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

                                   FORM 10-QSB

(Mark One)

[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 Exchange Act

          For the transition period from _____ to _____

                         Commission File Number 0-23737

                         ACHIEVEMENT TEC HOLDINGS, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

                  Delaware                               82-0290939
      (State or Other Jurisdiction of                 (I.R.S. Employer
       Incorporation or Organization)                Identification No.)

            2100 HIGHWAY 360, SUITE 400-B, GRAND PRAIRIE, TEXAS 75050
                    (Address of Principal Executive Offices)

                                 (972) 641-5494
                (Issuer's Telephone Number, Including Area Code)

         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
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.

         Yes [X]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 10,602,248 shares of Common
Stock, $.001 par value, outstanding as of May 30, 2002.

           Transitional Small Business Disclosure Format (check one):

         Yes [ ]  No [X]


<PAGE>


                          ACHIEVEMENT TEC HOLDING, INC
                                TABLE OF CONTENTS
                                                                         Page
PART I--FINANCIAL INFORMATION

Item 1.  Financial Statements..............................................3
Item 2.  Management's Discussion and Analysis or Plan of Operation........20

PART II--OTHER INFORMATION

Item 1.   Legal Proceedings...............................................22
Item 2.   Changes in Securities...........................................22
Item 3.   Defaults Upon Senior Securities.................................22
Item 4.   Submission of Matter to a Vote of Security Holders..............22
Item 5.   Other Information...............................................22
Item 6.   Exhibits and Reports on Form 8-K................................23

SIGNATURES



                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                          ACHIEVEMENT TEC HOLDINGS, INC
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

                                      INDEX


                                                                     PAGE

Consolidated Balance Sheet                                              4

Consolidated Statement of Operations                                    5

Consolidated Statement of Stockholders' Equity                          6

Consolidated Statement of Cash Flows                                7 - 8

Notes to Consolidated Financial Statements                         9 - 20







                                       3
<PAGE>

<TABLE>
<CAPTION>

                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                                           March 31,       December 31,
                                                                             2002              2001
                                                                         ------------      ------------
<S>                                                                      <C>               <C>
  ASSETS
Current assets
  Cash and cash equivalents                                              $          -      $          -
  Accounts receivable, net of allowance for
   doubtful accounts of $20,351 and $35,469                                    14,328            47,624
  Due from factor                                                                  94               309
                                                                         ------------      ------------
      Total current assets                                                     14,422            47,933

Property and equipment, net of accumulated
 depreciation of $48,201 and $44,659                                           44,682            54,708
Intangible assets, net of accumulated amortization
 of $ 10,534 and $108,273                                                       8,209         1,372,566
Debt issue costs, net of accumulated amortization
 of $32,794 and $21,863                                                        54,656            65,587
Other assets                                                                    2,671             8,333
                                                                         ------------      ------------
      TOTAL ASSETS $                                                     $    124,640      $  1,549,127
                                                                         ============      ============

      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
   Bank overdraft                                                        $     31,052      $     20,031
   Accounts payable and accrued expenses                                      492,502           588,853
   Payroll taxes payable                                                      197,852           140,543
   Convertible notes payable - current                                        150,000         1,587,500
   Notes payable - current                                                    388,625           392,626
                                                                         ------------      ------------
      Total current liabilities                                             1,260,031         2,729,553

Due to officer                                                                 22,555            49,506
Convertible debentures                                                      1,192,949         1,192,949
Convertible notes payable                                                     200,000           250,000
Notes payable                                                                  70,000            70,000
                                                                         ------------      ------------
      Total liabilities                                                     2,745,535         4,292,008
                                                                         ------------      ------------

Commitments and contingencies                                                       -                 -

STOCKHOLDERS' DEFICIENCY
   Preferred stock - $0.001 par value; 10,000,000
    shares authorized; -0- issued and outstanding                                   -                 -
   Common stock - $0.001 par value; 50,000,000 shares
    authorized;10,602,248 and 10,502,248 issued and outstanding                10,602            10,502
   Treasury stock                                                            (610,430)         (587,930)
   Additional paid-in capital                                               3,129,827         3,181,725
   Deferred compensation                                                          (-)          (326,000)
   Accumulated deficit                                                     (5,150,894)       (5,021,178)
                                                                         ------------      ------------
      Total stockholders' deficiency                                       (2,620,895)       (2,742,881)
                                                                         ------------      ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $    124,640      $  1,549,127
                                                                         ============      ============
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


                                       4
<PAGE>


<TABLE>
<CAPTION>

                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                         March 31,         March 31,
                                                           2002              2001
                                                       ------------      ------------
<S>                                                    <C>               <C>
Revenue                                                $    303,086      $    988,167

Cost of revenue                                               4,464            31,827
                                                       ------------      ------------

Gross margin                                                298,622           956,340
                                                       ------------      ------------

Operating expense
  Selling, general and administrative expense               372,208         1,062,819
  Depreciation and amortization expense                       4,278            69,473
  Asset impairment                                                -                 -
                                                       ------------      ------------
                                                            376,486         1,132,292
                                                       ------------      ------------
Loss from operations                                        (77,864)         (175,952)

Interest expense, net                                        51,852            19,900
                                                       ------------      ------------

Loss before provision for income taxes                     (129,716)         (195,852)

Provision for income taxes                                        -                 -
                                                       ------------      ------------

Net loss                                               $   (129,716)     $   (195,852)
                                                       ============      ============

Net loss per common share
    Basic and diluted                                  $       (.01)     $       (.02)
                                                       ============      ============

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


                                       5
<PAGE>

<TABLE>
<CAPTION>

                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                          FOR THE PERIOD MARCH 31, 2002
                                   (UNAUDITED)



                                     Common Stock          Additional                    Deferred      Stockholders'
                                 ---------------------      Paid-in       Treasury     Compensation    Accumulated        Equity
                                   Shares       Amount      Capital        Stock         Expense         Deficit       (Deficiency)
                                 ----------     ------     ----------    ----------    ------------    ------------    ------------

<S>                             <C>           <C>          <C>           <C>            <C>            <C>              <C>
Balance at December 31, 2000     10,014,748     10,014        636,963             -              -         (942,146)       (295,169)

Acquisition of net assets of
 Career Directions                  200,000        200      1,199,800             -              -                -       1,200,000

Acquisition of net assets of
 L & R Moran                         50,000         50         99,950             -              -                -         100,000

Stock options for compensation            -          -        489,000             -              -                -         489,000

Deferred compensation expense             -          -              -             -       (326,000)               -        (326,000)

Career Direction conversion
 of notes payable                   100,000        100         99,900             -              -                -         100,000

Shares reacquired through
 sale of debentures                       -          -              -      (587,930)             -                -        (587,930)

Issuance of stock for
 professional services               75,000         75         93,675             -              -                -          93,750

Beneficial Conversion of
 Debentures                               -          -        500,000             -              -                -         500,000

Personnel Profiles conversion
 of note payable                     62,500         63         62,437             -              -                -          62,500

Net loss                                  -          -              -             -              -       (4,079,032)     (4,079,032)
                                -----------   --------     ----------    ----------     ----------     ------------     -----------


Balance at December 31, 2001     10,502,248   $ 10,502     $3,181,725    $ (587,930)    $ (326,000)    $ (5,021,178)     (2,742,881)
                                ===========   ========     ==========    ==========     ==========     ============     ===========

Career Direction conversion
 of notes payable                   100,000        100         99,900             -              -                -         100,000


Deferred compensation expense             -          -       (326,000)            -        326,000                -               -

Treasury Stock                            -          -        (22,500)            -              -                -         (22,500)

Disposition of Assets                                         174,202                                                       174,202

Net loss                                  -          -              -             -              -         (129,716)      ( 129,716)
                                -----------   --------     ----------    ----------     ----------     ------------     -----------

Balance at March 31, 2002       $10,602,248   $10,6502     $3,129,827    $ (610,430)             -     $ (5,150,894)    $(2,620,895)
                                ===========   ========     ==========    ==========     ==========     ============     ===========
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


                                       6
<PAGE>


<TABLE>
<CAPTION>
                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                            For the Period Ended
                                                                                  March 31,
                                                                         --------------------------
                                                                            2002            2001
                                                                         ----------      ----------
<S>                                                                      <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                                              $ (129,716)     $ (195,743)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization expense                                   4,278           5,822
      Amortization of goodwill                                                    -          60,108
      Bad debt expense                                                            -             560
         Decrease in debt issue costs                                        10,931          11,666

Changes in certain assets and liabilities:
      (Increase) decrease in accounts receivable                             33,512         115,746
      Increase in payroll taxes payable                                      57,309               -
      Decrease (increase) in accounts payable and accrued expenses           10,715         119,628
                                                                         ----------      ----------
Total cash used in operating activities                                     (12,971)        117,787
                                                                         ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Increase in property and equipment                                             -               -
   Increase in intangible assets                                                  -               -
                                                                         ----------      ----------
Total cash used in investing activities                                           -               -
                                                                         ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   (Decrease) increase in bank overdraft                                     11,021         (41,324)
   Proceeds from issuance of debentures                                           -               -
   Repayment of notes payable                                                (4,000)        (12,762)
   Decrease in due to officer                                                 5,950         (19,752)
                                                                              -----         --------
Total cash provided by financing activities                                  12,971         (79,514)
                                                                         ----------      ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                         0          38,273

CASH AND CASH EQUIVALENTS - December 31,                                          0               -
                                                                         ----------      ----------

CASH AND CASH EQUIVALENTS - March  31,                                   $        0      $   38,273
                                                                         ==========      ==========

CASH PAID DURING THE YEAR FOR:
   Interest expense                                                      $        -      $        -
                                                                         ==========      ==========
   Income taxes                                                          $        -      $        -
                                                                         ==========      ==========
</TABLE>

The  accompanying   notes  an  integral  part  of  the  consolidated   financial
statements.


                                       7
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 MARCH 31, 2002




NON CASH FINANCING ACTIVITIES:

     During the year ended  December  31,  2001,  the Company  issued  stock for
     professional services valued at $93,752.

     The Company  acquired all the assets and  liabilities of Career  Direction,
     Inc. on January 1, 2001,  for 200,000  shares of its common stock valued at
     $1,200,000 and the issuance of a $800,000 note payable.

     The Company acquired all the assets and liabilities of Personnel  Profiles,
     Inc. on January 1, 2001, for a $500,000 convertible note payable .

     The Company acquired all the assets and liabilities of L and R Moran,  Inc.
     on January  1,  2001,  for  50,000  shares of its  common  stock  valued at
     $100,000, and $950,000 notes payable.










The  accompanying  notes  are an  integral  part of the  consolidated  financial
statement.


                                       8
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         ---------------------
         The accompanying consolidated financial statements include the accounts
         of Achievement  Tec Holdings,  Inc. (the  "Company")  formerly known as
         Silver Ramona Mining  Company,  a holding  company  organized under the
         laws of the State of Idaho on May 25, 1967.  The  Company,  on February
         28, 2000,  voted to amend its Articles of Incorporation to the State of
         Delaware. Its wholly owned Subsidiaries include:

         1)  Achievement  Tec,  Inc.  ("Achievement  Tec"),  formerly  known  as
             Profile Technologies, Inc. and Communications Institute of America,
             Inc., was incorporated  under the laws of the state of Texas during
             1956; and

         2)  Achievement  Tec  Acquisition  Corporation   ("Acquisition"),   was
             incorporated under the laws of the state of Delaware on November 1,
             2000.

         3)  Personnel Profiles,  Inc.  ("Personnel") was incorporated under the
             laws of the State of Ohio on August 17, 1989.

         4)  Career Direction,  Inc.  ("Career") was incorporated under the laws
             of the State of Texas on April 5, 1989.

         Effective May 9, 2000,  the Company,  Achievement  Tec and  Acquisition
         entered into an Agreement and Plan of Merger, subsequently amended by a
         certain  Addendum to Agreement and Plan of Merger,  dated as of July 1,
         2000,  among the Company,  Achievement Tec and Acquisition (as amended,
         the  "Merger  Agreement"),  whereby  Acquisition  merged  with and into
         Achievement  Tec  pursuant  to the laws of the  State of  Delaware  and
         Texas,  and  Achievement  Tec will be the  surviving  corporation  (the
         "Merger")  (see  Note 2 for  Reorganization).  Pursuant  to the  Merger
         Agreement, the holders of the common and preferred stock of Achievement
         Tec received an  aggregate  of 7,014,448  shares of common stock of the
         Company, representing approximately 70% of the outstanding common stock
         of the Company immediately following such issuance.

         The financial  statement  presented include the accounts of Achievement
         Tec from its  inception  (May 25,  1967)  and that of  Achievement  Tec
         Holdings, Inc. from November 9, 2000.

         All  references  herein  to the  "Company"  included  the  consolidated
         results of Achievement Tec Holdings, Inc. and its subsidiaries.

         All  significant  intercompany  accounts  and  transactions  have  been
         eliminated in consolidation.

         Line of Business
         ----------------
         The Company develops,  markets,  and sells computer software to compare
         an  individual's   mental  aptitudes  and  personality  traits  to  the
         aptitudes  and  traits  (and the  levels  required)  for  success  in a
         particular  job. The Company also conducts job fairs in the  multi-unit
         restaurant  industry across America.  During 2001 and 2000, the Company
         has expanded its product line and converted it for  utilization via the
         internet.  The Company has developed  product lines and business models
         for e-commerce that focus on applicant attraction,  employee selection,
         employee training and development and delivery of online services.  For
         delivery  of  these  product  lines,  the  Company  has  developed  the
         following websites:

            www.virtualhrcenter.com               www.mycareerdirection.com
            -----------------------               -------------------------
            www.positivestep.com                  www.careerdirection.com
            --------------------                  -----------------------


                                       9
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Use of Estimates
         ----------------
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements  and the reported  amounts of revenue
         and expenses during the periods presented.  Actual results could differ
         from those estimates.

         Revenue Recognition
         -------------------
         Revenue from software is recognized upon delivery of the software.  The
         company  sells the  software  as is and does not  offer a  postcontract
         customer  support.  Revenue from job fairs, drug testing and background
         checks  are   recognized  as  earned  based  upon  accrual   method  of
         accounting.

         Cash and Cash Equivalents
         -------------------------
         The Company  considers all highly  liquid  investments  purchased  with
         original maturities of three months or less to be cash equivalents.

         Concentration of Credit Risk
         ----------------------------
         The Company  places its cash in what it  believes  to be  credit-worthy
         financial institutions.  However, cash balances may exceed FDIC insured
         levels at various times during the year.

         Property and Equipment
         ----------------------
         Property  and  equipment  is stated at cost.  Depreciation  is computed
         using the straight-line method based upon the estimated useful lives of
         the various classes of assets.

         The estimated useful lives of the assets are as follows:

              Furniture and fixtures                7 years
              Equipment                             5 years

         Goodwill
         --------
         Goodwill  represents  the  excess  of cost  over the fair  value of net
         assets acquired and is being  amortized on a straight-line  method over
         15 years.  On an ongoing  basis,  management  reviews the valuation and
         amortization  of  goodwill  to  determine  possible   impairment.   The
         recoverability  of  goodwill is  assessed  by  determining  whether the
         amortization  of  goodwill  over its  remaining  life can be  recovered
         through projected undiscounted future cash flows.

         Income Taxes
         ------------
         Income  taxes  are  provided  for  based  on the  liability  method  of
         accounting  pursuant to  Statement of  Financial  Accounting  Standards
         ("SFAS") No. 109,  "Accounting for Income Taxes".  The liability method
         requires the recognition of deferred tax assets and liabilities for the
         expected future tax consequences of temporary  differences  between the
         reported amount of assets and liabilities and their tax basis.

         Advertising Costs
         -----------------
         Advertising  costs are  expensed as incurred  and  included in selling,
         general and  administrative  expenses.  For the period  ended March 31,
         2002 and 2001,  advertising  expense  amounted to $17,128 and  $209,172
         respectively.



                                       10
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Fair Value of Financial Instruments
         -----------------------------------
         The  Company's   financial   instruments   consist  of  cash,  accounts
         receivable,  inventory,  accounts  payable  and accrued  expenses,  and
         long-term debt. The carrying amounts of cash,  accounts  receivable and
         accounts payable and accrued expenses approximate fair value due to the
         highly liquid nature of these short-term instruments. The fair value of
         long-term borrowings was determined based upon interest rates currently
         available to the Company for borrowings  with similar  terms.  The fair
         value of long-term  borrowings  approximates the carrying amounts as of
         March 31, 20012.

         Long-Lived Assets
         -----------------
         Long-lived  assets  are  reviewed  for  impairment  whenever  events or
         changes in circumstances  indicate that the related carrying amount may
         not be recoverable.  Recovery of assets to be held and used is measured
         by a comparison of the carrying  amount of the assets to the future net
         cash flows  expected to be generated  by the asset.  If such assets are
         considered to be impaired,  the impairment to be recognized is measured
         by the amount by which the  carrying  amount of the assets  exceeds the
         fair value of the assets.  Assets to be disposed of are reported at the
         lower of the carrying amount or fair value less the cost to sell.

         Offering Costs
         --------------
         Offering costs consist primarily of professional  fees. These costs are
         charged against the proceeds of the sale of common stock in the periods
         in which they occur.

         Debt Issue Costs
         ----------------
         Debt  issue  costs  represent  various  commissions,  legal  and  other
         expenses associated with the issuance of the secured debentures.  These
         cost are being amortized on a straight-line method over the term of the
         debenture.

         Copyrights
         ----------
         Copyright costs acquired are being amortized on a straight-line  method
         over three years.

         Stock-Based Compensation
         ------------------------
         SFAS No. 123,  "Accounting for Stock-Based  Compensation",  encourages,
         but  does  not  require  companies  to  record  compensation  cost  for
         stock-based employee  compensation plans at fair value. The Company has
         chosen to account  for  stock-based  compensation  using the  intrinsic
         value method prescribed in Accounting  Principles Board Opinion No. 25,
         "Accounting    for   Stock   Issued   to   Employees",    and   related
         Interpretations.  Accordingly,  compensation  cost for stock options is
         measured  as the  excess,  if any,  of the quoted  market  price of the
         Company's  stock at the date of the grant over the  amount an  employee
         must pay to acquire the stock.

         Loss Per Share
         --------------
         SFAS No. 128, "Earnings Per Share" requires  presentation of basic loss
         per share ("Basic LPS") and diluted loss per share ("Diluted LPS").

         The  computation  of basic loss per share is computed by dividing  loss
         available  to common  stockholders  by the weighted  average  number of
         outstanding  common  shares  during the period.  Diluted loss per share
         gives effect to all dilutive potential common shares outstanding during
         the period.  The computation of diluted LPS does not assume conversion,
         exercise  or  contingent  exercise  of  securities  that  would have an
         anti-dilutive effect on losses.

         The shares used in the computation of loss per share, are as follows:

                                                   March 31,
                                            ------------------------
                                               2002          2001
                                            ----------    ----------
         Basic and diluted                  10,602,000    10,265,000
                                            ==========    ==========




                                       11
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Comprehensive Income
         --------------------
         SFAS No. 130, "Reporting  Comprehensive  Income" establishes  standards
         for  the  reporting  and  display  of  comprehensive   income  and  its
         components  in the  financial  statements.  As of  March  31,  2002 the
         Company  has  no  items  that  represent   comprehensive   income  and,
         therefore,  has not included a schedule of comprehensive  income in the
         financial statements.

         Recent Accounting Pronouncements
         --------------------------------
         In June 2001, SFAS No. 141, "Business Combinations",  and SFAS No. 142,
         "Goodwill and Other Intangible  Assets," were issued. SFAS 141 requires
         that  all  business  combinations  initiated  after  June  30,  2001 be
         accounted  for  using  the  purchase  method  of  accounting,  and that
         identifiable  intangible  assets acquired in a business  combination be
         recognized  as an asset  apart  from  goodwill,  if they  meet  certain
         criteria.  The  impact  of the  adoption  of SFAS  141 on our  reported
         operating results,  financial position and existing financial statement
         disclosure is not expected to be material.

         SFAS 142  applies to all  goodwill  and  identified  intangible  assets
         acquired  in a  business  combination.  Under  the  new  standard,  all
         goodwill  and  indefinite-lived   intangible  assets,   including  that
         acquired  before  initial  application  of the  standard,  will  not be
         amortized but will be tested for impairment at least annually.  The new
         standard is effective  for fiscal years  beginning  after  December 15,
         2001.  Adoption of SFAS 142 effective  January 1, 2002,  will result in
         the elimination of  approximately  $231,860 of annual  amortization was
         recorded during the year ended December 31, 2001.

         In  July  2001,  SFAS  No.  143,   "Accounting  for  Asset   Retirement
         Obligations" was issued,  which requires the recognition of a liability
         for an  asset  retirement  obligation  in the  period  in  which  it is
         incurred. When the liability is initially recorded, the carrying amount
         of the related  long-lived  asset is  correspondingly  increased.  Over
         time,  the  liability is accreted to its present  value and the related
         capitalized  charge is  depreciated  over the useful life of the asset.
         SFAS 143 is effective for fiscal years  beginning  after June 15, 2002.
         The  impact  of the  adoption  of SFAS  143 on the  Company's  reported
         operating results,  financial position and existing financial statement
         disclosure is not expected to be material.

         In  August  2001,  SFAS No.  144,  "Accounting  for the  Impairment  or
         Disposal of Long-Lived  Assets," was issued.  This statement  addresses
         the financial  accounting  and reporting for the impairment or disposal
         of long-lived  assets and broadens the definition of what constitutes a
         discontinued  operation and how results of a discontinued operation are
         to be measured and presented.  The provisions of SFAS 144 are effective
         for  financial  statements  issued for  fiscal  years  beginning  after
         December  15,  2001.  The  impact  of the  adoption  of SFAS 144 on our
         reported operating  results,  financial position and existing financial
         statement disclosure is not expected to be material.


                                       12
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 2 - DUE FROM FACTOR

         Puruant to the terms of a factoring  agreement  the  company  assigns a
         substantial  portion of its accounts receivable on a non-recourse basis
         up to a maximum  established by the factor.  Receivables sold in excess
         of these  limitations  are  subject to  recourse.  The  factor  charges
         commissions  as a percentage  of  receivables  assigned.  The factoring
         agreement was terminated on March 22, 2002.

         The balance due from factor at March 31, 2001  consists of  receivables
         of approximately  $94,000 and advances of  approximately  $93,900 for a
         net balance due from factor of approximately $100.

         The accounts  receivable and  substantially all of the company's assets
         are pledged as collateral security to the factor.


NOTE 3 - RELATED PARTY TRANSACTIONS

         As of March  31,  2002 and  2001,  the  Company  has a  payable  due to
         officers  totaling  $22,555 and $47,951,  respectively.  These  amounts
         represent  advances made to the Company by its Chief Executive  Officer
         ("CEO")  and Paul  Nolan for  various  expenses.  These  advances  bear
         interest at the rate of 8% per annum,  with  interest  only  payable in
         monthly installments until January 1, 2004, at which time the remaining
         unpaid principal and interest shall be due in full.


NOTE 4 - INTANGIBLES

         Intangible assets consist of the following:

                                                   March  31,      December 31,
                                                      2002            2001
                                                  -----------      -----------
         Goodwill                                 $         0      $ 1,462,096
         Copyrights                                    18,743           18,743
                                                  -----------      -----------
                                                       18,743        1,480,839
         Less:  accumulated amortization               10,534          108,273
                                                  -----------      -----------
                                                  $     8,209      $ 1,372,566


NOTE 5 - ACQUISITIONS

         During 2001, the Company acquired two  subsidiaries:  Career Direction,
         Inc., Personnel Profiles,  Inc., and purchased substantially all assets
         of L and R  Moran,  Inc.  These  acquisitions  have  been  recorded  as
         purchases.

   a)    Career Direction, Inc.
         ----------------------
         As of  January 1, 2001,  the  Company  and Joe Loyd and Karen Loyd (the
         "Career Direction  Sellers") entered into a Purchase and Sale Agreement
         (the  "Career  Direction  Agreement"),  whereby the  Company  agreed to
         purchase all the outstanding capital stock of Career Direction, Inc., a
         Texas  corporation  ("Career  Direction")  from  the  Career  Direction
         Sellers.

         Pursuant  to the  Career  Direction  Agreement,  the  Career  Direction
         Sellers will  receive,  in exchange for all the capital stock of Career
         Direction, the following:



                                       13
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 5 - ACQUISITIONS (Continued)

   i)    50,000  shares of common  stock of the Company.  The 50,000  shares are
         convertible at the option of the Career Direction  Sellers into $50,000
         cash upon successful  completion by the Company of a private  placement
         offering of its common stock in the amount of  $2,000,000  on or before
         July 1, 2001. In addition,  the Career Direction  Sellers may, at their
         option,  require the Company to redeem the 50,000  shares into  $50,000
         cash in July,  2001,  unless the value of the Company's common stock is
         $1.00 or more on such date.

   ii)   An additional  950,000 shares of common stock of the Company,  of which
         150,000  shares will be issued at closing,  and the  remainder  will be
         issued at the rate of 50,000  shares per quarter for 16  quarters.  The
         initial  150,000  shares  are  convertible  to  cash in the  amount  of
         $150,000, at the election of the Career Direction Sellers, in the event
         the Company conducts a primary or secondary  offering of its stock that
         generates proceeds at least in that amount. Each quarterly  installment
         of 50,000 shares is  convertible  to cash in the amount of $50,000,  at
         the election of the Career Direction  Sellers,  in the event the market
         value of the  Company's  common  stock falls below $1.00 per share when
         the  installment  is due.  These  contingent  cash  obligations  of the
         Company of $950,000 are secured  pursuant to a  convertible  promissory
         note,  which is payable with interest on the earlier to occur of (a) 16
         calendar  quarters after the successful  completion by the Company of a
         private  placement  offering  of its  common  stock  in the  amount  of
         $5,000,000  that  closes  on or  before  July  1,  2001  (a  "Qualified
         Financing"),  or (b)  December  21, 2004.  Upon the  consummation  of a
         Qualified  Financing,  the unpaid principal and accrued interest on the
         promissory note may, at the holder's  option,  be converted into shares
         of Company  common stock at the  beginning of any of the  subsequent 16
         calendar quarters and in amounts equal to the outstanding principal and
         unpaid accrued interest then due thereunder divided by $1.00.

   a)    Career Direction, Inc. (continued)
         ---------------------------------

         As a condition to the consummation of the transactions  contemplated by
         the Career Direction Agreement, the Company is also required to execute
         a  three-year  employment  agreement by and between Joe Loyd and Career
         Direction,  providing  for Joe  Loyd to serve as  President  of  Career
         Direction at an annual compensation of $175,000;

   (i)   a three year employment  agreement by and between Karen Loyd and Career
         Direction, providing for annual compensation of $125,000;

   (ii)  a stock option in favor of Joe Loyd for the purchase of 100,000  shares
         of  Company  common  stock,  exercisable  for a period of five years at
         $1.00 per share for 30,000 shares at the end of the first calendar year
         of service  with the  Company,  35,000  shares at the end of the second
         calendar year of service with the Company, and 35,000 shares at the end
         of the third calendar year of service with the Company;

   (iii) a stock  option  in favor of Karen  Loyd for the  purchase  of  100,000
         shares of Company common stock,  exercisable for a period of five years
         at $1.00 per share for 30,000  shares at the end of the first  calendar
         year of  service  with the  Company,  35,000  shares  at the end of the
         second calendar year of service with the Company,  and 35,000 shares at
         the end of the third calendar year of service with the Company.

         Joe Loyd will  serve as a  director  of the  Company,  in  addition  to
         serving as President of Career Direction.

         Total  consideration   assigned  to  the  stock  and  notes  issued  is
         $2,000,000 based on the fair value of common shares to be issued.




                                       14
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 5 - ACQUISITIONS (Continued)

   b)    Personnel Profiles, Inc.
         ------------------------

         During 2001, the Company and Paul Nolan,  Jr.,  Trustee of a Charitable
         Remainder  Trust (the  "Personnel  Profiles  Seller"),  entered  into a
         Purchase  and Sale  Agreement  (the  "Personnel  Profiles  Agreement"),
         whereby the  Company  agreed to purchase  all the  outstanding  capital
         stock of Personnel  Profiles,  Inc.,  an Ohio  corporation  ("Personnel
         Profiles") from the Personnel Profiles Seller.

         Pursuant to the Personnel  Profiles  Agreement,  the Personnel Profiles
         Seller will receive, in exchange for all the capital stock of Personnel
         Profiles,  $500,000,  payable at the rate of $62,500 at the end of each
         calendar  quarter  beginning  March 31, 2001 and continuing  thereafter
         until paid in full on March 31, 2002. Upon the successful completion by
         the Company of a private placement  offering of its common stock in the
         amount  of at least  $1,000,000,  the  Personnel  Profiles  Seller  may
         require  prepayment  of the purchase  price at the rate of $125,000 for
         each $1,000,000  raised. At the Personnel  Profiles Seller's  election,
         any  $62,500  payment may instead be  converted  into 62,500  shares of
         Company common stock.

         As a condition to the consummation of the transactions  contemplated by
         the  Personnel  Profiles  Agreement,  the  Company is also  required to
         execute:

   (i)   A three  year  employment  agreement  by and  between  Paul  Nolan  and
         Personnel  Profiles  providing  for Paul Nolan to serve as President of
         Personnel Profiles at an annual compensation of $150,000.

   (ii)  a stock  option in favor of Paul  Nolan  for the  purchase  of  100,000
         shares of Company common stock,  exercisable for a period of five years
         at $1.00 per share for 30,000  shares at the end of the first  calendar
         year of  service  with the  Company,  35,000  shares  at the end of the
         second calendar year of service with the Company,  and 35,000 shares at
         the end of the third calendar year of service with the Company.

         Paul Nolan will serve as a director  of the  Company,  in  addition  to
         serving as President of Personnel Profiles.

   c)    L and R Moran, Inc.
         -------------------

         During 2001, the Company,  and L and R Moran, Inc., a Texas corporation
         ("L and R Moran")  entered into a Purchase and Sale  Agreement  (the "L
         and R  Moran  Agreement"),  whereby  the  Company  agreed  to  purchase
         substantially all the assets of L and R Moran.

         Pursuant to the L and R Moran Agreement, L and R Moran will receive, in
         exchange for substantially all its assets, the following:

   (i)   50,000  shares of common  stock of the Company.  The 50,000  shares are
         convertible  at the  option  of L and R Moran  into  $50,000  cash upon
         successful completion by the Company of a private placement offering of
         its common stock in the amount of $2,000,000 on or before July 1, 2001.
         In addition,  L and R Moran may, at its option,  require the Company to
         redeem the 50,000  shares into  $50,000  cash in July 2001,  unless the
         value of the Company's common stock is $1.00 or more on such date.

   (ii)  $950,000,  payable  out of  the  proceeds  of a  primary  or  secondary
         offering of stock at $1.00 per share.

         As a condition to the consummation of the transactions  contemplated by
         the L and R Moran Agreement, the Company is also required to execute:

   (iii) a three year management agreement by and between L.D. Moran and L and R
         Moran,  providing  for L.D.  Moran to serve as  manager  of the  assets
         acquired from L and R Moran for an annual compensation of $97,500;



                                       15
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 5 - ACQUISITIONS (Continued)

   (iv)  a stock  option in favor of L.D.  Moran  for the  purchase  of  100,000
         shares of Company common stock,  exercisable for a period of five years
         at $1.00 per share for 30,000  shares at the end of the first  calendar
         year of  service  with the  Company,  35,000  shares  at the end of the
         second calendar year of service with the Company,  and 35,000 shares at
         the end of the third calendar year of service with the Company; and

   d)    L and R Moran, Inc. (continued)
         -------------------------------

   (v)   a stock  option in favor of Royce  Moran for the  purchase  of  100,000
         shares of Company common stock,  exercisable for a period of five years
         at $1.00 per share for 30,000  shares at the end of the first  calendar
         year of  service  with the  Company,  35,000  shares  at the end of the
         second calendar year of service with the Company,  and 35,000 shares at
         the end of the third calendar year of service with the Company.

         L.D.  Moran will serve as a director  of the  Company,  in  addition to
         serving as manager of the assets acquired from L and R Moran.

         The purchase  price for the above  acquisitions  has been  allocated as
         follows:
<TABLE>
<CAPTION>
                                                                 Career         Personal           L and D
                                                                Direction       Profiles            Moran
                                                                  Inc.            Inc.              Inc.
                                                             -------------    ------------     ------------
<S>                                                          <C>              <C>              <C>
         Cash                                                $     12,649     $          -     $      9,670
         Accounts receivable                                       93,526           46,900           98,271
         Other assets                                                   -              317            1,948
         Goodwill                                               2,007,133          501,951          960,685
         Accounts payable and other current liabilities          (113,308)         (49,168)         (20,574)
                                                             ------------     ------------     ------------
                                                             $  2,000,000     $    500,000     $  1,050,000
                                                             ============     ============     ============
</TABLE>
         Total goodwill recorded in 2001 was $3,469,769.

         As of  January 1,  2002,  the  Company  and L+R  Moran,  Inc.,  a Texas
         corporation ("L+R Moran") entered into a Rescission,  Final Release and
         Settlement  Agreement,  (the "L+R  Rescission  Agreement")  whereby the
         Company and L+R Moran agreed to rescind the Purchase and Sale Agreement
         as described in above thereby  releasing the Company and L+R Moran from
         any and all  obligations  incurred  by each  party as a  result  of the
         agreement.

         Pursuant  to  the  L+R  Rescission  Agreement,   each  of  the  parties
         acknowledges  that the Purchase  and Sale  Agreement  dated  January 1,
         2001, is terminated along with all related agreements or instruments in
         all respects and this  specifically  includes  contracts of employment,
         stock  options and bills of sale.  Each party  agrees to hold the other
         party harmless, including officers, directors, shareholders, agents and
         assigns,  from any and all  liability  arising from the  Agreement  and
         Purchase of Sale Agreement dated January 1, 2001. Further,  the Company
         agrees  to  defend,  indemnify  and hold  harmless  L+R  Moran  and its
         successors and assigns from, against and in respect of any and all loss
         or damage,  including attorneys and accounting fees, resulting from the
         operation of Company  from the date of execution of the L+R  Rescission
         Agreement.

         As of January 1, 2002,  the Company and Paul Nolan,  Jr.,  Trustee of a
         Charitable  Remainder Trust ("Nolan") entered into a Rescission,  Final
         Release and Settlement  Agreement (the  "Personnel  Profile  Rescission
         Agreement"),  whereby  the  Company  and Nolan  agreed to  rescind  the
         Purchase and Sale Agreement as described in Note 6 between the parties,
         thereby  releasing  the Company and Nolan from any and all  obligations
         incurred by each party as a result of the Agreement.



                                       16
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 5 - ACQUISITIONS (Continued)

         Pursuant to the Personnel  Profile  Rescission  Agreement,  each of the
         parties acknowledges that the Purchase and Sale Agreement dated January
         1, 2001 is terminated along with all related  agreements or instruments
         in all respects and this specifically includes contracts of employment,
         stock  options and bills of sale.  Each party  agrees to hold the other
         party harmless, including officers, directors, shareholders, agents and
         assigns,  from any and all  liability  arising from the  Agreement  and
         Purchase of Sale Agreement dated January 1, 2001. Further,  the Company
         agrees to defend,  indemnify and hold harmless Nolan and its successors
         and assigns from, against and in respect of any and all loss or damage,
         including  attorneys and accounting fees,  resulting from the operation
         of Company  from the date of  execution  of the Release and  Settlement
         Agreement.


NOTE 6 - PROPERTY AND EQUIPMENT

         Property and equipment is summarized as follows:

                                                  March 31,      December 31,
                                                    2002            2001
                                                 ----------      -----------
         Machinery and Equipment                 $   78,617      $   87,107
         Furniture and Fixtures                      14,266          12,260
                                                 ----------      ----------
                                                     92,883          99,367
         Less:  Accumulated Depreciation            (48,201)        (44,659)
                                                 ----------      ----------
         Property and Equipment, net             $   44,682      $   54,708
                                                 ==========      ==========

         Depreciation expense for the period ended March 31, 2002 was $3,542.


NOTE 7 - NOTES PAYABLE

         Notes payable consisted of the following:
<TABLE>
<CAPTION>
                                                                 March 31,        December 31,
                                                                   2002              2001
                                                                -----------       -----------
<S>                                                             <C>               <C>
         a)   First Savings Bank - Interest rate 8.4% -
                Due on March 25, 2003                           $   109,932       $   109,932

         b)    Joe & Karen Loyd                                     206,000           210,000

              Various Notes Payable - Interest rate 8% -
                Due at various dates to 2002                        142,693           144,299
                                                                -----------       -----------
                                                                    458,625           462,626
              Less:  Current Portion                               (388,625)         (392,626)
                                                                -----------       -----------
              Long-Term Portion                                 $    70,000       $    70,000
                                                                ===========       ===========
</TABLE>

   a)    On March 25, 2000, the Company  refinanced its $109,932 loan with First
         Savings Bank. The loan amount remained $109,932 with interest at a rate
         of 8.4% per annum due on March 25,  2001.  Interest  only is payable on
         April  25,  2000 and then on the  25th  day of each  month  thereafter.
         During  March 2001,  the Company  refinanced  the loan again.  The loan
         amount remained  $109,932 with interest at a rate of 8.4% per annum due
         on March 25,  2002.  Interest  only is  payable on the 25th day of each
         month.




                                       17
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 7 - NOTES PAYABLE (Continued)

   a)    Note payable to former  employees in the amount of $250,000  payable in
         25 monthly equal installments of $10,000 without interest. At March 31,
         2001, the company was in default of this note.


NOTE 8 - CONVERTIBLE NOTES PAYABLE

         Convertible notes payable consist of the following at March 31, 2001:

                a)     Selling of Career Direction, Inc.          $  350,000
                b)     Selling of Personnel Profiles, Inc.                 -
                c)     Selling of L & R Moran, Inc.                        -
                                                                      ------
                                                                     350,000
                       Less:  Current Portion                        150,000
                                                                   ---------
                       Long-Term Portion                          $  200,000
                                                                  ==========

   a)    On January 1, 2001, the Company  acquired  Career  Direction,  Inc. for
         1,000,000  shares of common stock. At the election of Career  Direction
         Sellers,  50,000  shares are  convertible  into  $50,000  cash upon the
         successful completion by the Company of a primary or secondary offering
         of its stock  that  generates  proceeds  of at least  $2,000,000  on or
         before July 1, 2001. In addition,  the Career Direction Sellers may, at
         their option, require the Company to redeem the 50,000 shares into cash
         in July 1, 2001,  unless  the value of the  Company's  common  stock is
         $1.00 or more on such  date.  An  additional  950,000  shares of common
         stock of the Company,  of which  150,000  shares was issued at closing,
         with the  remainder  to be  issued  at the rate of  50,000  shares  per
         quarter for 16 quarters.  The initial 150,000 shares are convertible to
         cash  in the  amount  of  $150,000,  at  the  election  of  the  Career
         Direction,  in the event the  Company  conducts a primary or  secondary
         offering of its stock that generates  proceeds at least in that amount.
         Each  quarterly  installment of 50,000 shares is convertible to cash in
         the amount of $50,000, at the election of the Career Direction,  in the
         event the market value of the Company's  common stock falls below $1.00
         per  share  when  the   installment  is  due.  These   contingent  cash
         obligations  of the  Company  are  secured  pursuant  to a  convertible
         promissory note.

         On July 19, 2001, Career Direction, Inc and the Company entered into an
         agreement to modify and terminate certain agreements previously entered
         into between Career  Direction  Sellers and the Company.  The number of
         remaining  shares of the Company common stock to be issued  pursuant to
         the Purchase  and Sale  Agreement  was reduced  from 750,000  shares to
         500,000  shares,  issuable at the rate of 50,000 shares per quarter for
         ten quarters,  beginning on November 1, 2001. Achievement Tec agreed to
         pay the Career Direction Sellers $250,000 (see Note 8).

   b)    The  Company  acquired   Personnel   Profiles,   Inc.  for  a  $500,000
         convertible note payable at a convertible rate of $62,500 at the end of
         each calendar  quarter  beginning  March 31, 2001,  upon the successful
         completion by the Company of a private placement offering of its common
         stock in the  amount of at least  $1,000,000.  the  Personnel  Profiles
         Seller may  require  prepayment  of the  purchase  price at the rate of
         $125,000 for each $1,000,000 raised. At the Personnel Profiles Seller's
         election,  any $62,500  payment may  instead be  converted  into 62,500
         shares of Company common stock.

         As of January 1, 2002,  the Company and Paul Nolan,  Jr.,  Trustee of a
         Charitable  Remainder Trust ("Nolan") entered into a Rescission,  Final
         Release and Settlement  Agreement (the  "Personnel  Profile  Rescission
         Agreement"),  whereby  the  Company  and Nolan  agreed to  rescind  the
         Purchase and Sale Agreement as described in Note 6 between the parties,
         thereby  releasing  the Company and Nolan from any and all  obligations
         incurred by each party as a result of the agreement.



                                       18
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



NOTE 8 - CONVERTIBLE NOTES PAYABLE (Continued)

   c)    The Company  acquired L and R Moran,  Inc., for 50,000 shares of common
         stock and  $950,000  notes  payable  out of the  proceeds of primary or
         secondary  offering of stock at $1.00 per share.  The 50,000 shares are
         convertible  at  the  option  of  L+R  Moran  into  $50,000  cash  upon
         successful completion by the Company of a private placement offering of
         its common stock in the amount of $2,000,000 on or before July 1, 2001.
         In  addition,  L+R Moran may,  at its  option,  require  the Company to
         redeem the 50,000 shares into $50,000 cash in July1,  2001,  unless the
         value of the Company's common stock is $1.00 or more on such date.

   d)    As of  January 1,  2002,  the  Company  and L+R  Moran,  Inc.,  a Texas
         corporation ("L+R Moran") entered into a Rescission,  Final Release and
         Settlement  Agreement,  (the "L+R  Rescission  Agreement")  whereby the
         Company and L+R Moran agreed to rescind the Purchase and Sale Agreement
         as described in Note 6 thereby releasing the Company and L+R Moran from
         any and all  obligations  incurred  by each  party as a  result  of the
         agreement


NOTE 9 - CONVERTIBLE DEBENTURES

         The Company has entered into a Secured  Convertible  Debenture Purchase
         and  Exchange  Agreement  dated as of June 29,  2001,  by and among the
         Company and AJW Partners,  LLC and New Millennium  Capital Partners II,
         LLC. Pursuant to the Purchase Agreement, the Purchasers agreed, subject
         to the terms and  conditions  of the Purchase  Agreement to purchase an
         aggregate  principal  amount  of  $1,192,949.09  of the  Company's  10%
         Secured Convertible  Debentures,  due twenty-four months from issuance.
         The  Debentures  are  convertible  into shares of the Company's  common
         stock (the "Common Stock").  As  consideration  for the purchase of the
         Debentures,   the  Purchasers   (i)  paid   $500,000;   (ii)  exchanged
         convertible  debentures of the Company in the  aggregate  principal and
         accrued  interest  amount of $105,019.18;  and (iii) exchanged  586,375
         shares of Common Stock.

         The  holder  may  at  any  time  convert  all  or  any  portion  of the
         outstanding balance of the Note,  including at its option,  accrued but
         unpaid interest thereon, into shares of the Company's common stock. The
         conversion  price  shall be the lower of (i) $0.85 per share,  adjusted
         for stock splits and reverse stock splits,  and (ii) 60% of the average
         of the lowest three  inter-day  trading prices of the Company's  common
         stock  during the twenty  days  immediately  preceding  the  applicable
         conversion date. The Company has recorded a financing cost attributable
         to the beneficial  conversion  feature in the amount of $500,000.  This
         amount has been charged to interest expense.


NOTE 10 - STOCK OPTION PLAN

         On January 1, 2001, the Company adopted the 2001 Stock Option Plan (the
         "Plan"),  initially  reserving an  aggregate  of 800,000  shares of the
         Company's common stock (the "Available  Shares") for issuance  pursuant
         to the exercise of stock  options  ("Options")  which may be granted to
         employees,  officers,  and directors of the company and  consultants to
         the Company.  500,000 Options have been granted as of December 31, 2001
         from the 2001 Stock Option Plan. The options expire January 1, 2006.

         In July of 2001,  the  Company  canceled  certain  outstanding  options
         pursuant to an  agreement  to  terminate  certain  employees.  Deferred
         compensation  expense  related  to the  options  had  been  reduced  by
         $326,000.



                                       19
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002


         As of January 1, 2002,  the  Company,  Paul  Nolan,  Jr.,  Trustee of a
         Charitable Remainder Trust ("Nolan") and L+R Moran, Inc. entered into a
         Rescission,  Final Release and  Settlement  Agreement  (the  "Personnel
         Profile Rescission  Agreement") and (the "L+R Rescission  Agreement") ,
         whereby the Company agreed to rescind the Purchase and Sale  Agreements
         as  described  in Note 5 between the  parties,  thereby  canceling  all
         outstanding options as of March 31, 2002.


NOTE 11 - COMMITMENTS AND CONTINGENCIES

         The Company  leases  office  space in Dallas,  Texas under an operating
         lease expiring July 31, 2004.  Minimum monthly payments under the lease
         total $6,750.

         The Company entered into an operating lease expiring  February  28,2002
         for  office  space  located  in New  York,  New York.  Minimum  monthly
         payments under the lease total $1,450.

         Career  Direction leased office space under an operating lease expiring
         January  31,  2003.  Minimum  monthly  payments  under the lease  total
         $1,745.

         L&R Moran leased office space under an operating lease expiring May 31,
         2003. Minimum monthly payments under the lease total $3,297.

         Rent expense under operating leases for the period ended March 31, 2002
         was approximately $ 37,588.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


 DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 -----------------------------------------------------------

The following discussion of the financial condition and results of operations of
Achievement  Tec,  Inc.  should  be read in  conjunction  with the  Management's
Discussion  and Analysis or Plan of Operation  (including  Risk Factors That May
Affect  Results of Operations  and  Financial  Condition)  and the  Consolidated
Financial  Statements  and the Notes thereto  included in the  Company's  Annual
Report on Form  10-KSB for the year ended  December  31,  2001.  This  quarterly
report on Form 10-QSB contains forward-looking  statements within the meaning of
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").


                                       20
<PAGE>


 FORWARD-LOOKING STATEMENTS
 --------------------------

Certain statements in this report, including statements of Achievement Tec's and
management's  expectations,  intentions,  plans  and  beliefs,  including  those
contained  in or implied by  "Management's  Discussion  and  Analysis or Plan of
Operation" and the Notes to Condensed  Consolidated  Financial  Statements,  are
"forward-looking statements",  within the meaning of Section 21E of the Exchange
Act,  that are subject to certain  events,  risk and  uncertainties  that may be
outside  Achievement Tec's control.  These  forward-looking  statements  include
statements of  management's  plans and  objectives  for  Achievement  Tec future
operations and statements of future economic performance,  information regarding
our expansion and possible  results from  expansion,  our expected  growth,  our
capital budget and future capital  requirements,  the  availability of funds and
our ability to meet future  capital needs,  the  realization of our deferred tax
assets,   and  the  assumptions   described  in  this  report   underlying  such
forward-looking  statements.   Actual  results  and  developments  could  differ
materially from those expressed in or implied by such statements due to a number
of factors,  including,  without  limitation,  those described in the context of
such forward-looking  statements,  our expansion and acquisition  strategy,  our
ability  to  achieve   operating   efficiencies,   our   dependence  on  network
infrastructure,  capacity,  telecommunications  carriers  and  other  suppliers,
industry pricing and technology trends,  evolving industry  standards,  domestic
and international  regulatory matters, general economic and business conditions,
the strength and financial resources of our competitors, our ability to find and
retain skilled personnel, the political and economic climate in which we conduct
operations  and the  risk  factors  described  from  time  to time in our  other
documents and reports filed with the  Securities  and Exchange  Commission  (the
Commission").


 OVERALL OPERATIONS
 ------------------

The first  quarter  of 2002 saw the  Company  reach an  agreement  to dispose of
Personnel Profiles, Inc., which operated as the wholesale independent consultant
operation of the Company. Additionally the Company disposed of all of the assets
of L&R Moran, Inc, which operated the background  verification  operation of the
Company.  These two  operations  failed to meet  management's  requirements  for
profitability, and were subsequently spun off effective January 1, 2002

Management  continued the cost reduction  measures  implemented in the third and
fourth  quarters of 2001 to return the Company to  profitability.  These efforts
resulted reduced operating expenses in the first quarter of 2002.


 RESULTS OF OPERATIONS
 ---------------------

For the quarter ended March 31, 2002, the Company  recorded an operating loss of
$77,865. The net loss for the period of $ 129,716 or .01 per share


 TOTAL REVENUE
 -------------

Total  revenue for the quarter  ending March 31, 2002 was  $303,086  compared to
$988,167 for the quarter  ending March 31, 2001.  The decrease can be attributed
to the sale of  Personnel  Profiles and L&R Moran and the slowing  economy.  The
first quarter continued the trend of dramatic  downsizing as companies continued
to layoff workers in record numbers. In such a labor market,  companies are less
willing to allocate funds to employment solutions.  Thus, the Company's revenues
continued to decline in the first quarter.


 SELLING, GENERAL AND ADMINSTRATIVE EXPENSES
 -------------------------------------------

Selling,  General and  Administrative  expenses for the quarter ending March 31,
2002 totaled $ 372,208  compared to  $1,062,819.  This decrease is attributed to
sale of Personnel  Profiles and L&R Moran and to reduce payroll cost and general
cost savings by the company implemented in the last six months of 2001.


 EXTRAORDINARY ITEMS
 -------------------

This Item is not applicable to the Company


 LIQUIDITY AND CAPITAL RESOURCES
 -------------------------------

The Company's cash and cash equivalents as of March 31, 2002 was $0.


 OTHER EVENTS
 ------------

This Item is not applicable to the Company.


                                       21
<PAGE>

 SUBSEQUENT EVENTS
 -----------------

This Item is not applicable to the Company.


PART II
OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Point Group vs.  Career  Direction,  Inc.  Cause No.  01-02421-G in District
Court,  Dallas County,  Texas. This is a case against Career Direction,  Inc., a
Texas  corporation  which  is  a  wholly-owned  subsidiary  of  Achievement  Tec
Holdings,  Inc. The case involves  disputed claims over  advertising  charges in
various  newspapers  around the  country for career  fairs.  The Point Group has
recovered an interlocutory  summary judgment for undisputed amount of $81,000.00
against Career Direction, Inc., but the case has not proceeded to trial judgment
at the present time.

Joe Loyd and Karen Loyd vs. Career Direction, Inc., and Achievement Tec, Inc. in
the District Court of Denton County,  Texas, 395rd Judicial District,  Cause No.
2002-60052-393.  Joe Loyd and Karen Loyd are former  employees  and  officers of
Career  Direction,  Inc.  At the  present  time,  they have a suit  pending  for
declaratory  judgment,  which,  if entered,  would permit them to compete in the
career fair  business  which was their  former  profession.  They are  presently
contractually bound by a covenant not to compete and a confidentiality agreement
which would prevent them from entering a competing  business.  It is anticipated
that they make a claim against Career  Direction,  Inc., for money damages,  but
this amount is unknown at the present time, particularly since Career Direction,
Inc., and Achievement Tec, Inc., has counterclaims against the Loyd's which will
be filed in the pending suit.


ITEM 2.  CHANGES IN SECURITIES

         This Item is not applicable to the Company.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         This Item is not applicable to the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         This Item is not applicable to the Company.


ITEM 5.  OTHER INFORMATION

         This Item is not applicable to the Company.




                                       22
<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

Silver Ramona Mining, Inc. 10% Secured Convertible Debenture Due August 13, 2003
in the principal sum of $125,000,  issued to New Millennium Capital Partners II,
LLC. Silver Ramona Mining, Inc. 10% Secured Convertible Debenture Due August 13,
2003 in the principal sum of $125,000, issued to AJW Partners, LLC.

         (b)      Reports on Form 8-K

During the quarter  ended  September  30, 2001,  the Company filed the following
reports on Form 8-K:

Registrant  filed a Form  8-K on April  9,  2001,  listing  Item 4  (Changes  in
Registrant's  Certifying  Accountant)  in  connection  with the  dismissal of HJ
Associates,  LLC as the  Company's  principal  independent  accountant,  and the
engagement  of  Merdinger,  Fruchter,  Rosen  &  Corso,  P.C.  as the  Company's
principal  independent  accountant  for the fiscal year ended December 31, 2000.
The Form 8-K was  amended on May 14,  2001 to  include as an exhibit  the letter
from HJ & Associates,  LLC, addressed to the Securities and Exchange Commission,
in accordance with Item 304(a)(3) of Regulation SKB.

Registrant  filed  an  amended  Form  8-K  on  May  15,  2001,  listing  Item  2
(acquisition  or  disposition of assets) in connection  with the  acquisition of
Career Direction, Inc., Personnel Profiles, Inc. and L+R Moran, Inc., and Item 7
(financial  statements,  pro forma  financial  information  and exhibits)  which
included the following financial statements:  Career Direction,  Inc., Personnel
Profiles,  Inc. and L+R Moran, Inc. Financial Statements as of December 31, 2000
and 1999  (audited)  and  ACHIEVEMENT  TEC  HOLDINGS,  INC.  unaudited  Proforma
Consolidated Financial Data as of December 31, 2000.

On July 19, 2001, Career Direction, Inc. ("Career Direction"),  Achievement Tec,
Inc. ("Achievement Tec"),  Achievement Tec Holdings,  Inc. (the "Company"),  and
Joe and Karen Loyd  (collectively,  the "Loyds")  entered into an agreement (the
"Modification  and  Termination  Agreement")  to modify  and  terminate  certain
agreements   previously   entered  into  between  the  Loyds  and  the  Company.
Specifically, the parties agreed to modify the Purchase and Sale Agreement dated
as of January 1, 2001 (the "Purchase and Sale Agreement")  pursuant to which the
Company  purchased all the issued and outstanding stock in Career Direction from
the Loyds,  and to terminate the  employment  agreements  dated as of January 1,
2001  pursuant  to which  Career  Direction  agreed  to  employ  the  Loyds.  In
connection  with the  acquisition of Career  Direction by the Company,  Joe Loyd
became a director of the Company,  in addition to serving as President of Career
Direction.



                                       23
<PAGE>




                                   SIGNATURES

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

Achievement Tec, Inc.

BY:    \s\ Milton S. Cotter
       --------------------
NAME:  Milton S. Cotter
TITLE: President and Chief Executive Officer


Dated: June 10, 2002






                                       24
<PAGE>