UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
             OF 1934: For the quarterly period ended March 31, 2002

 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934: For the transition period from _________ to _________

                        Commission file number: 000-30734

                          TTI Holdings of America Corp.

                 (Name of small business issuer in its charter)



Delaware                                                     11-3255619
----------------------------------------                     -------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

68A Lamar Street, West Babylon, New York                     11704
----------------------------------------                     ---------
(Address of Principal executive offices)                     (Zip Code)


                    Issuer's telephone number (631) 643-3610

         Securities registered under Section 12(b) of the "Exchange Act"

                         Common Share Par Value, $.0001
                              (Title of each Class)

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

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

The number of shares of Common Stock outstanding, as of March 31, 2002 was    .

Transitional Small Business Disclosure Format (check one): Yes ; No X




                                       1
<PAGE>



<TABLE>
<CAPTION>

                               TABLES OF CONTENTS

<S>                                                                          <C>
Part I - FINANCIAL INFORMATION................................................3
   Item 1.      Financial Statements..........................................3
   Item 2.      Management's Discussion and Analysis or Plan of Operation.....8

PART 2 - OTHER INFORMATION....................................................9
   Item 1.      Legal Proceedings.............................................9
   Item 2.      Changes in Securities.........................................9
   Item 3.      Defaults upon Senior Securities...............................9
   Item 4.      Submission of Matters to a Vote of Security Holders...........9
   Item 5.      Other Information.............................................9
   Item 6.      Exhibits and Reports on Form 8-K.............................10


</TABLE>



                                       2
<PAGE>

<TABLE>
<CAPTION>


Part I -          FINANCIAL INFORMATION

Item 1.  Financial Statements

                       TTI Holdings, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                              As of March 31, 2002
                                   (Unaudited)
Assets
    <S>                                                   <C>
     Current Assets
         Cash and Cash Equivalents                         $       227
         Trade Accounts Receivable                                  --
         Inventories                                                --
         Prepaid and Other Current Assets
                                                           -----------
              Total Current Assets                                 227

     Fixed Assets
         Machinery and Equipment                                    --
         Leasehold Improvements                            -----------
              Gross Fixed Assets
     Less:  Accumulated Depreciation                       -----------
              Net Fixed Assets
     Other Assets
         Loan Receivable                                       104,194
            Investment (at Cost)                               182,000
         Goodwill, Net
         Organization Cost, Net of Amortization
         Other Assets                                      -----------
              Total Other Assets                               286,421
                                                           -----------

Total Assets                                               $   286,421
                                                           ===========

Liabilities and Stockholders' Equity (Deficit)
     Current Liabilities
         Accounts Payable                                     $109,275
         Notes Payable                                          35,000
                                                           -----------
     Total Current Liabilities                                 144,275

     Total Liabilities

     Common Stock                                                  689
     Additional Paid-In Capital                              3,611,478
     Accumulated Deficit                                    (3,470,021)
                                                           -----------
     Total Stockholders' Equity                                142,146
                                                           -----------

Total Liabilities and Shareholders' Equity                 $   286,421
                                                           ===========

</TABLE>

          See accompanying notes to consolidated financial statements.



                                       3
<PAGE>

<TABLE>
<CAPTION>


                       TTI Holdings, Inc. and Subsidiaries
         Consolidated Statements of Operations and Comprehensive Income
                                   (Unaudited)


                                      For the                     For the
                                 Six Months Ended            Three Months Ended
                                      March 31                    March 31

                               2002           2001           2002        2001
                            ---------      ---------      ---------   ----------
<S>                        <C>          <C>            <C>            <C>
Sales                       $     ---    $   327,119    $       ---    $141,200

Cost Of Sales                     ---        195,517            ---      76,476
                            ---------    -----------    -----------    --------

                                  ---        131,602           ----      64,724

General and Administrative    255,997        473,180         66,514     267,958
Expenses                    ---------    -----------    -----------    --------

Net Loss                     (255,997)      (341,578)      ( 66,514)   (203,234)
                           ----------    -----------    -----------    --------

Other Comprehensive Income:
   Foreign Currency
                                  ---          7,294            ---       3,665
                          -----------    -----------    -----------    --------

Total Comprehensive Income $ (255,997)   ($  334,284)   ($   66,514)  ($199,569)
(Loss)                     ===========   ===========    ===========  ==========

Basic and Diluted Loss     ($   0.04)    ($      .08)   ($     0.01)   ($  0.04)
per Share                  ===========   ===========    =========== ===========

Weighted Avg. No. of        6,169,133      4,451,294      6,169,133   4,570,951
Shares Outstanding          =========    ===========    ===========  ==========


</TABLE>

          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>


<TABLE>
<CAPTION>


                       TTI Holdings, Inc. and Subsidiaries
                       Consolidated Statement of Cash Flow
                                   (Unaudited)

                                                                  For the
                                                              Six Months Ended
                                                                  March 31
                                                             2002         2001
                                                             ----         ----
<S>                                                        <C>         <C>
Cash Flows from Operating Activities:
     Net Loss                                              ($255,997) ($341,578)

Adjustments to reconcile net loss
to net cash used In operating activities:
     Depreciation and Amortization                                --     42,538
     Common Stock Issued for Services                        146,181    176,905
     Increases (Decreases) in:
         Receivables                                              --    (69,508)
         Inventories                                              --    (11,314)
         Prepaid and Other Current Assets                         --      8,547
         Other Assets                                             --     15,115
            Loan to Affiliate                                (14,475)        --

     Increases (Decreases) in:
         Accounts Payable                                     88,572     29,160
         Accrued Expenses and Other Current Liabilities      (64,593)   (42,379)
                                                           ---------   ---------

     Total Adjustments                                       155,685    149,064
                                                           ---------   ---------

     Net Cash used in Operating Activities                  (100,312)  (192,514)
                                                           ---------   --------

Cash Flows from Investing Activities:
     Purchase of Fixed Assets                                     --         --
     Excess of Purchase Price of Net Assets Acquired              --         --
                                                           ---------   --------
         Net Cash used in Investing Activities                     0          0

Cash Flows from Financing Activities:
     Proceeds from sale of shares, net of offering costs      64,593    176,677
     Proceeds from sale of shares not yet issued                  --     31,000
     Proceeds from issuance of Notes Payable                  35,000     41,232
     Repayment of Notes Payable                                   --         --
     Net Proceeds (repayments) of Officer Loans                   --    (50,000)
     Net Proceeds (repayments) of Shareholder Loans               --    (15,538)
                                                           ---------   --------
Net Cash provided by Financing Activities                     99,593    183,371
                                                           ---------   --------
Effect of Exchange on Cash                                        --      7,294

Net Increase (Decrease) in cash and cash equivalent           (  719)    (1,849)

Cash & Cash Equivalent, Beginning of Period                      946     65,437
                                                           ---------  ---------

Cash & Cash Equivalent, End of Period                      $     227     63,588
                                                           =========   ========

</TABLE>

                 See accompanying notes to financial statements.


                                       5
<PAGE>


                       TTI Holdings, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE SIX MONTHS ENDING MARCH 31, 2002
                                   (Unaudited)

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of the
Company have been prepared by management in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for financial statement presentation. In the opinion of
management, all adjustments consisting of normal recurring accruals considered
necessary for a fair presentation have been included. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the full year. These consolidated interim financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Form 10-KSB for the fiscal year ended September 30, 2001 which is
filed with the Securities and Exchange Commission.

2.  EQUITY TRANSACTIONS

During the three months ended December 31, 2001 the Company issued 1,114,000
shares of common stock for services to outside consultants. The value of the
shares was determined by management to be $146,181 and such amount was reflected
as General and Administrative Expenses in the Consolidated Statements of
Operations and Comprehensive Income presented above. In addition, during the
same three months, the Company issued 306,666 shares of common stock in lieu of
cash repayment of shareholder loans and 30,000 shares to an individual who had
paid for the shares during the fiscal year ended September 30, 2001, but which
had not been issued during the same reporting period.

3.  INCOME TAXES

No provision for income taxes was recorded for the three months ended December
31, 2001, due to a net loss having been incurred. The Company does not
anticipate the recording of a profit by the end of the fiscal year.

4.  GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $255,997 for the six months ended March 31,
2002 and has incurred net loss of $66,514 for the three months ended March 31,
2002. At March 31, 2002 current liabilities exceed current assets by $144,048.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.

5.  MERGERS AND ACQUISITIONS

On June 15, 2001, the Company acquired 300,000 shares of COBEX Technologies,
Inc. (COBEX) for $50,000 and the issuance of 100,000 shares of common stock.
This investment represents approximately 18% of COBEX's total outstanding
shares. COBES is a private interconnect communications company specializing in
the sales, installation and maintenance of communication systems located in West
Babylon, New York. The investment in COBEX was recorded on the Company's balance
sheet at the original acquisition cost.


                                       6
<PAGE>

On June 20, 2001, the Company acquired 100% of Transventures, Inc. a private
transportation and logistics company located in Huntington, New York.
Transventures, Inc. was acquired for 250,000 common shares of the Company valued
at $330,000. As a result of the purchase of Transventures, Inc., the Company has
recorded goodwill of $330,000, which represents the excess of the purchase price
over the net value of assets acquired. The goodwill has been fully charged
against the earnings for the year ended September 30, 2001. Due to the inability
of the Company to raise the necessary capital, no activity has taken place
to-date regarding the Transventures, Inc. subsidiary.

On October 10, 2001, TTI entered into an agreement to merge Transventures into
Cyberedge Enterprises, Inc. a Delaware corporation that had recently filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. TTI was to receive
20% of the total outstanding shares of Cyberedge at the closing. The purpose of
the transaction was to allow Cyberedge's management to develop Transventure's
business opportunities in the transportation and logistics business utilizing
network of industry contacts. On December 14, 2001, TTI and Cyberedge mutually
agreed to terminate the merger of Transventures into Cyberedge as it was
determined by both companies that TTI was better suited to raise working capital
for Transventure's business plan.

On December 12, 2001, the company agreed to sell all of its shares in COBEX
Technologies, Inc. back to COBEX for a total of $35,000, payable in installments
over a 12-month period.

6.  SPINOFF OF SUBSIDIARY

On May 31, 2001, the Company announced that it intended to spin off, as a stock
dividend, all of its equity in Panama Industries, LTD., a wholly owned
subsidiary. The shares in Panama Industries would be distributed to the
Company's shareholders of record as of the close of business June 22, 2001; the
distribution would be on a basis of one share of Panama to every three shares of
the Company. On July 2, 2001, the spin-off was executed as announced. On June
22, 2001, in connection with this transaction, the Company incurred a charge to
paid-in capital of $1,572,852. In connection with the stock dividend, on July
25, the Company transferred 100% ownership of AMZ to Panama Industries.


7.  NOTES PAYABLE

On January 22, 2002 the Company borrowed a total of $35,000 from three
"accredited investors" through the issuance of 7% convertible promissory notes
(the "Notes"). The Notes have a one (1) year term and are convertible at the
holders election into shares of Common Stock at the lower of (i) $0.05 or (ii) a
variable conversion price equal to 50% of the average closing bid price of the
Common Stock prior to the day of conversion. The Notes are automatically
converted upon a merger or other extraordinary corporate transaction.



                                       7
<PAGE>




Item 2. Management's Discussion and Analysis or Plan of Operation

Results of Operations For the Three Months Ending December 31, 2001 vs.
December 31, 2000
-----------------------------------------------------------------------

For the three months ended March 31, 2002, the Company did not report any sales
from operations. Sales revenues and operating expenses previously reflected in
the financial statements from the operations of Panama Industries, Ltd. were
shown, as required, as a single caption titled "Loss from Discontinued
Operations." As a result, the Company had no Gross Profit in either 2001 or
2000. During the three months ended December 31, 2001, the Company incurred
approximately $189,000 of expenses for general and administrative expenses
associated with the general operation of the Company. The Company paid for
$146,000 of these expenses through the issuance of 1,114,000 shares of the
Company's Common Stock.

Liquidity and Financial Resources
---------------------------------

The Company incurred a net loss of $189,000 during the three months ended
December 31, 2001 and has incurred substantial net losses for each of the past
three years. These factors raise substantial doubt about the Company's ability
to continue as a going concern. It is the intention of the Company's management
to attempt to improve its liquidity by raising additional investment capital to
provide for continued operating funds and to become profitable by finding
business opportunities that create operating revenues. The ultimate success of
these measures is not reasonably determinable at this time.

The Company has limited the amount of the debt it has raised. There is no debt
outstanding as of December 31, 2001. Since inception, the Company has raised
approximately $2.75 million through the sale of common stock other than stock
issued in exchange for services.

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

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $255,997 for the six months ended March 31,
2002, and incurred a substantial net loss for the prior year. At March 31, 2002
current liabilities exceed current assets by $ 144,048. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

Inflation
---------

The amounts presented in the financial statements do not provide for the effect
of inflation on the Company's operations or its financial position. Because the
Company has no fixed assets, the net operating losses shown would approximate
those reported if the effects of inflation were reflected either by charging
operations with amounts that represent replacement costs or by using other
inflation adjustments.

Forward-looking Information
---------------------------

Certain statements in this document are forward-looking in nature and relate to
trends and events that may affect the Company's future financial position and
operating results. The words "expect" "anticipate" and similar words or
expressions are to identify forward-looking statements. These statements speak
only as of the date of the document; those statements are based on current
expectations, are inherently uncertain and should be viewed with caution. Actual
results may differ materially from the forward-looking statements as a result of
many factors, including changes in economic conditions and other unanticipated
events and conditions. It is not possible to foresee or to identify all such
factors. The Company makes no commitment to update any forward-looking statement
or to disclose any facts, events or circumstances after the date of this
document that may affect the accuracy of any forward-looking statement.



                                       8
<PAGE>



PART 2 - OTHER INFORMATION


Item 1.  Legal Proceedings

In May and June 2001, TTI entered into several letter agreements to acquire up
to eleven separately owned comprehensive outpatient rehabilitation facilities
("CORF's") that were managed by a Florida based company named Total Health Care
Consulting, Inc ("Total"). The Company was essentially acquiring the licenses to
operate these CORF's with Total providing the back-office management functions.
The acquisition of these CORF's was to have been executed by the distribution of
shares of TTI to the CORF owners based upon certain financial criteria. On
August 24, 2001 the Company terminated the agreements with the CORF owners and
did not consummate the acquisitions upon being informed that certain
representations regarding the financial condition of the CORFs and Total and
other material matters were found to be not true. Although approximately
3,500,000 shares of TTI had been issued to the owners of the CORFs, the shares
have been returned to authorized but unissued status on the books of the
Company. Other than the legal, accounting and due diligence expenses incurred in
the pursuit of this acquisition, no other costs were incurred. The Company is
exploring all of its legal remedies in this matter.


Item 2. Changes in Securities

Not applicable.


Item 3. Defaults upon Senior Securities

Not applicable.


Item 4. Submission of Matters to a Vote of Security Holders

None.


Item 5. Other Information


On January 22, 2002 the Company borrowed a total of $35,000 from three
"accredited investors" through the issuance of 7% convertible promissory notes
(the "Notes"). The Notes have a one (1) year term and are convertible at the
holders election into shares of Common Stock at the lower of (i) $0.05 or (ii) a
variable conversion price equal to 50% of the average closing bid price of the
Common Stock prior to the day of conversion. The Notes are automatically
converted upon a merger or other extraordinary corporate transaction.

On April 1, 2002, the Company relocated its offices to 68A Lamar Street, West
Babylon, New York 11704 (631) 643-3610. It will share about 500 square feet of
office space. There is no lease. The Company is a month-to-month subleasee. The
space is adequate for the Company's immediate needs.



                                       9
<PAGE>


<TABLE>
<CAPTION>

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits. The following is a list of exhibits which were previously filed
              and are incorporated by reference.


     SEC REFERENCE        TITLE OF DOCUMENT
         NUMBER
--------------------------------------------------------------------------------
    <S>                   <C>                                      <C>
     3.1                  Articles of Incorporation                (1)
--------------------------------------------------------------------------------
     3.2                  Amendment to Articles of                 (1)
                          Incorporation
--------------------------------------------------------------------------------
     3.3                  Additional Amendment to                  (2)
                          Articles of Incorporation
--------------------------------------------------------------------------------
     3.4                  Bylaws                                   (1)
--------------------------------------------------------------------------------
    10.1                  Consulting Agreement with
                          Crossover Advisors, LLC                  (3)
--------------------------------------------------------------------------------
    10.2                  Management Services Agreement and
                          License Agreement with Adelphia
                          Holdings, LLC                            (4)
--------------------------------------------------------------------------------
    10.3                  Termination Agreement of
                          Andrew B. Mazzone                        (6)
--------------------------------------------------------------------------------
    10.4                  Amendment to Consulting Agreement
                          with Crossover Advisors, LLC             (6)
--------------------------------------------------------------------------------
    16.1                  Letter of change of Accountants          (5)
--------------------------------------------------------------------------------

</TABLE>


(1)  These  documents  are hereby  incorporated  by reference to Form 10SB filed
     November 21, 2000.
(2)  These documents are incorporated by reference to the Form 8-K filed on June
     29, 2001
(3)  These documents are  incorporated by reference to the Form S-8 registration
     statement filed on August 27, 2001.
(4)  These  documents  are  incorporated  by  reference to the Form 8-K filed on
     September 5, 2001.
(5)  These  documents  are  incorporated  by  reference to the Form 8-K filed on
     February 6, 2002.
(6)  These  documents  are  incorporated  by  reference to the Form 8-K filed on
     December 11, 2001.


(b)  Reports from Form 8-K: On April 8, 2002, the Company filed a Current Report
     on Form 8-K with  regard to the  relocation  of its  office  to it  present
     location.




                                       10
<PAGE>





                                   SIGNATURES

                          TTI HOLDINGS OF AMERICA CORP

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities indicated and on May
21, 2002


/s/  Andrew B. Mazzone     Chairman, Chief Financial Officer,
                           Principal Accounting Officer
-------------------------
Andrew B. Mazzone


/s/  James W. Zimbler      Director and President
---------------------------
James W. Zimbler











                                       11
<PAGE>