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 March 31, 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, Inc (formerly Thermaltec International Corp)
                (Name of small business issuer in its charter.)


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


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 March 30,
2001 was 4,644,755.

<PAGE>

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

                       TTI Holdings, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                              As of March 31, 2001
                                   (Unaudited)
Assets
     Current Assets
         Cash and Cash Equivalents                         $    63,588
         Trade Accounts Receivable                             196,006
         Inventories                                           151,265
         Prepaid and Other Current Assets                       37,570
                                                           -----------
              Total Current Assets                             448,429

     Fixed Assets
         Machinery and Equipment                               395,049
         Leasehold Improvements                                 40,120
                                                           -----------
              Gross Fixed Assets                               435,169
         Less:  Accumulated Depreciation                      (222,742)
                                                           -----------
              Net Fixed Assets                                 212,427

     Other Assets
         Goodwill, Net                                         413,372
         Organization Cost, Net of Amortization                    809
         Other Assets                                            6,729
                                                           -----------
              Total Other Assets                               420,910
                                                           -----------

Total Assets                                               $ 1,081,766

Liabilities and Stockholders' Equity (Deficit)
     Current Liabilities
         Notes Payable                                     $   121,899
         Vendor Accounts Payable                               295,527
         Other Current Liabilities                             134,644
         Payment for Shares not Issued                          31,000
         Due to Officer                                         35,000
         Due to Shareholder                                     21,055
                                                           -----------
     Total Current Liabilities                                 639,125

     Long-Term Liabilities
         Long-Term Debt less Current Maturities                 56,677

     Total Liabilities                                         695,802

     Common Stock                                                  464
     Additional Paid-In Capital                              4,099,327
     Retained Earnings (Deficit)                            (3,747,786)
     Accumulated Other Comprehensive Income:
         Foreign Currency Translation Adjustment                33,959
                                                           -----------
     Total Stockholders' Equity (Deficit)                      385,964
                                                           -----------

Total Liabilities and Stockholders' Equity (Deficit)       $ 1,081,766
                                                           ===========

          See accompanying notes to consolidated financial statements.


                                       2
<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


                                              2000           2001           2000           2001
                                              ----           ----           ----           ----
<S>                                       <C>            <C>            <C>            <C>
Sales                                     $    90,582    $   327,119    $    33,525    $   141,200

Cost Of Sales                                  81,571        195,517         46,244         76,476
                                          -----------    -----------    -----------    -----------

Gross Profit                                    9,011        131,602        (12,719)        64,724

General and Administrative Expenses           634,730        473,180        526,917        267,958
                                          -----------    -----------    -----------    -----------

Net Loss                                     (625,719)      (341,578)      (539,636)      (203,234)
                                          -----------    -----------    -----------    -----------

Other Comprehensive Income:
   Foreign Currency Translation Adjust          5,761          7,294          2,466          3,665
                                          -----------    -----------    -----------    -----------
Total Comprehensive Income (Loss)         ($  619,958)   ($  334,284)   ($  537,170)   ($  199,569)
                                          ===========    ===========    ===========    ===========

Basic and Diluted Loss per Share          ($     0.24)   ($     0.08)   ($     0.20)   ($     0.04)
                                          ===========    ===========    ===========    ===========

Weighted Avg. No. of Shares Outstanding     2,652,737      4,451,294      2,712,229      4,570,951
                                          ===========    ===========    ===========    ===========

</TABLE>




          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                       TTI Holdings, Inc. and Subsidiaries
                       Consolidated Statement of Cash Flow
                                   (Unaudited)
                                                                  For the
                                                              Six Months Ended
                                                                  March 31

                                                             2000         2001
                                                             ----         ----
<S>                                                        <C>          <C>
Cash Flows from Operating Activities:
     Net Loss                                              ($625,719)   ($341,578)

Adjustments to reconcile net loss to net cash used
In operating activities:
     Depreciation and Amortization                            10,808       42,538
     Common Stock Issued for Services                        332,736      176,905
     Increases (Decreases) in:
         Receivables                                          97,862      (69,508)
         Inventories                                          (8,156)     (11,314)
         Prepaid and Other Current Assets                    (71,302)       8,547
         Other Assets                                            769       15,115

     Increases (Decreases) in:
         Accounts Payable                                    (54,715)      29,160
         Accrued Expenses and Other Current Liabilities       20,705      (42,379)
                                                           ---------    ---------

     Total Adjustments                                       328,707      149,064
                                                           ---------    ---------

     Net Cash used in Operating Activities                  (297,012)    (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       1,000      176,677
     Proceeds from sale of shares not yet issued             999,000       31,000
     Proceeds from issuance of Notes Payable                    --         41,232
     Repayment of Notes Payable                              (13,607)        --
     Net Proceeds (repayments) of Officer Loans                 --        (50,000)
     Net Proceeds (repayments) of Shareholder Loans         (148,400)     (15,538)
                                                           ---------    ---------

Net Cash provided by Financing Activities                    837,993      183,371
                                                           ---------    ---------

Effect of Exchange on Cash                                     4,810        7,294

Net Increase (Decrease) in cash and cash equivalent          545,791       (1,849)

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

Cash & Cash Equivalent, End of Period                      $ 677,069    $  63,588
                                                           =========    =========

</TABLE>

                 See accompanying notes to financial statements.


                                       4
<PAGE>

                       TTI Holdings, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE SIX MONTHS ENDING MARCH 31, 2001
                                   (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  which is filed with the  Securities  and  Exchange
Commission.

2.GOODWILL

As a result of the purchase of High Velocity  Technology,  Inc. on May 19, 2000,
the Company has recorded,  in consolidation,  goodwill of $450,772.  Goodwill is
being amortized on a straight-line basis over a life of ten years.

3.EQUITY TRANSACTIONS

During  the six months  ending  March 31,  2001 the  Company  issued  shares for
services to outside consultants as follows:

            Administrative services          114,304 shares      $176,905

During the six months ending March 31, 2001,  the Company  issued 184,000 shares
of common stock in lieu of cash repayment of shareholder loans; the company also
issued 4,500 shares in lieu of payment for trade payables.

4.INCOME TAXES

No provision for income taxes was recorded for the six-month period ending March
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.

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 $341,578  for the six months ended March 31,
2001 and has  incurred a  substantial  net loss in the prior year.  At March 31,
2001 current  liabilities exceed current assets by $190,696.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
<PAGE>

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 Thermaltec common stock; the completion of the
acquisition was subject to the usual due diligence  process.  Upon 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
occupational  health clinic and practice.  The acquisitions  will be effected by
the exchange of shares,  valued at approximately  twenty million dollars, of the
common stock of the Company 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
contracts to purchase Diversified Diagnostics, LLC in Jacksonville,  Florida and
Senior Healthcare Inc. in Savannah,  Georgia.  The acquisitions were effected by
the exchange of common stock valued at $1 million and $1.1 million respectively.
The Company will continue to announce individual closings as they occur.

On March 29,  2001 the  Company  announced  the signing of a letter of intent to
purchase  Cobex  Technologies  Inc. The estimated  annual  revenues of Cobex are
approximately  $ 3 million.  Cobex,  located in West  Babylon,  New York,  is an
interconnect/communication  company specializing in the sales,  installation and
maintenance  of  communication  systems,  including  data and voice  cabling and
network  services.  Cobex  serves  the New  York  area  with  market  niches  in
healthcare  and  financial  services.  The  acquisition  will be effected by the
exchange of common shares, currently valued at $ 500 thousand in common stock of
the  Company  for the assets of Cobex.  The  completion  of the  acquisition  is
subject to the usual due diligence process.

On April 2, 2001 the  Company  announced  the  signing  of a letter of intent to
purchase two facilities  owned by Main  Incorporated  (dba) Cactus  Salons.  The
estimated  annual revenues of the two facilities are  approximately $ 2 million.
Cactus currently owns eleven salons on Long Island,  New York and specializes as
a day  spa,  offering  spa  services,  hair  dressing  and  professional  retail
products.  The  acquisition  will be effected by the exchange of common  shares,
currently valued at $ 600 thousand in common stock of the Company for the assets
of  Cactus.  The  completion  of the  acquisition  is  subject  to the usual due
diligence process.


                                       6
<PAGE>

On May 9,  2001 the  Company  announced  the  signing  of a letter  of intent to
acquire Transventures,  Inc., a private Huntington,  New York transportation and
logistics firm. The estimated  annual revenues of  Transventures is $ 5 million.
The purchase is to be effected by the exchange of the Company's  shares,  valued
at  approximately $ 500,000 for essentially all of the assets of  Transventures.
The completion of the acquisition is subject to the usual due diligence process.




Item 2.    Management's  Discussion  and  Analysis of  Financial  Condition  and
           ---------------------------------------------------------------------
           Results of Operations
           ---------------------


                MANAGEMENT'S DISCUSSION & ANALYSIS OF OPERATIONS
                               TTI Holdings, Inc.

Results of Operations
---------------------

Three Months Ending March  31, 2001 vs. March, 2000
For the three months ended March 31, 2001, TTI Holdings, Inc. had $ 141 thousand
of consolidated  sales,  an increase of 321 % from the prior year's  comparative
period,  as the inclusion of High Velocity  Technologies,  acquired in May, 2000
added $ 66 thousand to revenues;  thermal coating  revenues in the United States
and in Costa Rica grew by $ 42 thousand. Gross margins were 46 %, an improvement
from the loss in the prior year, reflecting substantially improved manufacturing
cost  efficiencies  in Costa Rica and in thermal spray  operations in the United
States.  Selling,  general and administrative expenses were $ 268 thousand, $259
thousand less than the earlier period,  reflecting  expense  reductions in Costa
Rica and a  reduction  in the amount of shares  issued for  services  during the
period.  The  inclusion  of High  Velocity  in this  year's  results  created an
increase in expenses of $ 60  thousand,  compared  with the prior  year's  three
months.


Six Months Ending March  31, 2001 vs. March 31, 2000
For the six months ended March 31, 2001,  TTI Holdings,  Inc. had $ 327 thousand
of consolidated  sales,  an increase of 261 % from the prior year's  comparative
period,  as the inclusion of High Velocity  Technologies,  acquired in May, 2000
added $ 204  thousand to  revenues;  thermal  coating  operations  in the United
States and in Costa Rica also grew by $ 32 thousand. Gross margins were 40 %, an
increase from 10 % in the prior year, primarily reflecting  improvements made in
the  efficiency of the Costa Rican  operation;  margins also improved in thermal
coating  operations in the United States.  Selling,  general and  administrative
expenses  were  $ 473  thousand,  $ 162  thousand  less  than  the  prior  year,
reflecting  lower  costs in Costa  Rica and  reductions  in  shares  issued  for
services.  The inclusion of High Velocity resulted in an increase in expenses of
$ 149 thousand, compared with the prior year's comparative period.


Liquidity and Financial Resources

The Company has not yet achieved profitability since its inception in 1994. As a
result,  it has  limited  the amount of the 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.
Debt  outstanding  as of March 31, 2001  consists  primarily of $ 12 thousand of
notes payable and $ 166 thousand in equipment  financing.  Additional  liquidity
has been provided by shareholder  and officer loans as of March 31, 2001 of $ 56
thousand.  Since inception, the Company has raised $2.5 million through the sale
of common  stock other than stock  issued in exchange for services or in lieu of
payments for purchases.


                                       7
<PAGE>

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 $ 342 thousand for the six months ended March
31, 2001 and has incurred  substantial  net losses for the prior year.  At March
31, 2001 current  liabilities  exceed  current  assets by $ 190 thousand.  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.

The Company's  payment terms for its  receivables are thirty calendar days after
invoicing.  At March  31,  2001,  there  were $ 35  thousand  due from  NYSERDA,
representing retainage under the terms of the original contracts for Phase I and
for Phase II. Upon completion of the project,  the remaining balance is expected
to be paid by NYSERDA.

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.  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 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
           -----------------

           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.


                                       8
<PAGE>

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 S-8
           ------------------------------

           Reports on Form S-8:





                                       9
<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:   11 May 2001                 TTI Holdings, Inc.


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





                                       10