site. There
are no assurances that Technology Visions will be selected as a provider of
specialty grout GMENT for the Idaho DOE site project.

                                       11
<PAGE>

With the receipt of Volume II of the "Final Results Report, In Situ Grout
Technology for Application in Buried Transuranic Waste Sites," published in
April 2003 by INEEL, we believe we have completed all the initial and
intermediate testing and evaluation of our GMENT technology at the Idaho Falls
site. Technology Visions is currently moving into position to begin the
marketing and commercialization phase of its development.

On September 30, 2003, the Company engaged The Janis Group ("Janis") to provide
consulting and advisory services to assist with the implementation of the
Company's business plan, specifically, to work with the Company to further its
efforts in the commercialization of its proprietary waste management products.

CRITICAL ACCOUNTING POLICIES

Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, and expense amounts reported. These estimates can also
affect supplemental information contained in the external disclosures of the
Company including information regarding contingencies, risk and financial
condition. We believe our use of estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. Valuations based
on estimates are reviewed for reasonableness and conservatism on a consistent
basis throughout the Company. Primary areas where our financial information is
subject to the use of estimates, assumptions and the application of judgment
include our 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 us through future operations. We base
our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS

The recoverability of these assets requires considerable judgment and is
evaluated on an annual basis or more frequently if events or circumstances
indicate that the assets may be impaired. As it relates to definite life
intangible assets, we apply the impairment rules as required by SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and Assets to Be Disposed
Of" which requires significant judgment and assumptions related to the expected
future cash flows attributable to the intangible asset. The impact of modifying
any of these assumptions can have a significant impact on the estimate of fair
value and, thus, the recoverability of the asset.

INCOME TAXES

We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. We regularly review our deferred tax assets for recoverability and
establish a valuation allowance based upon historical losses, projected future
taxable income and the expected timing of the reversals of existing temporary
differences. During 2003, we estimated the allowance on net deferred tax assets
to be one-hundred percent of the net deferred tax assets.

RESULTS OF OPERATIONS

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
---------------------------------------------------------------------

Technology Visions has not had any revenues since inception (January 1, 1995)
through December 31, 2003. 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. 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 and Technology Visions will continue
to incur losses. Until completion of the final development of a technology and
the commencement of sales, Technology Visions will have no operating revenues
but will continue to incur substantial expenses.

                                       12
<PAGE>

Technology Visions received $-0- and $22,969 from the sale of GMENT,
respectively, in the fiscal years ended December 31, 2003 and 2002 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 $647,457 in the current fiscal year
compared to $484,115 in the comparable period last year. The increase is due to
increased professional and consulting fees, as we move into the new phase of
operations. We are continuing to maintain minimal overhead. Included in such
amounts are salaries accrued for two officers in the amount of $315,200 and
$302,600 respectively, under the terms of their employment contracts, including
amounts recorded as additional compensation for stock options granted. The main
difference is in the value of the stock options granted. From inception, general
and administrative expenses were $7,077,313 and the compensatory element of
stock and stock options was $2,280,216.

During the current fiscal year, research and development costs for GMENT were
$-0- compared to $108,290 in fiscal year 2002. No research projects were
underway during the current year. Volume II of the "Final Results Report, In
Situ Grout Technology for Application in Buried Transuranic Waste Sites," was
published in April 2003 by INEEL. Once we received this report, it was
determined that all the initial and intermediate testing and evaluation of its
GMENT technology at the Idaho Falls site had been completed. The test results
using surrogate waste are now being confirmed substituting actual radioactive
waste. Therefore, there have been no expenditures during the year ended December
31, 2003 for research and development. Of the amount in 2002, the Company
incurred $76,290 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. From inception, research and development costs were
$685,507. Technology Visions has recorded these costs as net of reimbursements
from subcontractors.

LIQUIDITY AND CAPITAL RESOURCES

Technology Visions continues to incur operating losses as a result of being a
development-stage company.

For the years ended December 31, 2003 and 2002, Technology Visions incurred net
losses of approximately $720,194 and $641,384, respectively. As of December 31,
2003, the Company had a stockholders' deficiency and a working capital
deficiency of approximately $3,332,430 and $1,084,999, respectively. Also, the
Company is in arrears with substantially all of its payables. We require
additional funds to move into the marketing and commercialization of our
technologies. From inception (January 1, 1995), Technology Visions has incurred
net losses of $11,110,171. The report of Technology Visions' independent
certified public accountants notes that Technology Visions is a
development-stage company with no revenues from its intended operations, has
recurring losses and has a working capital deficiency and stockholders'
deficiency at December 31, 2003 and these conditions raise substantial doubt
about Technology Vision's ability to continue as a going concern.

Net cash used by operating activities was $257,794 compared to $238,657 for the
years ended December 31, 2003 and 2002, respectively, for an increase of
$19,137. We had cash of approximately $2,589 at December 31, 2003.

During the current year, $2,030 was used in investing activities for the
purchase of new computers.

Net cash provided by financing activities was $234,099 for the current year
compared to $204,000 for the prior year for an increase of $30,099. Of this
amount, $35,000 and $243,000 came from the sale of stock for the years ended
December 31, 2003 and 2002, respectively. The current year included $139,099 in
proceeds from stockholder loans, $20,000 from the stock purchase agreement with
Fusion Capital and $40,000 in loan proceeds. In the prior year, $110,000 was
used as payment on convertible debentures and had $71,000 in loan proceeds.

                                       13
<PAGE>

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

Technology Visions is exploring additional sources of working capital including
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.

In April 2003, the Company entered into a common stock purchase agreement with
Fusion Capital pursuant to which Fusion Capital agreed to purchase on each
trading day during the term of the agreement $10,000 of the Company's common
stock up to an aggregate of $6.0 million. The Company has authorized the sale
and issuance of 20,000,000 shares of its common stock to Fusion Capital under
the common stock purchase agreement. These shares were registered on a Form SB-2
that became effective July 16, 2003. During the current fiscal year, Fusion
Capital has purchased a total of 371,438 shares of the Company's common stock
for $20,000 as part of this agreement. In addition, Fusion loaned the Company
$30,000 during the year ended December 31, 2003 against future purchases of
shares under the Stock Purchase Agreement.

Technology Visions does not expect to make any significant capital purchases in
2004, 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

On October 10, 2003, pursuant to the approval of the Board of Directors of
Technology Visions, Technology Visions dismissed the accounting firm of
McKennon, Wilson & Morgan LLP as its independent auditors. On October 10, 2003,
Technology Visions engaged the accounting firm of Kabani & Company, Inc.,
C.P.A.'s, located in Fountain Valley, California, as its new independent
accountants. This information was previously reported in the Company's Form 8-K
dated October 10, 2003.

ITEM 8A. CONTROLS AND PROCEDURES

(a) As of the end of the period covered by this report, the Chief Executive
Officer and the Chief Financial Officer made an evaluation of the company's
disclosure controls and procedures (as defined in ss.240.13a-15(e) or
240.15d-15(e) of the Securities Exchange Act). Based on the evaluation of these

                                       14
<PAGE>

controls and procedures required by paragraph (b) of Rule 13a-15 or 15d-15 under
the Exchange Act, in their opinion, the disclosure controls and procedures are
effective.

(b) During the most recent fiscal year, there have not been any significant
changes in our internal controls over financial reporting or in other factors
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT; CODE OF ETHICS

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

NAME                           AGE           TITLE
----                           ---           -----

James B. Lahey                  69           Chairman of the Board of Directors,
                                             President, Chief Executive Officer,
                                             and Director
James A. Giansiracusa           55           Chief Operating Officer, Secretary,
                                             Chief Financial
                                             Officer and Director
Stephen V. Prewett              61           Consultant, Director
Ian C. Gent                     62           Director
William N. Whelen, Jr.          66           Director

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.

                                       15
<PAGE>

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 a director of Technology
Visions in April 1995. Dr. Prewett has extensive nuclear industry experience and
has served in a variety of positions with the Department of Energy, including
Senior Nuclear Engineer from 1976 to 1982. Dr. Prewett was also Director of
Environmental Safety and Health and Manager of Environmental Affairs with Gen
Corp, a multi-national manufacturing company from 1982 to 1984. Dr. Prewett's
background includes market assessment, identifying teaming partners for new
technology implementations, and strategy assessment to identify market trends
and industry growth areas. Dr. Prewett received a Bachelor of Science in Applied
Physics degree from East Carolina University, and Masters and Doctorate degrees
from Virginia Polytechnic Institute in Nuclear Science and Engineering.

WILLIAM N. WHELEN, JR. was appointed a director of Technology Visions in
September 1996. Currently, Mr. Whelen consults with various public and private
companies through W.N. Whelan and Co. Mr. Whelen serves on the board of Alpha
Online Power Corporation, a public company, and serves on an investment
committee 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.

Audit Committee Financial Expert

The Company does not have an audit committee financial expert serving on its
audit committee as it is still in the development stage.

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, 2003.

James A. Giansiracusa, Chief Operating Officer, Chief Financial Officer,
Secretary and a director of the company, failed to timely file a Form 4 for the
acquisition of options to purchase 100,000 shares at an exercise price of $.05
per share on January 1, 2003. A Form 4 reporting this transaction was
subsequently filed on April 15, 2003. Mr. Giansiracusa also failed to file Form
4s to report the disposition of 50,000 and 15,667 shares, respectively, on
February 21, 2003, the disposition of 50,000 and 150,000 shares, respectively,
on September 2, 2003, and the disposition of 100,000, 4,000, 4,000 and 20,000
shares, respectively, on December 23, 2003. Mr. Giansiracusa filed a Form 5 on
March 25, 2004 reporting these transactions.

James Lahey, President, Chief Executive Officer and a director of the company,
failed to timely file a Form 4 for the acquisition of options to purchase
100,000 shares at an exercise price of $.05 per share on January 1, 2003. A Form
4 reporting this transaction was subsequently filed on April 15, 2003. Mr. Lahey
also failed to file Form 4s to report the disposition of 70,000 shares on
February 21, 2003, the disposition of 300,000 shares on May 15, 2003, the

                                       16
<PAGE>

disposition of 100,000 shares on June 6, 2003 and the disposition of 300,000
shares on July 29, 2003. Mr. Lahey timely filed a Form 5 on February 10, 2004 to
report these transactions.

CODE OF ETHICS

We have adopted a code of ethics that applies to our board of directors and a
code of ethics for our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. These codes of ethics will be provided to any person without charge,
upon request, by sending such request to us at our principal office.

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, 2003:

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

Name and                                                                          Securities
Principal                                                       Other Annual      Underlying
Position                   Year      Salary          Bonus      Compensation     Options/SARS
--------                   ----      ------          -----      ------------     ------------
<S>                        <C>      <C>               <C>            <C>       <C>
James B. Lahey             2003     $150,000 (1)      $-             $-        100,000 shares (4)
CEO, President             2002     $150,000 (1)      $-             $-        100,000 shares (4)
                           2001     $120,000 (2)      $-             $-                    -

James A. Giansiracusa      2003     $150,000 (1)      $-             $-        100,000 shares (4)
COO, CFO, Secretary        2002     $150,000 (1)      $-             $-        100,000 shares (4)
                           2001     $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 have been granted to the officers. The options were
           valued at $15,200.

                                       17
<PAGE>
<TABLE>
                                     TABLE 2. OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
                                                   (Individual Grants)
      ---------------------- ------------------ ------------------- --------------- ---------------- -----------------
                                                 PERCENT OF TOTAL
                                 NUMBER OF        OPTIONS/SARS
                                 SECURITIES        GRANTED TO
                                 UNDERLYING         EMPLOYEES          EXERCISE OR     MARKET PRICE
                                OPTIONS/SARS       IN THE LAST         BASE PRICE       ON DATE OF        EXPIRATION
               NAME              GRANTED (#)       FISCAL YEAR           ($/SH)           GRANT              DATE
      ---------------------- ------------------ ------------------- --------------- ---------------- -----------------
<S>                                <C>                 <C>               <C>             <C>          <C>
       James B. Lahey, CEO
          and President            100,000             50%               $.05            $.14         January 1, 2008
      ---------------------- ------------------ ------------------- --------------- ---------------- -----------------
            James A.
       Giansiracusa, COO,
        CFO and Secretary          100,000             50%               $.05            $.14         January 1, 2008
      ---------------------- ------------------ ------------------- --------------- ---------------- -----------------
</TABLE>

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, 2008. A total of 200,000 option shares
were granted to the officers during the year and $15,200 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 200,000 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.

                                       18
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2003, information regarding
shares of common stock owned by (a) each person known by management to
beneficially own more than 5% of the outstanding common stock, (b) each of
Technology Visions' directors, and (c) all executive officers and directors of
Technology Visions as a group:

<TABLE>
<CAPTION>
Name and Address of                           Amount and Nature of           Percent of Outstanding
Beneficial Owner                            Beneficial Shares Owned                 Ownership
----------------                            -----------------------                 ---------
<S>                                               <C>                               <C>

Officers and Directors:

James B. Lahey (1)                                1,807,144                         2.8%
Carlsbad Research Center
5950 La Place Court, Suite 155
Carlsbad, CA 92008

James A. Giansiracusa (1)                         1,902,000*                          3%
Carlsbad Research Center
5950 La Place Court, Suite 155
Carlsbad, CA 92008

Ian C. Gent                                         350,000                          <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 155
Carlsbad, CA 92008

All Officers and Directors as a group             5,309,144                         8.2%
(5 persons)

Others:

Ruth P. Brittingham                               4,302,292                         6.7%
O. G. Sansone & Colleen Sansone                   4,768,133                         7.4%
Richard Benveniste                                5,814,538                           9%
</TABLE>

*1,299,999 shares have not yet been issued to Mr. Giansiracusa.
(1) Includes 200,000 shares underlying options at an exercise price of $.05 per
share.

                                       19
<PAGE>

<TABLE>
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
<CAPTION>

                                                                                              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                            950,000                         $0.15                    4,600,000
                                           ---------                        -----                   -----------

Total                                       950,000                         $0.15                    4,600,000
</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, respectively, 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.

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.

                                       20
<PAGE>

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. Under Mr. Weed's agreement with the company, he is
entitled to options to purchase 50,000 share of common stock every six months.
The exercise price of the option is 125% of the fair market value on the day of
the grant. The options expire three years from issuance. On July 17, 2002, Mr.
Weed was granted options to purchase 50,000 shares at an exercise price of
$.0875 per share, expiring July 17, 2005. On January 17, 2003, Mr. Weed was
granted options to purchase 50,000 shares at an exercise price of $.125 per
share, expiring January 17, 2005. On July 17, 2003, Mr. Weed was granted options
to purchase 50,000 shares at an exercise price of $.125 per share, expiring July
17, 2005. Total expense for the granting of these options was $4,400.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 27, 1997, Technology Visions entered into an installment loan agreement
with an individual shareholder to borrow $300,000, payable in $100,000
installments on May 27, 1997, September 5, 1997 and December 3, 1997. As of
December 31, 1998, the shareholder 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. No principal or interest payments have been made
during the current fiscal year. Accrued interest at December 31, 2003 was
$225,190. The installment note is collateralized by Technology Visions' rights,
titles and patents, to a technology known as the Polymer Encapsulation
Technology.

In March 2003, the Company entered into a new agreement with a shareholder
whereby the shareholder loaned the Company $10,000. The shareholder 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 21, 2003. Accrued interest at
December 31, 2003 was $800.

                                       21
<PAGE>

As of December 31, 2003, James Lahey and James Giansiracusa, officers of the
company advanced the company a total of $332,440 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 $100,041 as of December 31, 2003. In April 2002, the officers agreed to
forbear any collection of this debt until January 1, 2005.

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,
2003 totaled $1,838,724, and accrued interest totaled $84,332. 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 and $.07 in 2003.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

(3.1)          Articles of Incorporation. (1)
(3.2)          Certificate of Amendment to Articles of Incorporation. (3)
(3.3)          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(5)
(10.11)        Employment Agreement with James A. Giansiracusa(5)
(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)
(14.1)         Code of Ethics for the Board of Directors
(14.2)         Code of Ethics for Executive Officers
(31.1)         Certification of the Chief Executive Officer of Technology
               Visions Group, Inc. pursuant to Section 302 of the Sarbanes-Oxley
               Act of 2002
(31.2)         Certification of the Chief Financial Officer of Technology
               Visions Group, Inc. pursuant to Section 302 of the Sarbanes-Oxley
               Act of 2002
(32.1)         Certification of the Chief Executive Officer and Chief Financial
               Officer of Technology Visions Group, Inc. pursuant to Section 906
               of the Sarbanes Oxley Act of 2002

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)

         (5) Previously filed as part of the Form 10-KSB for the Period Ending
         December 31, 2002.

                                       22
<PAGE>

(b) REPORTS ON FORM 8-K

 On October 17, 2003, Technology Visions filed a Form 8-K dated October 10,
2003, reporting under Item 4 that it dismissed the accounting firm of McKennon,
Wilson & Morgan LLP as its independent auditors. The company also reported that
on October 10, 2003, it engaged the accounting firm of Kabani & Company, Inc.,
C.P.A.'s, located in Fountain Valley, California.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant's
annual financial statements and review of financial statements included in the
registrant's Form 10-QSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were $33,600 and $61,300 for the years ended December 31,
2003 and 2002, respectively.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of the registrant's financial statements and
not reported under Item 1 were $11,000 and $-0- for the years ended December 31,
2003 and 2002, respectively. The nature of the services comprising such fees was
the review of the Form SB-2 filed by the Company.

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice and
tax planning were $2,750 and $8,440. The nature of the services comprising such
fees was preparation of tax returns for the Company.

(4) All Other Fees

There were no other fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than services
listed in Items 1 to 3 above.

Policy On Audit Committee Pre-Approval Of Audit And Permissible Non-Audit
Services Of Independent Auditors

The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.

                                       23
<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 14, 2004                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 14, 2004
----------------------------               Chairman of the Board (Chief
James B. Lahey                             Executive Officer)


/S/ JAMES A. GIANSIRACUSA                  Chief Operating Officer, Chief        April 14, 2004
----------------------------               Financial Officer (Chief
James A. Giansiracusa                      Financial and Accounting
                                           Officer), Secretary, and Director


/S/ IAN C. GENT                            Director                              April 14, 2004
----------------------------
Ian C. Gent


/S/ STEPHEN V. PREWETT                     Director                              April 14, 2004
----------------------------
Stephen V. Prewett


/S/ WILLIAM N. WHELEN                      Director                              April 14, 2004
----------------------------
William N. Whelen, Jr.
</TABLE>

                                               24
<PAGE>

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

                                    INDEX TO FINANCIAL STATEMENTS
                                    -----------------------------
<CAPTION>

Description                                                                                     Page
-----------                                                                                     ----
<S>                                                                                              <C>
Independent Auditors' Report - December 31, 2003.................................................F-2

Independent Auditor's Report - December 31, 2002.................................................F-3

Balance Sheet as of December 31, 2003............................................................F-4

Statements of Operations for the Years Ended December 31, 2003 and 2002, and for the
   Period from Inception, January 1, 1995 through December 31, 2003..............................F-5

Statements of Stockholders' Deficit for the Period from Inception, January 1,
   1995 through December 31, 2001, and for the Years Ended December 31, 2003 and 2002............F-6

Statements of Cash Flows for the Years Ended December 31, 2003 and 2002,
   and for the Period from Inception, January 1, 1995 through December 31, 2003..................F-9

Notes to Financial Statements...................................................................F-11

                                                F-1
</TABLE>
<PAGE>

                INDEPENDENT AUDITORS' REPORT - DECEMBER 31, 2003
                ------------------------------------------------

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, 2003, and the related
statements of operations, stockholders' deficit and cash flows for the year
ended December 31, 2003, and from the period from inception, January 1, 1995
through December 31, 2003. 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, 2003, and the results of its operations and its cash flows
for the year ended December 31, 2003, and for the period from inception, January
1, 1995, through December 31, 2003, 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 $1,084,199 and
stockholders' deficiency of $3,291,630 at December 31, 2003. 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/ Kabani & Company
Fountain Valley, California
April 6, 2004

                                      F-2
<PAGE>

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

To the Stockholders of
Technology Visions Group, Inc.

We have audited the accompanying statements of operations, stockholders' deficit
and cash flows of Technology Visions Group, Inc., a development-stage company,
for the year 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 results of its operations and its cash flows
Technology Visions Group, Inc. for the year 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 and
has recurring losses from operations. 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-3
<PAGE>

                         Technology Visions Group, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 2003


                                     ASSETS

Cash & cash equivalents                                            $      2,589
                                                                   -------------
      Total current assets                                                2,589

Property and equipment, net of accumulated depreciation
      of $114,209                                                         3,265
Other assets                                                              4,800
                                                                   -------------
      Total assets                                                 $     10,654
                                                                   =============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable                                                   $    308,076
Accrued expenses                                                         19,480
Loan advance                                                             30,000
Current portion of notes payable to related parties                     375,500
Accrued interest to related parties                                     354,532
                                                                   -------------
      Total current liabilities                                       1,087,588

Notes payable to related parties                                        332,439
Accrued officers and directors compensation                           1,923,057
                                                                   -------------
      Total liabilities                                               3,343,084

Commitments                                                                  --

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;
      64,434,158 issued and outstanding                                  64,434
Additional paid-in-capital                                           14,824,372
Accumulated deficit                                                 (18,071,221)
Stock offering costs                                                   (150,015)
                                                                   -------------
      Total stockholders' deficit                                    (3,332,430)

                                                                   -------------
      Total liabilities and stockholders' deficit                  $     10,654
                                                                   =============

              See accompanying notes to these financial statements.

                                      F-4
<PAGE>
<TABLE>
                                   Technology Visions Group, Inc.
                                    (A Development Stage Company)
                                      Statements of Operations
<CAPTION>

                                                                                      For the period
                                                                                       of Inception,
                                                                                      from January 1,
                                                        For the Year Ended             1995 through
                                                           December 31,                December 31,
                                                     2003               2002               2003
                                                --------------     --------------     --------------
<S>                                             <C>                <C>                <C>
Revenues                                        $          --      $          --      $          --

Costs and expenses:
      Research and development                             --            108,290            685,507
      General and administrative expenses             625,901            484,115          7,077,313
      Compensatory element of stock options            21,556              5,850          2,280,216
      Loss from litigation settlement, net                 --                 --            476,350
      Impairment of patent                             14,937                 --             55,477
      Impairment of property & equipment                   --                 --            223,064
                                                --------------     --------------     --------------
Operating loss                                       (662,394)          (598,255)       (10,797,927)

Other income and (expenses):
      Interest income                                      24              1,168              1,192
      Gain from reduction in debt                      56,058             31,632          1,354,330
      Interest expense                               (114,367)           (98,898)        (1,846,447)
      Other income                                        485             22,969            717,624
      Financing costs                                      --                 --           (383,600)
      Debt conversion expense                              --                 --           (155,343)
                                                --------------     --------------     --------------
Net loss                                        $    (720,194)     $    (641,384)     $ (11,110,171)
                                                ==============     ==============     ==============


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

Weighted average number
      of shares outstanding                        64,299,375         57,292,035
                                                ==============     ==============

                        See accompanying notes to these financial statements.

                                                F-5
</TABLE>
<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, 2001,
                                           For the Years Ended December 31, 2002 and 2003
<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 December 31, 1994          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                    74,000          740          6,660             --           --     (3,400)         4,000
Issuance of stock for cash              2,617,881       11,617        526,993             --           --         --        538,610
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                                544,551          544        105,176             --           --         --        105,720
Issuance of stock for conversion
  of notes payable and accrued
  interest                             19,687,527      138,828      2,469,402             --           --         --      2,608,230
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-6
</TABLE>
<PAGE>
<TABLE>
                                                   Technology Visions Group, Inc.
                                                    (A Development Stage Company)
                                           Statements of Stockholders' Deficit (continued)
                              For the Period from Inception, January 1, 1995 through December 31, 2001,
                                           For the Years Ended December 31, 2002 and 2003
<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>
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                              3,700,000         3,700       626,300           --            --           --       630,000
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, 2001                 --            --            --   (9,748,593)           --           --    (9,748,593)
                                      ----------------------------------------------------------------------------------------------
      Balances at December 31, 2001    46,624,994        46,625    14,056,517  (16,709,643)           --       (3,400)   (2,609,901)

                                        See accompanying notes to these financial statements.

                                                                F-7
</TABLE>
<PAGE>
<TABLE>
                                                   Technology Visions Group, Inc.
                                                    (A Development Stage Company)
                                           Statements of Stockholders' Deficit (continued)
                              For the Period from Inception, January 1, 1995 through December 31, 2001,
                                           For the Years Ended December 31, 2002 and 2003
<CAPTION>

                                                                                                Notes
                                                                                              Receivable
                                           Common Stock         Additional                   From Issuance   Stock
                                      -----------------------    Paid-in        Accumulated    of Common    Offering
                                         Shares      Amount      Capital          Deficit        Stock       Costs         Total
                                      ----------------------------------------------------------------------------------------------
<S>                                     <C>          <C>       <C>             <C>             <C>         <C>          <C>
   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 employment agreements              --        --          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)

Issuance of stock for cash                 603,846       604         34,396              --          --           --         35,000
Issuance of stock for consulting
  services                                 775,000       775         67,475              --          --           --         68,250
Issuance of stock for accounts
  payable                                   20,000        20          1,823              --          --           --          1,843
Stock issued for stock offering
  fee                                    1,678,022     1,678        149,344              --          --     (151,022)            --
Stock issued for equity line of
  credit                                   371,438       372         19,628              --          --           --         20,000
Amortization of stock offering
  costs                                         --        --         (1,007)             --          --        1,007             --
Value assigned to stock options
  issued for employment agreements              --        --         21,556              --          --           --         21,556
Net loss for the year                           --        --             --        (720,194)         --           --       (720,194)
                                      ----------------------------------------------------------------------------------------------
   Balances at December 31, 2003        64,434,158   $64,434   $ 14,824,372    $(18,071,221)   $     --    $(150,015)   $(3,332,430)
                                      ==============================================================================================

                                        See accompanying notes to these financial statements.

                                                                F-8
</TABLE>
<PAGE>
<TABLE>
                                        Technology Visions Group, Inc.
                                         (A Development Stage Company)
                                           Statements of Cash Flows
<CAPTION>

                                                                                               For the period
                                                                                                of Inception,
                                                                                               from January 1,
                                                                    For the Years               1995 through
                                                                 Ended December 31,             December 31,
                                                                2003             2002               2003
                                                           -------------     -------------     -------------
<S>                                                        <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                             $   (720,194)     $   (641,384)     $(11,110,171)
      Adjustments to reconcile net loss to net cash
          Used in operating activities:
      Depreciation and amortization                               4,735             4,707           156,999
      Amortization of deferred finance costs                         --                --           851,350
      Gain from reduction of debt                               (56,058)          (31,632)       (1,429,701)
      Common stock issued for services rendered                  68,250             7,000           270,870
      Common stock issued for licensing agreement                    --            30,000            30,000
      Compensatory element of common stock and options           21,556             5,850         2,955,216
      Impairment of patent                                       14,937                --            55,477
      Impairment of property & equipment                             --                --           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                --
          Decrease (increase) in prepaid expenses                 2,256            (2,256)           24,471
          (Increase) in deposits                                     --                --            (3,412)
          Increase (decrease) in accounts payable and
              accrued expenses                                  406,724           236,383         3,615,355
                                                           -------------     -------------     -------------
      NET CASH USED IN OPERATING ACTIVITIES                    (257,794)         (238,658)       (3,600,628)
                                                           -------------     -------------     -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of fixed assets                                  (2,030)               --          (247,875)
      Costs of licenses and patents                                  --                --           (54,550)
                                                           -------------     -------------     -------------
      NET CASH USED IN INVESTING ACTIVITIES                      (2,030)               --          (302,425)
                                                           -------------     -------------     -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from sale of common stock                         35,000           243,000           816,743
      Proceeds from issuance of convertible debenture                --                --           375,000
      Proceeds from stock purchase agreement                     20,000                --            20,000
      Payments on debenture notes                                    --          (110,000)         (110,000)
      Decrease in due to shareholders                                --                --           (16,234)
      Notes payable, net                                        179,099            71,000         2,972,259
      Deferred finance charges                                       --                --          (175,350)
      Proceeds from exercise of stock options                        --                --             3,000
      Repayment of notes receivable from stockholders                --                --             6,360
                                                           -------------     -------------     -------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                 234,099           204,000         3,891,778
                                                           -------------     -------------     -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                       (25,725)          (34,658)          (11,275)
Cash and cash equivalents at beginning of period                 28,314            62,972            13,864
                                                           -------------     -------------     -------------
Cash and cash equivalents at end of period                 $      2,589      $     28,314      $      2,589
                                                           =============     =============     =============

                             See accompanying notes to these financial statements.

                                                      F-9
</TABLE>
<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,
                                                                    2003               2002              2003
                                                              ---------------    ---------------    ---------------
<S>                                                           <C>                <C>                <C>
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
--------------------------------
       Interest                                               $          549     $        7,902     $      119,945
                                                              ===============    ===============    ===============
       Taxes                                                  $          857     $        5,819     $        6,676
                                                              ===============    ===============    ===============

Non-cash Financing Activities:
------------------------------
      Value of shares issued in connection
          with compensatory obligations                       $           --     $      150,000     $      919,400
                                                              ===============    ===============    ===============
      Value of stock issued for
          conversion of notes payable                         $           --     $       20,000     $    2,054,653
                                                              ===============    ===============    ===============
      Accrued interest converted to common stock              $           --     $       13,650     $       53,473
                                                              ===============    ===============    ===============
      Value of shares paid to satisfy accounts payable        $        1,842     $       19,500     $       79,880
                                                              ===============    ===============    ===============
      Assets acquired through a capital lease                 $           --     $           --     $        7,126
                                                              ===============    ===============    ===============
      Value of shares issued for consulting services          $       68,250     $        7,000     $      624,160
                                                              ===============    ===============    ===============
      Value assigned to stock options issued for services     $       21,556     $        5,850     $       93,406
                                                              ===============    ===============    ===============
      Value of stock issued for licensing agreement           $           --     $       30,000     $       30,000
                                                              ===============    ===============    ===============
      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
                                                              ===============    ===============    ===============
      Value of stock issued for stock offering costs          $      151,022     $           --     $      151,022
                                                              ===============    ===============    ===============

                               See accompanying notes to these financial statements.

                                                       F-10
</TABLE>
<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 $11,110,171 through December 31, 2003. As of December 31,
2003, the Company had a stockholders' deficit and a working capital deficit of
approximately $3,332,430 and $1,084,999, respectively. The Company is in arrears
with certain payables and accrued liabilities. During the fiscal year ended
December 31, 2003, the Company raised $35,000 from the sale of restricted common
stock and $20,000 from a stock purchase agreement. The Company requires
additional funds to move into the marketing and commercialization of its
technologies. No assurances can be given that the Company can manufacture its
technologies 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, 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. In April
2003, the Company entered into a common stock purchase agreement with Fusion
Capital Fund II, LLC ("Fusion Capital") in an effort to raise working capital
(see Note 10). Management intends to use any funds raised to pay down its debt
and to pursue the marketing and commercialization of its 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.

                                      F-11
<PAGE>

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

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
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
$11 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.

The Company completed all of the initial and intermediate testing and evaluation
of its GMENT technology at the Idaho Falls site with the receipt of Volume II of
the "Final Results Report, In Situ Grout Technology for Application in Buried
Transuranic Waste Sites," published in April 2003 by INEEL. Confirmation of the
test results using surrogate waste is now being confirmed using actual
radioactive waste. Therefore, there have been no expenditures during the year
ended December 31, 2003 for research and development. The Company is moving into
position to begin the marketing and commercialization phase of its development.

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.

                                      F-12
<PAGE>

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

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.

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.

Cash and cash equivalents
-------------------------

The Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents. The Company maintains its cash in bank deposit accounts that may
exceed federally insured limits. The company has not experienced any losses in
such accounts.

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

Expenditures for maintenance and repairs are charged to expense as incurred.

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

                                      F-13
<PAGE>

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

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

The Company's revenue recognition policies are in compliance with Staff
accounting bulletin (SAB) 104. The Company recognizes revenue from product sales
and professional services rendered once all of the following criteria for
revenue recognition have 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.

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

Under two contracts with prime contractors, the Company received proceeds of
$-0- and $22,969 during 2003 and 2002, respectively, to finance costs related to
testing and evaluation of its products. The amounts received under these
contracts have been reflected as other 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.

Under APB 25, when the exercise price of the Company's stock options equals or
exceeds the fair value of the underlying stock on the date of grant, no
compensation expense is recorded.

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

                                      F-14
<PAGE>

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

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,
2003, consist of the following:

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

Notes payable to related parties                                  9,203,772
Options to purchase common stock                                  1,012,500
Accrued officers' and directors' compensation                    23,107,484
                                                         -------------------
       Total incremental shares at December 31, 2003             33,323,756
                                                         ===================

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

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations for a Disposal of a Segment of a
Business." The Company periodically evaluates the carrying value of long-lived
assets to be held and used in accordance with SFAS 144. SFAS 144 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amounts. In
that event, a loss is recognized based on the amount by which the carrying
amount exceeds the fair market value of the long-lived assets. Loss on
long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal. Based on its
review, the Company believes that, as of December 31, 2003, there were no
significant impairments of its long-lived assets.

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. The Company evaluates
its intangible assets in accordance with SFAS 144 and records any impairment in
the year it determines the impairment of such intangible assets. The Company
recorded impairment of its intangible asset in the year 2003 (note 4).

                                      F-15
<PAGE>

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

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

On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 150 (FAS 150), "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity." FAS 150 changes the accounting
for certain financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity, by now requiring those instruments
to be classified as liabilities (or assets in some circumstances) in the
statement of financial position. Further, FAS 150 requires disclosure regarding
the terms of those instruments and settlement alternatives. FAS 150 affects an
entity's classification of the following freestanding instruments: a)
Mandatorily redeemable instruments b) Financial instruments to repurchase an
entity's own equity instruments c) Financial instruments embodying obligations
that the issuer must or could choose to settle by issuing a variable number of
its shares or other equity instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments d) FAS 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003, and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. For private companies, mandatorily
redeemable financial instruments are subject to the provisions of FAS 150 for
the fiscal period beginning after December 15, 2003. The adoption of SFAS No.
150 does not have a material impact on the Company's financial position or
results of operations or cash flows.

In December 2003, the Financial Accounting Standards Board (FASB) issued a
revised Interpretation No. 46, "Consolidation of Variable Interest Entities"
(FIN 46R). FIN 46R addresses consolidation by business enterprises of variable
interest entities and significantly changes the consolidation application of
consolidation policies to variable interest entities and, thus improves
comparability between enterprises engaged in similar activities when those
activities are conducted through variable interest entities. The Company does
not hold any variable interest entities.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment, net, consist of the following at December 31, 2003:

         Computer equipment                                  $  10,749
         Office furniture and fixtures                          46,605
         Research laboratory furniture and fixtures             60,120

                                                             ----------
              Subtotal                                         117,474
         Accumulated depreciation                             (114,209)
                                                             ----------
                                                             $   3,265
                                                             ==========

For the years ended December 31, 2003 and 2002, depreciation expense totaled
$2,935 and $2,908, respectively.

NOTE 4 - INTANGIBLE ASSETS

Intangible assets consisted of patent costs and accumulated amortization. At the
end of the current fiscal year, in accordance with FAS 144, management evaluated
the current market value of the patent. Based on the market value of similar

                                      F-16
<PAGE>

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

patents, management determined that the value of the patent at December 31, 2003
was zero. Therefore the Company recorded an impairment of the net book value of
$14,937 in the year 2003.

For the years ended December 31, 2003 and 2002, the patent 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, 2003:

<TABLE>
<CAPTION>
                                                                        Principal       Accrued
                          Notes                      Interest Rate       Balance        Interest
         ------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>              <C>
         Current Portion:
              Shareholders                             10% - 12%     $    375,500     $    254,490
              Officers (interest portion only)                                 --          100,041
                                                                     -------------    -------------
                 Total                                                    375,500          354,531

         Long Term Portion:
              Officers                                  8% - 10%          332,439               --
                                                                     -------------    -------------
                 Total                                                    332,439               --

                                                                     -------------    -------------
         Total Notes Payable to related parties                      $    707,939     $    354,531
                                                                     =============    =============
</TABLE>

Current - Shareholders:
-----------------------

At December 31, 2003, the Company had outstanding loans from various
shareholders in the amount of $60,000. The notes bear an interest rate of 10%
per annum and were due on November 5, 1999. The noteholders 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. No principal or interest payments have been made during the
current fiscal year. Accrued interest at December 31, 2003 was $28,500. As the
Company is in default on the note, it has been classified as a current note
payable.

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. 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 have been made during the current
fiscal year. Accrued interest at December 31, 2003 was $225,190. As the Company
is in default on the note, it has been classified as a current note payable.

At December 31, 2003, 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 on
the note.

                                      F-17
<PAGE>

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

In March 2003, the Company entered into a new agreement with a shareholder
whereby the shareholder loaned the Company $10,000. The shareholder 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 21, 2003. Accrued interest at
December 31, 2003 was $800. The Company is currently in default on this note.

Long-term - Officers:
---------------------

At December 31, 2001, the 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 year ended December 31, 2002, the officers loaned an additional
$65,000 in cash to the Company at 8% per annum. 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. In addition, on June 10,
2002 one of the officers transferred 200,000 shares of the Company's common
stock privately owned by them 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. When
the attorney sold the shares and reduced his bill, the shares were sold at less
than the value previously recorded. The officer's loans were reduced accordingly
by $2,256 to a net loan value of $13,744.

During the year ended December 31, 2003, the Company entered into seven new
agreements with the officers, whereby the officers loaned a total of $88,000 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 between March 11, 2004 and June 23, 2004.

On February 21, 2003, two of the officers transferred a total of 135,667 shares
of the Company's common stock privately owned by them to pay the retainer for
legal fees. At the date of the transfer the shares had a market value of $0.11
per share or $14,923. On May 15, 2003, one of the officers transferred 300,000
shares of the Company's common stock privately owned by them to pay the retainer
for legal fees. At the date of the transfer the shares had a market value of
$0.145 per share or $43,500. These amounts were recorded as an additional loan
made by the officers and applied to prepaid expenses. When the attorney sold the
shares and reduced his bill, the shares were sold at less than the value
previously recorded. The officer's loans were reduced accordingly by $33,812 to
a net loan value of $24,611. On June 2, 2003, an officer transferred 100,000
shares of the Company's common stock privately owned by him to pay consulting
fees to a non-related third-party. At the date of the transfer the shares had a
market value of $0.15 per share or $15,000. On July 29, 2003, one of the
officers transferred 300,000 shares of the Company's common stock privately
owned by them to pay the retainer for legal fees. At the date of the transfer
the shares had a market value of $0.11 per share or $33,000. These amounts were
recorded as an additional loan made by the officers and applied to prepaid
expenses. When the attorney sold the shares and reduced his bill, the shares
were sold at less than the value previously recorded. The officer's loans were
reduced accordingly by $20,157 to a net loan value of $12,843. On December 16,
2003, an officer transferred 10,000 shares of the Company's common stock
privately owned by him to pay consulting fees to a non-related third-party. At
the date of the transfer the shares had a market value of $0.09 per share or
$900. 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 between
February 21, 2004 and December 16, 2004.

                                      F-18
<PAGE>

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

During 2000, the officers entered into a standstill agreement with the Company
in which they agreed to forebear any collection of the debts for a period of one
year. During the current year, the agreements with the officers were extended to
January 1, 2005. As such, all loans made by the officers have been classified as
long-term notes payable.

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. As of December 31, 2002, all the convertible
debentures had been converted or paid in full.

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 2006.
Rental and equipment lease expense was $35,692 and $29,471 during the years
ended December 31, 2003 and 2002, respectively.

Future annual minimum lease payments as of December 31, 2003:

                                                       Capital        Operating
                                                       Leases           Leases
                                                    ------------     -----------
                                       2004         $     2,151      $   33,720
                                       2005               1,434          30,792
                                       2006                              30,792
                                                    ------------     -----------
                                                          3,585      $   95,304
                                                                     ===========
          Less amount representing interest                (295)

         Present value of net minimum lease         -------------
           payments under capital lease             $     3,290
                                                    ============

Assets recorded under capital leases as of December 31, 2003, consist of
computer equipment totaling $7,126 less accumulated amortization of $5,463.

                                      F-19
<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
years ended December 31, 2003 and 2002. Additional compensation based on the
difference between the market price and the exercise price at the date of grant
of $15,200 and $2,600 was recorded for the years ended December 31, 2003 and
2002. During the two year period the Series A Convertible Preferred stock was
not issued. For the fiscal year ended December 31, 2003 and 2002, the aggregate
expense recorded under the agreements amounted to $315,200 and $302,600,
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, 2003 totaled $1,838,724, and accrued interest totaled $84,332. 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 January 1, 2005.

Consulting Agreement
--------------------

On September 30, 2003, the Company engaged The Janis Group ("Janis") to provide
consulting and advisory services to assist with the implementation of the
Company's business plan, specifically, to work with the Company to further its
efforts in the commercialization of its proprietary waste management products.
The initial fee for these services is $7,500. As of December 31, 2003, $3,750 of
this amount had been billed and paid.

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, 2002
---------------------------------------------

During the year, the Company issued 6,640,384 shares of restricted common stock
for proceeds of $243,000. The shares were sold at prices ranging between $0.02
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 quarter ended March 31, 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.

                                      F-20
<PAGE>

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

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.

During the quarter ended March 31, 2002, 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.

During the quarter ended March 31, 2002, the convertible debenture holders
elected to convert $13,650 of accrued interest into 620,474 shares of the
Company's common stock. In addition in May 2002, as part of the agreement with
the convertible debenture holders (Note 6), the Company converted $20,000 of
principal on the convertible debentures into 500,000 shares of 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.

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.

Common Stock Transactions - December 31, 2003
---------------------------------------------

During the year, the Company issued 603,846 shares of common stock for proceeds
of $35,000. The shares were sold at prices ranging between $0.04 and $0.075 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 an average prior to
the sale.

In January 2003, the Company granted both officers an option to purchase 100,000
shares of the Company's common stock at an exercise price of $0.05 per share, as
part of their employment agreement. These options were valued at $15,200, and
were charged to officer's compensation during the three months ended March 31,
2003.

The Company issued a total of 775,000 shares of its common stock for consulting
services with a total value of $68,250 with a range of $0.075 and $0.09 per
share. These transactions consist of the following:

                                      F-21
<PAGE>

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

         a) The Company entered into an agreement with an unrelated third party
to provide investment funding for the Company (see Note x). As part of the
agreement, the Company issued 300,000 shares of its common stock for expense
reimbursements of the investor. At the time of the grant, the shares were valued
at $27,000 or $.09 per share, and were charged to operations during the three
months ended March 31, 2003.

         b) In April 2003, the Company issued 100,000 shares of its common stock
to a consultant for marketing and public relations support. At the time of the
grant, the shares were valued at $7,500 and were charged to operations during
the three months ended June 30, 2003.

         c) In February 2003, the Company entered into Business and Financial
Services Agreement with Ascendiant Capital Group, LLC ("Ascendiant") for
financial and business advice and consultation, and specifically, to arrange and
assist in the negotiations for a $5 million line of credit. In connection with
this agreement, Ascendiant was paid 375,000 shares of the Company's common stock
under Rule 144 in April 2003 valued at $33,750.

In March 2003, the Company began negotiations with Fusion Capital for the common
stock purchase agreement described in Note 10. As part of this agreement, the
Company agreed to pay Fusion $10,000 cash and issue 300,000 shares of its common
stock valued at $27,000 as reimbursement of Fusion Capital's expenses in
connection with the transaction. The value of the common stock was charged to
operations. In addition, the Company issued 1,678,022 shares of its common stock
in April 2003 upon signing the agreement as a commitment fee. The market value
at the date grant was $0.09 per share or $151,022, and was capitalized as a
stock offering fee and reported as a reduction of the stockholders' deficit on
the accompanying financial statements.

In September 2003, the Company issued 20,000 shares of its common stock to a
consultant for payment of accrued expenses. At the time of the grant, the shares
were valued at $1,842 and were charged against accounts payable.

In September and October 2003, the Company issued a total of 371,438 shares of
its common stock to Fusion Capital under the Stock Purchase Agreement (see Note
10) for proceeds of $20,000. The price ranged between $0.050 and $0.058 per
share. The shares were issued under the Company's SB-2 registration that became
effective on July 16, 2003.

Stock Issuance Costs
--------------------

The Company capitalizes direct and incremental costs associated with raising
cash from the issuance of equity capital, and such costs will be reported as a
reduction to the proceeds received in the event the offering is successful. In
the event the stock offering is unsuccessful, such costs will be expensed at the
time known to management. Stock issuance costs are reported as a reduction of
stockholders' deficit in the accompanying financial statements at December 31,
2003. During the current year, $1,006 was amortized due to the purchase of stock
under the stock purchase agreement (See Note 10). The balance at December 31,
2003 was $150,015.

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

                                      F-22
<PAGE>

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

were valued at $93,750. The warrants were cancelled as part of the agreement
with the holders to redeem the debentures (see Note 6) in May 2002.

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.

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                              -%

In addition, the agreement called for the Company to grant the attorney an
option to purchase 50,000 common shares every six months in July and January.
The options have an exercise price of 125% of the market price on the day of the
grant and expire three years from the date of the grant. During the current
year, the Company granted the attorney the options due to them under this
agreement totaling 150,000 option shares with an exercise price ranging from
$0.09 to $0.15 per share. The Company valued these options using the fair value
method and recorded consulting expense of $4,400 based on the Black-Scholes
option pricing model with the following assumptions:

                                          July 2002      Jan 2003      July 2003
                                          ---------      --------      ---------
         Risk-free interest rate           4.00%          4.00%         4.00%
         Expected life                     3 years        3 years       3 years
         Expected volatility                83%            44%           38%
         Dividend yield                       0%            0%            0%

In February 2003, Ascendiant received an option for 62,500 of the Company's
restricted common stock at an exercise price of $0.10 per share, with a one-year
term, and a cashless exercise provision. The Company valued the options using
the fair value method and recorded as a consulting fee in April 2003 of $1,956,
based on the Black-Scholes option pricing model using the following assumptions:

                                      F-23
<PAGE>

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

         Risk-free interest rate                     3.25%
         Expected life                               1 year
         Expected volatility                         38%
         Dividend yield                              0%

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.
At December 31, 2003, outstanding options to purchase common stock of the
Company totaled 1,012,500, had expiration dates ranging from April 30, 2004 to
January 1, 2008, and the exercise prices ranged from $0.05 per share to $0.45
per share.

NOTE 9 - GAIN FROM REDUCTION OF DEBT

As discussed in Note 8, during the quarter ended March 31, 2002, 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.

During the quarter ended December 31, 2003, the Company evaluated its old trade
debt in which the statute of limitations for collection had either run out or
the services had not been performed by the vendor and therefore the debt was not
owed by the Company. The Company wrote-off a total of $56,058 of trade debt from
this evaluation and recorded the amount as a gain from the reduction of debt.

NOTE 10 - FUSION CAPITAL TRANSACTION

On April 22, 2003, the Company entered into a common stock purchase agreement
with Fusion Capital pursuant to which Fusion Capital agreed to purchase on each
trading day during the term of the agreement $10,000 of the Company's common
stock up to an aggregate of $6.0 million. The $6.0 million of common stock is to
be purchased over a 30-month period, subject to a six-month extension or earlier
termination at the Company's discretion. The purchase price of the shares of
common stock will be equal to a price based upon the future market price of the
common stock without any fixed discount to the market price. Fusion Capital does
not have the right or the obligation to purchase shares of the Company's common
stock in the event that the price of its common stock is less than $0.05 per
share.

The Company has authorized the sale and issuance of 20,000,000 shares of its
common stock to Fusion Capital under the common stock purchase agreement. The
Company filed a registration statement on Form SB-2 to register the underlying
securities on May 15, 2003. The registration statement became effective on July
16, 2003.

Under the terms of the common stock purchase agreement, Fusion Capital received
1,678,022 shares of the Company's common stock as a commitment fee, valued at
$151,022. The value of these shares has been recorded as stock offering fees. In
addition, at such time as Fusion Capital has purchased $3,000,000 of the
Company's common stock under the common stock purchase agreement, the Company
will issue to Fusion Capital an additional 1,978,022 shares of common stock as
an additional commitment fee. This commitment fee will be recorded when the
contingencies are removed and the fee is earned. Unless an event of default
occurs, these shares must be held by Fusion Capital until 30 months from the
date of the common stock purchase agreement or the date the common stock
purchase agreement is terminated. Under the common stock purchase agreement, on
each trading day Fusion Capital is obligated to purchase a specified dollar

                                      F-24
<PAGE>

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

amount of the Company's common stock. Subject to the Company's right to suspend
these purchases at any time, and its right to terminate the agreement with
Fusion Capital at any time Fusion Capital shall purchase on each trading day
during the term of the agreement $10,000 of the Company's common stock. The
Company may decrease this daily purchase amount at any time. The Company also
has the right to increase the daily purchase amount at any time; provided
however, it may not increase the daily purchase amount above $10,000 unless its
stock price is above $.30 per share for five consecutive trading days.

In September and October 2003, Fusion Capital purchased 371,438 shares of the
Company's common stock for $20,000 as part of this agreement (see Note 8). In
addition, Fusion loaned the Company $30,000 during the year ended December 31,
2003 against future purchases of shares under the Stock Purchase Agreement.

NOTE 11 - INCOME TAXES

The Company was not required to provide for a provision for income taxes for the
years ended December 31, 2003 and 2002 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, 2003 and
2002 consist of the following:

         Deferred income tax assets:               2003              2002
                                               ------------     ------------

         Net operating loss carry forwards     $ 4,083,000      $ 3,929,000
         Deferred compensation/options           2,101,000        1,967,000

         Valuation allowance                    (6,184,000)      (5,896,000)
                                               ------------     ------------
         Total                                 $        --      $        --
                                               ============     ============

The valuation allowance for net deferred tax assets increased by approximately
$288,000 during the year due to the correction of prior year NOL's for Federal
and California tax purposes.

At December 31, 2003, the Company had net operating loss ("NOL") carry forwards
for Federal and California income tax purposes of approximately $11.0 million
and $3.5 million, respectively. Federal NOLs begin to expire in 2003 and will
fully expire in 2023. The usage of California NOLs is currently suspended.
California NOLs begin to expire in 2004 and will fully expire in 2012.

NOTE 12 - SUBSEQUENT EVENTS

In January 2004, Fusion Capital purchased a total of 843,614 shares of the
Company's common stock for $55,000 as part of this agreement. In addition,
during March 2004, Fusion Capital purchased a total of 272,402 shares of the
Company's common stock for $25,000 and loaned an additional $25,000 to the
Company.

In January 2004, the Company sold 1,000,000 shares of its common stock in a
private placement sale for $45,000 or $0.45 per share. Of this amount, the
Company received $30,000 as of the date of this report and has recorded a common
stock subscription receivable for the balance.

                                      F-25