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 December 31, 2001


[ ]   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.)

545 Madison Ave, 6th Floor NY, NY10022                        10022
----------------------------------------                      -----
(Address of Principal executive offices)                      (Zip Code)

Issuer's telephone number (212) 755-8777
                          --------------

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 December 31, 2001 was
6,894,466.

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

<PAGE>


                               TABLES OF CONTENTS


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........................................10
   Item 3.      Defaults upon Senior Securities..............................10
   Item 4.      Submission of Matters to a Vote of Security Holders..........10
   Item 5.      Other Information............................................10
   Item 6.      Exhibits and Reports on Form 8-K.............................11



                                       2
<PAGE>

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                          TTI Holdings of America Corp.
                           Consolidated Balance Sheet
                             as of December 31, 2001

(Unaudited)

Assets
       Current Assets:
               Cash and Cash Equivalents         $        45
                                                 -----------


               Total Current Assets                       45
                                                 -----------
       Other Assets:
       Loan Receivable                                89,719
       Investment (at Cost)                          182,000
                                                 -----------

       Total Other Assets                            271,719
                                                 -----------


Total Assets                                     $   271,764
                                                 ===========

Liabilities and Stockholders' Equity (Deficit)
       Current Liabilities
              Accounts Payable                   $    63,104
                                                 -----------


              Total Current Liabilities               63,104

Stockholders' Equity

       Common Stock                                      689
       Additional Paid-in Capital                  3,611,478
       Accumulated Deficit                        (3,403,507)
                                                 -----------

       Total Shareholders' Equity                    208,660
                                                 -----------

Total Liabilities and Shareholders' Equity       $   271,764
                                                 ===========


                 See accompanying notes to financial statements


                                       3
<PAGE>

                          TTI Holdings of America Corp.
         Consolidated Statements of Operations and Comprehensive Income
                                   (Unaudited)

                                                         For the
                                                    Three Months ended
                                                        December 31,
                                                    2001           2000
                                                -----------    -----------

Sales                                           $         0    $         0


Cost of Sales                                             0              0
                                                -----------    -----------

Gross Profit                                              0              0

General and Administrative Expenses                 189,483        102,603
                                                -----------    -----------


Net Loss from Continuing Operations                (189,483)      (102,603)


Other Comprehensive Income:
   Foreign currency translation adjustments               0          3,629
                                                -----------    -----------
Total Comprehensive Income (Loss)                  (189,483)       (98,974)

Discontinued Operations
     Loss from Discontinued Operations,
     Net of Income Taxes of $0                            0       (137,793)
                                                -----------    -----------

Net Loss                                        ($  189,483)   ($  236,767)
                                                -----------    -----------




Basic and Diluted Loss per Share                ($     0.03)   ($     0.06)
                                                -----------    -----------


Weighted Average Number of Shares Outstanding     6,169,133      4,361,551
                                                ===========    ===========




                  See accompanying notes to financial statement



                                       4
<PAGE>
<TABLE>
<CAPTION>

                          TTI Holdings of America Corp.
                      Consolidated Statements of Cash Flow


                                                                For the Three Months
                                                                 ended December 31,
                                                                 2001         2000
                                                               ---------    ---------
<S>                                                            <C>          <C>
Cash Flows from Operating Activities:
Net Loss                                                       ($189,483)   ($240,396)
                                                               ---------    ---------

Adjustments to reconcile net loss to net cash used
in operating activities:
         Depreciation & Amortization                                   0            0
         Common Stock Issued for Services and Awards             146,181      108,952
         Net Effect of Panama Industries Spin-off                      0        2,318
         (Increase) decrease in:
                  Accounts Receivables                                 0            0
                  Inventories                                          0            0
                  Prepaid Expenses and Other Current Assets            0            0
                  Other Assets                                         0            0

Increase(decrease) in:
         Accounts Payable                                         42,401            0
         Accrued Expenses & Other Current Liabilities            (64,593)           0
                                                               ---------    ---------

Total Adjustments                                                123,989      111,270
                                                               ---------    ---------

Net cash used in Operating Activities                            (65,494)    (129,126)
                                                               ---------    ---------

Cash Flows from Investing Activities:
         Purchases of Fixed Assets                                     0            0
         Cash paid in acquisition of subsidiary                        0            0
                                                               ---------    ---------
         Net cash used in Investing Activities                         0            0
                                                               ---------    ---------

Cash Flows from Financing Activities:
         Proceeds from sale of shares, net of offering costs      64,593       35,850
         Repayments of Long-Term Debt                                  0      (14,423)
         Net Proceeds (repayments) of Officer Loans                    0      (15,000)
         Net Proceeds (repayments) of Shareholder Loans                0       92,947
                                                               ---------    ---------

Net cash provided by Financing Activities                         64,593       99,374
                                                               ---------    ---------

Effect of exchange on cash                                             0        3,629

Net increase (decrease) in cash and cash equivalents                (901)     (26,123)

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

Cash & Cash Equivalents, End of Period                         $      45    $  39,314
                                                               =========    =========
</TABLE>


                 See accompanying notes to financial statements


                                       5
<PAGE>

                          TTI Holdings of America Corp.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED December 31, 2001
                                   (unaudited)

1.   BASIS OF PRESENTATION
     The accompanying  unaudited condensed  consolidated financial statements of
     the  Company  have been  prepared 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  during 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  $189,483  for the three
     months ended December 31, 2001,  incurred a loss of $ 1,147,696  during the
     year ended September 30, 2001 and incurred  substantial net losses for each
     of the two years prior to that.  At December 31, 2001  current  liabilities
     exceed current assets by $ 63,059.  These factors raise  substantial  doubt
     about the Company's  ability to continue as a going concern.  The financial


                                       6
<PAGE>

     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.  COBEX 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.

     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


                                       7
<PAGE>

     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.   SUBSEQUENT EVENTS
     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.


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  December 31, 2001,  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.


                                       8
<PAGE>

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 $189,483 for the three months ended December
31, 2001,  incurred a loss of $ 1,147,696  during the year ended  September  30,
2001 and  incurred  substantial  net losses  for each of the two years  prior to
that.  At December  31, 2001  current  liabilities  exceed  current  assets by $
63,059.  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.

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


                                       9
<PAGE>

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 November 1, 2001,  Andrew B. Mazzone resigned as Chief Executive Officer
and President of the Company.  Mr. Mazzone  remains as the Chairman of the Board
of Directors.  James W. Zimbler, of Crossover Advisors, LLC was named as interim
President  effective as of the same date.  Mr. Zimbler was also appointed to the
Board of Directors.
     On  November  1, 2001,  200,000  shares of Common  Stock were issued to Mr.
Mazzone in satisfaction of outstanding loans and advances made by Mr. Mazzone on
behalf of the Company from time to time.
     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.


                                       10
<PAGE>

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
--------------------------------------------------------------------------------
     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)
--------------------------------------------------------------------------------
(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.
--------------------------------------------------------------------------------



                                       11
<PAGE>

(b) Reports from Form 8-K:
On December 11, 2001 the Company filed a Current  Report on Form 8-K with regard
to the  resignation  of Andrew B. Mazzone as the Company's CEO and President and
the appointment of James W. Zimbler as its President.


                                   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 February 15, 2002

Signature                                           Title
---------------------                               ------

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


/s/ Andrew B. Mazzone                               Chairman of the Board
---------------------
Andrew B. Mazzone                                   Principal Financial Officer
                                                    Principal Accounting Officer



                                       12