<Page>


               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 September 30, 2001

[ ]    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 Identification No.)
Incorporation or Organization)

          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. 10,439,748 shares of Common
Stock, $.001 par value, outstanding as of October 1, 2001.

      Transitional Small Business Disclosure Format (check one):

      Yes     No [X]


<Page>


                          ACHIEVEMENT TEC HOLDING, INC
                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            Page
<S>                                                                         <C>
PART I-FINANCIAL INFORMATION

Item 1.   Financial Statements...............................................  3
Item 2.   Management's Discussion and Analysis or Plan of Operation.......... 21

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................. 23
Item 5.   Other Information.................................................. 23
Item 6.   Exhibits and Reports on Form 8-K................................... 23

SIGNATURES

</Table>









                                       2
<Page>



                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                          ACHIEVEMENT TEC HOLDINGS, INC
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001

                                      INDEX

<Table>
<Caption>
                                                              PAGE
<S>                                                           <C>
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
</Table>








                                       3

<Page>

<Table>
<Caption>
                                           ACHIEVEMENT TEC HOLDINGS, INC.
                                                  AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS

                                                                                         September 30,          December 31,
                                                                                             2001                   2000
                                                                                         ------------         -------------
                                                                                          (Unaudited)
<S>                                                                                      <C>                  <C>
      ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                              $     11,530         $           -
  Accounts receivable, net of allowance for
   doubtful accounts of $35,469 and $17,500                                                   239,833               124,872
       Debt issue costs, net of accumulated amortization
       cost of $55,931 and $6,456                                                              76,519                28,544
                                                                                         ------------         -------------
      Total current assets                                                                    327,882               153,416
Property and equipment, net of accumulated
 depreciation of $102,583 and $23,446                                                          64,400                62,666

Intangible assets, net of accumulated amortization
 of $15,976 and $2,242                                                                          2,766                16,501
Goodwill, net of accumulated amortization of $173,489 and $-0-                              3,296,280                     -

Other assets                                                                                    9,714                 2,671
                                                                                         ------------         -------------
      TOTAL ASSETS                                                                       $  3,701,042               235,254
                                                                                         ============         =============
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
    Bank overdraft                                                                       $     50,848         $      45,505
    Accounts payable and accrued expenses                                                     492,183                21,140
    Notes payable - current                                                                   204,535               331,624
    Convertible notes payable - current                                                     1,350,000                     -
                                                                                         ------------         -------------
       Total current liabilities                                                            2,097,566               398,269

Due to officer                                                                                 53,375                94,582
Convertible notes payable - non-current                                                       475,000                     -
Convertible Debt-NIR                                                                        1,193,659
Notes payable - non-current                                                                   268,090                37,572
                                                                                         ------------         -------------
       Total liabilities                                                                    4,087,690               530,423
                                                                                         ------------         -------------

Commitments and contingencies                                                                       -                     -

STOCKHOLDERS' EQUITY (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; 10,439,748 and 10,014,748
     issued and outstanding                                                                    10,439                10,014
    Additional paid-in capital                                                              2,411,538               636,963
    Treasury Stock                                                                           (837,930)
    Deferred compensation expense                                                            (300,000)                    -
    Accumulated deficit                                                                    (1,670,695)             (942,146)
                                                                                         ------------         -------------
       Total stockholders' equity (deficiency)                                               (386,648)             (295,169)
                                                                                         ------------         -------------
       TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY (DEFICIENCY)                                                           $  3,701,042         $     235,254
                                                                                         ============         =============



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

</Table>

                                                             4
<Page>

<Table>
<Caption>
                                        ACHIEVEMENT TEC HOLDINGS, INC.
                                               AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                 (UNAUDITED)


                                                             For The                              For The
                                                          Three Months                          Nine Months
                                                         Ended Sept 30,                       Ended Sept 30,
                                                    2001                2000              2001              2000
                                                ----------           ---------         ----------        ----------
<S>                                              <C>                 <C>               <C>               <C>

REVENUE                                         $  817,706           $ 290,134         $2,696,898        $  918,967
                                                ----------           ---------         ----------        ----------

SELLING, GENERAL
AND ADMINISTRATIVE EXPENSES:

Selling, general and administrative              1,045,723             307,753          3,393,176         1,066,954

Depreciation and Amortization                       64,590               5,530            198,745            16,428
                                                ---------            ---------         ---------          ---------

Total selling, general and adminintrative
expenses                                         1,110,313             313,283          3,591,921         1,083,382
                                                ----------           ---------         ----------        ----------
LOSS FROM OPERATIONS                              (292,607)            (23,149)          (895,023)         (164,415)
                                                ----------           ---------         ----------        ----------
OTHER INCOME (EXPENSE)
         Other Income                                    -                   -            249,290
         Interest income                                 -                   -                147
         Interest expense                         (26,826)              (6,697)           (82,963)          (22,545)
                                                                     ---------                           ----------

Total other income (expense)                      (26,826)              (6,697)           166,474           (22,545)
                                                ---------            ---------         ---------          ---------

LOSS BEFORE PROVISION
FOR INCOME TAXES                                 (319,433)             (29,846)          (728,549)         (186,960)

PROVISION FOR INCOME TAXES                              -                    -                  -                 -
                                                ---------            ---------         ---------          ---------

NET LOSS                                        $(319,433)           $ (29,846)        $ (728,549)        $(186,960)
                                                =========            =========         ==========         =========

NET LOSS PER COMMON SHARE
    Basic and diluted                           $   (0.03)           $   (0.01)        $    (0.07)        $   (0.04)
                                                =========            =========         ==========         =========



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

</Table>



                                                         5
<Page>

                                    ACHIEVEMENT TEC HOLDINGS, INC.
                                           AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)


<Table>
<Caption>

                                                                                                        Total
                                      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, 1999       4,226,283  $ 4,226     $  248,518     $       -    $          -   $    (695,899)  $   (443,155)

Acquisition of net assets of
 Silver Ramona                     3,000,300    3,000         (3,000)            -               -               -              -

Net Loss for the year ended
December 31, 2000                          -        -              -             -               -        (246,247)      (246,247)

Issuance of stock, adjusted to
 reflect outstanding shares of
 Silver Ramona                     2,773,717    2,774        597,226             -               -               -        600,000

Issuance of stock for interest        14,448       14            889             -               -               -            903

Debt issue cost                            -        -         35,000             -               -               -         35,000

Offering costs                             -        -       (241,670)            -               -               -       (241,670)
                                  ----------  -------     ----------     ---------    ------------   -------------   ------------
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             -        -        300,000             -               -               -        300,000

Deferred compensation expense              -        -              -                      (300,000)              -       (300,000)

Career Direction Conversion           50,000       50         49,950             -               -               -         50,000

Convertible Debtentures                    -        -             -       (837,930)              -               -       (837,930)

Convertible Note for
 Personnel Profiles                  125,000      125        124,875             -               -               -        125,000

Net loss for the period ended
September 30, 2001 (Unaudited)             -        -             -              -               -        (728,549)      (728,549)
                                  ----------  -------     ----------     ---------    ------------   -------------   ------------
Balance at September 30, 2001
   (Unaudited)                    10,439,748  $10,439     $2,411,538     $(837,930)   $   (300,000)  $  (1,670,695)  $   (386,648)



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

                                                           6

</Table>


<Page>

                                    ACHIEVEMENT TEC HOLDINGS, INC.
                                            AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS


<Table>
<Caption>

                                                                                        For the Nine Months Ended
                                                                                              September 30,
                                                                                     ------------------------------
                                                                                         2001               2000
                                                                                     -----------         ----------
<S>                                                                                  <C>                 <C>
                                                                                     (Unaudited)
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                                                          $ (728,549)         $(186,960)
   Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
      Depreciation and amortization expense                                              10,294             16,427
      Amortization of goodwill                                                          188,451                  -
      Bad debt expense                                                                      560                  -
      Other Income                                                                     (249,290)
Changes in certain assets and liabilities:
      Increase in debt issue costs                                                      (47,965)                 -
      (Increase) decrease in accounts receivable                                       (114,961)           (85,771)
      Increase in other assets                                                           (7,943)             1,525
      (Decrease) increase in accounts payable and accrued expenses                      471,043             42,409
                                                                                     -----------         ----------
Total cash (used in) provided by operating activities                                  (478,360)          (212,369)
                                                                                     -----------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Increase in property and equipment                                                    (8,560)           (36,350)
   Increase in intangible assets                                                              -             (5,779)
                                                                                     -----------         ----------
Total cash (used in) investing activities                                                (8,560)           (42,129)
                                                                                     -----------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Increase in bank overdraft                                                             5,343            (12,122)
   Proceeds from notes payable                                                                -            (54,837)
   Repayment of notes payable                                                           (41,207)                 -
   Decrease in due to officer                                                           103,429            (83,541)
   Sale of stock                                                                        430,885            400,000
                                                                                     -----------         ----------
Total cash (used in) provided by financing activities                                   498,450            249,500
                                                                                     -----------         ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                11,530             (5,000)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                                 -              5,000
                                                                                     -----------         ----------

CASH AND CASH EQUIVALENTS - END OF YEAR                                              $   11,530          $       -
                                                                                     ===========         ==========

CASH PAID DURING THE YEAR FOR:
   Interest expense                                                                  $    82,963         $   22,546
                                                                                     ===========         ==========
   Income taxes                                                                      $         -         $        -
                                                                                     ===========         ==========

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

</Table>



                                                7


<Page>

                        ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               September 30, 2001



NON CASH FINANCING ACTIVITIES:

     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 (see Note 3a).

     The Company acquired all the assets and liabilities of Personnel Profiles,
     Inc. on January 1, 2001, for a $500,000 note payable (see Note 3b).

     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 (see Note 3c).

     As a condition to the consummation of the sale and purchase agreements
     with Career Directions, Inc., Personnel Profiles, Inc., and L and R
     Moran, Inc., dated January 1, 2001, the Company is required to execute
     three year employment agreements with the executives for stock options.
     As of September 30, 2001, $300,000 was recorded as deferred compensation.




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)
                               September 30, 2001

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a)    BASIS OF PRESENTATION
            The unaudited consolidated financial statements have been prepared
            by ACHIEVEMENT TEC HOLDINGS, INC. (the "Company") in accordance with
            instructions to Form 10-Q and Article 10 of Regulation S-X. The
            consolidated financial statements include the accounts of the
            Company and its wholly owned subsidiaries. All intercompany accounts
            and transactions have been eliminated. In the opinion of management,
            all adjustments, consisting only of normal recurring adjustments
            considered necessary for a fair presentation, have been included.
            The results of operations for the nine month period ended September
            30, 2001 are not necessarily indicative of the results to be
            expected for the full year or for any future periods. The
            accompanying consolidated financial statements should be read in
            conjunction with the audited consolidated financial statements
            contained in the Company's Form 10-K filed with the Securities and
            Exchange Commission on April 17, 2001.

            The accompanying consolidated financial statements include the
            accounts of ACHIEVEMENT TEC HOLDINGS, INC. (the "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 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;

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

               3)  Career Direction, Inc. ("Career Direction"), a Texas
                   corporation (see Note 3a);

               4)  Personnel Profiles, Inc. ("Personnel Profiles"), an Ohio
                   corporation (see Note 3b); and

               5)  L and R Moran, Inc. ("L&R Moran"), a Texas corporation (see
                   Note 3c).

            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 will merge
            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"). Pursuant to the Merger Agreement, the
            holders of the common and preferred stock of Achievement Tec
            received an aggregate of 7,014,948 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


                                       9
<Page>


                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001

        (May 25, 1967) and that of Silver Ramona Mining Company from November 9,
        2000 to December 31, 2000. As of January 1, 2001, the Company acquired
        three subsidiaries: Career Direction, Inc., Personnel Profiles, Inc.
        and L and R Moran, Inc.

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        b)  LINE OF BUSINESS
            The Company develops, markets, and sells computer PC 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. During 2000 and 1999, 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.positivestep.com
                                                 www.careerdirection.com
                                                 www.mycareerdirection.com

        c)  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.

        d)  REVENUE RECOGNITION
            Revenue is recognized based upon the accrual method of accounting.
            Revenue is recorded at the time of the sale, usually upon shipment
            of the product.

        e)  CASH AND CASH EQUIVALENTS
            The Company considers all highly liquid investments purchased with
            original maturities of three months or less to be cash equivalents.

        f)  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.

        g)  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.


                                      10
<Page>


                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001



NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        h)  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.

        i)  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.

        j)  ADVERTISING COSTS
            Advertising costs are expensed as incurred and included in selling,
            general and administrative expenses. For the nine months ended
            September 30, 2001 and 2000, advertising expense amounted to
            $421,704 and $5,776, respectively.

        k)  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 September 30, 2001 and
            December 31, 2000.

        l)  LONG-LIVED ASSETS
            SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
            and for Long-Lived Assets to be Disposed of" requires that
            long-lived assets be reviewed for impairment whenever events or
            changes in circumstances indicate that the carrying amount of an
            asset may not be recoverable. The Company has adopted this statement
            and has determined that recognition of an impairment loss for
            applicable assets of continuing operations is not necessary.

        m)  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.


                                      11
<Page>


                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        n)  DEBT ISSUE COSTS
            Debt issue costs represent various commissions paid and the
            estimated cost of the 35% conversion discount feature relating to
            the issuance of the Company's convertible debentures. These costs
            are being amortized over the life of the debt (see Note 6d).

        o)  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 continue 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.

        p)  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, as restated,
            were as follows:

<Table>
<Caption>
                                                      SEPTEMBER 30,
                                               ------------------------------
                                                 2001                2000
                                               ----------          ----------
                     <S>                       <C>                 <C>
                     Basic and diluted         10,439,000           5,274,400
                                               ==========          ==========
</Table>

        q)  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 September 30, 2001 and
            December 31, 2000, the Company has no items that represent
            comprehensive income and, therefore, has not included a schedule of
            comprehensive income in the financial statements.

        r)  On June 29, 2001, Statement of Financial Accounting Standards
            ("SFAS") No. 141, "Business Combinations", was approved by the
            Financial Accounting Standards board ("FASB"). SFAS 141 requires
            that the purchase method of accounting be used for all business
            combinations initiated after June 30, 2001. Goodwill and certain
            intangible assets will remain on the balance sheet and not be
            amortized. On an annual basis, and when there is reason to
            suspect that their values have been diminished or impaired, these
            assets must be tested for impairment, and write-downs may be
            necessary. The Company is required to implement SFAS No. 141 on
            January 1, 2002 and it has not determined the impact, if any,
            that this statement will have on its consolidated financial
            position or results of operations.

            On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible
            Assets", was approved by the FASB. SFAS No. 142 changes the
            accounting for goodwill from an amortization method to an
            impairment-only approach. Amortization of goodwill, including
            goodwill recorded in past business combinations, will cease upon
            adoption of this statement. The Company is required to implement
            SFAS No. 142 on January 1, 2002 and it has not determined that
            impact, if any, that this statement will have on its consolidated
            financial position or results of operations.

                                      12

<Page>


                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001



NOTE 2 -    RELATED PARTY TRANSACTIONS

            As of September 30, 2001 and 2000, the Company has a payable due to
            an officer totaling $53,375 and $69,549, respectively. These amounts
            represent advances made to the Company by its Chief Executive
            Officer ("CEO") for various expenses. This payable bears interest at
            the rate of 8% per annum, with interest only payable in monthly
            installments beginning on January 1, 1999 continuing until January
            1, 2004, at which time the remaining unpaid principal and interest
            shall be due in full.

NOTE 3 -    ACQUISITIONS/GOODWILL

            As of January 1, 2001, the Company acquired three subsidiaries:
            Career Direction, Inc., Personnel Profiles, Inc., and L and R
            Moran, Inc.

            Goodwill consists of the following at September 30, 2001:

<Table>
                  <S>                                         <C>
                  a)  Career Direction, Inc.                  $ 2,007,133
                  b)  Personnel Profiles, Inc.                    501,951
                  c)  L and R Moran, Inc.                         960,685
                                                              -----------
                                                                3,469,769
                           Less:  Accumulated Depreciation       (173,489)
                                                              -----------
                                                              $ 3,296,280
                                                              ===========
</Table>

         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:

      (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.


                                      13
<Page>


                          ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001


NOTE 3 -    ACQUISITIONS (Continued)

         a) CAREER DIRECTION, INC. (CONTINUED)
      (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.

            As a condition to the consummation of the transactions contemplated
            by the Career Direction Agreement, the Company is also required to
            execute

      (i)   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;

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

      (iii) 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 on the Company's Board of Directors, 35,000
            shares at the end of the second calendar year of service on the
            Company's Board of Directors, and 35,000 shares at the end of the
            third calendar year of service on the Company's Board of Directors;

      (iv)  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; and


                                      14
<Page>


                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001



NOTE 3 -    ACQUISITIONS (Continued)

      b)    PERSONNEL PROFILES, INC.
      (v)   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.

            Closing of the transactions contemplated by the Career Direction
            Agreement occurred as of March 1, 2001.

            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. The details of this transaction may
            be found in an 8K statement filed with the Securities and Exchange
            Commission.

            As of January 1, 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 December 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 on the Company's Board of Directors, 35,000
            shares at the end of the second calendar year of service on the
            Company's Board of Directors, and 35,000 shares at the end of the
            third calendar year of service on the Company's Board of Directors;
            and


                                      15
<Page>


                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001


NOTE 3 -    ACQUISITIONS (Continued)

         c) L AND R MORAN, INC. (CONTINUED)
      (iii) 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.

            Closing of the transactions contemplated by the Personnel Profiles
            Agreement occurred as of March 1, 2001.

            As of January 1, 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

      (i)   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;

      (ii)  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 on the Company's Board of Directors, 35,000
            shares at the end of the second calendar year of service on the
            Company's Board of Directors, and 35,000 shares at the end of the
            third calendar year of service on the Company's Board of Directors;


                                      16
<Page>


                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001


NOTE 3 -    ACQUISITIONS (Continued)

         c) L AND R MORAN, INC. (CONTINUED)
      (iii) 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

      (iv)  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.

            Closing of the transactions contemplated by the L and R Moran
            Agreement occurred as of March 1, 2001.

NOTE 4 -    NOTE RECEIVABLE

            Outstanding balance from issuance of Convertible Debenture (see
            Note 10).


NOTE 5 -   PROPERTY AND EQUIPMENT

           Property and equipment is summarized as follows:

<Table>
<Caption>
                                                 September 30,     December 31,
                                                     2001              2000
                                                 ------------      ------------
               <S>                               <C>               <C>
               Machinery and Equipment           $     58,426      $     76,492
               Furniture and Fixtures                 108,557             9,620
                                                 ------------      ------------
                                                      166,983            86,112
               Less:  Accumulated Depreciation       (102,583)          (23,446)
                                                 ------------      ------------
               Property and Equipment, net       $     64,400      $     62,666
                                                 ============      ============
</Table>


            Depreciation expense for the period ended September 30, 2001 and
            2000 was $11,513 and $8,572, respectively.


                                      17

<Page>

                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001


NOTE 6 -    NOTES PAYABLE

               Notes payable consisted of the following:

<Table>
<Caption>
                                                                        September 30,   December 31,
                                                                            2001            2000
                                                                        -------------   ------------
           <S>    <C>                                                   <C>
           a)     First Savings Bank - Interest rate 8.4% -
                    Due on March 25, 2002                               $     109,931   $    109,932
           b)     First Savings Bank - Interest rate 10.5% -
                    Due on December 15, 2000                                        -          4,000
           c)     First Savings Bank - Interest rate 11%
                    Due on April 19, 2002                                           -         10,965
           d)     New Millennium - Convertible promissory note
                    Interest rate 8%; due 270 days following
                    November 9, 2000                                                -        100,000
                  Various Notes Payable - Interest rate 7% -
                    Due at various dates to 2002                              142,694        144,299
           e)     Joe & Karen Loyd                                            220,000              -
                                                                        -------------   ------------
                                                                              472,625        369,196
                             Less:  Current Portion                          (204,535)      (331,624)
                                                                        -------------   ------------
                             Long-Term Portion                          $     268,090   $     37,572
                                                                        =============   ============
</Table>


        a)  On March 25, 1999, the Company refinanced its $110,000 loan with
            First Savings Bank. The loan amount remained $110,000 with interest
            bearing a rate of 7.75% per annum due on March 25, 2000. Interest
            only is payable on April 25, 1999 and then on the 25th day of each
            month thereafter. During March 2000, the Company refinanced the loan
            again. The loan amount remained $110,000 with interest bearing 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. This loan was renewed during March 2001; the terms and
            interest rate stay the same.

        b)  On August 1, 1999, the Company refinanced its $60,159 loan with
            First Savings Bank. The loan bore interest at a rate of 10.5% per
            annum due on August 1, 2000. This loan was then refinanced on
            December 23, 1999. The loan balance totaled $48,000 bearing interest
            at a rate of 10% per annum. The loan is payable in 11 payments of
            $4,000 in principal plus accrued interest beginning on January 15,
            2000 and payable the 15th day of every month thereafter until
            December 15, 2000 when the entire balance shall be due. As of
            December 31, 2000, this loan was in default for the last payment of
            $4,000. However, this note was paid in full in the subsequent
            months.

        c)  On April 19, 2000, the Company borrowed $15,000 from First Savings
            Bank. The loan bears interest at a rate of 11% per annum. The loan
            is payable in 24 payments of $699 in principal plus accrued interest
            beginning on May 19, 2000 and payable the 19th day of every month
            thereafter until April 19, 2002 when the entire balance shall be
            due. The loan is collateralized by certain accounts receivable,
            inventory and equipment. As of September 30, 2001, this loan was
            paid in full.


                                      18
<Page>


                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001


NOTE 6 -    NOTES PAYABLE (Continued)

        d)  Convertible debentures consisted of notes payable in the amount of
            $100,000 bearing interest at 8% per annum, payable on the 270th day
            following November 9, 2000. These debentures are convertible into
            shares of the Company's common stock at the option of the holder by
            dividing the outstanding principal and interest by the conversion
            price which shall be equal to or the lesser of (1) 65% of the
            average bid price during the 10 trading days preceding the
            conversion date; or (2) U.S. $1.429 per share of common stock.

     e)     Achievement Tec agreed to pay the Loyd's jointly $10,000 per month
            for 24 months. Each payment is due is due on the 19th of each month
            beginning August 19, 2001 at no interest.

NOTE 7 -    CONVERTIBLE NOTES PAYABLE

              Convertible noes payable consist of the following:

<Table>
<Caption>
                                                         September 30,
                                                              2001
                                                         -------------
               <S>                                       <C>
               a) Selling of Career Direction, Inc.      $   500,000
               b) Selling of Personnel Profiles, Inc.        375,000
               c) Selling of L & R Moran, Inc.               950,000
                                                         -----------
                                                           1,825,000
                  Less:  Current Portion                   1,350,000
                                                         -----------
                  Long-Term Portion                      $   475,000
                                                         ===========
</Table>


            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 seller, in the event the Company conducts a
               primary or secondary offering of its stock that generates
               proceeds of at least $1,000,000. Each quarterly installment of
               50,000 shares is convertible to cash in the amount of $50,000.
               These contingent cash obligations of the Company are secured
               pursuant to a convertible promissory note (see Note 3).

            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
               (see Note 3).

            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 (see
               Note 3).

NOTE 8 -    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 $6,045.


                                      19
<Page>


                        ACHIEVEMENT TEC HOLDINGS, INC.
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2001



NOTE 8 -    COMMITMENTS AND CONTINGENCIES (Continued)

            On March 1, 2000, the Company entered into an operating lease for
            office space located in New York, New York. Minimum monthly payments
            under the lease total $1,450.

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

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

            Personnel Profiles leased office space under an operating lease
            expiring September 30, 2002. Minimum monthly base rent under the
            lease totaled $2,020 and $2,081 for 2001 and 2002, respectively.

            Rent expense under operating leases for the three months ended
            September 30, 2001 and 2000, was approximately $45,422 and $15,385,
            respectively.

            On February 5, 2001, the Company factored its accounts receivable. A
            lien was filed against all accounts receivable.

NOTE 9 -    PREFERRED STOCK

            On September 20, 1999, Achievement Tec amended their Articles of
            Incorporation to have the authority to issue 1,000,000 shares of
            newly created preferred Class A stock with no par value. The
            preferred shares were convertible on a 1:1 basis with Achievement
            Tec's commons stock.

            During the period from January 1, 2000 to November 9, 2000,
            Achievement Tec issued 419,874 shares of preferred stock for
            $600,000. As of November 9, 2000, 559,832 shares of preferred stock
            have been converted into the Company's common stock per the merger
            agreement.

            As of March 31, 2000, $400,000 was received on the sale of preferred
            stocks.

NOTE 10 -   CONVERTIBLE DEBENTURES

            Achievement Tec Holdings, Inc. (formerly known as Silver Ramona
            Mining, Inc.,a Delaware corporation (the "Company") has entered into
            a Secured ConvertibleDebenture 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 PurchaseAgreement, to purchase an aggregate
            principal amount of $1,193,658.60 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, $.001 par value per share (the "Common Stock"). As
            consideration for the purchase of the Debentures, the Purchasers (i)
            paid $250,000; (ii)


                                      20
<Page>

NOTE 10 -   CONVERTIBLE DEBENTURES (Continued)

            exchanged convertible debentures of the Company in the aggregate
            principal amount of $105,019.18; and (iii) exchanged 586,375
            sharesof Common Stock. In addition, the Purchasers agreed to pay an
            additional $250,000 (Note 4) for additional Debentures in that
            amount, to be paid on the second trading day after the effective
            date of a registration statement filed withthe Securities and
            Exchange Commission under the Securities Act of 1933, as amended,
            covering all shares of Common Stock into which the Debentures are
            convertible.



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

DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERALL OPERATIONS

The third quarter of 2001 saw further consolidation of the Company's first
quarter acquisitions, Career Direction, Inc., which operates as the job fair
operation of the Company, and Personnel Profiles, Inc., which operates as the
wholesale independent consultant operation of the Company. Additionally the
Company consolidated the operations of L&R Moran, Inc, which operates the
background check operation of the Company. The financial results of the third
quarter reflect the consolidated operations of the Company and the three
acquisitions.

In addition to the further consolidation, management began planning cost
reduction measures to improve the Company's profitability. These measures were
implemented in the third quarter and will result in an immediate reduction in
expenditures associated with operations.

RESULTS OF OPERATIONS

For the three months ended September 30, 2001, the Company recorded an
operating loss of $292,607 The net loss for the period of $319,433, or .03
per share. The results for the nine month period ending September 30, 2001
reflect a net loss of 728,549 or .07 per share.

TOTAL REVENUE

Total revenue for the three months ending September 30, 2001 was $817,706.
Total revenue for the nine months ending was $2,696,898. The slowing economy
continues to have a dramatic impact on the labor market throughout the
country, impairing the Company's financial results. The third 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 third quarter. Additionally, the second quarter
and the first half of the third quarter are somewhat cyclical in terms of the
Company's revenues. Traditionally, companies ramp up their expenditures for
employment screening and recruiting in the first quarter of a calendar year.
Management believes that some of the revenue decline experienced by the
Company is related to this cyclical nature of the industry and the downsizing
of companies in the current slow economic times of 2001.

SELLING, GENERAL AND ADMINSTRATIVE EXPENSES

Selling, General and Administrative expenses for the three months ending
September 30, 2001 totaled $1,110,313. The total Selling, General and
Administrative expenses for the nine months ending September 30, 2001 were
$3,591,921. The decrease in the third quarter is largely attributed to reduce
payroll cost and general cost savings by the company implemented in the third
quarter.

EXTRAORDINARY ITEMS

The Company has recognized income from the conversion of common stock to
convertible debentures of $0 and $249,290 for the three months ending
September 30, 2001 and the nine months ending September 30, 2001 respectively.

The Company expensed $87,450 in professional fees related to the sale of the
convertible debentures.

                                      21
<Page>

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents at September 30, 2001 were $11,530.

OTHER EVENTS

Achievement Tec Holdings, Inc., a Delaware corporation (the "Company") has
entered into a Secured Convertible Debenture Purchase and Exchange Agreement
dated as of June 29, 2001 (the "Purchase Agreement"), by and among the Company
and AJW Partners, LLC and New Millennium Capital Partners II, LLC (individually
a "Purchaser" and collectively the "Purchasers"). 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 $1,192,949.06
of the Company's 10% Secured Convertible Debentures, due twenty-four months from
issuance (the "Debentures"). The Debentures are convertible into shares of the
Company's common stock, $.001 par value per share (the "Common Stock"). As
consideration for the purchase of the Debentures, the Purchasers (i) paid
$250,000; (ii) exchanged convertible debentures of the Company in the aggregate
principal amount of $105,019.18; and (iii) exchanged 586,375 shares of Common
Stock. In addition, the Purchasers agreed to pay an additional $250,000 for
additional Debentures in that amount, to be paid on the second trading day after
the effective date of a registration statement filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, covering all
shares of Common Stock into which the Debentures are convertible. At closing,
the Company executed and delivered a Registration Rights Agreement among the
Company and the Purchasers, Transfer Agent Instructions delivered to and
acknowledged in writing by the Company's transfer agent, a Security Agreement
among the Company and the Purchasers pursuant to which the Company and its
subsidiaries granted to the Purchasers a second priority security interest in
their assets to secure performance under the Debentures, and an Intellectual
Property Security Agreement among the Company and the Purchasers pursuant to
which the Company and its subsidiaries granted to the Purchasers a second
priority security interest in their intellectual property assets to secure
performance under the Debentures. The details of this transaction may be found
in an 8K statement filed with the Securities and Exchange Commission.

SUBSEQUENT EVENTS

This Item is not applicable to the Company.



                                     PART II
                                OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

      There are presently no material pending legal proceedings to which the
Company or any of its subsidiaries is a party or to which any of its property is
subject and, the best of its knowledge, no such actions against the Company are
threatened.

ITEM 2. CHANGES IN SECURITIES

      The Company entered into a Secured Convertible Debenture Purchase and
Exchange Agreement dated as of June 29, 2001 (the "Purchase Agreement"), by and
among the Company and AJW Partners, LLC and New Millennium Capital Partners II,
LLC (individually a "Purchaser" and collectively the "Purchasers"). Pursuant to
the Purchase Agreement, the Purchasers purchased an aggregate principal amount
of $1,442,949.09 of the Company's 10% Secured Convertible Debentures, due
twenty-four months from issuance (the "Debentures"). The Debentures are
convertible into shares of the Company's 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 amount of
$105,019.18; and (iii) exchanged 586,375 shares of common stock. The transaction
was structured so as to comply with Section 4(2) of the Securities Act of 1933,
as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      This Item is not applicable to the Company.


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

      During the quarter ended September 30, 2001, the Company mailed to its
stockholders and Information Statement to inform all stockholders of the
following:

      1. The election of Neil H. Powell, Jr. and Mary Jo Zandy to the Board
         of Directors of the Company, to serve until the next Annual Meeting
         and until their successors have been elected and qualified; and
      2. The approval of an amendment to the Company's Certificate of
         Incorporation to change the name of the Company to "Achievement Tec
         Holdings, Inc."

      The aforementioned actions were approved on May 31, 2001 by written
consent of the holders of 5,100,149 shares of the Company's common stock,
representing approximately 51% of the outstanding common stock, such approval to
be effective 20 days after the Company has mailed the Information Statement to
the stockholders. The names of each director whose term of office continued
after the approval of the aforementioned actions are: Milton Cotter, Richard
Berman, Joe C. Loyd and Eric Cotter.

ITEM 5. OTHER INFORMATION

      This Item is not applicable to the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

            None.













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<Page>

      (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.








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<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 HOLDINGS, INC.

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

BY: /s/ Eric Cotter
    ---------------
NAME:   Eric Cotter
TITLE:  Principal Financial Officer

Dated: November 19, 2001
























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