UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

                                     OF 1934

                   FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE

                                   ACT OF 1934

        FOR THE TRANSITION PERIOD FROM _____________ TO _________________

                        COMMISSION FILE NUMBER: 000-33231

                         HY-TECH TECHNOLOGY GROUP, INC.

                         ------------------------------
             (EXACT NAME OF THE COMPANY AS SPECIFIED IN ITS CHARTER)

                        DELAWARE                      95-4868120
             -----------------------------     -----------------------
           (STATE OR OTHER JURISDICTION OF    (IRS EMPLOYER IDENTIFICATION NO.)
            INCORPORATION  OR  ORGANIZATION)

                 1840 BOY SCOUT DRIVE, FORT MYERS, FLORIDA 33907
     -----------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (239) 851-0111
                     --------------------------------------
                            (ISSUER TELEPHONE NUMBER)

              SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT:

   TITLE OF EACH CLASS REGISTERED: NAME OF EACH EXCHANGE ON WHICH REGISTERED:
   ------------------------------- ------------------------------------------
                    NONE                     NONE
                    ----                     ----

              SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT:

                          COMMON STOCK, PAR VALUE $.001
                          -----------------------------
                                (TITLE OF CLASS)

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  Company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of the  Company's  knowledge,  in  definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X] Yes [ ] No


<PAGE>


State issuer's  revenues for its most recent fiscal year.  $8,985,425  State the
aggregate  market  value of the  voting and  non-voting  common  equity  held by
non-affiliates computed by reference to the price at which the common equity was
sold,  or the  average  bid and  asked  price  of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.) As of May 31, 2004, approximately $480,000.

As of May 31, 2004, there were 98,677,406 shares of the issuer's $.001 par value
common stock issued and outstanding.

Documents  incorporated  by reference.  There are no annual  reports to security
holders, proxy information statements,  or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                        [ ] Yes         [X] No


                                       2
<PAGE>

--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

ITEM NUMBER AND CAPTION                                                     PAGE
-----------------------                                                     ----

Special Note Regarding Forward-Looking Statements..............................4

PART I

     1.  Description of Business...............................................5

     2.  Description of Property...............................................9

     3.  Legal Proceedings.....................................................9

     4.  Submission of Matters to a Vote of Security Holders..................10

PART II

     5.  Market for Common Equity and Related Stockholder Matters.............11

     6. Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................13

     7.  Financial Statements.................................................16

     8. Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.................................................16

PART III

     9. Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act....................17

     10. Executive Compensation...............................................18

     11. Security Ownership of Certain Beneficial Owners and Management.......20

     12. Certain Relationships and Related Transactions.......................21

     13. Exhibits and Reports on Form 8 K.....................................21

     14. Controls and Procedures..............................................23



                                       3
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain financial  information and statements regarding our
operations and financial prospects of a forward-looking  nature.  Although these
statements accurately reflect management's current understanding and beliefs, we
caution you that  certain  important  factors may affect our actual  results and
could  cause  such  results  to  differ  materially  from  any   forward-looking
statements which may be deemed to be made in this report. For this purpose,  any
statements  contained in this Report which are not statements of historical fact
may be deemed to be forward-looking statements.  Without limiting the generality
of the foregoing, words such as, "may", "will", "intend",  "expect",  "believe",
"anticipate",   "could",  "estimate",  "plan"  or  "continue"  or  the  negative
variations  of those words or  comparable  terminology  are intended to identify
forward-looking  statements.  There  can be no  assurance  of any kind that such
forward-looking  information and statements will be reflective in any way of our
actual future operations and/or financial  results,  and any of such information
and  statements  should  not be  relied  upon  either  in  whole  or in  part in
connection with any decision to invest in the shares.


                                       4
<PAGE>


PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BACKGROUND AND CURRENT PLANS

Beginning in July 2004,  Hy-Tech  Technology  Group,  Inc. (the  "Company") will
operate under the new name of Innova Holdings.  This new name is more synonymous
with the Company's plan to grow by acquisition and to differentiate  the Company
with unique technologies.

In July 2004,  the Company will  increase its  authorized  shares to 900 million
from 100 million.  The increase  would allow the company to issue new shares for
acquisitions, or to secure financing for operations or strategic partnerships.

In February 2004,  the Company  announced it had entered into a Letter of Intent
to acquire Robotic Workspace Technologies, Inc. (RWT). RWT, based in Fort Myers,
Florida,  is a  privately-held  company  founded in 1994 to enhance the field of
robotics  with  commercially  available,  patented  products  to  improve  robot
performance, applicability, and productivity.

In February 2004,  the Company  announced it had entered into a Letter of Intent
for the sale of its wholly owned subsidiary,  Hy-Tech Computer Systems (HTCS) to
Aegis Funds, Inc.

The Company  remains in discussion  with various  financing  sources to allow it
access to the financing  needed to complement  the use of its stock in achieving
these plans.

In February 2004, the Company  announced its planned  changes which included its
planned  acquisition of Robotic  Workspace  Technologies  (RWT) and the intended
divestiture  of Hy-Tech  Computer  Systems  (HTCS).  Such  changes  support  the
Company's plan to grow by acquisition and  differentiate the company with unique
technologies,  by converting to e-commerce  selling and distribution  techniques
and by adding  complementary,  higher margin  services.  The Company  intends to
raise additional  working capital through private  placements,  public offerings
and/or bank financing.

OUR BUSINESS FROM 1992 THROUGH 2003

HTCS was formed in 1992 in Fort Myers, Florida. as a supplier to the information
technology  business.  In January 31, 2003, HTCS completed a reverse acquisition
into SRM Networks,  an Internet  service provider and web hosting  business,  in
which  HTCS was deemed  the  "accounting  acquirer".  We have  discontinued  SRM
Network's Internet business.  In connection with the transaction,  SRM Networks,
Inc. changed its name to Hy-Tech Technology Group, Inc.

From 1992 through 2002, HTCS was a leading custom systems builder and authorized
distributor  of the world's  leading  computer  system and  components.  HTCS is
headquartered in Fort Myers, Florida and operated seventeen locations throughout
Florida, Alabama, Tennessee,  Kentucky,  Wisconsin and Colorado. HTCS supplied a
full line of  computer  components  and  peripherals  and  employed  technicians
capable of building and servicing systems that range in scope from basic desktop
systems to very sophisticated server applications.  Throughout its history, HTCS
had  demonstrated its technical  capability as an award-winning  reseller of the
industry's   leading   technology   products   and  by   earning  a  variety  of
accreditations  such as Intel Premier  Provider,  Microsoft  System Builder Gold
Member, Symantec Authorized Education Reseller, and Iomega Premier Partner.

At the end of 2003,  management  concluded  that the  existing  business was not
viable as a `brick and mortar' operation, and initiated the changes necessary to
adopt the new strategy,  including closing the stores,  laying off employees and
transferring all business to e-commerce.  Negotiations were initiated to acquire
a new business and to divest the old HTCS business.


                                       5
<PAGE>


FISCAL YEAR ENDING FEBRUARY 29, 2004 EVENTS

On April  22,  2003,  we  entered  into an  Advisory  Agreement  (the  "Advisory
Agreement") with AltosBancorp Inc.  ("Altos")  pursuant to which Altos agreed to
act as our exclusive  business  advisor for a one year period.  Altos advised us
regarding  equity  and  debt  financings,   strategic   planning,   mergers  and
acquisitions,  and  business  developments.  The  Company  and  certain  of  its
principal shareholders agreed to pay Altos the following:

         (1) an option to purchase  10,000,000  of the  principal  shareholders'
shares of Common Stock and an irrevocable  proxy to vote all 15,838,448 of their
shares in the event that financing was obtained that the Company used to satisfy
HTCS's obligations to SunTrust Bank'

         (2) a cash fee equal to 10% of the gross  proceeds of the financing and
warrants  to  acquire a number of  shares  of Common  Stock  equal to 10% of the
Common Stock sold in such financing,  such warrants to have an exercise price of
$.01 per share and a term of five years, if Altos  introduces the Company to any
provider of equity financing which the Company agreed to;

         (3) a cash fee equal to 10% of the gross  cash  proceeds  of the merger
and  warrants to acquire a number of shares of Common  Stock equal to 10% of the
Common Stock issued in such merger,  such warrants to have an exercise  price of
$.01 per share and a term of five years, if Altos  introduced the Company to any
merger candidate with which the Company closes a transaction;

         (4) a cash fee  equal to 6% of any  debt,  3% of any  revolving  credit
line, 2% of any credit  enhancement  instrument and 10% of any revenue producing
contract if Altos  introduces  the  Company to any source of  capital,  which it
closes.  This obligation survives for a period of two years from the date of the
Advisory Agreement;

         (5) a  retainer  fee of  $30,000,  of which  $10,000  was paid upon the
settlement of The Company's  obligations  to SunTrust Bank and $20,000 was to be
paid when the Company closes a financing of at least $800,000; and

         (6) a  termination  fee equal to 50% of the fee that  Altos  would have
been paid had the  transaction  closed in the event  that the  Company  does not
proceed with a transaction arranged by Altos without just cause.

In  conjunction  with the  decision  to proceed  with the RWT  acquisition,  the
agreement with Altos has now been concluded.

On April 28, 2003, a merger  between the Company and Sanjay  Haryama  ("SH"),  a
Wyoming  corporation,  was effected.  The merger was based upon an Agreement and
Plan of Merger  dated April 28, 2003 among the  parties.  Pursuant to the merger
(i) SH was merged with and into the Company;  (ii) the SH shareholder  exchanged
1,000  shares  of  common  stock  of SH,  constituting  all of  the  issued  and
outstanding  capital  stock  of SH,  for an  aggregate  of 1,000  shares  of the
Company's  restricted common stock; and (iii) SH's separate corporate  existence
terminated.  The SH  shareholder  was Coachworks  Auto Leasing,  which is wholly
owned by Jehu Hand. The  determination  of the number of shares of the Company's
stock to be exchanged for the SH shares was based upon arms' length negotiations
between the parties.

Prior to the merger, SH completed a $1,000,000 financing transaction pursuant to
Rule  504 of  Regulation  D of the  General  Rules  and  Regulations  under  the
Securities Act of 1933 as amended pursuant to a Convertible  Debenture  Purchase
Agreement  (the  "Purchase  Agreement")  dated April 21, 2003  between SH and an
accredited Colorado investor (the "Investor").  In connection therewith, SH sold
a 1% $1,000,000 Convertible Debenture due April 20, 2008 (the "SH Debenture") to
the Investor.  The unpaid  principal  amount of the SH Debenture was convertible
into  unrestricted  shares of SH common  stock to be held in escrow  pending the
repayment or conversion of the SH Debenture. Pursuant to the merger, the Company
assumed  all  obligations  of SH under the SH  Debenture  and  issued the holder
thereof  its 1%  $1,000,000  Convertible  Debenture  due  April  28,  2008  (the
"Convertible  Debenture")  in exchange  for the SH  Convertible  Debenture.  The
material terms of the Convertible Debenture are identical to the terms of the SH
Convertible Debenture except that the unpaid principal amount of the Convertible


                                       6
<PAGE>

Debenture is convertible into unrestricted  shares of the Company's Common Stock
(the  "Common  Stock").  The per  share  conversion  price  for the  Convertible
Debenture  in  effect  on any  conversion  date is the  lesser  of (a)  $0.35 or
one-hundred  twenty-five percent (125%) of the average of the closing bid prices
per  share of the  Company's  Common  Stock  during  the five (5)  trading  days
immediately  preceding  April 29, 2003 or (b) one hundred  percent (100%) of the
average of the three (3) lowest  closing  bid prices per share of the  Company's
Common Stock during the forty (40) trading days  immediately  preceding the date
on which the holder of the Convertible  Debenture provides the escrow agent with
a notice of  conversion.  The  number of shares of the  Company's  Common  Stock
issuable  upon  conversion  is also  subject to  anti-dilution  provisions.  The
Investor's  right  to  convert  the  Convertible  Debenture  is  subject  to the
limitation  that the  Investor  may not at any time own more  than  4.99% of the
outstanding Common Stock of the Company, unless the Company is in default of any
provision of the  Convertible  Debenture or the Investor gives seventy five (75)
days advance notice of its intent to exceed the limitation.

Between the date of the merger and the end of November,  2003,  the  Convertible
Debenture was fully converted to Common Stock of the Company.

On April 28,  2003,  the  Company  announced  it had  entered  into a  financing
transaction  in which it has received a firm  commitment  from a private  equity
fund for the purchase of a $750,000 convertible  debenture from the Company (the
"Second  Debenture").  The  Second  Debenture  was not  closed  and the  Company
arranged  for  alternative  financing  under a  Factoring  Line of  Credit  with
Platinum Funding Corporation.

On April 29, 2003,  the Company  entered into an agreement  called an "Option to
Purchase"  ("Settlement  Agreement")  with SunTrust Bank under which the Company
agreed to settle all  pending  litigation  and satisfy  all  judgments  obtained
against the HTCS  subsidiary by SunTrust Bank. The Company agreed to pay a total
of $1.5  million  by August 28,  2003 in full  settlement  of all of  SunTrust's
claims  of  approximately  $3.7  million.  Under  the  terms  of the  Settlement
Agreement,  the Company  delivered $1.0 million dollars to SunTrust on April 29,
2003.  This  $1.0  million  represents  all of the  proceeds  of the sale of the
Convertible   Debenture.   The  Company  also  agreed  to  pay  SunTrust   three
installments  of  $65,000  each in June,  July and  August,  and the  balance of
$305,000 on or before  August 28,  2003.  The Company  used part of the proceeds
from the  Factoring  Line of Credit to pay the August 28,  2003  installment  of
$305,000 due to SunTrust Bank, and all other amounts were paid.

As a result of this settlement,  the Company reduced its current  liabilities by
approximately $4.8M, and obtained the ownership of the Sun Trust judgement,  per
the Settlement Agreement.

In May  2003,  Martin  Nielson  assumed  full  time  responsibilities  as  Chief
Executive  Office,  brought new  investors to the company,  and was chartered to
transform  the  Company  away from being a custom  systems  builder.  During the
fiscal  year,  the  Company  took steps  necessary  to design  the new  business
strategy and commenced the implementation of this strategy,  which also included
growth by acquisition. Among these steps taken were:

     o    construction  of the details of the new plan which led to the decision
          to transform and then divest HTCS

     o    restructuring  of the  personnel o reduction  of costs and writing off
          unproductive assets

     o    engagement of key professionals

     o    negotiating with sources of new investment

     o    identifying and negotiating with acquisition targets

Concurrent with the steps taken, the Company  aggressively pursued new financing
from debt and  equity  sources  to  increase  working  capital,  further  reduce
liabilities,  and to help  negotiate  acquisitions  to  provide a  platform  for
growth.

In November,  the Company signed an agreement to provide acquisition  financing.
This  agreement was announced  publicly but was never  concluded when the lender
failed to perform.  The Company  announced in its quarterly  filing that this it
had doubts that this transaction would close.


                                       7
<PAGE>

At the same time and due to the  substantial  requirement  for  capital  to keep
inventory  in multiple  outlets and to finance  receivables,  the Company  faced
significant  challenges to produce an adequate  return on investment  from HTCS.
The Company  restructured  operations  by shifting  its sales  operations  to an
online store operated by a third party.  This change was important.  It was much
more cost effective and far less capital  intensive.  We eliminated the overhead
of the  local  wholesale  outlets,  and all local  costs  became  variable.  Key
employees in the local  operations  were offered  positions with the contracting
company, yet HTCS retained benefit of the sales as part of the deal.

In February 2004, the Company  announced its planned  changes which included its
planned  acquisition of Robotic  Workspace  Technologies  (RWT) and the intended
divestiture of HTCS. Such changes were in keeping with the Company's new plan to
grow by acquisition-to  differentiate the company by adding unique technologies,
by converting to e-commerce  selling and  distribution  techniques and by adding
complementary,  higher margin  services.  The Company remains in discussion with
various  financing  sources  to allow  it  access  to the  financing  needed  to
complement the use of its stock in achieving these plans.

HISTORIC PRODUCTS & SERVICES

The  products  sold by HTCS  have  been  "Hy-Tech"  branded  computer  systems -
desktops,  notebooks and servers, computer components and peripherals,  computer
storage  products;  computer  operating  systems  and  office  software;  Compaq
computer systems - desktop and servers;  computer service; and computer warranty
work.

The Company is no longer actively selling any of these products.

COMPETITIVE SITUATION

HTCS has different  competitors  in the two basic markets - the reseller  market
and direct to the IT market.

Primary  competitors  for the  reseller  customers  are the  national  or  large
regional  distribution  companies.  The main advantages of these competitors are
size  and  price.  In  its  direct  sales  to IT  departments,  be  they  in the
commercial,  government or education  fields,  HTCS competed  primarily with the
large  computer  manufacturers.   The  large  computer  manufacturers  have  the
advantage of size and name  recognition.  When the IT departments  require parts
rather than  systems,  HTCS competed for this  business  primarily  with on-line
computer  components  suppliers.  These  companies  treat  this  business  as  a
commodity  and  compete  strictly  on price.  Competition  in HTCS's two primary
markets is very active.

INTELLECTUAL PROPERTY

We hold no patents, or trademarks.  We do hold the appropriate business licenses
to operate.

GOVERNMENT AUTHORIZATION

The only  government  approvals  required for our  operations are local business
licenses.

RESEARCH AND DEVELOPMENT

HTCS  developed  two  web  sites  for  providing  technical  information  to its
customers,  selling product to its existing  customers,  and the second site has
been  developed for selling  product to the end user  customers that we have not
previously targeted.

EMPLOYEES

The Company currently employs no full-time employees.


                                       8
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

During  fiscal year ended  February 29,  2004,  HTCS leased two  buildings  from
related parties.  The building  located at 1826 Boy Scout Drive,  Fort Myers, FL
consists of 4,600 square feet,  and HTCS leased it for  $3,400.00  monthly.  The
lease  expires  December 31,  2010,  and HTCS has the option of extending it for
five  more  years  with a rent  escalation  equal to the  consumer  price  index
increase over the term of the first lease period.  The building  located at 1840
Boy Scout Drive,  Fort Myers, FL consists of 11,320 square feet, and HTCS leases
it for $6,325 monthly.  The lease expires  December 31, 2010, and Hy-Tech has an
option to extend it for five years with a rent escalation  equal to the consumer
price  index  increase  over the term of the first lease  period.  Both of these
buildings are owned by Lee Coast Enterprises, Inc. Margaret L. Conklin, (wife of
Craig  Conklin),  as  trustee,  owns 33% of the stock of Lee Coast  Enterprises.
Susan McNear,  (wife of Gary McNear),  as trustee,  owns 33% of the stock of Lee
Coast Enterprises.  Gary McNear is President of Lee Coast Enterprises, Inc. Both
of  these  buildings  are  leased  at  market  rates.  Gary  McNear  is our vice
president,  chief financial officer,  secretary and a director. Craig Conklin is
our vice president, chief operating officer and director.

The following table sets forth the locations,  monthly rent and expiration dates
for the leases at our distribution centers:

-------------------- ----------------- ------------ -----------
City                 Expiration Date   Monthly Rent Square Feet
-------------------- ----------------- ------------ -----------
Birmingham, AL       09/30/2003        $2,500.00    3,113.00
-------------------- ----------------- ------------ -----------
Pensacola, FL        12/31/2003        $2,000.00    2,200.00
-------------------- ----------------- ------------ -----------
Knoxville, TN        02/28/2004        $2,585.00    3,000.00
-------------------- ----------------- ------------ -----------
Ocala, FL            09/30/2003        $1,527.54    2,550.00
-------------------- ----------------- ------------ -----------
Lexington, KY        04/30/2004        $2,000.00    3,000.00
-------------------- ----------------- ------------ -----------
Madison, WI          03/31/2005        $2,458.00    2,900.00
-------------------- ----------------- ------------ -----------
Fort Myers, FL       12/31/2010        $6,325.00    11,320.00
-------------------- ----------------- ------------ -----------
Fort Myers, FL       12/31/2010        $3,400.00    4,600.00
-------------------- ----------------- ------------ -----------
West Palm Beach, FL  08/31/2005        $2,337.00    2,850.00
-------------------- ----------------- ------------ -----------
Naples, FL           12/31/2004        $2,170.00    3,000.00
-------------------- ----------------- ------------ -----------
Nashville, TN        03/31/2004        $5,054.00    4,700.00
-------------------- ----------------- ------------ -----------
Colorado Springs, CO 05/31/2005        $2,736.00    3,200.00
-------------------- ----------------- ------------ -----------
Chattanooga, TN      02/28/2004        $2,275.00    2,240.00
-------------------- ----------------- ------------ -----------
Melbourne, FL        Monthly occupancy $1,823.00    2,000.00
-------------------- ----------------- ------------ -----------
Sarasota, FL         Monthly occupancy $1,718.00    2,200.00
-------------------- ----------------- ------------ -----------
Mobile, AL           03/31/2004        $1,710.00    2,400.00
-------------------- ----------------- ------------ -----------
Louisville , KY      06/30/2004        $1,425.00    2,300.00
-------------------- ----------------- ------------ -----------

ITEM 3. LEGAL PROCEEDINGS

There are multiple lawsuits against HTCS by Vendors seeking to recover money for
product delivered to HTCS.

HYTT is not involved in any other material pending legal proceedings, other than
routine  litigation  incidental to our  business,  to which we are a party or of
which any of our property is subject.


                                       9
<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS



                                       10
<PAGE>



                                     PART II

ITEM 5.  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Reports to Security Holders

We are a reporting company with the Securities and Exchange Commission,  or SEC.
The  public  may read and copy any  materials  filed  with the SEC at the  SEC's
Public  Reference Room at 450 Fifth Street N.W.,  Washington,  D.C.  20549.  The
public may also obtain information on the operation of the Public Reference Room
by calling the SEC at  1-800-SEC-0330.  The SEC  maintains an Internet site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding  issuers  that file  electronically  with the SEC. The address of that
site is http://www.sec.gov.

Prices of Common Stock

Since  February  2002, we have been eligible to  participate in the OTC Bulletin
Board,  an electronic  quotation  medium for  securities  traded  outside of the
Nasdaq Stock Market,  and prices for our common stock were  published on the OTC
Bulletin  Board  under  the  trading  symbol  "SRMW"  until  such  time  as  our
acquisition  of Hy-Tech  Technology  Group,  Inc.  on January  31, 2003 when our
symbol became HYTT.

The following table sets forth, for the fiscal quarters indicated,  the high and
low  closing   sales  price  of  our  Common  Stock  as  reported  on  the  NASD
Over-the-Counter  Bulletin  Board for each  quarterly  period during fiscal year
ended February 29, 2004.

                                                    Common Stock
                                              ------------------------
Year Ended February 29, 2004                    High             Low
                                              --------        --------
First quarter                                 $   1.00        $   0.12
Second quarter                                $   0.19        $   0.02
Third Quarter                                 $   0.08        $   0.04
Fourth Quarter                                $   0.07        $   0.02


There are approximately 50 record holders of common equity.

We have  outstanding  98,677,406  shares of our common  stock.  Of these shares,
98,677,406  shares are freely tradable without  restriction under the Securities
Act unless  held by our  "affiliates"  as that term is defined in Rule 144 under
the Securities Act. These shares will be eligible for sale in the public market,
subject to certain volume  limitations and the expiration of applicable  holding
periods under Rule 144 under the Securities Act.  Non-affiliates  currently hold
56,246,129  shares of our common stock,  or fifty-seven  percent  (57%),  of our
outstanding shares. In general,  under Rule 144 as currently in effect, a person
(or persons whose shares are aggregated) who has  beneficially  owned restricted
shares for at least one year (including the holding period of any prior owner or
affiliate)  would be entitled to sell within any three-month  period a number of
shares  that does not  exceed  the  greater  of (1)% of the  number of shares of
common stock then  outstanding  or (2) the average  weekly trading volume of the
common stock during the four calendar  weeks  preceding the filing of a From 144
with  respect to such  sale.  Sales  under Rule 144 are also  subject to certain
manner of sale  provisions and notice  requirements  and to the  availability of
current  public  information  about us. Under Rule  144(k),  a person who is not
deemed to have  been an  affiliate  of us at any time  during  the three  months
preceding a sale, and who has beneficially  owned the shares proposed to be sold
for at least two years  (including  the holding period of any prior owner except
an affiliate), is entitled to sell such shares without complying with the manner
of sale, public information, volume limitation or notice provisions of Rule 144.


                                       11
<PAGE>

We can offer no  assurance  that an active  public  market  in our  shares  will
develop.  Future sales of substantial amounts of our shares in the public market
could  adversely  affect  market prices  prevailing  from time to time and could
impair our ability to raise capital through the sale of our equity securities.

Dividend Policy

We have  never  declared  or paid any cash  dividends  on our common  stock.  We
anticipate  that any earnings will be retained for  development and expansion of
our  business  and  we do  not  anticipate  paying  any  cash  dividends  in the
foreseeable  future.  Our board of  directors  has sole  discretion  to pay cash
dividends  based on our  financial  condition,  results of  operations,  capital
requirements, contractual obligations and other relevant factors.

There  are no  outstanding  options  or  warrants  to  purchase,  or  securities
convertible into, shares of our common stock. There are no outstanding shares of
our common stock that we have agreed to register  under the  Securities  Act for
sale by security holders.

Penny Stock Regulation

Shares of our common stock are subject to rules  adopted by the  Securities  and
Exchange  Commission  that regulate  broker-dealer  practices in connection with
transactions in "penny  stocks".  Penny stocks are generally  equity  securities
with a price of less than $5.00  (other than  securities  registered  on certain
national  securities  exchanges or quoted on the Nasdaq  system,  provided  that
current  price and volume  information  with  respect to  transactions  in those
securities is provided by the exchange or system). The penny stock rules require
a  broker-dealer,  prior to a transaction in a penny stock not otherwise  exempt
from those rules,  deliver a standardized  risk disclosure  document prepared by
the Securities and Exchange Commission, which contains the following:

     o    a description  of the nature and level of risk in the market for penny
          stocks in both public offerings and secondary trading;

     o    a description  of the broker's or dealer's  duties to the customer and
          of the rights and remedies  available to the customer  with respect to
          violation to such duties or other requirements of securities' laws;

     o    a brief, clear,  narrative  description of a dealer market,  including
          "bid" and "ask"  prices for penny stocks and the  significance  of the
          spread between the "bid" and "ask" price;

     o    a toll-free telephone number for inquiries on disciplinary actions;

     o    definitions of significant terms in the disclosure  document or in the
          conduct of trading in penny stocks; and

     o    such other information and is in such form (including language,  type,
          size and format),  as the  Securities  and Exchange  Commission  shall
          require by rule or regulation.

Prior to effecting any transaction in penny stock, the  broker-dealer  also must
provide the customer the following:

     o    the bid and offer quotations for the penny stock;

     o    the  compensation  of the  broker-dealer  and its  salesperson  in the
          transaction;



                                       12
<PAGE>


     o    the number of shares to which such bid and ask prices apply,  or other
          comparable  information  relating  to the depth and  liquidity  of the
          market for such stock; and

     o    monthly  account  statements  showing  the market  value of each penny
          stock held in the customer's account.

In  addition,  the penny stock rules  require that prior to a  transaction  in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure  requirements may have the effect of reducing the trading activity in
the secondary  market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have  difficulty  selling those shares
because our common stock will probably be subject to the penny stock rules.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR  PLAN OF
         OPERATION.

BACKGROUND

Beginning in July 2004,  Hy-Tech  Technology  Group, Inc. will operate under the
new name of Innova Holdings. This new name is more synonymous with the Company's
plan to  grow by  acquisition  and to  differentiate  the  company  with  unique
technologies.

In July 2004,  the Company will  increase its  authorized  shares to 900 million
from 100 million.  The increase  would allow the company to issue new shares for
acquisitions, or to secure financing for operations or strategic partnerships.

In February 2004,  the Company  announced it had entered into a Letter of Intent
to acquire Robotic Workspace Technologies, Inc. (RWT). RWT, based in Fort Myers,
Florida,  is a  privately-held  company  founded in 1994 to enhance the field of
robotics  with  commercially  available,  patented  products  to  improve  robot
performance, applicability, and productivity.

In Feburary 2004,  the Company  announced it had entered into a Letter of Intent
for the sale of its wholly owned subsidiary,  Hy-Tech Computer Systems (HTCS) to
Aegis, Inc.

The Company  remains in discussion  with various  financing  sources to allow it
access to the financing  needed to complement  the use of its stock in achieving
these plans.

In February 2004, the Company  announced its planned  changes which included its
planned  acquisition of Robotic  Workspace  Technologies  (RWT) and the intended
divestiture  of Hy-Tech  Computer  Systems  (HTCS).  Such  changes  support  the
Company's plan to grow by acquisition and  differentiate the company with unique
technologies,  by converting to e-commerce  selling and distribution  techniques
and by adding  complementary,  higher margin  services.  The Company  intends to
raise additional  working capital through private  placements,  public offerings
and/or bank financing.

There is presently no on-going business being carried on directly by the Company
while it seeks to conclude these two transactions.

CRITICAL ACCOUNTING POLICIES

The Company  prepared its consolidated  financial  statements in accordance with
accounting  principles  generally accepted in the United States of America.  The
preparation  of these  financial  statements  requires the use of estimates  and
assumptions  that affect the reported  amounts of assets and liabilities and the
disclosure of


                                       13
<PAGE>

contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amount of revenues  and  expenses  during the  reporting  period.
Management  periodically  evaluates the estimates and judgments made. Management
bases its  estimates  and  judgments  on  historical  experience  and on various
factors  that are  believed to be  reasonable  under the  circumstances.  Actual
results may differ from these estimates as a result of different  assumptions or
conditions.

The following critical accounting policies affect the more significant judgments
and estimates used in the  preparation of the Company's  consolidated  financial
statements.

VENDOR PROGRAMS

Funds received from vendors for price protection, product rebates, marketing and
training,   product  returns  and  promotion  programs  have  been  recorded  as
adjustments to product costs,  revenue or sales and marketing expenses according
to the nature of the program. HTCS recorded estimated reductions to revenues for
incentive offerings and promotions.

ACCOUNTS RECEIVABLE

HTCS  recognized  revenue when  persuasive  evidence of an  arrangement  exists,
delivery  has  occurred,   the  sales  price  is  fixed  or  determinable,   and
collectibility wass probable.  HTCS recorded estimated reductions to revenue for
incentive offerings and promotions.

In order to determine the value of HTCS's accounts  receivable,  HTCS recorded a
provision for doubtful  accounts to cover  probable  credit  losses.  Management
reviews and adjusts this allowance  periodically based on historical  experience
and its evaluation of the collectibility of outstanding accounts receivable.

INVENTORIES

Inventories  are stated at the lower of cost or market.  Cost is  determined  by
using the average cost method. HTCS maintains a perpetual inventory system which
provides for  continuous  updating of average  costs.  HTCS evaluates the market
value of its  inventory  components  on a regular basis and reduces the computed
average cost if it exceeds the  component's  market value.  Inventories  consist
primarily of computer parts and components purchased from vendors.

INCOME TAXES

HTCS  records a valuation  allowance  to reduce its  deferred  tax assets to the
amount that is more likely than not to be realized. In the event the Company was
to  determine  that it would be able to realize its  deferred  tax assets in the
future in excess of its  recorded  amount,  an  adjustment  to the  deferred tax
assets  would be credited to  operations  in the period such  determination  was
made.  Likewise,  should  the  Company  determine  that it would  not be able to
realize all or part of its deferred tax assets in the future,  an  adjustment to
the  deferred  tax  assets  would be charged to  operations  in the period  such
determination was made.

RESULTS OF OPERATIONS

During the fiscal year ended February 28, 2004 (the "2004 Period") revenues were
$8,985,425,  compared to revenues  of  $23,954,115  during the fiscal year ended
February  28,  2003  (the  "2003   Period").   This  represents  a  decrease  of
approximately  62.5%.  This  decrease is due to  restrictions  on our  inventory
purchases that were imposed by our primary lender, SunTrust Bank and the general
decrease  in the  information  technology  business  that  occurred  during this
period.

Gross  margins were  $1,041,770  during the 2004 Period  compared to  $3,112,371
during the 2003 Period. Gross margins as a percentage of revenues decreased from
approximately  13.0% during the 2003 Period to 11.6% during the 2004 Period. The
decrease  in gross  margin was due to HTCS  having to  purchase  inventory  from
higher cost vendors due to the lack of liquidity  that resulted from its lending
arrangements.


                                       14
<PAGE>

General,  administrative  and selling  expenses were $6,461,493  during the 2004
period  compared  to  $4,551,570  during the 2003  period.  Included in general,
administrative and selling expenses during the 2004 period was $287,210 of costs
directly related to maintaining the public company.

Interest  expense was $482,405  during the 2004 Period and  $216,616  during the
2003 Period.  This increase was due to higher interest costs associated with the
Factoring Line of Credit entered into with Platinum Funding Corporation in 2004.

Net  loss  for  the  2004  Period  was  $2,403,201,  compared  to a net  loss of
$1,661,617 for the 2003 Period, due to the factors described above.

LIQUIDITY AND CAPITAL RESOURCES

At February 29, 2004, we had cash of $0,  current assets of $114,650 and current
liabilities of $2,585,402. At February 29, 2004, we had negative working capital
of $2,470,752.

On April 29, 2003, we settled our claims with SunTrust  pursuant to a Settlement
Agreement  for  aggregate  payments  of $1.5  million.  Under  the  terms of the
Settlement Agreement,  the Company delivered $1.0 million dollars to SunTrust on
April 29, 2003. This $1.0 million represented all of the proceeds of the sale of
a Convertible Debenture that was issued to a private investor. We also agreed to
pay SunTrust three  installments of $65,000 each in June,  July and August.  The
balance of $305,000  was paid from the portion of  proceeds  received  under the
Factoring Line of Credit with Platinum Funding Corporation.

We are overdue with  payments to numerous  vendors.  As of February 29, 2004, we
had outstanding accounts payable of $2,081,774 and accrued expenses of $367,375,
reflecting  our  inability to pay our  vendors.  Our main source of funds during
fiscal  year  ended  February  28,  2003  was  our  credit  facility  which  was
terminated.  During fiscal year ended  February 29, 2004, we raised $1.0 million
through the sale the Convertible Debenture. All of the proceeds from the sale of
the Convertible Debenture were used to pay SunTrust.  The Company also used part
of the  proceeds  from  the  Factoring  Line  of  Credit  to pay  the  remaining
installments due to SunTrust Bank.

Currently,  because of both our low stock price and our losses, we have not been
able to raise  funds  through the sale of our equity  securities.  We may not be
able to obtain any additional funding, and, if we are not able to raise funding,
we may be unable to continue in business.  Furthermore,  if we are able to raise
funding in the equity markets, our stockholders will suffer significant dilution
and the issuance of securities  may result in a change of control.  Management's
plans with respect to these  matters  include its attempts to settle claims with
vendors where possible.  Management  cannot provide any assurance that its plans
will be successful in alleviating  its liquidity  concerns.  Further,  we cannot
guaranty that  additional  funding will be available on favorable  terms,  if at
all. If we are unable to obtain debt and/or equity financing upon terms that our
management deems sufficiently  favorable,  or at all, it would have a materially
adverse impact upon our ability to pursue our business strategy and maintain our
current operations.

Going Concern Qualification

In their review of our financial  statements  for the period ended  February 28,
2004,  included in this report,  our independent  accountants have noted factors
which raise  substantial doubt about our ability to continue as a going concern.
Our accountants  have noted that we will require  additional  working capital to
develop and support our  technologies and business until we either (1) achieve a
level of revenues adequate to generate sufficient cash flows from operations; or
(2) obtain  additional  financing  necessary  to  support  our  working  capital
requirements.


                                       15
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

The audited  financial  statements,  together with the  independent  accountants
report thereon of Malone & Bailey,  PLLC appears herein,  immediately  following
the Exhibits to this Report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

Effective  March  5,  2003,  the  client-auditor  relationship  between  Hy-Tech
Technology Group,  Inc.,  formerly SRM Networks and Quintanilla,  a Professional
Accountancy  Corporation  ("Quintanilla")  ceased as the former  accountant  was
dismissed.  On that  date,  the  Company  engaged  Malone & Bailey,  PLLC as its
principal independent public accountant. The decision to engage Malone & Bailey,
PLLC was made by the Company's  Finance and Audit  Committee in accordance  with
Section  301 of the  Sarbanes-Oxley  Act of  2002.  The  change  is based on the
relocation  of the  Company's  principal  place of business  from  California to
Florida.

Malone & Bailey,  PLLC is succeeding  Quintanilla.  Quintanilla's  report on the
financial statements of SRM Networks since its inception on June 8, 2001 through
December 31, 2001 and any later interim  period up to and including the date the
relationship  with  Quintanilla  ceased,  did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.

In connection  with the audit of SRM Network's first and most recent fiscal year
ending  December 31, 2001 and any later  interim  period,  including the interim
period up to and including the date the relationship  with  Quintanilla  ceased,
there have been no  disagreements  with Quintanilla on any matters of accounting
principles or practices,  financial  statement  disclosure of auditing  scope or
procedure,  which  disagreements,   if  not  resolved  to  the  satisfaction  of
Quintanilla  would have  caused  Quintanilla  to make  reference  to the subject
matter of the  disagreements  in  connection  with its  report  on the  Company'
financial statements.  Since the Company's inception on June 8, 2001, there have
been no reportable events as defined in Item 301(a)(1)(v) of Regulation S-K.

The Company has authorized  Quintanilla to respond fully to any inquiries of any
new auditors hired by the Company  relating to their engagement as the Company's
independent  accountant.  The Company has requested that Quintanilla  review the
disclosure and  Quintanilla has been given an opportunity to furnish the Company
with a  letter  addressed  to the  Commission  containing  any new  information,
clarification of the Company's  expression of its views, or the respect in which
it does not agree with the statements made by the Company herein.

The Company has not previously  consulted  with Malone & Bailey,  PLLC regarding
either (i) the application of accounting principles to a specified  transaction,
either  completed or proposed;  or (ii) the type of audit  opinion that might be
rendered on the  Company's  financial  statements;  or (iii) any matter that was
either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation   S-K  and  the  related   instructions)   between  the  Company  and
Quintanilla,  the Company's previous  independent  accountant,  as there were no
such  disagreements or another reportable event (as defined in Item 304(a)(1)(v)
of Regulation S-K) from the Company's  inception  through  December 31, 2001 and
any later interim  period,  including the interim period up to and including the
date the relationship with Quintanilla  ceased. The Company has not received any
written or oral advice concluding there was an important factor to be considered
by the  Company  in  reaching  a  decision  as to an  accounting,  auditing,  or
financial  reporting  issue.  Malone & Bailey,  PLLC has reviewed the disclosure
required by Item  304(a)  before it was filed with the  Commission  and has been
provided an  opportunity  to furnish the Company with a letter  addressed to the
Commission  containing  any  new  information,  clarification  of the  Company's
expression  of its views,  or the  respects  in which it does not agree with the
statements made by the Company in response to Item 304(a). Malone & Bailey, PLLC
did not furnish a letter to the Commission.


                                       16
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Our directors and principal executive officers are as specified on the following
table:

Name              Age Position
================= === ==========================================================
Martin Nielson    52  Previously Chief Executive Officer and Chairman of the
                      Board of Directors; Director
Gary F. McNear    59  Chief Financial Officer, Vice President, Secretary and
                      Director
Craig W. Conklin  54  Chief Operating Officer, Vice President and Director
================= === ==========================================================

MARTIN  NIELSON was our Chief  Executive  Officer  and  Chairman of the Board of
Directors  since May 2003. He resigned  effective June 1, 2004. Mr. Nielson is a
principal of Altos Bancorp,  Inc.,  serving as its Chairman and Chief  Executive
Officer since November 2002. He has also served as Chief  Executive  Officer and
director of Inclusion  Inc.  since  September  2000.  Mr. Nielson and Altos were
instrumental  in  assisting  the  Company  in the  negotiations  that led to the
Company's  settlement of its  litigation  with SunTrust Bank and in securing the
financing that funded that  settlement.  Mr. Nielson will continue as a director
of the Company.  Mr. Nielson is a senior executive with extensive  experience in
operations  and finance.  He has been a business  builder for 30 years with such
companies as Gap,  Businessland,  and Corporate  Express and now will bring that
very relevant fast-growth, public company experience to Hy-Tech.

Altos,  which is an outgrowth of Nielson's M&A practice  during his ten years in
London is engaged in  providing  investment  banking  and  business  development
services to growth oriented, emerging companies throughout the United States and
Europe.  Altos had been retained by the Company to act as its business  advisor,
but  that  contract  has  now  been  concluded  to  coincide  with  the  planned
acquisition of RWT.

GARY F. MCNEAR has been our Chief Financial Officer,  Vice President,  Secretary
and Director  since May 2003.  From January 2003,  through May 2003 he served as
Chief  Executive  Officer and Director of the Company.  Mr. McNear has served as
the Chief  Executive  Officer,  Chairman of the Board,  and Treasurer of Hy-Tech
Computer  Systems since HTCS's  inception in November  1992,  and was a founding
shareholder. Mr. McNear has also served as Secretary of Hy-Tech Computer Systems
since March 2001. Hy-Tech Computer Systems aquired us in a reverse acqusition in
January  2003.  Mr.  McNear's  duties  include   banking   relationships,   cash
management,  and  financial  reporting.  Mr.  McNear's  formal  education  is in
Industrial  Administration  at Iowa  State  University.  Mr.  McNear is a former
officer and pilot in the U.S. Air Force, and a former airline pilot.

CRAIG W.  CONKLIN  has been our Chief  Operating  Officer,  Vice  President  and
Director  since May 2003.  From  January  2003  through  May 2003,  he served as
President and Director of the Company.  Mr.  Conklin has served as President and
Director of Hy-Tech  Computer  Systems since HTCS's  inception in November 1992,
and was a founding shareholder. Hy-Tech Computer Systems aquired us in a reverse
acqusition  in  January  2003.  Mr.  Conklin's  duties  include   marketing  and
operations  of the Company.  Mr.  Conklin holds a B.S. in  engineering  from the
Dartmouth College, and an MBA from the Amos Tuck School of business. Mr. Conklin
was formerly  employed by  Owens-corning  Fiberglas,  inc.  and he  successfully
operated and sold Golf & Electric Carriages,  Inc., a local  distributorship for
Club Car Golf Carts.

There is no family relationship between any of our officers or directors.  There
are  no  orders,   judgments,   or  decrees  of  any   governmental   agency  or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license,  permit or other  authority  to engage in the  securities
business or in the sale of a particular  security or  temporarily or permanently
restraining  any of our officers or directors from engaging in or continuing any
conduct,  practice or  employment  in  connection  with the  purchase or sale of
securities,  or convicting such person of any felony or misdemeanor  involving a
security, or any aspect of the securities business or of theft or of any felony.
Our  officers  and  directors  serve  the  same  functions  of our  wholly-owned
subsidiary HTCS.


                                       17
<PAGE>

Our  directors  will serve until the next annual  meeting of  stockholders.  Our
executive  officers are  appointed  by our Board of  Directors  and serve at the
discretion of the Board of Directors.

Section 16(a) Beneficial  Ownership  Reporting  Compliance.  We believe that our
officers,  directors, and principal shareholders have filed all reports required
to be  filed  on,  respectively,  a  Form 3  (Initial  Statement  of  Beneficial
Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership
of  Securities),  or a Form 5  (Annual  Statement  of  Beneficial  Ownership  of
Securities).

ITEM 10.  EXECUTIVE COMPENSATION

Any compensation received by our officers,  directors,  and management personnel
will be determined  from time to time by our board of  directors.  Our officers,
directors,  and management  personnel  will be reimbursed for any  out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table

The table set forth below  summarizes the annual and long-term  compensation for
services payable to our executive  officers during the years ending February 28,
2003,  2002 and 2001. Our board of directors may adopt an incentive stock option
plan for our executive officers which would result in additional compensation.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                       Long Term Compensation
                                                                         -----------------------------------------------
                                          Annual Compensation                      Awards                  Payouts
                           -------------------------------------------   ------------------------   --------------------
                                                                         Restricted    Securities              All Other
                                                         Other Annual       Stock      Underlying     LTIP      Compen-
         Name &                       Salary    Bonus    Compensation      Awards       Options/    Payouts     sation
   Principal Position       Year       ($)       ($)          ($)            ($)        SARs (#)      ($)         ($)
------------------------    -----   --------   -------  --------------   ----------    ----------   --------   ----------
<S>                         <C>      <C>       <C>      <C>              <C>           <C>          <C>        <C>
Gary F. McNear,             2003    -75,000-     -0-          -0-            -0-          -0-         -0-         -0-
Chief Executive Officer
  and Director
                            2002       -0-       -0-          -0-            -0-          -0-         -0-         -0-

                            2001       -0-       -0-          -0-            -0-          -0-         -0-         -0-


                                                                         Restricted    Securities              All Other
                                                         Other Annual       Stock      Underlying     LTIP      Compen-
         Name &                       Salary    Bonus    Compensation      Awards       Options/    Payouts     sation
   Principal Position       Year       ($)       ($)          ($)            ($)        SARs (#)      ($)         ($)
------------------------    -----   --------   -------  --------------   ----------    ----------   --------   ----------
Craig W. Conklin,           2003    -75,000-     -0-          -0-            -0-          -0-         -0-         -0-
President and Director
                            2002       -0-       -0-          -0-            -0-          -0-         -0-         -0-

                            2001       -0-       -0-          -0-            -0-          -0-         -0-         -0-

</TABLE>

Compensation of Directors.

Our  directors  receive  no  compensation  for  their  service  on our  board of
directors.


                                       18
<PAGE>

On April 28, 2003, we entered into an employment  agreement with Gary F. McNear,
our Chief Financial Officer, Vice President,  Secretary and Director. Mr. McNear
is paid a base  salary  of $1,500  per week,  and is also paid $500 per week for
each week during any month in which earnings (defined as "EBITDA") exceeds 5% of
our sales. The agreement is for a term of two years. The agreement restricts Mr.
McNear from  competing  with us,  soliciting  our  customers or  employees,  and
interfering  with our business during the term of the agreement and for one year
thereafter.  Mr. McNear agreed to keep our business  trade secrets  confidential
and not to make use of them. In the event we terminate Mr. McNear without cause,
we must pay him  severance,  consisting  of our  choice of  $250,000  or 250,000
shares of our common stock. Under the agreement,  Mr. McNear was also granted an
option to acquire  500,000  shares of our common  stock,  at a price of $.01 per
share,  expiring five years from the date of grant. The options vest at the rate
of 25% per year provided Mr. McNear remains our employee, and 25% of the options
also vest during any quarter in which earnings  (defined as "EBITDA") exceeds 5%
of our sales.

On April 28,  2003,  we  entered  into an  employment  agreement  with  Craig W.
Conklin, our Chief Operating Officer, Vice President,  and Director. Mr. Conklin
is paid a base  salary  of $1,500  per week,  and is also paid $500 per week for
each week during any month in which earnings (defined as "EBITDA") exceeds 5% of
our sales. The agreement is for a term of two years. The agreement restricts Mr.
Conklin from  competing  with us,  soliciting  our customers or  employees,  and
interfering  with our business during the term of the agreement and for one year
thereafter.  Mr. Conklin agreed to keep our business trade secrets  confidential
and not to make use of them.  In the  event we  terminate  Mr.  Conklin  without
cause,  we must pay him  severance,  consisting  of our  choice of  $250,000  or
250,000 shares of our common stock.  Under the  agreement,  Mr. Conklin was also
granted an option to acquire  500,000 shares of our common stock,  at a price of
$.01 per share,  expiring five years from the date of grant. The options vest at
the rate of 25% per year provided Mr. Conklin  remains our employee,  and 25% of
the options also vest during any quarter in which earnings (defined as "EBITDA")
exceeds 5% of our sales.

In January 2003, Craig W. Conklin, our President,  and Gary F. McNear, our Chief
Executive  Officer,  entered into a consulting  agreement with Hy-Tech  Computer
Systems  relating to the negotiation of a reduced loan amount due SunTrust Bank.
Pursuant to the consulting  agreement,  Hy-Tech  Computer  Systems agreed to pay
each of Messrs.  Conklin and McNear six percent of the discounted  amount of the
loan due  SunTrust  Bank.  In  consideration  for six percent of the  discounted
amount,  Messrs.  Conklin and McNear agreed to forego any  compensation due them
for the past two years.

Options Granted During Fiscal Year Ending February 29, 2004

The following table sets forth  information  concerning stock options granted to
our executive officers and directors named in the summary compensation table for
the fiscal year ending February 28, 2004:


<TABLE>
<CAPTION>

                                   Percentage of Total of
                      Number of     Options Granted to
                  Shares Underlying   Employees During       Exercise Price
NAME               Options Granted        Fiscal Year            Per Share       Expiration Date
---------------   ----------------- --------------------     ---------------     ---------------
<S>               <C>               <C>                      <C>                 <C>
Gary F. McNear          None             _________             _________          _________

Craig W. Conklin

</TABLE>

Options Exercised In Last Fiscal Year and Fiscal Year-End Option Values


                                       19
<PAGE>


<TABLE>
<CAPTION>

                  Shares                          Number of Shares Underlying      Value of Unexercised
                Acquired on           Value          Unexercised Options at      In-the-Money Options at
Name              Exercise          Realized            Fiscal Year-End              Fiscal Year-End
--------------  -----------        ----------    -----------------------------   --------------------------
                                                 Exercisable     Unexercisable   Exercisable  Unexercisable
                                                 -------------   -------------   -----------  -------------
<S>              <C>                <C>          <C>             <C>             <C>          <C>
Gary F. McNear       0                  0             0            __________        0              0

Craig W. Conklin     0

</TABLE>

None of our  directors or officers was granted or exercised an option during the
fiscal year ended February 29, 2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following  table sets forth  certain  information  regarding the  beneficial
ownership of our common stock as of May 31, 2004, by each person or entity known
by us to be the beneficial  owner of more than 5% of the  outstanding  shares of
common stock, each of our directors and named executive officers, and all of our
directors  and  executive  officers as a group.  Beneficial  ownership  has been
determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934,
as  amended.  Generally,  a person  is deemed  to be the  beneficial  owner of a
security if he has the right to acquire  voting or  investment  power  within 60
days.

<TABLE>
<CAPTION>

--------------------------------------------------------------------- ------------------------------------ --------------------
Name and Address of Beneficial Owner                                  Amount and Nature of Beneficial      Percent of Class
                                                                      Ownership
--------------------------------------------------------------------- ------------------------------------ --------------------
<S>                                                                   <C>                                  <C>
Altos Bancorp, Inc.                                                   10,000,000                           10%
101 First Street, #493
Los Altos, CA 94022
--------------------------------------------------------------------- ------------------------------------ --------------------
Martin Nielson, formerly Chief Executive Officer and Chairman of      __0_______ (2)                       _0__%
the Board of Directors, now Director
Hy-Tech Technology Group, Inc.
1840 Boy Scout Drive
Fort Myers, Florida 33907
--------------------------------------------------------------------- ------------------------------------ --------------------
Gary F. McNear, Chief Financial Officer, Vice President, Secretary    5,176,948    (3)                     _5.2__%
and Director
Hy-Tech Technology Group, Inc.
1840 Boy Scout Drive
Fort Myers, Florida 33907
--------------------------------------------------------------------- ------------------------------------ --------------------
Craig W. Conklin, Chief Operating Officer, Vice President and         5,176,948   (4)                      5.2%
Director
Hy-Tech Technology Group, Inc.
1840 Boy Scout Drive
Fort Myers, Florida 33907
--------------------------------------------------------------------- ------------------------------------ --------------------

</TABLE>

         (1) On April  29,  2003,  the Gary F.  McNear  Revocable  Trust  ("Gary
Trust"),  the Susan M. McNear  Revocable  Trust  ("Susan  Trust"),  the Craig M.
Conklin  Revocable Trust ("Craig  Trust") and the Margaret L. Conklin  Revocable
Trust ("Margaret Trust") (collectively the "Trusts") entered into a Stock Option
and Irrevocable  Proxy Agreement with Altos.  Gary McNear is the Chief Financial
Officer, Vice President,  Secretary and Director of The Company and Susan McNear
is his wife. Craig M. Conklin is the Chief Operating Officer, Vice President and
a Director of the Company and  Margaret  Conklin is his wife.  The Trusts own an
aggregate of 15,838,444 shares of the Company's Common Stock. The Trusts granted
to Altos an option to acquire  10,000,000  of their  shares of Common  Stock for
$.01 per share for a period of three years.  The Trusts also granted to Altos an
irrevocable  proxy to vote their shares.  The irrevocable proxy is for a term of
three years with  respect to the  10,000,000  shares of Common Stock held by the
Trusts that are  subject to the option to purchase  and for a term of six months
with respect to the 5,838,444 shares of Common Stock held by the Trusts that are
not  subject to the option to  purchase.  The  following  table  summarizes  the
options and proxies granted by the Trusts to Altos:


                                       20
<PAGE>


<TABLE>
<CAPTION>

--------------- ----------------------------- ------------------------------ ---------------------------
                Shares   Subject   to  Altos  Shares  Subject to Three Year  Shares   Subject   to  Six
                Option                        Proxy                          Month Proxy
--------------- ----------------------------- ------------------------------ ---------------------------
<S>             <C>                           <C>                            <C>
Gary Trust      3,959,612                     3,959,612                      -
--------------- ----------------------------- ------------------------------ ---------------------------
Susan Trust     1,040,388                     1,040,388                      2,919,224
--------------- ----------------------------- ------------------------------ ---------------------------
Craig Trust     3,959,612                     3,959,612                      -
--------------- ----------------------------- ------------------------------ ---------------------------
Margaret Trust  1,040,388                     1,040,388                      2,919,224
--------------- ----------------------------- ------------------------------ ---------------------------
Total           10,000,000                    10,000,000                     5,838,448
--------------- ----------------------------- ------------------------------ ---------------------------

</TABLE>

         (2) Mr. Nielson is deemed to be the  beneficial  owner of the shares of
common stock owned by Altos by virtue of being an affiliate of Altos.

         (3) Includes 2,959,224 shares owned by the Susan Trust that are subject
to the Altos proxy for six months from April 29, 2003, but which are not subject
to the Altos option to purchase  and may be sold subject to the proxy.  Does not
include option for 500,000 shares granted under employment agreement, no portion
of which is vested.

         (4) Includes  2,959,224  shares owned by the Margaret  Trust.  that are
subject to the Altos proxy for six months from April 29, 2003, but which are not
subject to the Altos  option to purchase  and may be sold  subject to the proxy.
Does not include option for 500,000 shares granted under  employment  agreement,
no portion of which is vested.

As of May 31, 2004,  there were 98,677,406  shares of the Company's stock issued
and outstanding.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

HTCS currently leases a building from related  parties.  The building located at
1840 Boy Scout Drive,  Fort Myers,  FL consists of 11,320 square feet,  and HTCS
leases it for $6,325 monthly.  The lease expires  December 31, 2010, and Hy-Tech
has an option to extend it for five  years with a rent  escalation  equal to the
consumer  price index  increase over the term of the first lease period.  Due to
non-payment of rents,  HTCS and the landlord have agreed to an early termination
of this lease on July 31, 2004. This building is owned by Lee Coast Enterprises,
Inc. Margaret L. Conklin,  (wife of Craig Conklin),  as trustee, owns 33% of the
stock of Lee Coast Enterprises. Susan McNear, (wife of Gary McNear), as trustee,
owns 33% of the stock of Lee Coast  Enterprises.  This  building  was  leased at
market  rates.  Gary  McNear is our vice  president,  chief  financial  officer,
secretary and a director.  Craig Conklin is our vice president,  chief operating
officer and director.

In April 2002,  Bradley  Conklin,  the son of our  President  Craig W.  Conklin,
Margaret Conklin,  the wife of our President Craig W. Conklin, and Susan McNear,
the wife of our Chief  Executive  Officer Gary McNear,  loaned Hy-Tech  Computer
Systems, our wholly-owned subsidiary,  an aggregate of $105,000 which loan bears
interest at 6%, is due on December 31, 2003, and was secured by second mortgages
on the  building  occupied by Hy-Tech  Computer  System's  Tallahassee,  Florida
store.  This building was sold in August of 2003,  and all mortgages paid off at
closing of the transaction.

In January 2003, Craig W. Conklin, our President,  and Gary F. McNear, our Chief
Executive  Officer,  entered into a consulting  agreement with Hy-Tech  Computer
Systems  relating to the negotiation of a reduced loan amount due SunTrust Bank.
Pursuant to the consulting  agreement,  Hy-Tech  Computer  Systems agreed to pay
each of Messrs.  Conklin and McNear six percent of the discounted  amount of the
loan due  SunTrust  Bank.  In  consideration  for six percent of the  discounted
amount,  Messrs.  Conklin and McNear agreed to forego any  compensation due them
for the past two years.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit No.


                                       21
<PAGE>


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

2.1  Exchange Agreement (1)

2.1  Agreement and Plan of Merger dated as of April 29,2003  between The Company
     and Sanjay Haryama (4)

2.2  Certificate  of Merger between The Company and Sanjay Haryama as filed with
     the Delaware Secretary of State on April 29, 2003. (4)

3.1  Articles of Incorporation (2)

3.2  Bylaws (2)

3.3  Certificate of Amendment (3)

10.1 Advisory  Agreement  between The Company and Altos Bancorp Inc. dated April
     22, 2003 (5)

10.2 Stock Option and Irrevocable Proxy Agreement among Altos Bancorp, Inc., the
     Gary F. McNear Trust, the Susan M. McNear Trust, the Craig W. Conklin Trust
     and the Margaret L. Conklin Trust (5)

10.3 Convertible Debenture Purchase Agreement dated as of April 21, 2003 between
     Sanjay Haryama and HEM Mutual Assurance LLC. (4)

10.4 Convertible Debenture Purchase Agreement dated as of April 28, 2003 between
     The Company and HEM Mutual Assurance Fund Limited. (4)

10.5 Option Purchase Agreement between The Company and SunTrust Bank (4)

10.6 Employment Agreement with Gary F. McNear

10.7 Employment Agreement with Craig W. Conklin

31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer

31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer

32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C.  Section
     1350

32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C.  Section
     1350

---------------
(1)  Incorporated by reference to the Form 8-K filed on February 4, 2003.

(2)  Incorporated by reference to the Form SB-2 filed on August 7, 2001.

(3)  Incorporated by reference to the Form 10-KSB filed on April 24, 2003.

(4)  Incorporated by reference to the Form 8-K filed on May 13, 2003.

     (b)  Reports on Form 8-K

A report on Form 8-K was filed on February 4, 2003,  relating to the acquisition
of  Hy-Tech  Computer  Systems,  Inc.  and the  change in  control to the former
Hy-Tech Computer Systems shareholders.

A report on Form 8-K and an amended Form 8-K were filed on March 10 and March 13
of 2003,  respectively,  relating to a change in auditors  from  Quintanilla,  a
Professional Accountancy Corporation to Malone & Bailey, PLLC.

A report on Form 8-K was filed on May 13, 2003, relating to a change in control,
item 1,  involving the  acquisition  by Altos of a  controlling  interest in the
Company  and  relating to other  events,  item 5,  involving a financing  of the
Company and a settlement with SunTrust Bank.


                                       22
<PAGE>

ITEM 14.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls and  procedures.  Our chief  executive
officer,  after  evaluating  the  effectiveness  of  the  Company's  "disclosure
controls  and  procedures"  (as defined in the  Securities  Exchange Act of 1934
Rules 13a-14(c) and 15-d-14(c)) as of a date (the  "Evaluation  Date") within 90
days before the filing date of this annually  report,  has concluded  that as of
the Evaluation  Date, our disclosure  controls and procedures  were adequate and
designed to ensure that material information relating to us and our consolidated
subsidiaries would be made known to them by others within those entities.

(b)  Changes in  internal  controls.  There were no  significant  changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.


                                       23
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned in the
City of Fort Myers, Florida, on July 20,2004.

HY-TECH TECHNOLOGY GROUP, Inc.


By:  /s/ Martin Nielson
     ------------------------------------
     Martin Nielson

Its: Chief Executive Officer and Director

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Company  and in the  capacities  and on the
dates indicated.

By:  /s/ Gary F. McNear                       July 20,2004
     ------------------------------------
     Gary F. McNear
Its: Chief Financial Officer, Vice
     President, Secretary and Director

By:  /s/ Craig W. Conklin                     July 20,2004
     ------------------------------------
     Craig W. Conklin
Its: Chief Operating Officer, Vice
     President and Director

By:  /s/ Martin Nielson                       July 20,2004
     ------------------------------------
     Martin Nielson
Its: Chief Executive Officer and Director


                                       24
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  Hy-Tech Technology Group, Inc.
  Fort Myers, Florida

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Hy-Tech
Technology  Group,  Inc. as of February 29, 2004,  and the related  consolidated
statements of operations,  shareholders' deficit, and cash flows for each of the
two  years  then  ended.  These  consolidated   financial   statements  are  the
responsibility  of Hy-Tech's  management.  Our  responsibility  is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Hy-Tech
Technology  Group,  Inc.  as of  February  29,  2004,  and  the  results  of its
consolidated operations and its cash flows for each of the two years then ended,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying  financial  statements have been prepared assuming that Hy-Tech
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  Hy-Tech has incurred  losses for the years ended  February 29, 2004
and  February  28, 2003  totaling  $4,246,527  and  $1,661,617  and had negative
working capital of $2,470,752 as of February 29, 2004.  These  conditions  raise
substantial  doubt  about  Hy-Tech's  ability to  continue  as a going  concern.
Management's  plans in regard to this matter are also  described  in Note 2. The
accompanying  consolidated  financial  statements do not include any adjustments
that might result from the outcome of these uncertainties.

Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

June 25, 2004


                                      F-1
<PAGE>




                         HY-TECH TECHNOLOGY GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                                FEBRUARY 29, 2004

                                     ASSETS

Current Assets

      Accounts receivable, net                                   $    45,431
      Inventories, net                                                56,868
      Prepaid expenses                                                12,351
                                                                      ------
           Total current assets                                      114,650

      Property and equipment, net                                     10,000
      Other assets                                                       524
                                                                 -----------
                   Total assets                                  $   125,174
                                                                 ===========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities

      Bank overdraft                                             $    17,249
      Accounts payable                                             2,083,264
      Accrued expenses                                               369,901
      Current portion of loans payable                                93,626
      Sales taxes payable                                             21,362
                                                                 -----------
          Total current liabilities                                2,585,402

Long-term liabilities

Convertible debt                                                     733,300
                                                                 -----------
              Total liabilities                                    3,318,702
                                                                 -----------

Commitment and contingencies

Shareholders' deficit
    Preferred stock, $.0001 par value, 32,000,000 shares
      authorized, no shares issued and outstanding                         -
  Common stock, $.001 par value, 900,000,000 shares authorized,
    83,443,656 shares issued and outstanding                          83,444
  Additional paid in capital                                       3,982,942
  Accumulated deficit                                             (7,259,914)
                                                                 -----------
      Total shareholders' deficit                                 (3,193,528)
                                                                 -----------
     Total liabilities and shareholders' deficit                 $   125,174
                                                                 ===========



                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                      F-2
<PAGE>


                         HY-TECH TECHNOLOGY GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

                                          2004             2003
                                      ------------    ------------
Net revenues                          $  8,985,425    $ 23,954,115
Cost of revenues                         7,943,655      20,841,744
                                      ------------    ------------
Gross margin                             1,041,770       3,112,371

General, administrative and selling      6,461,493       4,551,570
                                      ------------    ------------

Loss from operations                    (5,419,723)     (1,439,199)
                                      ------------    ------------

Other income (expense):

  Other income (expense)                        --          (5,802)
  Gain on settlement of debt             1,655,601              --
  Interest expense                        (482,405)       (216,616)
                                      ------------    ------------
                                         1,173,196        (222,418)
                                      ------------    ------------

Net loss                              $ (4,246,527)   $ (1,661,617)
                                      ============    ============

Net loss per share:
  Net loss - basic and diluted        $      (0.08)   $      (0.10)
                                      ============    ============

Weighted average shares outstanding:

  Basic and diluted                     52,042,676      16,967,699
                                      ============    ============


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                      F-3
<PAGE>




                         HY-TECH TECHNOLOGY GROUP, INC.
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


<TABLE>
<CAPTION>

                                              Common Stock                Additional
                                        -------------------------          Paid-In         Accumulated
                                          Shares          Amount           Capital           Deficit         Total
                                        ----------      ---------        -----------      ------------    -----------
<S>                                     <C>             <C>              <C>              <C>             <C>
Balance,
  February 28, 2002                     16,000,000      $  16,000        $   689,500      $ (1,089,586)   $  (384,086)
Issuance of common stock
  in connection with
  recapitalization                       8,027,501          8,028           (689,500)         (262,184)      (943,656)

Net loss                                         -              -                  -        (1,661,617)    (1,661,617)
                                        ----------      ---------        -----------      ------------    -----------
Balance,
  February 28, 2003                     24,027,501         24,028                  -        (3,013,387)    (2,989,359)
Issuance of common stock
  for services                          30,352,827         30,353          1,899,283                 -      1,929,636
Issuance of common stock
  for conversion of debt                27,563,328         27,563          1,806,923                 -      1,834,486
Issuance of common stock
  for advances                           1,500,000          1,500            276,736                 -        278,236

Net loss                                         -              -                  -        (4,246,527)    (4,246,527)
                                        ----------      ---------        -----------      ------------    -----------
Balance,
  February 29, 2004                     83,443,656      $  83,444        $ 3,982,942      $ (7,259,914)   $(3,193,528)
                                        ==========      =========        ===========      ============    ===========


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.

</TABLE>



                                      F-4
<PAGE>

                         HY-TECH TECHNOLOGY GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

<TABLE>
<CAPTION>

                                                              2004           2003
                                                          -----------    -----------
<S>                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                $(4,246,527)   $(1,661,617)
  Adjustments to reconcile net loss to cash provided by
    (used in ) operating activities:
      Depreciation and amortization                           411,476        351,886
      Bad debt expense                                         47,791        217,940
      Gain on settlement of debt                           (1,655,601)            --
      Common stock for services                             1,929,636             --
      Non-cash interest expense                               834,486             --
      Impairment                                              245,555             --
        Changes in assets and liabilities:
          Accounts receivable                               1,375,153        663,307
          Inventories                                       1,682,830        942,392
          Other receivables                                    10,200         22,834
          Prepaid and other assets                             90,570          4,961
          Accounts payable                                    114,545        296,368
          Accrued expenses                                    (18,250)      (501,251)
                                                          -----------    -----------
CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                        821,864        336,820
                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Disposition of assets                                       210,310             --
  Capital expenditures                                        (34,261)      (468,335)
                                                          -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES                          176,049       (468,335)
                                                          -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds (payments) on line of credit                (1,230,399)      (184,000)
  Proceeds from advances                                           --        195,236
  Proceeds (payments) from loans payable - shareholders      (105,000)       105,000
  Proceeds from loans                                       1,733,300        228,400
  Payments of loans payable                                (1,560,963)      (113,934)
                                                          -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES                       (1,163,062)       230,702
                                                          -----------    -----------

NET INCREASE (DECREASE) IN CASH                              (165,149)        99,187
  Cash, beginning of period                                   165,149         65,962
                                                          -----------    -----------
  Cash, end of period                                     $        --    $   165,149
                                                          ===========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                           $        --    $   216,616
                                                          ===========    ===========
Supplemental disclosure of non-cash transactions:
  Issuance of common stock for convertible debt           $ 1,000,000    $        --
  Issuance of common stock for shareholder advances       $   278,236    $        --
  Stock issued for net liabilities in recapitalization    $        --    $   943,656


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.

</TABLE>


                                      F-5
<PAGE>


                         HY-TECH TECHNOLOGY GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND BASIS OF PRESENTATION

Nature of business.

Hy-Tech  Computer  Systems,  Inc.  ("Hy-Tech")  is a wholly owned  subsidiary of
Hy-Tech Technology Group, Inc. ("HYTT").  Hy-Tech was incorporated in Florida on
May 22,  1991.  Hy-Tech is a  distributor  of computers  and  computer  parts to
customers who  specialize in computer  maintenanceHy-Tech  had nine locations in
Florida,  three locations in Tennessee,  two locations in Alabama, two locations
in Kentucky, one location in Wisconsin and one location in Colorado. Hy-Tech has
sold or liquidated all of its stores during the year ended February 28, 2004 and
retuned any unsold inventory to its Ft. Myers warehouse.  Subsequent to February
2004,  Hy-Tech  liquidated  all of its  remaining  inventory  and  property  and
equipment in June 2004 at a public  auction.  Hy-Tech is  currently  looking for
merger or acquisition candidates.

Principles of Consolidation

The consolidated financial statements include the accounts of HYTTs wholly owned
subsidiary.  All significant  intercompany  transactions  and balances have been
eliminated.  HYTT's  consolidated  financial  statements  include the results of
operations  from the  respective  dates of  acquisition  through  divestiture or
February 28, 2004, as applicable.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the balance  sheet.  Actual results could differ from
those estimates.

Cash and Cash Equivalents

Cash  equivalents  include highly  liquid,  temporary  cash  investments  having
original maturity dates of three months or less.

Inventories

Inventories consist of components of computer hardware and prepackaged  software
and are stated at the lower of cost,  determined  by  average  cost  method,  or
market.

Other Receivables

Other  receivables  consist primarily of credits generated upon Hy-Tech's return
of  products to the vendor or original  equipment  manufacturer  which are under
warranty.

Long-Lived Assets


                                      F-6
<PAGE>

Property, plant and equipment are stated at cost less accumulated  depreciation.
Major renewals and improvements are capitalized; minor replacements, maintenance
and  repairs  are  charged to current  operations.  Depreciation  is computed by
applying the  straight-line  method over the estimated useful lives of machinery
and equipment (3 to 39 years).  Leasehold  improvements  are amortized  over the
shorter of the useful life of the improvement or the life of the related lease.

Revenue Recognition

Hy-Tech's revenue is generated  primarily from the sale of computer equipment to
resellers and end users.  Hy-Tech recognizes revenue when persuasive evidence of
an  arrangement  exists,  delivery  has  occurred,  the sales  price is fixed or
determinable, and collectibility is probable.

Hy-Tech  recognizes  product sales generally at the time the product is shipped.
Concurrent with the recognition of revenue,  Hy-Tech  provides for the estimated
cost of product  warranties and reduces revenue for estimated  product  returns.
Sales  incentives  are  generally  classified  as a reduction of revenue and are
recognized  at the later of when revenue is  recognized or when the incentive is
offered. When other significant obligations remain after products are delivered,
revenue is recognized only after such  obligations  are fulfilled.  Shipping and
handling costs are included in cost of goods sold.

Hy-Tech's  suppliers  generally warrant the products  distributed by Hy-Tech and
allow returns of defective products,  including those that have been returned to
Hy-Tech by its customers.  Hy-Tech does not  independently  warrant the products
that it  distributes,  but it does  provide  warranty  services on behalf of the
supplier.

Advertising

Costs  incurred  in  connection  with  advertising  are  charged  to  expense as
incurred.  Advertising  expense  was  approximately  $10,751 and $50,701 for the
years ended February 29, 2004 and February 28, 2003, respectively.

Income Taxes

The  asset  and  liability  approach  is used to  account  for  income  taxes by
recognizing  deferred tax assets and  liabilities  for the  expected  future tax
consequences of temporary  differences  between the carrying amounts and the tax
basis of assets and liabilities. Hy-Tech records a valuation allowance to reduce
the  deferred  tax  assets  to the  amount  that is more  likely  than not to be
realized.

Basic Loss per Share

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

Fair Value of Financial Instruments

The  recorded  amounts  of cash and  cash  equivalents,  short-term  borrowings,
accounts payable and accrued expenses  approximate  their respective fair values
because of the short maturity of those  instruments  and the variable  nature of
any underlying  interest rates. The rates of fixed  obligations  approximate the
rates of the variable obligations.  Therefore, the fair value of these loans has
been estimated to be approximately equal to their carrying value.


                                      F-7
<PAGE>

Concentrations of Credit Risk

Financial  instruments  which  potentially  subject Hy-Tech to concentrations of
credit risk consist  primarily of cash,  cash  equivalents,  and trade  accounts
receivable.  Hy-Tech  maintains its cash and cash  equivalents with high quality
financial institutions as determined by Hy-Tech's management.  To reduce risk of
trade accounts  receivable,  ongoing credit evaluations of customers'  financial
condition  are  performed,  guarantees or other  collateral  may be required and
Hy-Tech maintains a broad customer base.

Recent Accounting Pronouncements

Hy-Tech   does  not  expect  the   adoption   of  recently   issued   accounting
pronouncements to have a significant  impact on Hy-Tech's results of operations,
financial position or cash flow.

NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

For the years ended  February 29, 2004 and February 28, 2003,  Hy-Tech  incurred
net losses totaling $4,246,527 and $1,661,617, respectively, and at February 29,
2004 had negative  working  capital of  $2,470,752.  Because of these  recurring
losses,  Hy-Tech  announced its  restructure  of the  operations  which included
shifting its sales operations to an online store operated by a third party. As a
result  of this  change,  the  Company  eliminated  the  overhead  of the  local
wholesale outlets and all its local costs became variable.

In February 2004, the Company  announced its planned  changes which included its
planned  acquisition of Robotic  Workspace  Technologies  (RWT) and the intended
divestiture  of Hy-Tech  Computer  Systems  (HTCS).  Such  changes  support  the
Company's plan to grow by acquisition and  differentiate the company with unique
technologies,  by converting to e-commerce  selling and distribution  techniques
and by adding  complementary,  higher margin  services.  The Company  remains in
discussion  with various  financing  sources to allow it access to the financing
needed to complement the use of its stock in achieving these plans.  The Company
intends to raise additional working capital through private  placements,  public
offerings and/or bank financing.

There are no assurances that Hy-Tech will be able to obtain additional financing
through private placement,  public offerings and/or bank financing  necessary to
support  Hy-Tech's  plan.  No  assurance  can be given  that  financing  will be
available, or if available,  will be on terms acceptable to Hy-Tech. If adequate
financing is not  available  Hy-Tech may be required to curtail its  operations.
These conditions raise  substantial doubt about Hy-Tech's ability to continue as
a going  concern.  The  consolidated  financial  statements  do not  include any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and  classification of liabilities that might be necessary
should  Hy-Tech be unable to continue as a going  concern.  As of June 25, 2004,
Hy-Tech had not closed on the acquisition of RWT.

NOTE 3 - ACCOUNTS RECEIVABLE

Hy-Tech's  trade  accounts  receivable  are shown net of allowance  for doubtful
accounts of $369,765 at February 29, 2004 as follows:

    Accounts receivable                        $   415,196
    Less: Allowance for doubtful accounts          369,765
                                               -----------
                                               $     45,431


                                      F-8
<PAGE>

During fiscal year ended February 29, 2004, the Company entered into a Factoring
Line of Credit with Platinum Financing Corporation.  Interest expense under this
Factoring  Line of Credit for the fiscal year ended  February  29, 2004  totaled
$385,987.

Hy-Tech  maintains   allowances  for  doubtful  accounts  for  estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial condition of Hy-Tech's customers were to deteriorate,  resulting in an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.

NOTE 4 - PROPERTY AND EQUIPMENT

As of February 29, 2004, all property and equipment was reclassified as an asset
held for sale. Hy Tech held an action for their remaining assets in June 2004 in
which the assets sold for $10,000.

Depreciation  and  amortization  expense was $411,477 and $351,886 for the years
ended February 29, 2004 and February 28, 2003, respectively.

NOTE 5 - LINE OF CREDIT

Hy-Tech had a $4,000,000 revolving line of credit with a financial  institution.
The line of  credit is  collateralized  by  Hy-Tech's  accounts  receivable  and
inventories. In February 2003, Hy-Tech agreed to pay SunTrust Bank $1,500,000 by
April 11, 2003 to settle the  outstanding  balances on the $4,000,000  revolving
line of credit and  promissory  notes.  Hy-Tech paid $300,000 and failed to make
the  remainder of $1,200,000 by April 11, 2003 and SunTrust Bank then obtained a
judgment on April 14, 2003 for failure to make required  payments and failure to
meet its borrowing base requirements. Hy-Tech renegotiated the settlement terms,
for a total of $1,500,000 and recorded a gain of $1,665,810.  Under the terms of
the Settlement  Agreement,  Hy-Tech paid $1 million dollars to SunTrust on April
29,  2003.  This $1 million  represented  all of the  proceeds  of the sale of a
convertible  debenture  that was  issued to a private  investor.  The  remaining
balance was paid by July 2003.

NOTE 6 - CONVERTIBLE DEBT

In January  2004,  Hy-Tech  issued  convertible  debentures  of $203,000  due in
November 2005. The convertible  debentures are convertible  into common stock at
$0.03 per share.

In November  2003,  Hy-Tech  issued  convertible  debentures  of $300,000 due in
November 2005. The convertible  debentures are convertible  into common stock at
$0.03 per share.

Hy-Tech has convertible debentures of $230,000 past due as of November 30, 2003.
The convertible debentures are convertible into common stock at $.10 per share.

NOTE 7 - INCOME TAXES

For the  year  ended  February  28,  2004,  Hy-Tech  incurred  a net  loss  and,
therefore,  has no tax  liability.  The net deferred tax asset  generated by the
loss carry-forward has been fully reserved.


                                      F-9
<PAGE>

For the period prior to January 2003,  Hy-Tech  elected to have its income taxed
under  Section  1362 of the Internal  Revenue Code and a similar  section of the
Florida  income tax law (S  Corporation  election).  These laws provide that, in
lieu of corporate income taxes,  Hy-Tech's taxable income will be passed through
to the  shareholders  of the  corporation  and  taxed at the  individual  level.
Therefore,  no federal  income  taxes  were  provided  for those  periods in the
financial statements.

NOTE 9 - RELATED PARTY TRANSACTIONS

Hy-Tech had leased two buildings from related  parties.  The building located at
1826 Boy Scout Drive,  Fort Myers, FL consists of 4,600 square feet, and Hy-Tech
leased it for $3,400.00  monthly.  The building located at 1840 Boy Scout Drive,
Fort Myers,  FL consists of 11,320 square feet, and Hy-Tech leased it for $6,325
monthly.  Both of these  buildings  are  owned by Lee  Coast  Enterprises,  Inc.
Margaret L. Conklin,  (wife of Craig Conklin), as trustee, owns 33% of the stock
of Lee Coast Enterprises.  Susan McNear, (wife of Gary McNear), as trustee, owns
33% of the stock of Lee Coast Enterprises. Gary McNear is President of Lee Coast
Enterprises,  Inc.  Both of these  buildings  are leased at market  rates.  Gary
McNear is our vice president, chief financial officer, secretary and a director.
Craig Conklin is our vice president,  chief operating  officer and director.  In
June 2004,  Hy-Tech  reached a settlement for $50,000 to terminate the remainder
of these leases.

In January 2003, Craig W. Conklin, our President,  and Gary F. McNear, our Chief
Executive  Officer,  entered into a consulting  agreement with Hy-Tech  Computer
Systems  relating to the negotiation of a reduced loan amount due SunTrust Bank.
Pursuant to the consulting  agreement,  Hy-Tech  Computer  Systems agreed to pay
each of Messrs.  Conklin and McNear six percent of the discounted  amount of the
loan due  SunTrust  Bank.  In  consideration  for six percent of the  discounted
amount,  Messrs.  Conklin and McNear agreed to forego any  compensation due them
for the past two years.  In  connection  with the SunTrust  settlement,  Hy-Tech
issued common stock valued at $225,772 to Mr. Conklin and Mr. McNear.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Hy-Tech is in default of several  leases and has terminated its largest lease as
noted  above.  Rental  expense  for the  operating  leases  for the years  ended
February 29, 2004 and February 28, 2003 was $564,388 and $572,784, respectively.

Future  minimum  lease  payments  under  non-cancelable  operating  leases (with
initial or remaining  lease terms in excess of one year) as of February 28, 2004
are approximately $70,672. The $70,672 was accrued as of February 29, 2004 since
all leases were abandoned except for the Ft. Myers location which was settled in
June 2004.

Litigation, Claims, Assessments

Hy-Tech  has a number of overdue  accounts  payable to its  suppliers  and other
trade creditors,  and is in the process of negotiating  payment terms.  Numerous
creditors  have sent  demand  letters  and  threatened  litigation  against  the
Hy-Tech.  Two significant  actions have been commenced against us as of the date
of this report.  One is an action  commenced in the Circuit Court of Lee County,
Florida by Uneec  Technology,  Inc.  in which it seeks to recover  $116,180  for
goods sold and  delivered to Hy-Tech.  The second is an action  commenced in the
circuit Court of Lee County,  Florida by Hyundai  Imagequest  America to recover
$51,075 for goods sold and delivered to Hy-Tech.  Hy-Tech believes it can settle
these   litigations  and  other  creditors'  claims  after  it  obtains  secured
financing.


                                      F-10
<PAGE>

We are not involved in any other material pending legal proceedings,  other than
routine  litigation  incidental to our  business,  to which we are a party or of
which any of our property is subject.

Contingency

Hy-Tech assumed certain net liabilities  when it merged with SRM Networks,  Inc.
and in resolving those liabilities issued 2,000,000 common shares to a financial
institution who had loaned $700,000 to SRM Networks,  Inc.  Hy-Tech was notified
that the shareholders of SRM Networks,  Inc. were being prosecuted by the United
States  Attorney.  Accordingly,  management  determined  that Hy-Tech should not
settle this  liability  since the proceeds were issued to a party  designated by
the  shareholders or a United Kingdom entity.  Hy-Tech has cancelled such shares
as of February  29,  2004.  Hy-Tech  believes  that it has valid  defenses  with
respect to the  cancellation of such shares.  Nevertheless,  it is possible that
cash  flows or  results  of  operations  could  be  materially  affected  in any
particular period by the unfavorable resolution of this contingency.

NOTE 11 - SUBSEQUENT EVENTS

Beginning in July 2004,  Hy-Tech  Technology  Group, Inc. will operate under the
new name of Innova Holdings. This new name is more synonymous with the Company's
plan to  grow by  acquisition  and to  differentiate  the  company  with  unique
technologies.

In July 2004,  the Company will  increase its  authorized  shares to 900 million
from 100 million.  The increase  would allow the company to issue new shares for
acquisitions, or to secure financing for operations or strategic partnerships.

In February 2004,  the Company  announced it had entered into a Letter of Intent
to acquire Robotic Workspace Technologies, Inc. (RWT). RWT, based in Fort Myers,
Florida,  is a  privately-held  company  founded in 1994 to enhance the field of
robotics  with  commercially  available,  patented  products  to  improve  robot
performance,  applicability,  and  productivity.  As  of  June  25,  2004,  this
transaction had not closed.

In Feburary 2004,  the Company  announced it had entered into a Letter of Intent
for the sale of its wholly owned subsidiary,  Hy-Tech Computer Systems (HTCS) to
Aegis, Inc. As of June 25, 2004, this transaction had not closed.


                                      F-11