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 June 30, 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. 11,018,914 shares of Common
Stock, $.001 par value, outstanding as of Sept 23, 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...................................23
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




                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                          ACHIEVEMENT TEC HOLDINGS, INC
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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


                                                                        June 30,        December 31,
                                                                          2002             2001
                                                                       -----------      -----------
                                                                       (Unaudited)
<S>                                                                    <C>              <C>
                                     ASSETS
Current assets
  Cash and cash equivalents                                            $      --        $      --
  Accounts receivable, net of allowance for
   doubtful accounts of $16,088 and $35,469                                 80,369           47,624
  Due from factor                                                                0              309
                                                                       -----------      -----------
      Total current assets                                                  80,369           47,933

Property and equipment, net of accumulated
 depreciation of $52,128 and $44,659                                        40,755           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 $43,725 and $21,863                                                     43,724           65,587
Other assets                                                                 2,671            8,333
                                                                       -----------      -----------
      TOTAL ASSETS                                                     $   175,728      $ 1,549,127
                                                                       ===========      ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
   Bank overdraft                                                      $    13,487      $    20,031
   Accounts payable and accrued expenses                                   442,811          588,853
   Payroll taxes payable                                                   172,217          140,543
   Convertible notes payable - current                                     150,000        1,587,500
   Notes payable - current                                                 388,626          392,626
                                                                       -----------      -----------
      Total current liabilities                                          1,167,141        2,729,553

Due to officer                                                              37,763
                                                                                             49,506
Convertible debentures                                                   1,467,949        1,192,949
Convertible notes payable                                                  200,000          250,000
Notes payable                                                               70,000           70,000
                                                                       -----------      -----------
      Total liabilities                                                  2,942,853        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;11,018,914 and 10,502,248 issued and outstanding             11,018           10,502
   Treasury stock                                                         (610,430)        (587,930)
   Additional paid-in capital                                            3,454,411        3,181,725
   Deferred compensation                                                     (--)          (326,000)
   Accumulated deficit                                                  (5,622,124)      (5,021,178)
                                                                       -----------      -----------
      Total stockholders' deficiency                                    (2,767,125)      (2,742,881)
                                                                       -----------      -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                   $   175,728      $ 1,549,127
                                                                       ===========      ===========

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>

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

                                                       For The                           For The
                                                     Three Months                       Six Months
                                                    Ended June 30,                    Ended June 30,
                                                2002            2001              2002            2001
                                             ---------------------------       ---------------------------
<S>                                          <C>             <C>               <C>             <C>
Revenue                                      $   236,288     $   889,265       $   539,374     $ 1,877,432
                                             -----------     -----------       -----------     -----------


         Cost of Sales                             1,165          77,573             5,629         109,400

         Gross Margin                            235,123         811,692           533,745       1,768,032


SELLING, GENERAL
AND ADMINISTRATIVE EXPENSES:

Selling, general and administrative              356,591       1,162,833           728,799       2,225,015

Depreciation and Amortization                      3,927          75,714             8,205         145,821
                                             -----------     -----------       -----------     -----------

Total selling, general and
adminintrative expenses                          360,518       1,238,547           737,004       2,370,836
                                             -----------     -----------       -----------     -----------

LOSS FROM OPERATIONS                            (125,395)       (426,855)         (203,259)       (602,804)
                                             -----------     -----------       -----------     -----------
OTHER INCOME (EXPENSE)
         Other Income                               --              --                --
         Interest income                            --                38              --               147
         Interest expense                       (345,835)        (24,570)         (397,687)        (44,471)
                                             -----------     -----------       -----------     -----------

Total other income (expense)                    (345,835)        (24,532)         (397,687)        (44,324)
                                             -----------     -----------       -----------     -----------

LOSS BEFORE PROVISION
FOR INCOME TAXES                                (471,230)       (451,387)         (600,946)       (647,128)

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

NET LOSS                                     $  (471,230)    $  (451,387)      $  (600,946)    $  (647,128)
                                             ===========     ===========       ===========     ===========

NET LOSS PER COMMON SHARE
    Basic and diluted                        $     (0.04)    $     (0.04)      $     (0.05)    $     (0.06)
                                             ===========     ===========       ===========     ===========


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</TABLE>



                                       5
<PAGE>

<TABLE>
<CAPTION>

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



                                         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

Beneficial Conversion of
 Debentures                                                      300,000                                                    300,000

Conversion of Debtures               416,666           416        24,584                                                     25,000

Net loss (Unaudited)                    --            --            --            --             --         (600,946)      (600,946)
                                 -----------   -----------   -----------   -----------    -----------    -----------    -----------

Balance at  June 30, 2002        $11,018,914   $    11,018   $ 3,454,411   $  (610,430)          --      $(5,622,124)   $(2,767,125)
 (Unaudited)                     ===========   ===========   ===========   ===========    ===========    ===========    ===========


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>

                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                        For the Six Months Ended
                                                                                June 30,
                                                                        ------------------------
                                                                          2002           2001
                                                                        ---------      ---------
<S>                                                                     <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                                             $(600,946)     $(647,128)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization expense                                 8,205          7,528
      Amortization of goodwill                                               --          126,626
      Bad debt expense                                                       --              560
        Beneficial conversion expense                                     300,000
       (Increase) decrease in debt issue costs                             21,862        (31,643)

Changes in certain assets and liabilities:
      (Increase) decrease in accounts receivable                          (32,435)       397,536
      (Increase) decrease in other assets                                  (6,943)
Increase in payroll taxes payable                                          31,674           --
      (Decrease) increase in accounts payable and accrued expenses         (6,073)       331,796
                                                                        ---------      ---------
Total cash used in operating activities                                  (277,713)       178,332
                                                                        ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Increase in property and equipment                                        --           (6,635)
   Increase in intangible assets                                             --             --
                                                                        ---------      ---------
Total cash used in investing activities                                      --           (6,635)
                                                                        ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   (Decrease) increase in bank overdraft                                   (6,544)       (45,505)
   Proceeds from issuance of debentures                                   300,000           --
   Repayment of notes payable                                              (4,000)        (5,443)
   Decrease in due to officer                                             (11,743)       (58,454)
                                                                        ---------      ---------
Total cash provided by financing activities                               277,713       (109,402)
                                                                        ---------      ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                       0         62,295

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

CASH AND CASH EQUIVALENTS - June 30,                                    $       0      $  62,295
                                                                        =========      =========

CASH PAID DURING THE YEAR FOR:
   Interest expense                                                     $  97,687      $  44,324
                                                                        =========      =========
   Income taxes                                                         $    --        $    --
                                                                        =========      =========

The  accompanying   notes  an  integral  part  of  the  consolidated   financial
statements.
</TABLE>



                                       7
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  JUNE 30, 2002




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.

     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)
                                  JUNE 30, 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.

         Prior Year
         ----------
         The  financial  statements  for the prior  year have been  restated  to
         conform with current year presentation.

         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)
                                  JUNE 30, 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.





                                       10
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 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
         June 30, 2002.

         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:

                                                       June 30,
                                               ------------------------
                                                  2002          2001
                                               ----------    ----------
            Basic and diluted                  11,019,000    10,265,000
                                               ==========    ==========



                                       11
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 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 June 30, 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)
                                  June 30, 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 June 30, 2002 was $0.

         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 June 30, 2002 and December 31, 2001 the Company has a payable due
         to officers totaling $37,763 and $49,506,  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

                                                 June  30,       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)
                                  JUNE 30, 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)
                                  June 30, 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)
                                  JUNE 30, 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:

                                            Career       Personal     L and D
                                           Direction     Profiles      Moran
                                              Inc.         Inc.         Inc.
                                           ----------   ----------   ----------

                  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
                                           ==========   ==========   ==========

                      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)
                                  JUNE 30, 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:

                                                     June 30,       December
                                                      2002          31, 2001
                                                    ---------       ---------

          Machinery and Equipment                   $  78,617       $  87,107
          Furniture and Fixtures                       14,266          12,260
                                                    ---------       ---------
                                                       92,883          99,367
          Less:  Accumulated Depreciation             (52,128)        (44,659)
                                                    ---------       ---------
          Property and Equipment, net               $  40,755       $  54,708
                                                    =========       =========

          Depreciation expense for the period ended June 30, 2002 was $8,205.


NOTE 7 - NOTES PAYABLE

         Notes payable consisted of the following:
<TABLE>
<CAPTION>
                                                                 June 30,       December
                                                                   2002         31, 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                     142,694        142,694
                                                                 ---------      ---------
                                                                   458,626        462,626
                Less:  Current Portion                            (388,626)      (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)
                                  JUNE 30, 2002


NOTE 7 - NOTES PAYABLE (Continued)

         b)     Note  payable  to former  employees  in the  amount of  $250,000
                payable  in 25 monthly  equal  installments  of $10,000  without
                interest.  At June 30, 2002,  the company was in default of this
                note.


NOTE 8 - CONVERTIBLE NOTES PAYABLE

         Convertible notes payable consist of the following at:
<TABLE>
<CAPTION>

                                                          June 30,      December 31,
                                                            2002           2001
                                                        -----------     -----------
<S>                                                     <C>             <C>
         a)   Selling of Career Direction, Inc.         $   350,000     $   450,000
         b)   Selling of Personnel Profiles, Inc.                -          437,500
         c)   Selling of L & R Moran, Inc.                       -          950,000
                                                        -----------     -----------
                                                            350,000       1,837,500
              Less:  Current Portion                        150,000       1,587,000
                                                        -----------     -----------
              Long-Term Portion                         $   200,000     $   250,000
                                                        ===========     ===========
</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  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)
                                  JUNE 30, 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.

         Pursuant to a Secured Convertible Debenture Purchase Agreement dated as
         of May 8, 2002, AJW Partners,  LLC, New Millennium Capital Partners II,
         LLC, Pegasus Capital Partners, LLC and AJW/New Millennium Offshore Ltd.
         purchased  an  aggregate  principal  amount of $300,000 of  Achievement
         Tec's 10% Secured Convertible Debentures,  due May 8, 2003 (the "Second
         Debentures"),  and agreed to  purchase  an  additional  $200,000 of the
         debentures  no  later  than  the  fifth  day  following  the  date of a
         Prospectus.

         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) $0.05 per share,  adjusted
         for stock splits and reverse stock splits,  and (ii) 50% 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 $300,000.  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)
                                  JUNE 30, 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  28,2004
         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 June 31, 2002
         was approximately $ 47,603.


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").


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").



                                       20
<PAGE>



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

The second  quarter of 2002 saw the continued  focus of the company to return to
its core  business of testing.  The company had disposed of two divisions in the
first  quarter   because  the  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 earlier periods
to return the  Company  to  profitability.  These  efforts  resulted  in reduced
operating expenses in the first and second quarters of 2002.


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

For the quarter ended June 30, 2002,  the Company  recorded an operating loss of
$125,395. The net loss for the period of $ 471,230 or .04 per share. For the six
month  period  ended June 30, 2002,  the Company  recorded an operating  loss of
$203,259. The net loss for the period of $600,946 or .05 per share.


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

Total  revenue for the quarter  ending  June 30, 2002 was  $236,288  compared to
$889,265 for the quarter  ending June 30, 2001.  Total revenue for the six month
period  ending June 30, 2002 was  $539,374  compared to  $1,877,432  for the six
month period ending June 30, 2001. The decrease can be attributed to the sale of
Personnel  Profiles and L&R Moran and the slowing  economy.  The second  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 second quarter.

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

Selling,  General and  Administrative  expenses for the quarter  ending June 30,
2002 totaled $ 356,591  compared to $1,162,833  for the quarter  ending June 30,
2001.  Selling,  General and  Administrative  expenses  for the six month period
ending June 30, 2002 totaled $ 728,799 compared to $2,225,016.  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 June 30, 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 Holdings, Inc.

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


Dated: September 23, 2002








                                       24
<PAGE>

                                 CERTIFICATIONS

                            Certification Pursuant to
                             18 U.S.C. Section 1350,
                             As adopted pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

I, Milton S. Cotter, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of  Achievement  Tec
Holdings, Inc. ("Achievement");

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects  the  financial  condition,  results  of  operations  and cash flows of
Achievement as of, and for, the periods presented in this quarterly report.


Date: September 24, 2002              /s/Milton S. Cotter
                                      ---------------------------
                                      Milton S. Cotter
                                      President and Chief Executive
                                      Officer and Chief Financial Officer





                            Certification Pursuant to
                             18 U.S.C. Section 1350,
                             As adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

In  connection  with this  quarterly  report on Form 10-QSB of  Achievement  Tec
Holdings. Inc. ("Achievement"),  I, Milton S. Cotter, President, Chief Executive
Officer and Chief  Financial  Officer of  Achievement,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

1. The report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in this report fairly  presents,  in all material
respects, the financial condition and results of operations of Achievement.


Date: September 24, 2002              /s/Milton S. Cotter
                                      ---------------------------
                                      Milton S. Cotter
                                      President and Chief Executive
                                      Officer and Chief Financial Officer




                                       25
<PAGE>