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

                                   FORM 10-KSB

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
    of 1934

                   For the Fiscal Year Ended December 31, 2001

[ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange
    Act of 1934

              For the transition period from _________ to _________


                         Commission File Number 0-23737


                         ACHIEVEMENT TEC HOLDINGS, INC.
                 (Name of small business issuer in its charter)


                   Delaware                              82-0290939
       (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                 Identification No.)


            2100 HIGHWAY 360, SUITE 400-B, GRAND PRAIRIE, TEXAS 75050
               (Address of principal executive offices) (Zip Code)

                     Issuer's telephone no.: (972) 641-5494

Securities registered pursuant to Section 12(b) of the Exchange Act:   None

Securities registered pursuant to Section 12(g) of the Exchange Act:   Common

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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the best of the  Registrant'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. [ ]

         State  the  issuer's   revenues  for  its  most  recent   fiscal  year.
$3,041,190.

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and ask prices of such stock as of a specified date within 60
days. $200,000.

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

DOCUMENTS INCORPORATED BY REFERENCE         NONE

         Transitional Small Business Disclosure Format.    Yes     No [X]


<PAGE>


                        ACHIEVEMENT TEC HOLDINGS COMPANY

                                TABLE OF CONTENTS
                                                                         Page
PART I

Item 1.   Description of Business                                          3

Item 2.   Description of Property                                          6

Item 3.   Legal Proceedings                                                6

Item 4.   Submission of Matter to a Vote of Security Holders               7


PART II

Item 5.   Market for Common Equity and Related Stockholder Matters         7

Item 6.   Management's Discussion and Analysis or Plan of Operation        9

Item 7.   Financial Statements                                            11

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                             39


PART III

Item 9.  Directors, Executive Officers, Promoters and Control
         persons; Compliance with Section 16(a) of the  Exchange Act      39

Item 10.  Executive Compensation                                          40

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management                                                      40

Item 12.  Certain Relationships and Related Transactions                  41

Item 13.  Exhibits and Reports on Form 8-K                                42

SIGNATURES                                                                43


                                       2
<PAGE>


PART I

ITEM 1.  DESCRIPTION OF BUSINESS

History

         ACHIEVEMENT TEC HOLDINGS, Inc. (the "Company") was organized on May 25,
1967 under the laws of the State of Idaho, having the stated purpose of engaging
in the mining business and activities related to the conduct of such a business.
The Company was formed with the  contemplated  purpose of engaging in investment
and business  development  related to mineral research and  exploration.  All of
these activities ceased prior to 1984.

         On February 28, 2000 the shareholders voted to relocate the domicile of
incorporation  of the Company  from the State of Idaho to the State of Delaware,
to effect a reverse stock split of the Company's  issued and outstanding  common
stock on a one (1) share for 3.815968  shares  basis and to amend the  Company's
Articles of Incorporation and change the authorized capitalization to 50,000,000
shares of Common  Stock,  par value $.001 per share,  and  10,000,000  shares of
Preferred Stock.

         As  of  May  9,  2000,  the  Company,   its  wholly-owned   subsidiary,
Achievement Tec Acquisition Corporation, a Delaware corporation ("Acquisition"),
and Achievement Tec, Inc., a Texas corporation ("Achievement Tec"), entered into
an Agreement and Plan of Merger,  subsequently  amended by a certain Addendum to
Agreement  and Plan of  Merger,  dated as of July 1,  2000,  among the  Company,
Acquisition and Achievement Tec (as amended, the "Merger  Agreement").  Pursuant
to the Merger Agreement,  effective  November 14, 2000,  Acquisition merged with
and into  Achievement  Tec  pursuant  to the law of the States of  Delaware  and
Texas,  with  Achievement  Tec being the surviving  corporation  (the "Merger").
Pursuant to the Merger  Agreement,  the  pre-Merger  holders of capital stock of
Achievement Tec received an aggregate of 7,014,448 shares of common stock of the
Company,  representing  70% of  the  outstanding  common  stock  of the  Company
immediately following such issuance.

Post Merger Operations

         In 2001,  Achievement  Tec Holdings,  Inc.,  completed  acquisitions of
background  verification  and job fair businesses.  The background  verification
business (L+R Moran, Inc., and Personnel Profiles,  Inc.) was not profitable and
was spun off as of January 1, 2002. Achievement Tec will continue to receive 10%
of revenue on existing clients sold by the background verification business.

         Due to changes  in the  economy in 2001,  September  11, and  employers
deferring  hiring,  the company has temporarily  suspended its job fairs pending
recovery of the economy and hiring.

         In 2002,  Achievement  Tec will  concentrate  on its core  business  of
applicant and employee testing,  which is its most profitable  business.  As the
economy  gains  momentum  and hiring  grows,  Achievement  Tec's  applicant  and
employee  testing  services will be in growing demand.  Employers today are more
concerned than ever before about making the best  investments they can in people
they hire and people they employ.

         Achievement   Tec  has   developed  a  unique   concept  to  facilitate
accomplishment of this objective. The company has built testing software and the
Internet  systems  to  enable a  company  to  establish  its own  benchmarks  of
successful people within a job category by having ten successful people complete
the test online. Immediately following,  Achievement Tec's systems determine the
aptitudes and behaviors,  and levels,  the successful  people have in common and
establish  the  benchmark  to compare  people to in the future.  Initial  client
companies using this technology  include  General  Electric,  Time Warner Cable,
McGraw-Hill, Marconi, Cendant Corporation, Alliant Food Service, Sprint, Federal
Express, Avis, Brinks Home Security,  Nextel,  CitiTravel,  Haverty's,  American
Bank,  American  Fidelity Life,  Gemological  Institute of America,  InfoCision,
University of Phoenix and others.

         If an employer  chooses  not to develop  their own  benchmarks  by job,
Achievement  Tec has  developed an industrial  database of successful  people in
hundreds of jobs across  America.  This  database  allows an employer to have an
applicant or employee  assessed and compared to  successful  people in their job
category in other companies.



                                       3
<PAGE>

         The business  provides its services  through  www.virtualhrcenter.com.,
enabling  employers to test people anywhere in the world,  any time they choose.
Achievement Tec's two leading Internet-based instruments are:

I.       The Achiever for management,  technical,  other white collar personnel,
         and  salespeople.  Pricing  of  the  Achiever  is  $95.00  each.  If  a
         management summary and telephone consultation on the report is desired,
         the price per Achiever is $185.00.

         The Achiever requires approx. 50 minutes to complete and measures these
         important characteristics:

                  Problem solving speed and ability
                  Creativity and innovation
                  Organizational skills
                  Ability to interact with people
                  Integrity and reliability
                  Mental toughness and perseverance
                  How to best motivate the individual
                  And much more.

         Achievement Tec mails invitations to executives in companies,  inviting
         them to choose an  individual  they know to  complete  a free  Achiever
         online (www.the-achiever.net).  The quality of the Achiever report when
         received by the  prospective  client  becomes  the key selling  tool to
         bring the employer on as a client for ongoing future usage.

II.      The Scoreboard  requires approx. 30 minutes to complete and is for blue
         collar  and hourly  personnel.  Each  Scoreboard  report is sold in the
         $8.00 to $35.00 range based on quantities.

         The Scoreboard consists of two segments:

         1.     Direct  admissions  questions  similar to those offered by Reid,
                Stanton,  Long  House,  Pinkerton,  Omni,  etc.,  which  address
                admissions regarding drugs, alcohol and theft in prior jobs.

         2.     Personality testing section to establish energy, drive, honesty,
                reliability and job fit.

         The  instrument  is sold by  offering  a  prospective  employer  a free
         Scoreboard assessment. (See www.the-scoreboard.net.)

         Regardless of the product used, with copyrights purchased and paid for,
         software and internet systems built and operative at this point selling
         and servicing employee accounts through the web is highly lucrative.

Competition

         Although there are four major competitive groups of assessment firms in
the U.S. today offering conventional  paper-based processes,  currently there is
no  Internet  competition  for the  Company's  E-Commerce  product  line.  Other
assessment firms sell assessment services only.

         The Company's  competitive  advantage lies in our ability to provide an
integrated  approach  to  learning  and  development  by  directly  linking  the
assessment  feedback  to online  learning  modules  which can be  accessed  on a
just-in-time  basis.  The Company  offers  these  services to any company in the
world,  on an as-needed and when-needed  basis,  and follows through with online
learning  which can also be accessed on an as-needed and  when-needed  basis via
the Internet as well as via conventional means.



                                       4
<PAGE>

         Buying  patterns differ based on the nature of the business or consumer
buying of the HR-related products or services and their specific needs.

         Smaller  companies tend to buy based more on cost and personal service.
Since many of these  companies do not have formal HR  departments,  they tend to
rely more on the  assessment  company to provide them  detailed  insight into an
individual's probability of job success.

         Larger companies,  on the other and, are not as cost conscious,  but do
expect quantity discounts for large quantity purchases, as well as customization
of the assessment results to their specific business. There are, therefore, more
factors  involved in meeting and  beating  the  competition.  There is a growing
trend within large companies to seek learning and  development  partners who can
provide integrated solutions.

         Individuals  seeking  job and career  information  tend to buy based on
convenience  and cost. If an assessment  company is advertising on reputable web
sites and job boards, this lends credibility and trust to the consumer.

         At the present time,  the following  are the major  competitors  in the
assessment  industry:   (Note:  There  are  none  in  the  Human  Resources  via
E-Commerce).

1.   Caliper - provides individual  assessments at a fee of $225.00 each, but is
     not computer or Internet oriented.

     Caliper's  strength  lies  in its  reputation  in  the  industry  and  name
     recognition.  Its  assessment  fees are higher than those of the Company's,
     however, and it has yet to become Internet accessible.

2.   Batrus Hollweg - Leading producer of testing for selection of applicants to
     the multi-unit restaurant industry.

3.   Personnel  Decisions,  Inc.,  Minneapolis  - over $100 million  annually in
     sales,  90% of which is due to Federal  government and test  derivation for
     the  government,  including  military  agencies.  Less  than  10% of  their
     business is related to executive assessments at $2,500.00 each.

     While Personnel  Decisions,  Inc. has a solid  reputation in the assessment
     industry,   its  major  experience  centers  on  government  agencies.  For
     business,  the fees it charges for assessments is significantly higher than
     those of the Company's,  with less extensively  reported  information given
     back to the company

4.   PDI,  Performax and Wonderlic - offer  limited  assessments  via pencil and
     paper that are not computer oriented or Internet oriented.

     These assessment products, while coming from reputable, recognized industry
     members, do not have the strength, the complexity and the amount of quality
     information provided by the Company's assessments.

5.   Stanton, London House, Reid, Omni and other direct admissions honesty tests
     - pencil and paper tests - people  admit  whether or not they have  stolen,
     sold drugs, etc.

     As honesty and direct  admissions  tests go, all of these  assessment firms
     have good  reputations  in the industry.  However,  utilized  alone,  it is
     estimated that direct admissions tests are no more than 50% reliable.

         At this  moment  in  time,  there  is no  Internet  competition  to the
Company's product line.


                                       5
<PAGE>

Recent Dispositions

         Personnel  Profiles,  Inc. - As of January 1, 2002, the Company entered
         -------------------------
into an agreement  whereby the  Purchase  and Sale  Agreement by and between the
company and Paul  Nolan,  Jr.,  Trustee of a  Charitable  Remainder  Trust dated
January 1, 2001,  and all affiliated  agreements,  were  rescinded.  The company
released all the outstanding  capital stock, assets and liabilities of Personnel
Profiles,  Inc.  in  exchange  for the  termination  of the  Purchase  and  Sale
Agreement and affiliated agreements.

         L+R Moran,  Inc. - As of January 1, 2002,  the Company  entered into an
         ---------------
agreement whereby the Purchase and Sale Agreement by and between the company and
L+R Moran,  Inc. dated December 14, 2000,  and all affiliated  agreements,  were
rescinded.  The company  released all the assets and  liabilities  of L+R Moran,
Inc. in exchange for the  termination  of the Purchase  and Sale  Agreement  and
affiliated agreements.


Executive Offices

         The  Company's  principal  executive  offices  are  located  at 2100 N.
Highway 360, Suite 400B Grand  Prairie,  TX 75050,  and its telephone  number is
972-641-5494.


Employees

         As of April 30, 2002,  the total number of the Company's  employees was
8, of which 7 were full-time employees.


Reports Filed With The Securities and Exchange Commission

         The Company  files with the  Securities  and Exchange  Commission  (the
"Commission")  certain interim and periodic  reports  including an annual report
containing audited financial statements.  The Company files its reports with the
Commission  electronically.  The  Commission  maintains  an  Internet  site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding issuers that file electronically  with the Commission.  The address of
that  site  is   http://www.sec.gov.   The   Company's   Internet   address   is
http://www.achievementtec.com.


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company currently has five locations,  as follows, all of which are
leased:

         New York City - Corporate office
         315 East 73rd #9
         New York, NY 10021

         Grand Prairie, Texas - Technical development and service center
         2100 Highway 360N Suite 400B
         Grand Prairie, TX 75050


ITEM 3.  LEGAL PROCEEDINGS

         The following provides a summary of material  litigation which involves
Achievement Tec Holdings, Inc., or any subsidiary:

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


                                       6
<PAGE>

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


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

         In an action by written consent,  a majority of the shareholders of the
Company  resolved  that the name of the  company be changed to  Achievement  Tec
Holdings,  Inc. It was further  resolved by written consent that Neil Powell and
Mary Jo Zandy be elected to the Board of Directors of the Company. These actions
were effective July 5, 2001.


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  Common   Stock  of  the  Company  is   currently   traded  in  the
over-the-counter  market and  quotations are published on the OTC Bulletin Board
("Bulletin  Board") under the symbol  "ACHT.OTCBB".  The Common Stock  commenced
trading on the Bulletin Board on November 29, 2000. Set forth below are the high
and low sales  prices  for  shares of the  Common  Stock for the last two fiscal
years:

 Fiscal Period                       High              Low
 -------------                       -----            -----
 2000
 First Quarter                       NA               NA
 Second Quarter                      NA               NA
 Third Quarter                       NA               NA
 Fourth Quarter                      $3.50            $2.50
 2001
 First Quarter                       $4.00            $2.20
 Second Quarter                      $3.50            $2.00
 Third Quarter                       $1.60            $ .30
 Fourth Quarter                      $ .50            $ .20

         The  above  quotations  reflect  inter-dealer  prices,  without  retail
mark-up, mark-down or commission and may not represent actual transactions.

         As of April 30, 2002,  there were  approximately  291  shareholders  of
record based on transfer agent reports,  which figure does not take into account
those  shareholders  whose  certificates are held in the name of broker-dealers.
The closing  price of the Common Stock on the  Bulletin  Board on April 29, 2002
was $.40.

         As of April 30, 2002, 10,602,248 shares of Common Stock were issued and
outstanding,  500,000 of which were  unrestricted  shares held by non-affiliates
and the remainder of which were restricted shares held by affiliates.


                                       7
<PAGE>

         The ability of an  individual  shareholder  to trade their  shares in a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuer's  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to  trade  in that  state.  Presently,  the  Company  has no plans to
register  its  securities  in any  particular  state.  Further,  most likely the
Company's  shares will be subject to the  provisions  of Section  15(g) and Rule
15g-9 of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1)  incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

         The Commission  generally defines penny stock to be any equity security
that  has a  market  price  less  than  $5.00  per  share,  subject  to  certain
exceptions.  Rule 3a51-1 provides that any equity security is considered to be a
penny  stock  unless  that  security  is:  registered  and  traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for  quotation on The NASDAQ  Stock  Market;  issued by a registered  investment
company;  excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible  assets;  or exempted from the definition by
the Commission.  If the Company's shares are deemed to be a penny stock, trading
in the shares  will be subject to  additional  sales  practice  requirements  on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors,  generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse.

         For  transactions  covered by these rules,  broker-dealers  must make a
special  suitability  determination for the purchase of such securities and must
have received the purchaser's  written  consent to the transaction  prior to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's  Common Stock and may affect the
ability of shareholders to sell their shares.


Recent Sales of Unregistered Securities

         During 1999, Achievement Tec issued 139,958 shares of Class A preferred
stock for $200,000.  During the period from January 1, 2000 to November 9, 2000,
Achievement  Tec issued 446,416 shares of Class A preferred  stock for $637,929.
The offering was made to a limited  number of  sophisticated  investors  and was
structured so as to comply with Section 4(2) of the  Securities  Act of 1933, as
amended.  The preferred  shares were  converted on a 1:1 basis into  Achievement
Tec's common stock as of November 9, 2000.

         On May 9, 2000,  the  Company  entered  into an  agreement  and plan of
merger,  subsequently  amended on July 1, 2000 and  executed  on November 9 2000
which  provided  that the Company's  wholly owned  subsidiary,  Acquisition  and
Achievement  Tec  would be merged  and  Achievement  Tec would be the  surviving
entity. In connection with the merger  transaction,  shareholders of Achievement
Tec,  including the holders of common shares,  received,  upon conversion of the
preferred,  7,014,448  shares of the Company's Common Stock. The transaction was
structured so as to comply with Section 4(2) of the  Securities  Act of 1933, as
amended.

         As of November 9, 2000,  1,195,000 shares of the Company's common stock
were issued to a limited number of individuals in exchange for services rendered
in connection  with the merger.  The  transaction was structured so as to comply
with Section 4(2) of the Securities Act of 1933, as amended.


                                       8
<PAGE>

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


Dividend Policy

         The  Company  has  not   declared  or  paid  cash   dividends  or  made
distributions  in the past, and the Company does not anticipate that it will pay
cash dividends or make  distributions  in the  foreseeable  future.  The Company
currently  intends  to retain  and  reinvest  future  earnings  to  finance  its
operations.


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

         The  following  information  should  be read in  conjunction  with  the
consolidated  financial statements and notes thereto appearing elsewhere in this
Form 10-KSB.

         In as much as ACHIEVEMENT  TEC HOLDINGS,  Inc. was a development  stage
company with no operations or revenue from 1984 through  November 14, 2000,  all
discussions  of  financial  condition  and  operations  will  concern  those  of
Achievement  Tec, Inc. with which  ACHIEVEMENT  TEC HOLDINGS,  Inc.  completed a
reverse merger on November 14, 2000.


Overall Operations

         For the year ended  December  31,  2001  further  consolidation  of the
Company's first quarter acquisitions,  Career Direction, Inc., which operates as
the job fair  operation of the Company,  and  Personnel  Profiles,  Inc.,  which
operates as the  wholesale  independent  consultant  operation  of the  Company.
Additionally the Company  consolidated  the operations of L&R Moran,  Inc, which
operates the background  check operation of the Company.  The financial  results
for the year ending December 31, 2001 reflect the consolidated operations of the
Company and the three acquisitions.

         In addition to the further  consolidation,  management  began  planning
cost reduction measures to improve the Company's  profitability.  These measures
were  implemented in the third and fourth quarters of 2001 and will result in an
immediate reduction in expenditures associated with operations.


Results of Operations

         For the year ended December 31, 2001, the Company recorded an operating
loss of $3,413,827. The net loss for the period of $ 4,079,032 or .41 per share.


                                       9
<PAGE>

Total Revenue

         Total  revenue for the year ending  December  31, 2001 was $ 3,041,190.
The slowing  economy  continues  to have a dramatic  impact on the labor  market
throughout the country,  impairing the Company's  financial results.  For all of
2001 the trend of dramatic  downsizing as companies  continued to layoff workers
in  record  numbers.  In such a labor  market,  companies  are less  willing  to
allocate funds to employment  solutions.  Thus, the Company's revenues continued
to decline in the last six months of 2001. Additionally,  the second quarter and
the first  half of the  third  quarter  are  somewhat  cyclical  in terms of the
Company's  revenues.  Traditionally,  companies ramp up their  expenditures  for
employment  screening and  recruiting  in the first quarter of a calendar  year.
Management  believes that some of the revenue decline experienced by the Company
is  related  to this  cyclical  nature of the  industry  and the  downsizing  of
companies in the current slow economic times of 2001.


Selling, General and Administrative Expenses

         The total  Selling,  General and  Administrative  expenses for the year
ending  December 31, 2001 were $ 3,950,672.  A decrease in Selling,  General and
Administrative  expenses  occurred in the last six months of 2001 and is largely
attributed  to reduce  payroll  cost and  general  cost  savings by the  company
implemented in the third quarter.


Operating Expenses

         The Company has  recognized  $665,205 of interest  expense in 2001,  of
which $500,000 was from the beneficial conversion of the convertible debentures.

         The Company also  recognized  an asset  impairment of $1,873,324 on the
Career Direction acquisition for the year ended December 31,2001.

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


Liquidity and Capital Resources

         The  Company's  cash and cash  equivalents  at December 31, 2001 were $
47,624. The Company does not have any available lines of credit. Since inception
the  Company  has  financed  its  operations  through  loans  and  from  private
placements of both debt and equity.

         The  report of the  independent  certified  public  accountants  on the
Company's  financial  statements as of December 31, 2001 contains an explanatory
paragraph regarding an uncertainty with respect to the ability of the Company to
continue as a going concern. The Company is not generating  significant revenues
and has an accumulated deficit of $5,021,178. However, the Company believes that
its concentration on its core business of applicant and employee testing,  which
is its most  profitable  business  and its revised  business  model will provide
sufficient  revenues  and  liquidity  for the Company to operate for the next 12
months.  However, there can be no assurances that the Company will be successful
in developing its business model and achieving a profitable level of operations.



                                       10
<PAGE>

Risk Factors and Cautionary Statements

         This Annual Report on Form 10-KSB includes  forward looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended ("Forward Looking
Statements").  All statements  other than statements of historical fact included
in this  report are  Forward  Looking  Statements.  In the normal  course of its
business, the Company, in an effort to help keep its shareholders and the public
informed  about the  Company's  operations,  may from time to time issue certain
statements,  either in writing or orally,  that  contain or may contain  Forward
Looking  Statements.   Although  the  Company  believes  that  the  expectations
reflected in such Forward  Looking  Statements  are  reasonable,  it can give no
assurance  that such  expectations  will prove to have been correct.  Generally,
these  statements   relate  to  business  plans  or  strategies,   projected  or
anticipated benefits or other consequences of such plans or strategies (past and
possible  future),  acquisitions  and  projected or  anticipated  benefits  from
acquisitions  made  by or to be  made  by  the  Company,  projections  involving
anticipated revenues,  earnings,  level of capital expenditures or other aspects
of operating results,  and other risks detailed in the Company's periodic report
filings with the Securities and Exchange Commission. All phases of the Company's
operations are subject to a number of uncertainties, risks and other influences,
many of which are outside the control of the Company and any one of which,  or a
combination  of which,  could  materially  affect the  results of the  Company's
proposed  operations and whether Forward Looking  Statements made by the Company
ultimately  prove to be  accurate.  Such factors and other  factors  could cause
actual results to differ materially from the Company's expectations as set forth
in any Forward Looking Statement made by or on behalf of the Company.  All prior
and subsequent written and oral Forward Looking  Statements  attributable to the
Company  or  persons  acting on its  behalf  are  expressly  qualified  in their
entirety by all such factors.


ITEM 7.  FINANCIAL STATEMENTS

         The Company's financial statements as of and for the fiscal years ended
December  31, 2001 and 2000 have all been  examined to the extent  indicated  in
their report by Merdinger,  Fruchter, Rosen & Corso, P.C., independent certified
accountants,  and have been  prepared  in  accordance  with  generally  accepted
accounting  principles  and pursuant to  Regulation  S-B as  promulgated  by the
Securities and Exchange Commission.  The aforementioned financial statements are
included herein in response to Item 7 of this Form 10-KSB.



                                       11
<PAGE>


                          INDEPENDENT AUDITORS' REPORT




TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
ACHIEVEMENT TEC HOLDINGS, INC.

We have audited the accompanying  consolidated balance sheets of Achievement Tec
Holdings,  Inc.  and  Subsidiaries  as of December  31,  2001 and 2000,  and the
related consolidated statements of operations, stockholders' deficiency and cash
flows for the years then ended. Our  responsibility  is to express an opinion on
these 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 financial  position of Achievement  Tec
Holdings,  Inc.  and  Subsidiaries  as of December  31,  2001 and 2000,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  financial  statements have been prepared  assuming the company
will  continue as a going  concern.  As shown in the financial  statements,  the
company incurred a net loss of $4,079,032 for 2001 and has incurred  substantial
net losses in prior  periods.  At December 31, 2001 current  liabilities  exceed
current  assets by $2,681,620 and the total  liabilities  exceed total assets by
$2,742,881.   These  factors,  and  the  others  discussed  in  Note  18,  raise
substantial  doubt about the company's  ability to continue as a going  concern.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classification  of liabilities  that might be necessary in the event the company
cannot continue in existence.

                                    MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                    Certified Public Accountants

New York, New York
May 10, 2002




                                       12
<PAGE>


<TABLE>
<CAPTION>
                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                                December 31,
                                                                       ------------------------------
                                                                          2001               2000
                                                                       -----------        -----------
<S>                                                                    <C>                <C>
      ASSETS
Current assets
  Cash and cash equivalents                                            $         -        $         -
  Accounts receivable, net of allowance for
   doubtful accounts of $35,469 and $17,500                                 47,624            124,872
  Due from factor                                                              309                  -
                                                                       -----------        -----------
      Total current assets                                                  47,933            124,872

Property and equipment, net of accumulated
 depreciation of $44,659 and $23,446                                        54,708             62,666
Intangible assets, net of accumulated amortization
 of $ 108,273 and $2,242                                                 1,372,566             16,501
Debt issue costs, net of accumulated amortization
 of $21,863 and $6,456                                                      65,587             28,544
Other assets                                                                 8,333              2,671
                                                                       -----------        -----------
      TOTAL ASSETS                                                     $ 1,549,127        $   235,254
                                                                       ===========        ===========

      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
   Bank overdraft                                                      $    20,031        $    45,505
   Accounts payable and accrued expenses                                   588,853             21,140
   Payroll taxes payable                                                   140,543                  -
   Convertible notes payable - current                                   1,587,500                  -
   Notes payable - current                                                 392,626            231,624
                                                                       -----------        -----------
      Total current liabilities                                          2,729,553            298,269

Due to officer                                                              49,506             94,582
Convertible debentures                                                   1,192,949            100,000
Convertible notes payable                                                  250,000                  -
Notes payable - non-current                                                 70,000             37,572
                                                                       -----------        -----------
      Total liabilities                                                  4,292,008            530,423
                                                                       -----------        -----------

Commitments and contingencies                                                    -                  -

STOCKHOLDERS' DEFICIENCY
   Preferred stock - $0.001 par value; 10,000,000
    shares authorized; -0- issued and outstanding                                -                  -
   Common stock - $0.001 par value; 50,000,000 shares
    authorized;10,502,248 and 10,014,748 issued and outstanding             10,502             10,014
   Treasury stock                                                         (587,930)                 -
   Additional paid-in capital                                            3,181,725            636,963
   Deferred compensation                                                  (326,000)                 -
   Accumulated deficit                                                  (5,021,178)          (942,146)
                                                                       -----------        -----------
      Total stockholders' deficiency                                    (2,742,881)          (295,169)
                                                                       -----------        -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                   $ 1,549,127        $   235,254
                                                                       ===========        ===========

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


                                       13
<PAGE>

<TABLE>
<CAPTION>

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


                                                              For the Year Ended
                                                                 December 31,
                                                       -------------------------------
                                                           2001               2000
                                                       ------------       ------------
<S>                                                    <C>                <C>
Revenue                                                $  3,041,190       $  1,171,129

Cost of revenue                                             371,048                  -
                                                       ------------       ------------

Gross margin                                              2,670,142          1,171,129
                                                       ------------       ------------

Operating expense
  Selling, general and administrative expense             3,950,672          1,361,716
  Depreciation and amortization expense                     259,973             13,248
  Asset impairment                                        1,873,324                  -
                                                       ------------       ------------
                                                          6,083,969          1,374,964
                                                       ------------       ------------
Loss from operations                                     (3,413,827)          (203,835)

Interest expense, net                                       665,205                  -
                                                       ------------       ------------

Loss before provision for income taxes                   (4,079,032)          (246,247)

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

Net loss                                               $ (4,079,032)      $   (246,247)
                                                       ============       ============

Net loss per common share
    Basic and diluted                                  $      (0.41)      $     ( 0.04)
                                                       ============       ============
</TABLE>


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



                                       14
<PAGE>

<TABLE>
<CAPTION>

                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



                                                            Additional                   Deferred      Stockholders'
                                       Common Stock          Paid-in     Treasury      Compensation     Accumulated        Equity
                                    Shares      Amount       Capital       Stock          Expense         Deficit       (Deficiency)
                                  ----------    -------     ----------   ---------       ---------      -----------     ------------
<S>                               <C>           <C>         <C>          <C>             <C>            <C>             <C>
Balance at December 31, 1999       4,226,283    $ 4,226     $  248,518           -       $       -      $  (695,899)    $  (443,155)

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

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

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

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

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

Net Loss                                   -          -              -           -               -         (246,247)       (246,247)
                                  ----------    -------     ----------   ---------       ---------      -----------     -----------

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

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

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

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

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

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

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

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

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

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

Net loss                                   -          -             -            -               -       (4,079,032)     (4,079,032)
                                  ----------    -------     ----------   ---------       ---------      -----------     -----------
Balance at December 31, 2001      10,502,248     10,502     $3,181,725   $(587,930)      $(326,000)     $(5,021,178)    $(2,742,881)
</TABLE>


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


                                       15
<PAGE>


<TABLE>
<CAPTION>
                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                             For the Year Ended
                                                                                December 31,
                                                                       ------------------------------
                                                                           2001              2000
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                                            $ (4,079,032)     $   (246,247)
   Adjustments to reconcile net loss to net cash
    (used in) provided by operating activities:
      Depreciation and amortization expense                                 261,593            13,248
      Issuance of stock for services                                         93,750                 -
      Issuance of stock for interest                                              -               903
      Amortization of debt issue costs                                       50,407             6,456
      Compensation expense                                                  163,000                 -
      Asset impairment                                                    1,873,324                 -
      Bad debt expense                                                            -            11,500
   Changes in certain assets and liabilities:
      (Increase) decrease in accounts receivable                            315,945           (95,789)
      (Increase) in due from factor                                            (309)                -
      (Increase) in other assets                                             (3,397)                -
      Decrease in prepaid expenses                                                -             4,275
      Increase in payroll taxes payable                                     140,543                 -
      Decrease (increase) in accounts payable and accrued expenses          404,682            (6,707)
                                                                       ------------      ------------
Total cash (used in) provided by operating activities                      (779,494)         (312,361)
                                                                       ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Increase in property and equipment                                       (13,255)          (38,205)
   Increase in intangible assets                                                  -            (8,743)
                                                                       ------------      ------------
                                                                            (13,255)          (56,948)
                                                                       ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Offering costs                                                                 -          (176,170)
   Debt issue cost                                                          (32,475)                -
   Increase (decrease) in bank overdraft                                     (3,155)           28,498
   Proceeds from issuance of debentures                                     445,025                 -
   Proceeds from notes payable                                                    -           110,967
   Repayment of notes payable                                               (56,570)          (74,330)
   Decrease in due to officer                                               (60,076)         (124,656)
   Beneficial conversion                                                    500,000                 -
   Sale of preferred stock                                                        -           600,000
                                                                       ------------      ------------
Total cash provided by financing activities                                 792,749           364,309
                                                                       ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                         -            (5,000)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                     -             5,000
                                                                       ------------      ------------
CASH AND CASH EQUIVALENTS - END OF YEAR                                           -      $          -
                                                                       ------------      ------------
CASH PAID DURING THE YEAR FOR:
   Interest expense                                                    $     53,675      $          -
                                                                       ============      ============
   Income taxes                                                        $          -      $          -
                                                                       ============      ============
</TABLE>

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


                                       16
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                1AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2001 AND 2000



NON CASH FINANCING ACTIVITIES:


     During the year ended  December 31,  2000,  the Company  reclassed  prepaid
     offering costs of $65,500 against the related proceeds.

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

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

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





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


                                       17
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

          Effective May 9, 2000, the Company,  Achievement  Tec and  Acquisition
          entered into an Agreement and Plan of Merger,  subsequently amended by
          a certain  Addendum to Agreement and Plan of Merger,  dated as of July
          1,  2000,  among the  Company,  Achievement  Tec and  Acquisition  (as
          amended, the "Merger Agreement"),  whereby Acquisition will merge with
          and into Achievement Tec pursuant to the laws of the State of Delaware
          and Texas, and Achievement Tec will be the surviving  corporation (the
          "Merger")  (see Note 2 for  Reorganization).  Pursuant  to the  Merger
          Agreement,   the  holders  of  the  common  and  preferred   stock  of
          Achievement  Tec will  receive an  aggregate  of  7,000,000  shares of
          common stock of the  Company,  representing  approximately  70% of the
          outstanding  common stock of the Company  immediately  following  such
          issuance.

          The financial  statement presented include the accounts of Achievement
          Tec from its  inception  (May 25,  1967) and that of  Achievement  Tec
          Holdings, Inc. from November 9, 2000 to December 31, 2000.

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

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




                                       18
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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

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

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

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

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

          The estimated useful lives of the assets are as follows:

              Furniture and fixtures          7 years
              Equipment                       5 years



                                       19
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

          Advertising Costs
          -----------------
          Advertising  costs are  expensed as incurred  and included in selling,
          general and administrative  expenses. For the years ended December 31,
          2001 and 2000,  advertising  expense  amounted to $448,182 and $6,595,
          respectively.

          Fair Value of Financial Instruments
          -----------------------------------
          The  Company's   financial   instruments  consist  of  cash,  accounts
          receivable,  inventory,  accounts  payable and accrued  expenses,  and
          long-term debt. The carrying amounts of cash,  accounts receivable and
          accounts  payable and accrued  expenses  approximate fair value due to
          the highly liquid  nature of these  short-term  instruments.  The fair
          value of long-term borrowings was determined based upon interest rates
          currently  available to the Company for borrowings with similar terms.
          The fair  value of  long-term  borrowings  approximates  the  carrying
          amounts as of December 31, 2001 and 2000.

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

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




                                       20
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Debt Issue Costs
          ----------------
          Debt issue costs represent various  commissions paid and the estimated
          cost of the conversion  discount  feature  relating to the issuance of
          the Company's convertible debentures.  These costs are being amortized
          over the life of the debt (see Note 4).

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

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

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

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

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

                                                          December 31,
                                                    ------------------------
                                                       2001          2000
                                                    ----------     ---------
                  Basic and diluted                 10,502,000     6,080,000
                                                    ==========     =========


          Comprehensive Income
          --------------------
          SFAS No. 130, "Reporting  Comprehensive  Income" establishes standards
          for  the  reporting  and  display  of  comprehensive  income  and  its
          components  in the financial  statements.  As of December 31, 2001 and
          2000,  the Company has no items that  represent  comprehensive  income
          and, therefore, has not included a schedule of comprehensive income in
          the financial statements.





                                       21
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000




NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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

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







                                       22
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 2 -  CORPORATE REORGANIZATION AND MERGER

          On May 9, 2000,  the Company  entered  into an  agreement  and plan of
          merger,  subsequently amended on July 1, 2000 and executed on November
          9 2000. This Reorganization  Agreement (the "Agreement") provided that
          the Company's wholly owned subsidiary, Acquisition and Achievement Tec
          would be merged and  Achievement  Tec would be the  surviving  entity.
          Acquisition had no assets or liabilities as of the date of the merger.
          On November 14, 2000, a certificate of merger was filed with the State
          of Texas. In connection with the merger  transaction,  shareholders of
          Achievement Tec, received the following:

              i)   7,000,000 shares of the Company's common stock; and

             ii)   14,448 shares of the Company's common stock.


          This  merger  transaction  has  been  accounted  for in the  financial
          statements as a reverse  acquisition.  As a result of this transaction
          the former  shareholders  of  Achievement  Tec  acquired or  exercised
          control over a majority of the shares of the Company. Accordingly, the
          transaction   has  been   treated   for   accounting   purposes  as  a
          recapitalization  of Achievement Tec and,  therefore,  these financial
          statements  represent a continuation of the legal entity,  Achievement
          Tec,  not  the  Company,   the  legal  survivor.   Consequently,   the
          comparative   figures  are  those  of  Achievement  Tec.  Because  the
          historical financial statements are presented in this manner, proforma
          financial statements are not required.

          In accounting for this transaction:

              i)   Achievement  Tec is deemed to be the  purchaser and surviving
                   company for accounting purposes.  Accordingly, its net assets
                   are included in the balance  sheet at their  historical  book
                   values;

             ii)   Control of the net assets and business of Achievement Tec was
                   acquired  effective  on  November  9,  2000  (the  "Effective
                   Date"). This transaction has been accounted for as a purchase
                   of the assets and  liabilities  of the Company by Achievement
                   Tec.  As of  November  9, 2000,  the Company had no assets or
                   liabilities. Summary of their balance sheet was as follows:

                        Common stock                           $   3,000
                        Additional paid-in capital               142,020
                        Accumulated deficit                     (145,020)
                                                               ---------
                        Total stockholders' equity             $       -
                                                               =========

            iii)   The   statements  of   operations   and  cash  flows  include
                   Achievement  Tec  results of  operations  and cash flows from
                   January 1, 1999 and the Company's  results of operations from
                   the Effective Date.



                                       23
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 3 -  DUE FROM FACTOR

          Puruant to the terms of a factoring  agreement  the company  assigns a
          substantial portion of its accounts receivable on a non-recourse basis
          up to a maximum established by the factor.  Receivables sold in excess
          of these  limitations  are  subject to  recourse.  The factor  charges
          commissions as a percentage of receivables assigned.  During the first
          quarter of 2002, the company no longer assigned any of its receivables
          to the factor and the factoring  agreement was terminated on March 22,
          2002.

          The  balance  due  from  factor  at  December  31,  2001  consists  of
          receivables of  approximately  $146,000 and advances of  approximately
          $145,700 for a net balance due from factor of approximately $300.

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

NOTE 4 -  RELATED PARTY TRANSACTIONS

          As of  December  31,  2001 and 2000,  the Company has a payable due to
          officers  totaling  $49,506 and $94,582,  respectively.  These amounts
          represent  advances made to the Company by its Chief Executive Officer
          ("CEO")  and Paul  Nolan for  various  expenses.  This  payable  bears
          interest at the rate of 8% per annum,  with  interest  only payable in
          monthly  installments  beginning on January 1, 1999  continuing  until
          January 1, 2004,  at which time the  remaining  unpaid  principal  and
          interest shall be due in full.

NOTE 5 -  INTANGIBLES

          Intangible consist of the following:

                                                         December 31
                                                 ---------------------------
                                                     2001           2000
                                                 -----------     -----------
          Goodwill                               $ 1,462,096     $         -
          Copyrights                                  18,743          18,743
                                                 -----------     -----------
                                                   1,480,839          18,743
          Less:  accumulated amortization            108,273           2,242
                                                 -----------     -----------
                                                 $ 1,372,566     $    16,501
                                                 ===========     ===========

          Amortization  expense for the years ended  December  31, 2001 and 2000
          was $106,031 and $2,242 respectively.





                                       24
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 6 -  ACQUISITIONS

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

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

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

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

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






                                       25
<PAGE>




                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000




NOTE 6 -  ACQUISITIONS (Continued)

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

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

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

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


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

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

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




                                       26
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 6 -  ACQUISITIONS (Continued)

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

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

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

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

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

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

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



                                       27
<PAGE>




                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 6 -  ACQUISITIONS (Continued)

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

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

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

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

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

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

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

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





                                       28
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 6 -  ACQUISITIONS (Continued)

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

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

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

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

          Total goodwill recorded in 2001 was $3,469,769.

          The results of operations of the above  acquisition have been included
          since  January 1, 2001,  the date of the  acquisitions.  The following
          unaudited proforma  information presents the results of operations for
          the year ended December 31, 2000 though the  acquisition  had occurred
          on January 1, 2000.

                     Revenue                 $3,838,083
                     Net Loss                $ (416,813)
                     Loss per share          $    (0.07)




                                       29
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 7 -  PROPERTY AND EQUIPMENT

          Property and equipment is summarized as follows:

                                                           December 31,
                                                    -------------------------
                                                      2001            2000
                                                    ---------       ---------

            Machinery and Equipment                 $  87,107        $ 76,492
            Furniture and Fixtures                     12,260           9,620
                                                    ---------       ---------
                                                       99,367          86,112
            Less:  Accumulated Depreciation           (44,659)         23,446)
                                                    ---------       ---------
            Property and Equipment, net             $  54,708       $  62,666
                                                    =========       =========

          Depreciation  expense for the years ended  December  31, 2001 and 2000
          was $21,213 and $11,008 respectively.


NOTE 8 -  NOTES PAYABLE

          Notes payable consisted of the following:
<TABLE>
<CAPTION>

                                                                       December 31
                                                                --------------------------
                                                                    2001          2000
                                                                -----------    -----------
<S>                                                             <C>            <C>
          a)    First Savings Bank - Interest rate 8.4% -
                  Due on March 25, 2003                         $   109,932    $   109,932
          b)    First Savings Bank - Interest rate 10.5% -
                  Due on December 15, 2000                                           4,000
          c)    First Savings Bank - Interest rate 11%
                  Due on April 19, 2002                                             10,965
          e)     Joe & Karen Loyd                                   210,000              -

                Various Notes Payable - Interest rate 8% -
                  Due at various dates to 2002                      142,694        144,299
                                                                -----------    -----------
                                                                    462,626        269,196
                Less:  Current Portion                            ( 392,626)     ( 231,624)
                                                                -----------    -----------
                Long-Term Portion                               $    70,000    $    37,572
                                                                ===========    ===========
</TABLE>

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



                                       30
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 8 -  NOTES PAYABLE (Continued)

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

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

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

NOTE 9 -  CONVERTIBLE NOTES PAYABLE

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

          a)  Selling of Career Direction, Inc.             $  450,000
          b)  Selling of Personnel Profiles, Inc.              437,500
          c)  Selling of L & R Moran, Inc.                     950,000
                                                            ----------
                                                             1,837,500
              Less:  Current  Portion                        1,587,500
                                                            ----------
              Long-Term Portion                             $  250,000


     a)   On January 1, 2001, the Company  acquired Career  Direction,  Inc. for
          1,000,000  shares of common stock. At the election of Career Direction
          seller,  in the event the  Company  conducts  a primary  or  secondary
          offering of its stock that generates  proceeds of at least $2,000,000.
          Each quarterly  installment of 50,000 shares is convertible to cash in
          the  amount of  $50,000.  These  contingent  cash  obligations  of the
          Company are secured pursuant to a convertible promissory note.




                                       31
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 9 -  CONVERTIBLE NOTES PAYABLE (Continued)

     b)   The  Company  acquired  Personnel   Profiles,   Inc.  for  a  $500,000
          convertible  note payable at a convertible  rate of $62,500 at the end
          of each calendar quarter beginning March 31, 2001, upon the successful
          completion  by the  Company  of a private  placement  offering  of its
          common stock in the amount of at least $1,000,000.

     c)   The Company acquired L and R Moran,  Inc., for 50,000 shares of common
          stock and  $950,000  notes  payable out of the  proceeds of primary or
          secondary offering of stock at $1.00 per share.

NOTE 10 - PREFERRED STOCK

          On  September  20, 1999,  Achievement  Tec amended  their  Articles of
          Incorporation to have the authority to issue 1,000,000 shares of newly
          created  preferred  Class A stock  with no par  value.  The  preferred
          shares were convertible on a 1:1 basis with Achievement  Tec's commons
          stock. As of December 31, 1999, 139,958 shares were issued.

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

NOTE 11 - CONVERTIBLE DEBENTURES

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

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



                                       32
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 11 - CONVERTIBLE DEBENTURES (Continued)

          At  December  31,  2000,  convertible  debentures  consisted  of notes
          payable in the amount of  $100,000  bearing  interest at 8% per annum,
          payable on the 270th day following  November 9, 2000. These debentures
          are  convertible  into  shares of the  Company's  common  stock at the
          option  of the  holder  by  dividing  the  outstanding  principal  and
          interest by the conversion price which shall be equal to or the lesser
          of (1)  65% of the  average  bid  price  during  the 10  trading  days
          preceding the conversion  date; or (2) U.S. $1.429 per share of common
          stock.  These  debentures  were  retired  pursuant  to issuance of new
          debentures in 2001.

NOTE 12 - STOCK OPTION PLAN

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

          The Company's option activity is as follows:
                                                                      2001
                                                                    --------
          Options outstanding - beginning of year                          -
          Issued  with an exercise price $1.00                       500,000
          Canceled                                                  (200,000)
          Exercised                                                        -
                                                                    --------
          Options outstanding - December 31,                         300,000
                                                                    ========

          Options exercisable - December 31,                          90,000

          Remaining life of options outstanding at December 31       4 years

          The above  options  were issued  with an exercise  price less than the
          fair value of the stock on the date of grant. Accordingly, the Company
          recorded  $815,000 of deferred  compensation  expense  upon  issuance,
          which will be charged to expense over the service period.  $163,000 of
          compensation  expenses  related to these  options has been recorded in
          the statement of operations for 2001.

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



                                       33
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 12 - STOCK OPTION PLAN (Continued)

          The  Company  accounts  for its stock  option  transactions  under the
          provisions of APB No. 25. The following pro forma information is based
          on  estimating  the fair value of grants based upon the  provisions of
          SFAS No. 123.  The fair value of each option  granted  during the year
          ended  December  31, 2001 has been  estimated  as of the date of grant
          using  the  Black-Scholes  option  pricing  model  with the  following
          assumptions:

                                                                 2001
                                                               --------

          Risk free interest rate                                  5.5%
          Life of the options                                   3 years
          Expected dividend yield                                    0%
          Expected volatility                                      156%
            Weighted fair value of options granted               $ 2.38

          Accordingly,  the  Company's pro forma net loss and net loss per share
          assuming  compensation  cost was  determined  under SFAS No. 123 would
          have been the following:

                                                             2001
                                                          -----------
          Net loss                                        $(3,916,032)
          Net loss per basic share                        $(     0.38)


NOTE 13 - COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

          Rent expense under  operating  leases for the year ended  December 31,
          2001 and 2000, was approximately $ 177,754 and $69,422, respectively.




                                       34
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 14 - INCOME TAXES

          The components of the provision for income taxes are as follows:


                                                     December 31,
                                                 --------------------
                                                   2001         2000
                                                 --------    --------
          Current Tax Expense
             U.S. Federal                        $      -    $      -
             State and Local                            -           -
                                                 --------    --------
          Total Current                                 -           -
                                                 --------    --------

          Deferred Tax Expense
             U.S. Federal                               -           -
             State and Local                            -           -
                                                 --------    --------
          Total Deferred                                -           -
                                                 --------    --------
          Total Tax Provision (Benefit) from
           Continuing Operations                $       -    $      -
                                                 ========    =========


          The  reconciliation  of the  effective  income tax rate to the Federal
          statutory rate is as follows for the years ended December 31, 2001 and
          2000:

          Federal Income Tax Rate                 (34.0)%      (34.0)%
          Effect of Valuation Allowance            34.0%        34.0%
                                                 --------     --------
          Effective Income Tax Rate                 0.0%         0.0%
                                                 ========     ========

          At December 31, 2001 and 2000, the Company had net carryforward losses
          of approximately $5,021,178 and $942,146, respectively. Because of the
          current uncertainty of realizing the benefit of the tax carryforwards,
          a valuation  allowance equal to the tax benefit for deferred taxes has
          been established.  The full realization of the tax benefit  associated
          with  the  carryforwards  depends  predominantly  upon  the  Company's
          ability to generate taxable income during the carryforward period.


                                       35
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 14 - INCOME TAXES (Continued)

          Deferred  tax assets  and  liabilities  reflect  the net tax effect of
          temporary  differences  between  the  carrying  amount of  assets  and
          liabilities  for  financial  reporting  purposes  and amounts used for
          income tax purposes.  Significant components of the Company's deferred
          tax assets and liabilities are as follows:

                                                          December 31,
                                                  ----------------------------
                                                     2001             2000
                                                  -----------      -----------
          Deferred Tax Assets
             Loss Carryforwards                   $ 1,390,000      $   320,000
             Less:  Valuation Allowance            (1,390,000)        (320,000)
                                                  -----------      -----------
          Net Deferred Tax Assets                 $         -      $         -
                                                  ===========      ===========

          Net operating loss carryforwards expire starting in 2007 through 2014.
          Per year  availability  is subject to change of ownership  limitations
          under Internal Revenue Code Section 382.


NOTE 15-  FINANCIAL INFORMATION RELATING TO SEGMENTS

          The  Company's  operating  activities  can be  divided  into two major
          segments - career fairs and hiring solutions.  Segment information for
          the years ended December 31, is as follows:

          Segment Revenue:                              2001           2000
          ---------------                           -----------     -----------
                    Career Fairs                    $ 1,236,403     $         -
                    Hiring Solutions                  1,847,787       1,171,129
                                                    -----------     -----------
                                                    $ 3,041,190     $ 1,171,129
                                                    ===========     ===========

          Segment Loss Before Income Taxes:
          --------------------------------
                    Career Fairs                    $  (265,431)    $         -
                    Hiring Solutions                 (3,813,601)       (246,247)
                                                    -----------     -----------
                                                    $(4,079,032)    $  (246,247)
                                                    ===========     ===========

NOTE 16 - SUBSEQUENT EVENTS

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




                                       36
<PAGE>



                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 16 - SUBSEQUENT EVENTS (Continued)

          Pursuant  to the L & R  Rescission  Agreement,  each  of  the  parties
          acknowledges  that the Purchase and Sale  Agreement  dated  January 1,
          2001, is terminated  along with all related  agreements or instruments
          in  all  respects  and  this   specifically   includes   contracts  of
          employment, stock options and bills of sale. Each party agrees to hold
          the other party harmless, including officers, directors, shareholders,
          agents  and  assigns,  from  any and all  liability  arising  from the
          Agreement  and  Purchase of Sale  Agreement  dated  December 14, 2000.
          Further, the Company agrees to defend, indemnify and hold harmless L+R
          Moran and its successors  and assigns from,  against and in respect of
          any and all loss or damage,  including  attorneys and accounting fees,
          resulting  from the operation of Company from the date of execution of
          the L & R Rescission Agreement.

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

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

          The  assets  of L and R Moran  and  Nolan  included  in the  Company's
          consolidated  balance  sheet of December  31, 2001 are  summarized  as
          follows:

                Cash                                $    4,058
                Other assets                             5,662
                Fixed assets                             5,895
                Goodwill                             1,462,636
                                                    ----------
                                                     1,478,251

                Accounts payable                       121,485
                Convertible notes payable            1,387,500
                Due to unrelated party                  21,000
                                                    ----------
                                                     1,529,985

                Net assets                          $  (51,734)
                                                    ==========


                                       37
<PAGE>


                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 16 - SUBSEQUENT EVENTS (Continued)

          The results of  operations  of Land R Moran and Nolan  included in the
          statement  of  operations  for the year ended  December  31,  2001 are
          summarized as follows:

                  Revenue                     $ 1,165,338
                  Cost and expense              1,149,768

NOTE 17 - GOING CONCERN

          The Company's  financial  statements  are presented on a going concern
          basis,   which   contemplates   the  realization  of  assets  and  the
          satisfaction  of  liabilities  in the normal  course of business.  The
          Company incurred a net loss of $4,079,032 for 2001 and has experienced
          recurring losses.  At December 31, 2001,  current  liabilities  exceed
          current assets by $2,681,620 and total liabilities exceed total assets
          by $2,742,881.  In order to remain a going  concern,  the Company must
          obtain additional  sources of cash and ultimately  achieve  profitable
          operations. The Company's plans for raising additional sources of cash
          primarily  rely on the  Company's  intent  to  raise  capital  through
          private  placement  offerings of shares of common stock. The Company's
          continued  existence  is  dependent  upon its  ability to resolve  its
          liquidity problems by raising additional cash,  developing new product
          lines,  controlling  operating  expenses and by  achieving  profitable
          operations.  No  assurances  can be made that the  Company  can obtain
          additional  sources of cash or that  operations can produce a positive
          cash flow or that the Company  will be  successful  in  achieving  the
          above  stated  goals.  The  financial  statements  do not  include any
          adjustments   to  reflect   the   possible   future   effects  on  the
          recoverability  and  classification  of  assets  or  the  amounts  and
          classification  of  liabilities  that may  result  from  the  possible
          inability of the Company to continue as a going concern.




                                       38
<PAGE>



ITEM 8.  CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         The disclosure called for by this item has been previously  reported by
the Registrant in a Form 8-K filed with the  Securities and Exchange  Commission
on April 9, 2001.


PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors, Executive Officers and Nominees

         Set forth below is certain  information with respect to each person who
is a director, executive officer or nominee of the Company as of April 29, 2002.
<TABLE>
<CAPTION>

Name                  Age      Position                                                 Director Since

<S>                   <C>      <C>                                                      <C>
Milton Cotter         59       Chairman of the Board,                                   Nov. 2000
                               President (Registrant and Achievement Tec, Inc.)
Richard Berman        59       Vice Chairman                                            Nov. 2000

</TABLE>

         All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified.

         The business  experience of each of the persons listed above during the
past five years is as follows:

         Milton  Cotter  has  served  as  Chairman  of the  Board of  Directors,
         President,  and Chief Executive  Officer of Achievement Tec, Inc. since
         1997.  As  of  November  14,  2001,  Achievement  Tec,  Inc.  became  a
         wholly-owned  subsidiary of the Company.  Prior to 1997, he served as a
         private consultant to several individual companies, in conjunction with
         a  psychological  testing  firm in  Dallas,  using  standardized  tests
         available  on the  marketplace.  Milton  Cotter  is the  father of Eric
         Cotter.

         Richard  Berman  has over 30 years of  experience  in  private  equity,
         investment banking and business  development/operations.  In September,
         1998, Mr. Berman joined Internet  Commerce Company  (publicly traded on
         Nasdaq:  ICCSA) and is currently a Director of ICC, as well as Chairman
         of the Board for Knowledge Cube.


Section 16(a) Beneficial Ownership Reporting Compliance

         Milton Cotter,  Richard Berman  (directors),  Joe C. Loyd, Neil Powell,
Mary Jo Zandy and Eric Cotter (former directors) were required to file Form 5 on
February  14,  2002.  These  reports  were  filed  on a  timely  basis  with the
Securities and Exchange Commission.  It is unknown whether any officer, director
or 10%  stockholder  filed the required  Section 16(a) reports prior to the date
ownership control of the Company changed on November 14, 2000.



                                       39
<PAGE>



ITEM 10. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE



                                                                  Other Annual
Name And Principal Position        Year      Salary     Bonus   Compensation ($)

Milt Cotter, CEO                   2001     $162,953      --          --
                                   2000     $139,000      --          --
                                   1999     $112,600

Eric Cotter, Admin. Mgr.           2001     $103,507      --          --
(Achievement Tec, Inc.)            2000     $113,000      --          --
                                   1999     $ 92,000      --          --

David Fenner, VP Client Rel.       2001     $114,730      --          --
(Achievement Tec, Inc.)            2000     $113,000      --          --
                                   1999     $ 92,000      --          --

William Stewart, VP Tech. Div.     2001     $ 76,880      --          --
(Achievement Tec, Inc.)            2000     $ 78,900      --          --
                                   1999     $ 72,450      --          --

         During the last completed fiscal year, there were no individual  grants
of stock  options or  freestanding  SARs,  nor were there any exercises of stock
options or freestanding SARs, to or by any executive officer, nor were there any
unexercised options or SARs granted to any executive officer, nor were there any
awards made to any executive officers under any long term incentive plan.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  information,  to  the  best  of the
Company's knowledge,  as of December 31, 2001, with respect to each person known
by the Company to own beneficially more than 5% of the outstanding Common Stock,
each  director  and  nominee,  each of the  named  executive  officers,  and all
directors and  executive  officers as a group.  As used in the table below,  the
term "BENEFICIAL OWNERSHIP" means the sole or shared power to vote or direct the
voting,  or to dispose or direct the disposition,  of any security.  A person is
deemed as of any date to have  beneficial  ownership of any  security  that such
person  has a right to  acquire  within  60 days  after  such  date.  Except  as
otherwise  indicated,  the  stockholders  listed  below  have  sole  voting  and
investment powers with respect to the shares indicated.

Name and Address                    Amount and Nature of          Percent
of Beneficial Owner                 Beneficial Ownership          of Class (1)

Glenn A. Arbeitman (2)                      992,158                  9.2%
155 First Street
Mineola, NY 11501

Corey Ribotsky (3)                        1,067,158                  9.8%
155 First Street
Mineola, NY 11501

Milton Cotter (4)                         3,790,571                 36.1%
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050

Richard Berman                              859,613                  8.2%
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050

Cathy Knight                                128,561                  1.2%
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050

All Executive Officers and
Directors as a Group                      4,778,745                 45.5%
(3 Persons)





                                       40
<PAGE>


 ----------------------
     (1) Calculated based upon  approximately  10,502,248 shares of common stock
         outstanding as of December 31, 2001.
     (2) Includes  339,658  shares New Millennium  Capital  Partners II, LLC, an
         entity  controlled  by the  referenced  individual,  has the  right  to
         acquire in the aggregate in concert with AJW Partners,  LLC pursuant to
         the purchase of the company's 10% convertible debentures.
     (3) Includes  339,658 shares AJW Partners,  LLC and New Millennium  Capital
         Partners II, LLC,  entities  controlled by the  referenced  individual,
         have the right to acquire in the aggregate  pursuant to the purchase of
         the company's 10% convertible debentures, and 75,000 shares held by The
         N.I.R. Group, LLC, an entity controlled by the referenced individual.
     (4) Includes  1,821,292  shares held by the Cotter 1986 Trust, of which the
         referenced individual is trustee.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During  the past two  fiscal  years,  there  have been no  transactions
between the Company and any officer, director, nominee for election as director,
or any  shareholder  owning  greater  than five  percent  (5%) of the  Company's
outstanding  shares,  nor  any  member  of  the  above  referenced  individuals'
immediate family, except as follows:

     As of May 9, 2000, the Company,  its wholly-owned  subsidiary,  Achievement
     Tec Acquisition Corporation,  a Delaware corporation  ("Acquisition"),  and
     Achievement Tec, Inc., a Texas  corporation  ("Achievement  Tec"),  entered
     into an  Agreement  and Plan of Merger,  subsequently  amended by a certain
     Addendum to Agreement and Plan of Merger,  dated as of July 1, 2000,  among
     the Company,  Acquisition  and  Achievement  Tec (as  amended,  the "Merger
     Agreement"). Pursuant to the Merger Agreement, effective November 14, 2000,
     Acquisition merged with and into Achievement Tec pursuant to the law of the
     States of Delaware  and Texas,  with  Achievement  Tec being the  surviving
     corporation  (the  "Merger").   Pursuant  to  the  Merger  Agreement,   the
     pre-Merger  holders  of  capital  stock  of  Achievement  Tec  received  an
     aggregate of 7,014,448 shares of common stock of the Company,  representing
     70% of the outstanding  common stock of the Company  immediately  following
     such issuance. Such pre-Merger holders included Milton Cotter, who received
     3,790,571  shares (which includes shares received by the Cotter 1986 Trust,
     of which Milton Cotter is trustee),  and Eric Cotter,  who received 449,965
     shares.





                                       41
<PAGE>



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

         *2(i)   Agreement  and  Plan  of  Merger  dated  as  of  May  9,  2000,
         subsequently  amended by a certain  Addendum to  Agreement  and Plan of
         Merger, dated as of July 1, 2000, among ACHIEVEMENT TEC HOLDINGS, Inc.,
         Achievement Tec Acquisition  Corporation,  a Delaware corporation,  and
         Achievement  Tec, Inc., a Texas  corporation,  filed as Exhibit to Form
         8-K, filed November 14, 2000.

         *3(i) Articles of Incorporation filed as Exhibit to Form 10-SB.

         *3(ii) By-Laws filed as Exhibit to Form 10-SB.

         *4 Specimen Stock Certificate filed as Exhibit to Form 10-SB.

         21 Subsidiaries

         - - - - -
         *Exhibits so marked have  heretofore been filed with the Securities and
         Exchange   Commission   as  part  of  the  filing   indicated  and  are
         incorporated herein by reference.

         (b) Reports on Form 8-K

         Registrant  filed  a  Form  8-K  on  March  6,  2001,  listing  Item  2
(Acquisition or Disposition of Assets),  and Item 7 (Financial  Statements,  Pro
Forma Financial Information and Exhibits).

         Registrant  filed a Form 8-K on April 9, 2001,  listing Item 4 (Changes
in Registrant's Certifying Accountant).

         Registrant  filed a Form 8-K on July 17,  2001,  listing  Item 5 (Other
Events).

         Registrant  filed a Form 8-K on July 25,  2001,  listing  Item 5 (Other
Events).



                                   Exhibit 21

                                  Subsidiaries

         As of April 30, 2002, the Company had the following subsidiaries:

         1.  Achievement Tec, Inc.
         2.  Career Direction, Inc.




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<PAGE>




                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

ACHIEVEMENT TEC HOLDINGS, INC.

BY:    \s\ Milton S. Cotter
       --------------------
NAME:  Milton S. Cotter
TITLE: President and Director

Dated:  May 20, 2002

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

 Signature                   Title                                   Date

 \s\ Milton S. Cotter        Principal Executive Officer         May 20, 2002
 --------------------        and Director
 Milton S. Cotter

 \s\ Richard Berman          Director                            May 20, 2002
 ------------------
 Richard Berman





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