<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the Quarterly Period ended: March 31, 2001


             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
            For transition period from __________ to _______________


                         Commission File Number: 0-25548


                         TECHNOLOGY VISIONS GROUP, INC.,
                         -------------------------------
                       formerly, ORBIT TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)



          Delaware                                       84-100269
          --------                                       ---------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                         5950 La Place Court, Suite 140
                           Carlsbad, California 92008
                           --------------------------
                    (Address of principal executive offices)


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

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


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

         At March 31, 2001, 37,679,781 shares of common stock were outstanding.

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


                                       1
<PAGE>


                                     PART I

Forward-Looking Statements

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

Plan of Operation

Since 1996, Technology Visions has focused on the development and use of its
polydimethylsiloxane-based Polymer Encapsulation Technology (PET) as a method
for stabilizing and encapsulating various radioactive and toxic waste materials
leading to a final waste form for disposal.

Technology Visions has completed test and evaluation contracts for Lockheed
Martin Idaho Technologies Company and Bechtel BWXT, in conjunction with the U.S.
Department of Energy, Idaho Operations Office, Idaho Falls, ID. The Idaho Falls
site is one of many United States waste management sites containing one form or
another of either radioactive, toxic and/or hazardous waste requiring cleanup
processing. Technology Visions functions as a subcontractor for Lockheed and/or
Bechtel BWXT and is paid a fixed fee for each contract, which must be completed
within the designated time frame. Following testing, the contractor then submits
a report to the U.S. Department of Energy outlining the results of each
technology tested and recommending further research strategies and treatment
options.

In March 1998, Lockheed Martin Idaho Technologies Company awarded Technology
Visions a contract to evaluate encapsulation of low-level calcine waste with
PET. Calcine waste is a radioactive waste that results from nuclear fuel
reprocessing and consists of salts and heavy metals. Terms of this contract
required Technology Visions to complete testing by August 30, 1998 for the total
purchase price of $27,675. Test results indicated that PET has potential as an
encapsulating method for final disposal of calcine waste and recommended
exploration of further treatment formulations.

In May 1999, Lockheed Martin Idaho Technologies Company awarded Technology
Visions a contract to evaluate PET for disposal of actual pilot scale calcine
waste. The contract was subsequently assigned to Bechtel BWXT, Idaho Falls. In
September 1999, the contract was expanded and directed that PET be examined at
maximum waste loading scenarios as a means for transporting high-level calcine
wastes out of Idaho to an off-site melter. Terms of this contract required that
testing be completed by September 15, 1999 for a total price of $60,000. In
November 1999, testing of PET showed positive results for encapsulating calcine
waste for both disposal at a permanent high-level waste disposal site and for
transportation offsite. Bechtel BWXT recommended to the U.S. Department of
Energy that a pilot plant demonstration be conducted to test and evaluate
disposal parameters and product transportation. Other recommendations included
encapsulation and mixing studies utilizing actual radioactive materials.

In June 2000, Bechtel BWXT awarded Technology Visions a contract to manage
in-situ grout candidate materials, submitted by different manufacturers.
Field-testing commenced in April 2001. Results from this testing is not yet
available. The fixed price for this testing was $227,351.00.

Technology Visions will focus its human resources and funding on continuing to
develop PET as an advanced technological solution to various radioactive and
toxic waste materials identified for disposal by the Department of Energy.
Discussions with Bechtel BWXT, the University of Akron, and the Department of
Energy center around the potential application of a specific formulation of PET.
Technology Visions currently is pursuing projects dealing with high-level
radioactive waste and buried low-level mixed waste at the Idaho National
Engineering and Environmental Laboratory at the Department of Energy site in
Idaho Falls, Idaho.

                                       2
<PAGE>

Building on the test results of the Lockheed Martin contracts, where PET showed
positive results for encapsulating radioactive waste, the marketing strategy is
to build a substantial government and private sector business in which
Technology Visions' system will be used in the containment of various
radioactive and heavy metal wastes. Work has begun with initial contacts being
made with industry leaders in the waste management and waste remediation sectors
and potential end-users of the technology. Ultimately, Technology Visions plans
to develop strategic relationships with prime contractors throughout the waste
management industry.

Since its incorporation in 1985, Technology Visions has engaged in the research,
development, acquisition and licensing of technologies. Initially, Technology
Visions concentrated its efforts in the areas of coating, technologies and new
material technologies. During the period from 1985 to 1994, Technology Visions
completed much of the initial research and development for each of these
technologies and the process has developed specific, discrete product lines for
each technology.

Technology Visions' business plan is to develop a specific technology, PET or a
derivative of that technology, for multiple market applications. Then Technology
Visions plans to license the technology and/or application to an unaffiliated
entity. This entity will develop strategies tailored to each technology and/or
application pertaining to manufacturing, marketing, joint venture and
sublicensing. The current working capital from the convertible debenture
financing is expected to satisfy Technology Visions' capital requirements for at
least one year. With that capital, Technology Visions will conduct those
research and development tasks that would expedite the path to
commercialization. Research and development will focus on those efforts
necessary to commercialize Technology Visions' PET material. Technology Visions
also plans to investigate other materials that have the properties for potential
development into a family of stabilizing, encapsulating and entombing
technologies for participation in the radioactive and toxic waste cleanup
market. As with the development of any new technology, until a commercial
product has been developed, purchased and utilized by a third party, the
efficacy of the product is in question. But Technology Visions believes that
based on the developments to date, the company should anticipate a commercial
product in the next twelve to eighteen months.

Commercialization of PET will require additional testing and development
involving formulation optimization and mixing studies to investigate improving
the leak rate of contaminants, thermal freeze/thaw test for durability and
hydrogen generation from radiolysis.

Preliminary testing on potential grouting materials has reflected PET's
significant potential as an entombing material for in-situ waste sites
containing low level radioactive, toxic waste. Additional development work in
regard to PET's application under field conditions is required and planned by
Technology Visions.

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.

Other Matters.   None.
--------------

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. Benveniste, et al. vs. Lahey, et al. On June 2, 1997,
Richard Benveniste and Edgar Benveniste filed suit in the Delaware Court of
Chancery on behalf of themselves and purportedly on behalf of the Company
against James B. Lahey, James A. Giansiracusa, Stephen V. Prewett, Ian C. Gent
and William N. Whelen. The complaint sought a determination by the Court of
Chancery as to who constituted the valid directors of the Company in connection
with a written consent action initiated by the plaintiffs. On February 23, 2001,
the plaintiffs dismissed this action. The action has been dismissed. Technology
Visions Group, Inc. is not a party to any litigation.

                                       3
<PAGE>

Item 2. Changes in Securities. No change.

Item 3. Defaults Upon Senior Securities. None

Item 4. Submission of Matters to a Vote of Security Holders. None.

Item 5. Other Information. None.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)      List of Documents filed as part of this report:

                  (1)      Financial Statements.

                  (2)      Exhibits - See (c) below.

         (b)      Reports on Form 8-K. (1)

         (c)      Exhibits

         Exhibit
         Number            Exhibit

         (11)     Computation of per share earnings. (1)

         (15)     Letter on unaudited interim financial information. (1)

         (18)     Letter on change in accounting principles. (1)

         (99-1)   Risk Factors. (1)

(1)      See Technology Visions Group, Inc. and Subsidiaries Financial Report
         for the period ended December 31, 2000, which is hereby incorporated by
         reference.


                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

TECHNOLOGY VISIONS GROUP, INC.
------------------------------
        Registrant



Date: May 21, 2001                       By: /s/ James B. Lahey
      ------------                           -----------------------------------
                                         James B. Lahey, Chief Executive Officer
                                         Chairman of the Board of Directors

Date: May 21, 2001                       By: /s/ James A. Giansiracusa
      ------------                           -----------------------------------
                                             James A. Giansiracusa, Secretary/
                                             Chief Financial Officer



                                       4

<PAGE>

                         TECHNOLOGY VISIONS GROUP, INC.
               (Formerly Orbit Technologies Inc. and Subsidiaries)
                              INDEX TO FORM 10-QSB
                                 MARCH 31, 2001


PART I  - FINANCIAL INFORMATION

    ITEM 1  - FINANCIAL STATEMENTS


        BALANCE SHEETS                                                        1
            At December 31, 2000 and March 31, 2001


        STATEMENTS OF OPERATIONS                                              2
            For the Three Months Ended March 31, 2000 and 2001


        STATEMENTS OF STOCKHOLDERS" DEFICIENCY                                3
            For the Three Months Ended March 31, 2000 and 2001


        STATEMENTS OF CASH FLOWS                                              4
            For the Three Months Ended March 31, 2000 and 2001


        NOTES TO FINANCIAL STATEMENTS                                      5 - 8


    ITEM 2  - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS


PART II - OTHER INFORMATION


<PAGE>
<TABLE>


                         TECHNOLOGY VISIONS GROUP, INC.
               (Formerly Orbit Technologies Inc. and Subsidiaries)
                                  BALANCE SHEET
                                   (UNAUDITED)
                                AT MARCH 31, 2001


                                     ASSETS
                                     ------
<CAPTION>

<S>                                                                   <C>
Current Assets:
   Cash                                                               $    155,259
                                                                      -------------

      Total Current Assets                                                 155,259

Property and Equipment  - At cost, net of accumulated
   depreciation and allowance against equipment expenditures                 1,195

Intangible Assets, Net of accumulated amortization                          56,264

Deferred finance charges, net of accumulated amortization of
$18,646                                                                     80,097

Other Assets                                                                 4,800
                                                                      -------------

      Total Assets                                                    $    297,615
                                                                      =============

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

Current Liabilities:
  Accounts payable and accrued liabilities                            $  1,689,137
  Notes payable                                                            815,909
  Convertible debentures                                                   375,000
                                                                      -------------

      Total Current Liabilities                                          2,880,046
                                                                      -------------

Commitments, Contingencies and Other Matters
    (Notes 1, 2 and 3)

Stockholders' Deficiency:
   Preferred stock - par value: $.001 per share; shares
      authorized: 2,000,000; shares issued and outstanding: none                 -
   Common stock - par value: $.001 per share; shares
      authorized: 100,000,000;  shares issued and outstanding:
      40,955,448 and 40,982,234 as of December 31, 2000 and
      March 31, 2001, respectively                                          40,982
   Additional paid-in capital                                           13,965,300
   Accumulated deficit                                                 (16,438,642)
   Unearned finance charges                                               (146,671)
   Notes receivable - stock sale                                            (3,400)
                                                                      -------------

      Total Stockholders' Deficiency                                    (2,582,431)
                                                                      -------------

      Total Liabilities and Stockholders' Deficiency                  $    297,615
                                                                      =============


See notes to financial statements.
</TABLE>

                                       F-2
<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
               (Formerly Orbit Technologies Inc. and Subsidiaries)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001



                                                     2000             2001
                                                -------------      -------------

Revenue                                         $          -       $          -
                                                -------------      -------------

Costs and Expenses:
  Research and development                               689                  -
  General and administrative                         100,592            163,227
  Amortization of finance charges                          -            222,736
  Interest expense                                    47,064              4,404
                                                -------------      -------------

        Total Costs and Expenses                     148,345            390,367
                                                -------------      -------------

Net Loss                                        $   (148,345)      $   (390,367)
                                                =============      =============

Per Share Data:
---------------

Basic and Diluted Loss Per Share                $      (.004)      $       (.01)
                                                =============      =============

Weighted Average Common Shares                    37,009,806         40,956,478
                                                =============      =============



See notes to financial statements.



                                       F-3
<PAGE>
<TABLE>
                         TECHNOLOGY VISIONS GROUP, INC.
               (Formerly Orbit Technologies Inc. and Subsidiaries)
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (UNAUDITED)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

<CAPTION>


                                                    Common Stock            Additional
                                            ----------------------------     Paid-in       Accumulated
                                               Shares         Amount          Capital         Deficit
                                            -------------  -------------   -------------   -------------
<S>                                           <C>          <C>             <C>             <C>
Balances at December 31, 1999                 36,822,805   $     36,823    $ 12,173,493    $(15,530,825)

Issuance of stock for cash                       229,680            230          35,203               -
Net loss                                               -              -               -        (148,345)
                                            -------------  -------------   -------------   -------------

Balance at March 31, 2000                     37,052,485   $     37,053    $ 12,208,696    $(15,679,170)
                                            =============  =============   =============   =============


Balances at December 31, 2000                 40,955,448   $     40,956    $ 13,961,575    $(16,048,275)

Issuance of stock for consulting services         26,786             26           3,723               -
Amortization of unearned finance charges               -              -               -               -
Net loss                                               -              -               -        (390,367)
                                            -------------  -------------   -------------   -------------
Balance at March 31, 2001                     40,982,234     $   40,982    $ 13,965,300    $(16,438,642)
                                            =============  =============   =============   =============
</TABLE>
<TABLE>
<CAPTION>


                                                              Notes
                                              Unearned     Receivable
                                              Finance         from
                                              Charges      Stockholders        Total
                                           -------------   -------------   -------------

<S>                                        <C>             <C>             <C>
Balances at December 31, 1999              $          -    $          -    $ (3,320,509)

Issuance of stock for cash                            -               -          37,500
Net loss                                              -               -    $ (3,431,354)
                                           -------------   -------------   -------------

Balance at March 31, 2000                  $          -    $          -    $ (3,431,354)
                                           =============   =============   =============


Balances at December 31, 2000              $   (352,402)   $     (3,400)   $ (2,401,544)

Issuance of stock for consulting services             -               -           3,749
Amortization of unearned finance charges        205,731               -         205,731
Net loss                                              -               -        (390,367)
                                           -------------   -------------   -------------
Balance at March 31, 2001                  $   (146,671)   $     (3,400)   $ (2,582,431)
                                           =============   =============   =============




See notes to financial statements.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
                         TECHNOLOGY VISIONS GROUP, INC.
               (Formerly Orbit Technologies Inc. and Subsidiaries)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>

                                                                             Three Months Ended
                                                                                 March 31,
                                                                          -----------------------
                                                                             2000         2001
                                                                          ----------   ----------
<S>                                                                       <C>          <C>
Cash Flows from Operating Activities
  Net loss                                                                $(148,345)   $(390,367)
  Adjustments to reconcile net loss to net cash used in operating
     activities:
          Depreciation and amortization                                       6,330        1,363
          Amortization of finance charges                                         -      222,736
          Common stock issued for consulting services                             -        3,749
      Cash provided by (used for) the change in assets and liabilities:
           Increase in accounts payable and accrued liabilities              72,912       19,986
                                                                          ----------   ----------

            Net Cash Used in Operating Activities                           (69,130)    (142,533)
                                                                          ----------   ----------

Cash Used in Investing Activities
   Capital expenditures                                                      (1,594)           -
                                                                          ----------   ----------

Cash Flows from Financing Activities
  Proceeds from sale of stock                                                37,500            -
  Repayment of notes payable                                                      -       (3,682)
                                                                          ----------   ----------
          Net Cash Provided By (Used In) Financing Activities                37,500       (3,682)
                                                                          ----------   ----------

Decrease in Cash                                                            (33,197)   (146,215)
Cash - Beginning                                                             81,587     301,474
                                                                          ----------   ----------
Cash - Ending                                                             $  48,390    $ 155,259
                                                                          ==========   ==========

SUPPLEMENTAL DISCLOSURES:
     Cash paid during the period for:
         Interest                                                         $       -    $  26,318
                                                                          ==========   ==========
         Income taxes                                                     $       -    $       -
                                                                          ==========   ==========
</TABLE>

See notes to financial statements.

                                      F-5
<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
               (Formerly Orbit Technologies Inc. and Subsidiaries)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  1 -       BUSINESS AND CONTINUED OPERATIONS

                Technology Visions Group, Inc. (the "Company") was incorporated
                in the State of Delaware on April 29, 1985. Prior to December
                22, 2000 the company name was Orbit Technologies, Inc. The
                Company'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 tests and evaluations.
                To date, the Company has not financially benefited from the
                commercialization of any of its technologies.

                The accompanying financial statements have been prepared in
                conformity with generally accepted accounting principles, which
                contemplate continuation of the Company as a going concern.
                However, for the years ended December 31, 2000 and the three
                months ended March 31, 2001, the Company incurred net losses of
                approximately $517,000 and $390,500, respectively, and as of
                March 31, 2001, had a stockholders' deficiency and a working
                capital deficiency of approximately $2,582,500 and $2,725,000,
                respectively. The Company requires additional funds to continue
                research and development efforts and complete the necessary work
                to commercialize its technologies. Until completion of the
                development of a technology and the commencement of sales, the
                Company will have no operating revenues, but will continue to
                incur substantial expenses and operating losses. No assurances
                can be given that the Company can complete development of any
                technology or that, if any technology is fully developed, it can
                be manufactured on a large-scale basis or at a feasible cost.
                Further, no assurance can be given that any technology will
                receive market acceptance. These factors raise substantial doubt
                about the Company's ability to continue as a going concern.

                While no assurance can be given, management believes the Company
                can raise adequate capital to keep the Company functioning at a
                minimum level of operation in 2001.



                                      F-6

<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  1 -       BUSINESS AND CONTINUED OPERATIONS (Continued)

                The Company is exploring ways to reduce its existing
                liabilities, including exchanging certain of its liabilities for
                shares of its common stock.

                The Company's ability to continue as a going concern is
                dependent upon obtaining the additional financing, restructuring
                and/or curing the defaults on its debt, completion of research
                and development and the successful marketing of its
                technologies. These financial statements do not include any
                adjustments relating to the recoverability of recorded asset
                amounts that might be necessary as a result of the above
                uncertainty.

NOTE  2 -       CAPITALIZATION

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

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

NOTE  3 -       COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

                Litigation/Disputes
                -------------------

                a)  Benveniste, et al. vs. Lahey, et al. On June 2, 1997,
                    Richard Benveniste and Edgar Benveniste filed suit in the
                    Delaware Court of Chancery on behalf of themselves and
                    purportedly on behalf of the Company against James B. Lahey,
                    James A. Giansiracusa, Stephen V. Prewett, Ian C. Gent and
                    William N. Whelen. The complaint sought a determination by
                    the Court of Chancery as to who constituted the valid
                    directors of the Company in connection with a written
                    consent action initiated by the plaintiffs. On February 23,
                    2001, the plaintiffs dismissed this action.


                                      F-7
<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 4 -        ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

                Accounts payable and accrued liabilities consist of the
                following at March 31, 2001:


                           Salaries to officers                  $1,266,850
                           Professional fees                        280,978
                           Interest                                 140,628
                           Miscellaneous                                684
                                                                 ----------
                                                                 $1,689,140
                                                                 ==========


NOTE 5 -        CONVERTIBLE DEBENTURES

                On December 28, 2000, the Company sold, through a private
                placement, $375,000 of 10% convertible debenture notes, due
                December 28, 2001. As additional consideration, the Company
                issued separate warrants to the purchasers to acquire 375,000
                shares of the Company's common stock at 125% of the conversion
                price, determined as the lesser of $0.14 per share, or 55% of
                the lowest three trading days in the last ten trading days prior
                to the conversion date. The two investors have agreed to
                purchase an additional $375,000 of 10% convertible debenture
                notes at such time as the SEC declares the Company's current
                registration statement effective.

                The debenture agreement permits the holders of the debentures to
                convert the debt into shares of common stock at beneficial
                conversion rates. Shares of common stock to be issued at the
                conversion date shall be equal to the outstanding principal and
                accrued interest at the conversion date, divided by the
                conversion price. The conversion price is the lower of $0.14, or
                the average of the lowest three trading days in the last ten
                trading days prior to the conversion date, multiplied by 55%.

                The convertible debenture agreements obligate the Company to
                have on deposit with the transfer agent a number of common
                shares equal to 200% of the sum of (i) the number of shares of
                common stock into which the debentures are convertible, (ii)
                interest thereon and (iii) the number of shares of common stock
                related to the warrants.


                                      F-8
<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 5 -        CONVERTIBLE DEBENTURES (Continued)

                The Company assigned a value of $281,250 to the beneficial
                conversion feature of the $375,000 of debentures and $93,750 to
                the warrants to buy shares issued to the purchasers of the
                convertible debentures. These amounts are accounted for
                separately from the convertible debentures as an addition to
                paid-in capital and as a reduction of stockholders' equity for
                the unearned portion. The unearned portion is being amortized on
                the interest method over the 180-day period that commenced on
                December 28, 2000 and is being charged to financing costs. For
                the three months ended March 31, 2001, amortization of such
                unearned financing cost amounted to $205,731.

                Costs in connection with the $375,000 convertible debenture
                offering allocated to the convertible debentures, amounted to
                $98,750. The Company is amortizing such costs over 180 days as a
                financing expense commencing December 28, 2000. For the three
                months ended March 31, 2001, amortization of such costs amounted
                to $17,005.

                The convertible debentures are collateralized by all goods
                (including property and equipment), inventories, receivables,
                contract rights, general intangibles, documents, chattel paper
                and computer programs, whether presently owned or existing or
                hereafter acquired or produced, and the products and proceeds of
                all the collateral.


                                      F-9
<PAGE>


                         TECHNOLOGY VISIONS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 6 -        STOCKHOLDERS' EQUITY

                Authorized Shares

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

                Earnings Per Share

                Securities that could potentially dilute basic earnings per
                share ("EPS) in the future that were not included in the
                computation of diluted EPS because to do so would have been
                anti-dilutive for the periods presented consist of the
                following:

<TABLE>
<CAPTION>

                                                                          Number of Potential
                                                                           Additional Common
                                                                                Shares
                                                                                ------
                      <S>                                                   <C>
                      Warrants to purchase common stock                        375,000
                      Convertible Debt (assumed conversion at
                          March 31, 2001 market value price and at
                          largest discount)                                  3,614,000
                      Options to purchase common stock                       4,957,000
                      Accrued salaries                                       5,300,000
                                                                            ----------

                            Total as of March 31, 2001                      14,246,000
                                                                            ==========
</TABLE>


                                      F-10