U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB

[X]  Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended March
31, 2001, or

[ ]  Transition report pursuant to section 13 or 15(d) of the
Securities Exchange act of 1934 for the transition period from
to

                 Commission File No. 2-93231-NY

                FASHION TECH INTERNATIONAL, INC.
   (Name of Small Business Issuer as specified in its charter)
              (Formerly Portofino Investment, Inc.)

            Nevada                          87-0395695
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)

          1340 East 130 North, Springville, Utah 84663
      (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number:  (801) 364-9262

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  None

Check whether the issuer (1) filed all reports required to be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer 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 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.  [X]

The Registrant's revenues for its most recent fiscal year:  $0.

The aggregate market value of voting stock held by non-
affiliates:  As of the date this report is filed there is no
public market for the common stock of the issuer, so the
aggregate market value of such stock is $0.

As of March 31, 2001, the Registrant had outstanding 3,591,082
shares of Common Stock, par value $0.001.

Documents incorporated by reference:  None.

<PAGE>

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                             Page

PART I

Item 1.  Description of Business                                      3

Item 2.  Description of Properties                                    7

Item 3.  Legal Proceedings                                            7

Item 4.  Submission of Matters to a Vote of Security Holders          7
PART II

Item 5.  Market for Common Equity and Related Stockholder Matters     7

Item 6.  Management's Discussion and Analysis of Financial Condidtion 8
          and Results of Operations

Item 7.  Financial Statements                                         9

Item 8.  Changes in and Disagreements with Accountants                9
           on Accounting and Financial Disclosure

PART III

Item 9.  Directors, Executive Officers, Promoters and Control         9
           Persons; Compliance with Section 16(a) of the Exchange Act

Item 10.  Executive Compensation                                      10

Item 11.  Security Ownership of Certain Beneficial Owners             11
            and Management

Item 12.  Certain Relationships and Related Transactions              12

Item 13.  Exhibits and Reports on Form 8-K                            12

SIGNATURES                                                            13

                                2

<PAGE>


                FORWARD-LOOKING STATEMENT NOTICE

When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position.  Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may
differ materially from those included within the forward-looking
statements as a result of various factors.  Such factors are
discussed under the headings "Item 1.  Description of Business,"
and "Item 6.  Management's Discussion and Analysis of Financial
Condition and Results of Operations," and also include general
economic factors and conditions that may directly or indirectly
impact the Company's financial condition or results of
operations.

                             PART I

                ITEM 1.  DESCRIPTION OF BUSINESS

General

For the past four years the Company has had no active business
operations, and has been seeking to acquire an interest in a
business with long-term growth potential.  The Company was
originally formed as a Utah corporation in April 1983 under the
name Portofino Investment, Inc.  In January 1984, the Company
changed its name to Fashion Tech International, Inc.  It has been
an inactive shell corporation for at least the past 10 years.  In
April 1999, the stockholders approved a merger with Fashion Tech
International, Inc., a Nevada corporation to change the domicile
of the Company from Utah to Nevada.

The Company currently has no commitment or arrangement to
participate in a business and cannot now predict what type of
business it may enter into or acquire.  It is emphasized that the
business objectives discussed herein are extremely general and
are not intended to be restrictive on the discretion of the
Company's management.

Selection of a Business

The Company anticipates that businesses for possible acquisition
will be referred by various sources, including its officers and
directors, professional advisors, securities broker-dealers,
venture capitalists, members of the financial community, and
others who may present unsolicited proposals.  The Company will
not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its
officers and directors and their affiliates, as well as indirect
associations between them and other business and professional
people.  By relying on "word of mouth", the Company may be
limited in the number of potential acquisitions it can identify.
While it is not presently anticipated that the Company will
engage unaffiliated professional firms specializing in business
acquisitions or reorganizations, such firms may be retained if
management deems it in the best interest of the Company.

Compensation to a finder or business acquisition firm may take
various forms, including one-time cash payments, payments based
on a percentage of revenues or product sales volume, payments
involving issuance of securities (including those of the
Company), or any combination of these or other

                                3
<PAGE>


compensation arrangements.  Consequently, the Company is
currently unable to predict the cost of utilizing such services.

The Company will not restrict its search to any particular
business, industry, or geographical location, and management
reserves the right to evaluate and enter into any type of
business in any location.  The Company may participate in a newly
organized business venture or a more established company entering
a new phase of growth or in need of additional capital to
overcome existing financial problems.  Participation in a new
business venture entails greater risks since in many instances
management of such a venture will not have proved its ability,
the eventual market of such venture's product or services will
likely not be established, and the profitability of the venture
will be unproved and cannot be predicted accurately.  If the
Company participates in a more established firm with existing
financial problems, it may be subjected to risk because the
financial resources of the Company may not be adequate to
eliminate or reverse the circumstances leading to such financial
problems.

In seeking a business venture, the decision of management will
not be controlled by an attempt to take advantage of any
anticipated or perceived appeal of a specific industry,
management group, product, or industry, but will be based on the
business objective of seeking long-term capital appreciation in
the real value of the Company.

The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors.  In analyzing
prospective businesses, management will consider, to the extent
applicable, the available technical, financial, and managerial
resources; working capital and other prospects for the future;
the nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; the potential for growth and
expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trade or
service marks; name identification; and other relevant factors.

The decision to participate in a specific business may be based
on management's analysis of the quality of the other firm's
management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological
changes, and other factors which are difficult, if not
impossible, to analyze through any objective criteria.  It is
anticipated that the results of operations of a specific firm may
not necessarily be indicative of the potential for the future
because of the requirement to substantially shift marketing
approaches, expand significantly, change product emphasis, change
or substantially augment management, and other factors.

The Company will analyze all available factors and make a
determination based on a composite of available facts, without
reliance on any single factor.  The period within which the
Company may participate in a business cannot be predicted and
will depend on circumstances beyond the Company's control,
including the availability of businesses, the time required for
the Company to complete its investigation and analysis of
prospective businesses, the time required to prepare appropriate
documents and agreements providing for the Company's
participation, and other circumstances.

Acquisition of a Business

In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, or other reorganization with another corporation
or entity; joint venture; license; purchase and sale of assets;
or purchase and sale of stock, the exact nature of which cannot
now be predicted.  Notwithstanding the above, the Company does
not intend to participate in a business through

                                4

<PAGE>


the purchase of minority stock positions.  On the consummation of
a transaction, it is likely that the present management and
shareholders of the Company will not be in control of the
Company.  In addition, a majority or all of the Company's
directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a
vote of the Company's shareholders.

In connection with the Company's acquisition of a business, the
present shareholders of the Company, including officers and
directors, may, as a negotiated element of the acquisition, sell
a portion or all of the Company's Common Stock held by them at a
significant premium over their original investment in the
Company.  It is not unusual for affiliates of the entity
participating in the reorganization to negotiate to purchase
shares held by the present shareholders in order to reduce the
number of "restricted securities" held by persons no longer
affiliated with the Company and thereby reduce the potential
adverse impact on the public market in the Company's Common Stock
that could result from substantial sales of such shares after the
restrictions no longer apply.  As a result of such sales,
affiliates of the entity participating in the business
reorganization with the Company would acquire a higher percentage
of equity ownership in the Company. Public investors will not
receive any portion of the premium that may be paid in the
foregoing circumstances.  Furthermore, the Company's shareholders
may not be afforded an opportunity to approve or consent to any
particular stock buy-out transaction.

In the event sales of shares by present shareholders of the
Company, including officers and directors, is a negotiated
element of a future acquisition, a conflict of interest may arise
because directors will be negotiating for the acquisition on
behalf of the Company and for sale of their shares for their own
respective accounts.  Where a business opportunity is well suited
for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares
at a price which is unacceptable to them, management may not
sacrifice their financial interest for the Company to complete
the transaction.  Where the business opportunity is not well
suited, but the price offered management for their shares is
high, management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company.
Management has not adopted any policy for resolving the foregoing
potential conflicts, should they arise, and does not intend to
obtain an independent appraisal to determine whether any price
that may be offered for their shares is fair.  Stockholders must
rely, instead, on the obligation of management to fulfill its
fiduciary duty under state law to act in the best interests of
the Company and its stockholders.

It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms
of such registration rights and the number of securities, if any,
which may be registered cannot be predicted, it may be expected
that registration of securities by the Company in these
circumstances would entail substantial expense to the Company.
The issuance of substantial additional securities and their
potential sale into any trading market that may develop in the
Company's securities may have a depressive effect on such market.

While the actual terms of a transaction to which the Company may
be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to
structure the acquisition as a so-called "tax-free" event under
sections 351 or 368(a) of the Internal Revenue Code of 1986, (the
"Code").  In order to obtain tax-free treatment under section 351
of the Code, it would be necessary for the owners of the acquired
business to own 80% or more of the voting stock of the surviving
entity.  In such event, the shareholders of the Company would
retain less than 20% of the issued and outstanding shares of the
surviving entity.  Section 368(a)(1) of the Code provides for tax-
free treatment of certain

                                5
<PAGE>

business reorganizations between corporate entities where one
corporation is merged with or acquires the securities or assets
of another corporation.  Generally, the Company will be the
acquiring corporation in such a business reorganization, and the
tax-free status of the transaction will not depend on the
issuance of any specific amount of the Company's voting
securities.  It is not uncommon, however, that as a negotiated
element of a transaction completed in reliance on section 368,
the acquiring corporation issue securities in such an amount that
the shareholders of the acquired corporation will hold 50% or
more of the voting stock of the surviving entity.  Consequently,
there is a substantial possibility that the shareholders of the
Company immediately prior to the transaction would retain less
than 50% of the issued and outstanding shares of the surviving
entity.  Therefore, regardless of the form of the business
acquisition, it may be anticipated that stockholders immediately
prior to the transaction will experience a significant reduction
in their percentage of ownership in the Company.

Notwithstanding the fact that the Company is technically the
acquiring entity in the foregoing circumstances, generally
accepted accounting principles will ordinarily require that such
transaction be accounted for as if the Company had been acquired
by the other entity owning the business and, therefore, will not
permit a write-up in the carrying value of the assets of the
other company.

The manner in which the Company participates in a business will
depend on the nature of the business, the respective needs and
desires of the Company and other parties, the management of the
business, and the relative negotiating strength of the Company
and such other management.

The Company will participate in a business only after the
negotiation and execution of appropriate written agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require specific representations
and warranties by all of the parties thereto, will specify
certain events of default, will detail the terms of closing and
the conditions which must be satisfied by each of the parties
prior to such closing, will outline the manner of bearing costs
if the transaction is not closed, will set forth remedies on
default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The Company's operation following its acquisition of a business
will be dependent on the nature of the business and the interest
acquired.  The Company is unable to predict whether the Company
will be in control of the business or whether present management
will be in control of the Company following the acquisition.  It
may be expected that the business will present various risks,
which cannot be predicted at the present time.

Governmental Regulation

It is impossible to predict the government regulation, if any, to
which the Company may be subject until it has acquired an
interest in a business.  The use of assets and/or conduct of
businesses that the Company may acquire could subject it to
environmental, public health and safety, land use, trade, or
other governmental regulations and state or local taxation.  In
selecting a business in which to acquire an interest, management
will endeavor to ascertain, to the extent of the limited
resources of the Company, the effects of such government
regulation on the prospective business of the Company.  In
certain circumstances, however, such as the acquisition of an
interest in a new or start-up business activity, it may not be
possible to predict with any degree of accuracy the impact of
government regulation.  The inability to ascertain the effect of
government regulation on a prospective business activity will
make the acquisition of an interest in such business a higher
risk.

                                6
<PAGE>

Competition

The Company will be involved in intense competition with other
business entities, many of which will have a competitive edge
over the Company by virtue of their stronger financial resources
and prior experience in business. There is no assurance that the
Company will be successful in obtaining suitable investments.

Employees

The Company is a development stage company and currently has no
employees.  Executive officers, who are not compensated for their
time contributed to the Company, will devote only such time to
the affairs of the Company as they deem appropriate, which is
estimated to be approximately 20 hours per month per person.
Management of the Company expects to use consultants, attorneys,
and accountants as necessary, and does not anticipate a need to
engage any full-time employees so long as it is seeking and
evaluating businesses.  The need for employees and their
availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business
industry.

               ITEM 2.  DESCRIPTION OF PROPERTIES

The Company utilizes office space at 1340 East 130 North,
Springville, Utah 84663, provided by George Horton, an officer
and director.  The Company does not pay rent for this office
space.

                   ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings, and to the
best of its knowledge, no such proceedings by or against the
Company have been threatened.

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

No matter was submitted to a vote of security holders in the
fourth quarter of fiscal year 2001.

                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The common stock of the Company trades sporadically in the over-
the-counter market under the symbol "FTEI".  During the year
ended March 31, 2001, there were no published inter-dealer bid
prices for the Company's common stock, hence, there is no
meaningful trading activity or public trading market.  As a
result, no prices are included for fiscal years 2001 and 2000.

Since its inception, no dividends have been paid on the Company's
common stock.  The Company intends to retain any earnings for use
in its business activities, so it is not expected that any
dividends on the common stock will be declared and paid in the
foreseeable future.

On March 31, 2001, there were 493 holders of record of the
Company's Common Stock.

                                7
<PAGE>


Recent Sales of Unregistered Securities

In June 1999, the Company issued 3,000,000 shares of common stock
to Trinity American Corporation in the conversion of a $22,000
promissory note held by Trinity American Corporation.  The shares
were issued in a private transaction that did not involve any
commission or public solicitation and without registration in
reliance on the exemption provided by Section 4(2) of the 1933
Securities Act.

   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                            CONDITION
                    AND RESULTS OF OPERATIONS

Results of Operations

Years Ended March 31, 2001 and 2000

The Company had no operations or revenue during the last two
fiscal years.

The Company had general and administrative expenses of $11,003
for the year ended March 31, 2001, as compared to $9,390 for the
year ended March 31, 2000.  These expenses are attributable to
the administrative, legal, professional, accounting and auditing
costs associated with the filing requirements of a public
reporting company.

During the fiscal year ended March 31, 2001 the Company had no
interest expense, as compared to interest expense of $323 for the
fiscal year ended March 31, 2000.  This change in interest
expense is attributable to a note payable in the amount of
$22,000 that in June 1999 was converted into common stock at a
rate of $0.0073 per share for a total of 3,000,000 shares.

Due to the foregoing, the Company realized a net loss of $11,003
for the year ended March 31, 2001, as compared to a net loss of
$9,713 for the year ended March 31, 2000.  The Company does not
expect to generate any meaningful revenue or incur operating
expenses unless and until it acquires an interest in an operating
company.

Liquidity and Capital Resources

During the fiscal year ended March 31, 2001, Lynn Dixon, a
majority shareholder of the Company, advanced $6,300 to the
Company.  At March 31, 2001, the Company had $48 in cash, $696 in
accounts payable and $6,300 in accounts payable to a related
party giving the Company a working capital deficit of $6,948.

The Company does not have sufficient cash to meet its operational
needs for the next twelve months.  Management will attempt to
raise additional capital through loans from related parties, debt
financing, equity financing or a combination of financing
options.  Currently, there are no understandings, commitments or
agreements for such an infusion of capital and there be no
assurances to that effect.  Unless the Company can obtain
additional financing, its ability to continue as a going concern
after the next twelve-month period is doubtful.  The Company's
need for capital may change dramatically if and during that
period, it acquires an interest in a business opportunity.

The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company,
and (ii) search for potential businesses, products, technologies
and companies for acquisition.  At present, the Company has no
understandings, commitments or agreements with respect

                                8
<PAGE>

to the acquisition of any business venture, and there can be no
assurance that the Company will identify a business venture
suitable for acquisition in the future.  Further, there can be no
assurance that the Company would be successful in consummating
any acquisition on favorable terms or that it will be able to
profitably manage any business venture it acquires.

                  ITEM 7.  FINANCIAL STATEMENTS

The financial statements of the Company appear at the end of this
report beginning with the Index to Financial Statements on page F-
1.

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

The independent auditors of the Company for the years ended March
31, 2000 and 1999 were HJ & Associates, LLC, formerly Jones
Jensen & Company ("HJ").  On November 10, 2000, the Company
terminated the engagement of HJ as its independent auditors.  The
accounting firm of Pritchett, Siler & Hardy, P.C. ("PSH") has
been approved by the Board of Directors of the Company to serve
as independent auditors of the Company for the year ending March
31, 2001.  The Company has been advised that neither PSH nor any
of its members or associates has any relationship with the
Company or any of its affiliates, except in the firm's proposed
capacity as the Company's independent auditors.

During the fiscal years ended March 31, 2000 and 1999, the
financial statements of the Company did not contain any adverse
opinion or disclaimer of opinion from the Company's former
independent auditors, and were not modified as to uncertainty,
audit scope, or accounting principles, except the reports issued
by HJ contained a statement expressing doubt about the ability of
the Company to continue as a going concern due to its status as a
development stage company with no significant operating results.
During the two year period ended March 31, 2000, and from that
date to the present, there were no disagreements with the former
independent auditors on any matter of accounting principles,
financial statement disclosure, or auditing scope or procedure
which, if not resolved to the former independent auditor's
satisfaction, would have caused it to make reference to the
subject matter of the disagreement in its audit report.

                            PART III

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

Directors and Officers

The following table sets forth the names, ages, and positions
with the Company for each of the directors and officers of the
Company.

Name                Age  Positions                     Since

Pam Jowett          47   President and Director    December 1999

Paul W. Nielsen     79   Vice President and         March 1999
                         Director

George P. Horton    67   Secretary/ Treasurer and  February 1999
                         Director

                                9
<PAGE>

All directors hold office until the next annual meeting of
stockholders and until their successors are elected and qualify.
Officers serve at the discretion of the Board of Directors.

The following is information on the business experience of each
director and officer.

Pamela L. Jowett.  Ms Jowett has been self-employed for over the
past five years as a nail technician.  Ms. Jowett is an officer
or director of Prestige Capital Corporation and First Growth
Investors, Inc., which are also reporting companies.

Paul W. Nielsen.  Mr. Nielsen has been retired since 1984.  Mr.
Nielson is an officer and director of the Prestige Capital
Corporation, a reporting public "shell" companies

George R. Horton.  Mr. Horton received a degree in animal
husbandry from Brigham Young University in 1955, and a degree in
secondary education from the University of Utah in 1959.  Since
1992, Mr. Horton has been the chief executive officer of Sonos
Management Corporation, a private holding and investment Nevada
corporation.  He is also an officer or director of Prestige
Capital Corporation and Ventures-United, Inc., which are
reporting public "shell" companies.

Other Shell Company Activities

The possibility exists that one or more of the officers and
directors of the Company could become officers and/or directors
of other shell companies in the future, although they have no
intention of doing so at the present time.  Certain conflicts of
interest are inherent in the participation of the Company's
officers and directors as management in other shell companies,
which may be difficult, if not impossible, to resolve in all
cases in the best interests of the Company.  Failure by
management to conduct the Company's business in its best
interests may result in liability of management of the Company to
the shareholders.

                ITEM 10.  EXECUTIVE COMPENSATION

The Company has no agreement or understanding, express or
implied, with any officer, director, or principal stockholder, or
their affiliates or associates, regarding employment with the
Company or compensation for services. There is no understanding
between the Company and any of its present stockholders regarding
the sale of a portion or all of the common stock currently held
by them in connection with any future participation by the
Company in a business.  There are no other plans, understandings,
or arrangements whereby any of the Company's officers, directors,
or principal stockholders, or any of their affiliates or
associates, would receive funds, stock, or other assets in
connection with the Company's participation in a business.  No
advances have been made or contemplated by the Company to any of
its officers, directors, or principal stockholders, or any of
their affiliates or associates.

There is no policy that prevents management from adopting a plan
or agreement in the future that would provide for cash or stock
based compensation for services rendered to the Company.

On acquisition of a business, it is possible that current
management will resign and be replaced by persons associated with
the business acquired, particularly if the Company participates
in a business by effecting a stock exchange, merger, or
consolidation.  In the event that any member of current
management remains after effecting a business acquisition, that
member's time commitment and

                               10
<PAGE>

compensation will likely be adjusted based on the nature and
location of such business and the services required, which cannot
now be foreseen.

             ITEM 11.  SECURITY OWNERSHIP OF CERTAIN
                BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 31, 2001, the number
and percentage of the 3,591,082 shares of outstanding common
stock which, according to the information supplied to the
Company, were beneficially owned by (i) each person who is
currently a director of the Company, (ii) each executive officer,
(iii) all current directors and executive officers of the Company
as a group and (iv) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the
outstanding common stock.  Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power
with respect to all shares beneficially owned, subject to
community property laws where applicable.

Principal                       Common Shares        Percent of Class
Shareholders

Lynn Dixon                         1,974,750                54.99
311 S. State Street, Suite 460
Salt Lake City, UT 84111

Scott Bills                          300,000                 8.35
1476 East 3045 South
Salt Lake City, UT 84106

Paul McAlister                       300,000                 8.35
485 West 40 South
Lindon, UT 84042

Clair Olsen                          300,000                 8.35
768 Gull Avenue
Foster City, CA 94404

Officers and Directors

Pam Jowett                             -0-                   -0-
2508 South 1300 East
Salt Lake City, 84106

Paul W. Nielsen                        -0-                   -0-
11188 South Woodfield Road
South Jordan, Utah 84095

George P. Horton                       -0-                   -0-
1340 East 130 North
Springville, Utah 84663

All officers and                       -0-                   -0-
directors as a group:  (3 persons)

                               11
<PAGE>

    ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended March 31, 2001, Lynn Dixon, a
majority shareholder of the Company advanced $6,300 to the
Company.  As a result, the Company carries an account payable to
a related party, which bears no interest, in the amount of
$6,300.

During the fiscal year ended March 21, 2001 and 2000, the Company
utilized office space at 1340 East 130 North, Springville, Utah
84663, which was provided by George Horton, an officer and
director.  The Company does not pay rent for this office space.

Sonos Management Corporation made a loan to the Company in 1999
in the amount of $22,000 in exchange for a promissory note that
bears interest at the rate of eight percent per annum and is
payable on demand.  Mr. Horton, an officer and director of the
Company, is an officer of Sonos Management Corporation.

In June 1999, Trinity American Corporation acquired the
promissory note from Sonos Management Corporation.  The principal
amount of the note and accrued interest was converted into common
stock at a conversion rate of $0.0073 per share for a total of
3,000,000 shares.  As a result, Trinity American Corporation
acquired approximately 80% of the issued and outstanding common
stock of the Company.  Trinity American subsequently conveyed
2,874,750 of the shares to the persons listed as principal
shareholders under Item 11, above.

            ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Copies of the following documents are included as exhibits
pursuant to Item 601 of Regulation S-B.

Exhibits

SEC Ref. No.      Title of Document             Location
    2             Articles of Merger              (1)
    3.1           Articles of Incorporation       (1)
    3.2           By-Laws                         (1)
   10             Promissory Note                 (1)

  16.1        Change in Accountants Letter      Attached

  (1)  Filed on Form 10-KSB for the fiscal year ended March 31,
       1999 with the SEC on January 27, 2000 and incorporated herein by
       this reference.

FORM 8-K FILINGS

No reports on Form 8-K were filed in the last fiscal year of
2001.

                               12
<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.

                              FASHION TECH INTERNATIONAL, INC.


Date:  June 26, 2001          By:/s/ Pam Jowett
                                  Pam Jowett
                                  President


Date:  June 26, 2001          By:/s/ George R. Horton
                                  George R. Horton
                                  Secretary and Treasurer

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

Dated:  June 26, 2001         By: /s/ Pam Jowett
                                   Pam Jowett
                                   Director


Dated:  June __, 2001         By:_________________________________
                                   Paul W. Nielsen
                                   Director


Dated:  June 26, 2001         By:/s/ George R. Horton
                                   George R. Horton
                                   Director


                               13
<PAGE>


                FASHION TECH INTERNATIONAL, INC.
                  (A Development Stage Company)

                      FINANCIAL STATEMENTS

                         March 31, 2001

                            I N D E X



Independent Auditors' Report                             F-1

Independent Auditors' Report by HJ & Associates          F-2

Balance Sheet                                            F-3

Statements of Operations                                 F-4

Statements of Stockholders' Equity (Deficit)             F-5

Statements of Cash Flows                                 F-6

Notes to the Financial Statements                        F-7

                               F-1
<PAGE>


                  INDEPENDENT AUDITORS' REPORT


Board of Directors
FASHION TECH INTERNATIONAL, INC
Salt Lake City, Utah

We have audited the accompanying balance sheet of Fashion Tech
International, Inc [a development stage company] at March 31,
2001, and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended March 31,
2001 and 2000.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.  The
financial statements of Fashion Tech International, Inc. as of
March 31, 1999 and for the periods then ended were audited by
other auditors whose report dated May 28, 1999 expressed an
unqualified opinion on those financial statements and included an
explanatory paragraph expressing concern about the Company's
ability to continue as a going concern.  The other auditors'
report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for such prior periods, is based
solely on the report of the other auditors.

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

In our opinion, based on our audit and the report of the other
auditors, the financial statements audited by us present fairly,
in all material respects, the financial position of Fashion Tech
International, Inc as of March 31, 2001, and the results of its
operations and its cash flows for the years ended March 31, 2001
and 2000, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in
Note 6 to the financial statements, the Company has incurred
losses since inception and has no on-going operations.  Further,
the Company has current liabilities in excess of current assets.
These factors raise substantial doubt about the ability of the
Company to continue as a going concern.  Management's plans in
regards to these matters are also described in Note 6.  The
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

PRITCHETT, SILER & HARDY, P.C.

June 14, 2001
Salt Lake City, Utah

                               F-2
<PAGE>


                  INDEPENDENT AUDITORS' REPORT


The Board of Directors
Fashion Tech International, Inc.
Salt Lake City, Utah

We have audited the accompanying statement of operations,
stockholders' equity and cash flows of Fashion Tech
International, Inc. (a development stage company) for the year
ended March 31, 2000.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  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 Fashion
Tech International, Inc. (a development stage company) for the
year ended March 31, 2000 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 6 to the financial statements, the Company is a
development stage company with no significant operating results
to date, which raises substantial doubt about its ability to
continue as a going concern.  Management's plans with regard to
these matters are also described in Note 6.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.



H J & Associates, LLC
Salt Lake City, Utah
May 18, 2000

                               F-3
<PAGE>

                 FASHION TECH INTERNATIONAL, INC
                  [A Development Stage Company]

                          BALANCE SHEET


                             ASSETS

                                                        March 31,
                                                           2001
                                                       ___________
CURRENT ASSETS:
  Cash in bank                                          $       48
                                                       ___________
        Total Current Asset                                     48
                                                       ___________

                                                        $       48
                                                      ____________


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                      $      696
  Accounts payable - related party                           6,300
                                                       ___________
        Total Current Liabilities                            6,996
                                                       ___________

STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock, $.001 par value,
   5,000,000 shares authorized,
   no shares issued and
   outstanding                                                   -
   Common stock, $.001 par value,
   120,000,000 shares authorized,
   3,591,082 shares issued and
   outstanding                                               3,591
  Capital in excess of par value                           550,448
  Retained deficit                                        (413,549)
  Deficit accumulated during the
    development stage                                     (147,438)
                                                       ___________
        Total Stockholders' Equity (Deficit)                (6,948)
                                                       ___________
                                                        $       48
                                                      ____________
  The accompanying notes are an integral part of this financial
                           statement.

                               F-4
<PAGE>

                 FASHION TECH INTERNATIONAL, INC
                  [A Development Stage Company]


                    STATEMENTS OF OPERATIONS



                                                      From the
                                                  Re-entering of the
                                    For the          Development
                                  Years Ended     Stage on April 1,
                                   March  31,        1985 Through
                          _______________________      March  31,
                                 2001      2000           2001
                             ______________________________________
                                                      (Unaudited)

REVENUE                        $      -  $      -    $           -

COST OF SALES                         -         -                -
                               ________  ________   ______________
GROSS PROFIT                          -         -                -

EXPENSES:
  General and Administrative     11,003     9,390          148,948
                               ________  ________   ______________
LOSS FROM OPERATIONS
  BEFORE OTHER EXPENSES         (11,003)   (9,390)        (148,948)
                               ________  ________   ______________
OTHER INCOME (EXPENSE):
  Interest Expense                    -      (323)            (434)
  Gain on disposal of assets          -         -            1,944
                               ________  ________   ______________
TOTAL OTHER INCOME (EXPENSE)          -     (323)            1,510
                               ________  ________   ______________
LOSS BEFORE INCOME TAXES        (11,003)   (9,713)        (147,438)

CURRENT TAX EXPENSE                   -         -                -

DEFERRED TAX EXPENSE                  -         -                -
                               ________  ________   ______________

NET LOSS                    $  (11,003) $  (9,713)  $     (147,438)
                               ________  ________   ______________

LOSS PER COMMON SHARE          $   (.00) $   (.00)  $         (.16)
                              _________ _________ ________________
 The accompanying notes are an integral part of these financial
                           statements.


                               F-5
<PAGE>
                 FASHION TECH INTERNATIONAL, INC
                  [A Development Stage Company]

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

      FROM THE DATE OF RE-ENTERING OF DEVELOPMENT STAGE ON

              APRIL 1, 1985 THROUGH MARCH 31, 2001
<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         Accumulated
                                               Common Stock      Capital in              During the
                                             _________________    Excess of   Retained   Development
                                              Shares    Amount    Par Value    Deficit      Stage
                                             _______________________________________________________
<S>                                          <C>       <C>       <C>         <C>          <C>
BALANCE, April 1, 1985                       183,063   $   183   $ 327,382   $ (413,549)  $        -

Issuance of 108,000 shares common
  stock for cash at $0.50 per share
  November, 1985                             108,000       108      53,892            -            -

Return and cancellation of 20,000
  shares common stock November, 1985         (20,000)      (20)     (9,998)           -            -

Issuance of 80 shares common
  stock for cash at $0.50 per share
  November, 1985                                  80         -          40            -            -

Issuance of 80,000 shares common
  stock for assets at $0.50 per share
  March, 1986                                 80,000        80      39,920            -            -

Issuance of 20,000 shares common
  stock for services at $0.50 per share
  June, 1986                                  20,000        20       9,998            -            -

Issuance of 220,000 shares common
  stock for cash at $0.50 per share
  October, 1986                              220,000       220     109,780            -            -

Net loss from the re-entering of
  the development stage on April 1,
  1985 through March 31, 1998                      -         -           -            -     (118,056)

BALANCE, March 31, 1998                      591,143       591     531,014     (413,549)    (118,056)

Net loss for the year ended
  March 31, 1999                                   -         -           -            -       (8,666)

BALANCE, March 31, 1999                      591,143       591     531,014     (413,549)    (126,722)

Fractional share adjustment                      (61)

Issuance of 3,000,000 shares common
  stock to retire note payable and accrued
   interest at $0.001 per share
  June, 1999                               3,000,000     3,000      19,434            -            -

Net loss for the year ended
  March 31, 2000                                   -         -           -            -       (9,713)

BALANCE, March 31, 2000                    3,591,082     3,591     550,448     (413,549)    (136,435)

Net loss for the year ended
  March 31, 2001                                   -         -           -            -      (11,003)


BALANCE, March 31, 2001                    3,591,082   $ 3,591   $ 550,448   $ (413,549)  $ (147,438)
</TABLE>


  The accompanying notes are an integral part of this financial
                           statement.

                               F-6
<PAGE>

                 FASHION TECH INTERNATIONAL, INC
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                     From the
                                                                  Re-entering of
                                                   For the          Development
                                                 Years Ended     Stage on April 1,
                                                   March 31,        1985 Through
                                            _______________________   March 31,
                                                 2001      2000         2001
                                            ____________________________________
                                                                      (Unaudited)
<S>                                           <C>         <C>        <C>
Cash Flows From Operating Activities:
  Net loss                                    $ (11,003)  $ (9,713)  $ (147,438)
  Adjustments to reconcile net
    Loss to net cash used by
    operating activities:
     Non-cash expenses paid by
       stock issuances                                -          -       50,000
     Change in assets and liabilities:
      Increase (decrease) in accounts payable     6,833     (6,238)       5,052
      Increase in accrued interest                    -        323          434

      Net Cash Flows (Used) by
        Operating Activities                     (4,170)   (15,628)     (91,952)

Cash Flows From Investing Activities:
      Net Cash Flows (Used) by
        Investing Activities                          -          -            -

Cash Flows From Financing Activities:
  Proceeds from common stock issuance                 -          -       70,000
  Proceeds from notes payable                         -          -       22,000

      Net Cash Flows Provided by
        Financing Activities                          -          -       92,000

Net Increase (Decrease) in Cash                  (4,170)   (15,628)          48

Cash at Beginning of Period                       4,218     19,846            -

Cash at End of Period                          $     48   $  4,218   $       48
</TABLE>


Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
<TABLE>
    <C>                                       <C>         <C>        <C>
    Interest                                  $       -   $      -   $        -
    Income taxes                              $       -   $      -   $        -
</TABLE>

Supplemental Schedule of Noncash Investing and Financing
Activities:
  For the period ended March 31, 2001:
     None.

  For the period ended March 31, 2000:
     The  Company converted a $22,000 note payable and the  accrued
     interest  of  $434 into 3,000,000 shares of  common  stock  at
     $.001 per share.


 The accompanying notes are an integral part of these financial
                           statements.

                               F-7
<PAGE>

                 FASHION TECH INTERNATIONAL, INC
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - Fashion Tech International, Inc (The Company) was
  organized under the laws of the State of Utah on April 22, 1983
  under the name Portofino Investment, Inc.  The name of The
  Company was changed to Fashion Tech International, Inc on January
  31, 1984. The Company currently has no ongoing operations and is
  considered to have re-entered the development stage as defined in
  SFAS No. 7 on April 1, 1985.  The Company is currently seeking
  business opportunities or potential business acquisitions.

  Loss Per Share - The computation of loss per share of common
  stock is based on the weighted average number of shares
  outstanding during the periods presented, in accordance with
  Statement of Financial Accounting Standards No. 128, "Earnings
  Per Share" [See Note 5].

  Cash and Cash Equivalents - For purposes of the statement of cash
  flows, the Company considers all highly liquid debt investments
  purchased with a maturity of three months or less to be cash
  equivalents.

  Recently Enacted Accounting Standards - Statement of Financial
  Accounting Standards (SFAS) No. 136, "Transfers of Assets to a
  not for profit organization or charitable trust that raises or
  holds contributions for others", SFAS No. 137, "Accounting for
  Derivative Instruments and Hedging Activities - deferral of the
  effective date of FASB Statement No. 133 (an amendment of FASB
  Statement No. 133)", SFAS No. 138 "Accounting for Certain
  Derivative Instruments and Certain Hedging Activities - and
  Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS No.
  53 and Amendment to SFAS No. 63, 89 and 21", and SFAS No. 140,
  "Accounting to Transfer and Servicing of Financial Assets and
  Extinguishment of Liabilities", were recently issued.  SFAS No.
  136, 137, 138, 139 and 140 have no current applicability to the
  Company or their effect on the financial statements would not
  have been significant.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles requires
  management to make estimates and assumptions that affect the
  reported amounts of assets and liabilities, the disclosures of
  contingent assets and liabilities at the date of the financial
  statements and the reported amount of revenues and expenses
  during the reported period.  Actual results could differ from
  those estimated.

  Restatement - The financial statements for all periods have been
  restated to reflect a 100 for 1 reverse stock split which was
  effective during April 1999.

                               F-8
<PAGE>

                 FASHION TECH INTERNATIONAL, INC
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK

  On April 28, 1999 the company amended its Articles of
  Incorporation changing the par value form $0.005 to $0.001.
  The company also authorized 5,000,000 shares of preferred
  stock with a par value of $0.001.  The company also changed
  its domicile from Utah to Nevada.

  On April 28, 1999, the Company authorized a 1 for 100 reverse
  stick split thus reducing the number of shares outstanding to
  591,082.  The financial statements for all periods have been
  restated to reflect the change.

  On June 7, 1999, the Company issued 3,000,000 shares of common
  stock for conversion of a $22,000 note payable and $434 of
  accrued interest.

NOTE 3 - INCOME TAXES

  The Company accounts for income taxes in accordance with
  Statement of Financial Accounting Standards No. 109 "Accounting
  for Income Taxes".  FASB 109 requires the Company to provide a
  net deferred tax asset/liability equal to the expected future tax
  benefit/expense of temporary reporting differences between book
  and tax accounting methods and any available operating loss or
  tax credit carryforwards.  At March 31, 2001, the Company has
  available unused operating loss carryforwards of approximately
  $16,000, which may be applied against future taxable income and
  which expire in various years through 2021.

  The amount of and ultimate realization of the benefits from the
  operating loss carryforwards for income tax purposes is
  dependent, in part, upon the tax laws in effect, the future
  earnings of the Company, and other future events, the effects of
  which cannot be determined.  Because of the uncertainty
  surrounding the realization of the loss carryforwards the Company
  has established a valuation allowance equal to the tax effect of
  the loss carryforwards and, therefore, no deferred tax asset has
  been recognized for the loss carryforwards.  The net deferred tax
  assets are approximately $5,400 as of March 31, 2001 with an
  offsetting valuation allowance of the same amount resulting in a
  change in the valuation allowance of approximately $3,700 during
  2001.

NOTE 4 - RELATED PARTY TRANSACTIONS

  Advances From Officers - During the period ended March 31, 2001,
  a shareholder of the Company, advanced $6,300 to the Company.  No
  interest is being accrued on these advances.

  Management Compensation - During the periods ended March 31, 2001
  and 2000 the Company did not pay any compensation to any
  officer/directors of the Company.

  Office Space - The Company has not had a need to rent office
  space.  An officer/shareholder of the Company is allowing the
  Company to use his home as a mailing address, as needed, at no
  expense to the Company.

                               F-9
<PAGE>

                 FASHION TECH INTERNATIONAL, INC
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 5 - LOSS PER SHARE

  The following data show the amounts used in computing loss per
  share and the effect on income and the weighted average number of
  shares of dilutive potential common stock for the years ended
  March 31, 2001 and 2000 and from the re-entering of development
  stage on April 1, 1985 through March 31, 2001:

                                                  From the
                                               Re-entering of
                                  For the        Development
                                Years Ended   Stage on April 1,
                                 March 31,       1985 Through
                         ______________________   March 31,
                                2001     2000        2001
                            __________________________________
Loss from continuing operations
 available to common stock
 holders (numerator)         $ (11,003) $  (9,713)  $(147,438)
                            __________________________________
Weighted average number of
 common shares outstanding
 used in earnings per share
 during the period           3,591,082   3,033,705   901,078
                           _____________________________________

  Dilutive earnings per share was not presented, as the Company had
  no common equivalent shares for all periods presented that would
  effect the computation of diluted earnings (loss) per share.

NOTE 6 - GOING CONCERN

  The accompanying financial statements have been prepared in
  conformity with generally accepted accounting principles, which
  contemplate continuation of the Company as a going concern.
  However, the Company, has incurred losses since its inception,
  and has no on-going operations.  Further, the Company has current
  liabilities in excess of current assets.  These factors raise
  substantial doubt about the ability of the Company to continue as
  a going concern.  In this regard, management is seeking potential
  business opportunities and is proposing to raise any necessary
  additional funds not provided by operations through loans and/or
  through additional sales of its common stock. There is no
  assurance that the Company will be successful in raising
  additional capital or achieving profitable operations.  The
  financial statements do not include any adjustments that might
  result from the outcome of these uncertainties.

                              F-10
<PAGE>