UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2001.

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


                         COMMISSION FILE NUMBER: PENDING
                                                 -------


                          TTI Holdings of America, Inc.
                          -----------------------------
                    (formerly Thermaltec International Corp)
                    ----------------------------------------
                 (Name of small business issuer in its charter.)



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


  76 North Broadway, Hicksville, NY                              11704
----------------------------------------                ------------------------
(Address of Principal Executive Offices)                       (Zip Code)


Issuer's telephone number  (516) 931-5700
                           --------------


Indicate by check mark whether the registrant (1) 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(2) has been  subject  to such  filing
requirements for the past 90 days. [X] Yes [ ]No

The number of shares of Common Stock, par value $.0001,  outstanding on June 30,
2001 was 5,170,225.




<PAGE>



PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
        --------------------

                 TTI Holdings of America, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                               As of June 30, 2001
                                   (Unaudited)
Assets
     Current Assets
         Cash and Cash Equivalents                     $    60,583
         Trade Accounts Receivable                          50,401
         Inventories                                        20,580
         Prepaid and Other Current Assets                   30,718
                                                       -----------
              Total current Assets                         162,282

     Fixed Assets
         Machinery and Equipment                           114,596
         Leasehold Improvements                                  0
                                                       -----------
              Gross Fixed Assets                           114,596
         Less:  Accumulated Depreciation                   (28,824)
                                                       -----------
              Net Fixed Assets                              85,772

     Other Assets
         Goodwill, Net                                           0
         Organization Cost, Net of Amortization                  0
         Loan to Affiliate Company                       1,385,010
         Investment in Unconsolidated Subsidiaries         257,000
         Other Assets                                       15,287
                                                       -----------
              Total Other Assets                         1,657,297
                                                       -----------

Total Assets                                           $ 1,905,351


Liabilities and Stockholders' Equity (Deficit)
     Current Liabilities
         Notes Payable                                 $    35,000
         Vendor Accounts Payable                            33,640
         Other Current Liabilities                         191,489
         Payment for Shares not Issued                      30,000
         Due to Officer                                          0
         Due to Shareholder                                      0
                                                       -----------
     Total Current Liabilities                             290,129

     Long-Term Liabilities
         Long-Term Debt less Current Maturities                  0
                                                       -----------

     Total Liabilities                                     290,129

     Common Stock                                              517
     Additional Paid-In Capital                          4,663,366
     Retained Earnings (Deficit)                        (3,091,859)
     Accumulated Other Comprehensive Income:
         Foreign Currency Translation Adjustment            43,198
     Total Stockholders' Equity (Deficit)                1,615,222

Total Liabilities and Stockholders' Equity (Deficit)   $ 1,905,351
                                                       ===========

          See accompanying notes to consolidated financial statements.


                                       2

<PAGE>
<TABLE>
<CAPTION>

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


                                                     For the                      For the
                                                Nine Months Ended           Three Months Ended
                                                    June 30,                      June 30,


                                              2000           2001           2000           2001
                                          -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>

Sales                                     $   211,051    $   447,184    $   120,469    $   120,065

Cost Of Sales                                 209,250        245,561        127,679         50,044
                                          -----------    -----------    -----------    -----------

Gross Profit                                    1,801        201,623         (7,210)        70,021

General and Administrative Expenses           852,873      1,110,825        218,143        637,645
                                          -----------    -----------    -----------    -----------

Net Loss                                     (851,072)      (909,202)      (225,353)      (567,624)
                                          -----------    -----------    -----------    -----------

Other Comprehensive Income:
   Foreign Currency Translation Adjust         (9,084)        16,533        (14,845)         9,239
                                          -----------    -----------    -----------    -----------

Total Comprehensive Income (Loss)         ($  860,156)   ($  892,669)   ($  240,198)   ($  558,385)
                                          ===========    ===========    ===========    ===========

Basic and Diluted Loss per Share          ($     0.28)   ($     0.20)   ($     0.09)   ($     0.12)
                                          ===========    ===========    ===========    ===========

Weighted Avg. No. of Shares Outstanding     3,017,551      4,567,079      2,592,784      4,789,123
                                          ===========    ===========    ===========    ===========
</TABLE>



          See accompanying notes to consolidated financial statements.


                                       3

<PAGE>
<TABLE>
<CAPTION>

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

                                                                    For the
                                                               Nine Months Ended
                                                                    June 30,

                                                               2000           2001
                                                           -----------    -----------
<S>                                                        <C>            <C>

Cash Flows from Operating Activities:
     Net Loss                                              ($  851,072)   ($  909,202)

Adjustments to reconcile net loss to net cash used
In operating activities:
     Depreciation and Amortization                              26,355        354,949
     Common Stock Issued for Services                          391,837        245,154
     Loss on Disposal of Assets                                 27,320
     Increases (Decreases) in:
         Receivables                                           (23,448)        76,097
         Inventories                                          (104,319)       119,371
         Prepaid and Other Current Assets                      (58,837)        15,399
         Other Assets                                              769          6,557
         Purchase of Goodwill                                 (450,772)             0
         Loan to Affiliated Company, Panama Industries               0     (1,385,010)

     Increases (Decreases) in:
         Accounts Payable                                       95,153       (232,727)
         Accrued Expenses and Other Current Liabilities         36,257          9,800
                                                           -----------    -----------

     Total Adjustments                                         (87,005)      (763,090)
                                                           -----------    -----------

     Net Cash used in Operating Activities                    (938,077)    (1,672,292)
                                                           -----------    -----------


Cash Flows from Investing Activities:
     Investment in Unconsolidated Subsidiary                         0        257,000
     Effect on Cash of Spinoff of Panama Industries                  0        340,168
     Excess of Purchase Price of Net Assets Acquired           450,772        330,000
                                                           -----------    -----------
         Net Cash used in Investing Activities                 450,772        927,168

Cash Flows from Financing Activities:
     Proceeds from sale of shares, net of offering costs       767,979        917,674
     Proceeds from sale of shares not yet issued                     0         30,000
     Proceeds from issuance of Notes Payable                         0              0
     Repayment of Notes Payable                                129,609       (137,344)
     Net Proceeds (repayments) of Officer Loans                      0        (50,000)
     Net Proceeds (repayments) of Shareholder Loans           (214,397)       (36,593)
                                                           -----------    -----------

Net Cash provided by Financing Activities                      683,191        723,737
                                                           -----------    -----------

Effect of Exchange on Cash                                      (9,084)        16,533

Net Increase (Decrease) in cash and cash equivalent            186,802         (4,854)

Cash & Cash Equivalent, Beginning of Period                    131,278         65,437
                                                           -----------    -----------

Cash & Cash Equivalent, End of Period                      $   318,080    $    60,583
                                                           ===========    ===========
</TABLE>


                 See accompanying notes to financial statements.



                                      4

<PAGE>



                 TTI Holdings of America, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDING JUNE 30, 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  which is filed with the  Securities  and  Exchange
     Commission.

     2. GOODWILL

     As a result of the  purchase  of  Transventures,  Inc. on June 20, 2001 the
     Company has recorded in  consolidation  goodwill of  $330,000.  Goodwill is
     being  amortized,  beginning July 1, 2001 on a  straight-line  basis over a
     life of ten years. The goodwill has been fully charged against earnings for
     the nine months.

     3. EQUITY TRANSACTIONS

     During the nine months  ending June 30,  2001 the  Company  issued  155,804
     shares of common stock for services to outside consultants as follows:

                                  Shares    $Amount
                                  ------    -------
               Administrative    142,804   $229,057
               Marketing          33,000     16,097


     During the nine months  ending June 30,  2001 the  Company  issued  184,000
     shares of common stock in lieu of cash repayment of shareholder loans.

     4. INCOME TAXES

     No  provisions  for income  taxes was  recorded  for the nine month  period
     ending June 30, 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.


                                       5

<PAGE>


                 TTI Holdings of America, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDING JUNE 30, 2001
                                   (Unaudited)

     5. 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 $909,202 for the nine months
     ending June 30, 2001 and has incurred a net loss of $1,230,225 in the prior
     year.  At June 30,  2001  current  liabilities  exceed  current  assets  by
     $127,847;  total assets exceed total  liabilities  by $1.6  million.  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.

     6. MERGERS AND ACQUISITIONS

     On January 31,  2000 the  Company  signed a letter of intent to acquire one
     million shares,  representing 10% of the outstanding shares of Ix Partners,
     Ltd. Ix Partners, based in Salem, NH, is active in the field of information
     technology,  with a special emphasis on developing and enhancing  real-time
     data  processing  systems by means of the Internet.  The acquisition was to
     have been effected by the exchange of 200,000  shares of TTIH common stock;
     the  completion  was subject to the usual due diligence  process.  Upon the
     completion  of the due  diligence  process on December 14, 2000 the Company
     chose to withdraw from further negotiations with Ix.

     On March 27, 2001 the Company announced the signing of letters of intent to
     purchase nineteen  separately owned health care delivery  companies in nine
     states. The estimated revenues of these facilities total, in the aggregate,
     approximately $ 50 million. The nineteen companies are composed of thirteen
     outpatient  rehabilitation  facilities,  two diagnostic testing enterprises
     and four occupational  health clinics and practices.  The acquisitions were
     to be effected by the exchange of common  shares of the Company,  valued at
     approximately  twenty million dollars for the common shares of the acquired
     companies;  the  amount  will be  proportionately  less if  less  than  the
     nineteen  facilities are acquired.  The completion of the  acquisitions  is
     subject to the usual due diligence process.

     On May 3,2001 the Company  announced the closing of the of the contracts to
     purchase  Diversified  Diagnostics,  LLC in Jacksonville Florida and Health
     Care Inc. in  Savannah,  Georgia.  The  acquisitions  were  effected by the
     exchange  of  common  stock  valued  at  $  1  million  and  $1.1  million,
     respectively.  On May 15,  2001 the  Company  announced  the closing of the
     contracts to purchase  Senior Health Care of  Wisconsin,Inc.  in Green Bay,
     Wisconsin and Northside Rehab,  Inc. of Indianapolis,  Indiana.  On May 17,
     2001 the Company  announced the closing of the contracts to purchase Senior
     Healthcare of Illinois, Inc. in Quincy, Illinois,  Allied Rehab Specialists
     PC of Marietta, Georgia and Comprehensive Wellness Group, Inc. of North

                                       6

<PAGE>

                 TTI Holdings of America, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDING June 30, 2001
                                   (Unaudited)

     Miami,  Florida.  On June 28, 2001 the Company  announced the completion of
     four  additional  healthcare   acquisitions:   Colonial  rehabilitation  of
     Florida,  Inc.,Minnesota  One Health Systems,  Inc., Austin Rehab, Inc. and
     Tennessee  Rehab  Associates,  Inc.  These  acquisitions  brought the total
     number of healthcare organizations acquired to eleven. On June 17, 2001 the
     Company  announced  that it had  learned  during  due  diligence  that  the
     licenses   under  which  the  health  care   facilities   operate  must  be
     newly-approved  by the  government,  when  sold to a new  owner.  Since the
     timing of the license is not predictable,  the eleven closing  transactions
     were deemed to have not been completed; the shares issued will be placed in
     Escrow, pending the issuance of the licenses.

     On March 29, 2001 the Company  announced  the signing of a letter of intent
     to purchase 50% of the shares of Cobex Technologies  Inc.Cobex,  located in
     West Babylon, NY, is an interconnect  communication company specializing in
     the sales,  installation and maintenance of communication  systems. On June
     20, 2001 the Company announced the closing of the purchase of 50% of Cobex;
     the price paid in common shares and cash of the Company was $ 257,000.

     On April 2, the  Company  announced  the  signing  of a letter of intent to
     purchase two facilities owned by Main Incorporated,  a New York corporation
     dba Cactus Salons.  Cactus owns eleven salons on Long Island, New York. The
     acquisition  will be effected by the exchange of common shares,  originally
     valued at $ 600,000 for the assets of the two facilities. The completion of
     the  acquisition is subject to the usual due  diligence;  as of the date of
     this filing, due diligence continues in process.

     On May 9, 2001 the Company  announced  the signing of a letter of intent to
     acquire   Transventures,   Inc.  a  private   Huntington,   New  York-based
     transportation  and logistics firm. On June 20, 2001 the Company  announced
     the  closing of the  purchase  of  Transventures;  the price paid in common
     shares of the Company was $ 330,000.


     7. 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 off 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.  The comparative  financial  statements of the Company for prior
     periods have been restated retroactively to reflect the spin-off.

                                       7

<PAGE>

                 TTI Holdings of America, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDING JUNE 30, 2001
                                   (Unaudited)


     8. OTHER ASSETS

     At the time of the spin-off of Panama  Industries  (PI), the Company had an
     intercompany  balance receivable from PI. The balance has been reclassified
     to Other Receivables, a non-current asset. As of June 30, 2001, the balance
     in this account was $ 1,385,010.

     9. UNCONSOLIDATED SUBSIDIARIES

     The Company owns 300,000  shares of COBEX  Technologies  Inc.  representing
     less than 50% of that company's outstanding shares. The investment in COBEX
     is accounted  for on the Equity Basis as an  Investment  in  Unconsolidated
     Subsidiaries.  As a result,  the  investment is recognized in the Company's
     balance sheet at the original  acquisition cost,  adjusted by the Company's
     share of COBEX's  profit  (loss).  The Company's  share of profit (loss) is
     recognized on the income statement as Other Income.

     COBEX was acquired on June 20, 2001 and the results of operations  from the
     date of acquisition to June 30, 2001 were immaterial.

     10. SUBSEQUENT EVENTS

     On  July  25,  2001  the  Company   transferred   100%   ownership  of  AMZ
     Thermaltec,S.A.  and its wholly owned subsidiary, Thermaltec de Costa Rica,
     S.A. to Panama Industries.

                                       8

<PAGE>

Item 2.    Management's Discussion and Analysis
           ------------------------------------

                MANAGEMENT"S DISCUSSION & ANALYSIS OF OPERATIONS
                 TTI Holdings of America, Inc. and Subsidiaries


Results of Operations
Three Months Ending June 30, 2001 vs. June 30, 2000
---------------------------------------------------
For the three months ended June 30, 2001, TTI Holdings had consolidated sales of
$120 thousand,  compared to $ 121 thousand in the same period of the prior year.
Gross margins were 58 %, compared to a loss in the prior year's  quarter of 5 %.
The   improvement   reflected  the   introduction   of  quality  and  efficiency
improvements  at  the  end  of the  prior  fiscal  year.  Selling,  general  and
administrative  expenses  were $ 637  thousand,  $ 420 thousand more than in the
year-ago period.  The increase was primarily due to the $ 330 thousand write-off
of the Goodwill arising from the acquisition of  Transventures,  Inc. during the
quarter. COBEX was acquired on June 20, 2001. The results of operations from the
date of acquisition to June 30, 2001 were immaterial.

Nine Months Ending June 30, 2001 vs. June 30, 2000
--------------------------------------------------
For the nine months ending June 30, 2000, TTI Holdings had consolidated sales of
$ 447  thousand,  compared  to $ 211  thousand in the prior year  period.  Gross
margins were 45 % vs. a loss in the prior year of about 1%; this  reflected  the
improved  efficiencies  in the Costa  Rican  subsidiary,  following a program of
quality  improvement  during  the final  quarters  of the prior  year.  Selling,
general and administrative  expenses were $ 1,111 thousand,  $ 258 thousand more
than in the prior year's nine month period.

Liquidity and Financial Resources
---------------------------------
The Company has not achieved  profitability  since its  inception in 1994.  As a
result,  it has  limited  the  amount of debt it has  raised  to cover  only the
acquisition  of assets with reliably  predictable  benefits,  such as production
machinery.  The Company is of the opinion that the  financing  necessary to fund
market  development is more  appropriately  obtained through the sale of equity.
The Company had $ 35 thousand of debt  outstanding  as of June 30,  2001.  Since
inception, the Company has raised $ 2.5 million through the sale of common stock
other than the issuance of stock in exchange for services or in lieu of payments
for purchases.


Going Concern
-------------
The financial  statements  of the Company 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 $ 909 thousand for the nine months ended June
30, 2001 and has incurred  substantial  net losses for the prior years.  At June
30, 2001, current liabilities  exceeded current assets by $ 128 thousand;  total
assets  exceeded  total  liabilities  by $  1.6  million.  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.

                                       9

<PAGE>

Inflation
---------
The  amounts  represented  in the  financial  statements  do not provide for the
effect of inflation  on the  Company's  operations  or its  financial  position.
Amounts shown for machinery,  equipment and leasehold improvements and for costs
and  expenses  reflect   historical  cost  and  do  not  necessarily   represent
replacement  cost. The net operating losses shown would be greater than reported
if the effects of inflation were reflected  either by charging  operations  with
amounts that represent replacement cost 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 and
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
        -----------------

        There is no past, pending or, to our knowledge, threatened litigation or
        administrative action which has or is expected by our management to have
        a material effect upon our business,  financial condition or operations,
        including any  litigation or action  involving our officer,  director or
        other  key  personnel.  There  have  been no  changes  in the  company's
        accountants, or disagreements with its accountants since its inception.


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

        No matters were submitted to a vote of security holders.


Item 5. Exhibits and Forms on Form 8-K
        ------------------------------

        Reports on Form 8-K

                                       10

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


Dated:     10 August 2001                 TTI Holdings of America, Inc.


                                          By:   /s/ Andrew B. Mazzone
                                              -----------------------
                                              Andrew B. Mazzone, President and
                                              Chairman of the Board of Directors
                                              Principal Financial Officer
                                              Principal Accounting Officer