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

                                   FORM 10-KSB

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

                      For the Year Ended December 31, 2002

                         Commission File Number 0-23737

                         ACHIEVEMENT TEC HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

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


                711 South Columbus Avenue, Mount Vernon, NY 10550
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (914) 699-5190
                            (Registrant's telephone
                                    number)

         Securities registered under Section 12(b) of the Exchange Act:

                   Title of each class to be registered: None

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

           Common Stock, $.001 par value, 50,000,000 shares authorized

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of 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.

The  aggregate  market value as of September 2, 2003 of the voting common equity
held by non-affiliates is $808,795.
<PAGE>


              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING PRECEDING FIVE YEARS

Indicate by checkmark whether the Registrant has filed all documents and reports
to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange  Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.

                                YES ____ NO ____

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity,  as of the latest  practicable date. As of August 31, 2003, there
were  48,391,966   shares  of  the  Company's  $.001  Common  Stock  issued  and
outstanding.

This  Form  10-KSB  contains   "forward-looking   statements"  relating  to  the
Registrant  which  represent the  Registrant's  current  expectations or beliefs
including,  but not limited to, statements concerning  Registrant's  operations,
performance,  financial  condition and growth.  For this purpose,  any statement
contained in this Form 10-KSB that are not  statements  of  historical  fact are
forward-looking  statements.  Without  limiting the generality of the foregoing,
words  such  as  "may",   "anticipation",   "intend",  "could",  "estimate",  or
"continue"  or the  negative or other  comparable  terminology  are  intended to
identify  forward-looking  statements.  These statements by their nature involve
substantial  risks and  uncertainties,  such as  credit  losses,  dependence  on
management and key personnel and  variability of quarterly  results,  ability of
Registrant to continue its growth strategy and competition, certain of which are
beyond  the  Registrant's  control.  Should  one  or  more  of  these  risks  or
uncertainties  materialize or should the underlying assumptions prove incorrect,
actual outcomes and results could differ  materially from those indicated in the
forward-looking statements.

                                       i
<PAGE>
                         ACHIEVEMENT TEC HOLDINGS, INC.
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                              PAGE(S)
PART I                                                                                        -------
<S>                                                                                               <C>
    Explanatory Note                                                                              1

    Item 1.   Description of Business                                                             1-4

    Item 2.   Description of Property                                                             4

    Item 3.   Legal Proceedings                                                                   4

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


PART II


    Item 5.   Market for Common Equity and Related Stockholder Matters                            5-6

    Item 6.   Management's Discussion and Analysis or Plan of Operation                           6-16

    Item 7.   Financial Statements                                                                16

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


PART III


    Item 9.   Directors, Executive Officers, Promoters and Control
               Persons; Compliance with Section 16(a) of the Exchange Act                         17-18

    Item 10.  Executive Compensation                                                              18-19

    Item 11.  Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters                                         19-20

    Item 12.  Certain Relationships and Related Transactions                                      20

    Item 13.  Exhibits and Reports on Form 8-K                                                    20

    Item 14.  Controls and Procedures                                                             21

Achievement Tec Holdings, Inc. And Subsidiaries
Consolidated Financial Statements As Of December 31, 2002                                         F-1-F24
</TABLE>
                                       ii
<PAGE>
PART I

Explanatory Note

Merger With ClickableOil.com, Inc.

On June 6, 2003,  the Company  entered into an Agreement and Plan of Merger with
ClickableOil  Acquisition  Corp.,  a Delaware  corporation  wholly-owned  by the
Company ("Subsidiary"),  ClickableOil.com,  Inc., a Delaware corporation engaged
in the business of selling  heating oil and related  services to residential and
commercial  customers in the New York metropolitan area,  Westchester County and
Long Island,  Michael J. Connor,  The James Group, and DGN Holdings,  LLC. Under
the  terms  of  the   agreement,   Achievement   TEC  acquired  100  percent  of
ClickableOil.com,  Inc.'s stock in exchange for the issuance by Achievement  TEC
of  approximately  43  million  shares of its  common  stock to the  holders  of
ClickableOil.  The  new  shares  constitute  approximately  90  percent  of  the
outstanding  shares of  Achievement  TEC,  which  intends  to change its name to
ClickableOil.com,  Inc.  ClickableOil.com,  Inc.'s  founders,  Messrs.  Nicholas
Cirillo,  Jr., Guy Pipolo and David  Rodgers,  have been appointed the Company's
President,  Chief Operating  Officer and Secretary,  respectively,  and all have
been duly appointed  directors.  Mr. Milton Cotter will continue to serve as the
Company's  Chief  Executive  Officer  under a  six-month  employment  agreement.
Messrs.  Cotter and Richard  Berman have  resigned as  directors of the Company,
effective June 6, 2003.

Pursuant to the Agreement, the Company relocated its corporate office from Grand
Prairie, Texas to Mount Vernon, New York.

Coincident with the ClickableOil.com,  Inc. Merger transaction, the Company sold
$800,000 of 10% one-year secured convertible  debentures due June 6, 2004 to AJW
Partners,  LLC  and its  related  funds  (collectively  the  "Bondholders").  In
addition,  the Company entered into a debt modification and extension  agreement
with the Bondholders  wherein the Bondholders  agreed to (i) extend the maturity
of all of the Company's  existing  convertible  debentures to June 6, 2004, (ii)
waive all penalties  accrued pursuant to the June 2001, August 2001 and May 2002
debentures,  (iii) release their security  interest in the Company's assets with
the Company granting the Bondholders a security interest in all of the assets of
ClickableOil.com,  Inc., (iv) modify the optional  prepayment  provisions of the
debentures  and (v) conform the  conversion  price on all of the  debentures  to
equal the 50% conversion price of the June 2003 debenture.

Immediately  after the  ClickablOil.com,  Inc. Merger  transaction,  the Company
executed a Purchase  and Sale  Agreement  by and  between the Company and Milton
Cotter,  Eric Cotter,  Richard  Berman and other former  officers of the Company
(collectively  the  "Buyers")  providing  for the  sale of 100% of the  stock in
Achievement TEC, Inc and Career  Direction,  Inc in exchange for the delivery of
6,428,073 shares of the Company's common stock collectively owned by the Buyers.
The Company subsequently retired these shares.

The following is a description  of the business at December 31, 2002 in order to
help you understand the Company at that period in time.  However,  as referenced
above,  we have sold this  business and  accordingly  no longer offer  web-based
employee testing  software.  We are currently in the business of selling heating
oil and related services to residential and commercial customers in the New York
metropolitan area, Westchester County and Long Island.

ITEM 1. DESCRIPTION OF BUSINESS

Company History

Achievement  Tec Holdings,  Inc. (the  "Company")  was organized on May 25, 1967
under  the laws of the  State of Idaho  under  the  name  Silver  Ramona  Mining
Company.  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. Between 1984 and 2000, the Company
was inactive.

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 to

                                       1
<PAGE>
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,  and Achievement Tec, Inc., a
Texas  corporation,  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  Acquisition  Corporation  and
Achievement  Tec,  Inc. (as amended,  the "Merger  Agreement").  Pursuant to the
Merger  Agreement,  effective  November 14, 2000,  Achievement  Tec  Acquisition
Corporation  merged with and into Achievement Tec, Inc.  pursuant to the laws of
the States of Delaware and Texas, with Achievement Tec, Inc. being the surviving
corporation  (the "Merger").  Pursuant to the Merger  Agreement,  the pre-Merger
holders of capital  stock of  Achievement  Tec,  Inc.  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.

Our Former Line of Business

Achievement  Tec  Holdings,  Inc.  ("Achievement  Tec" or the  "Company")  was a
technology company that offered web-based employee testing software that enabled
an employer to evaluate aptitude, behavior and success levels in prospective and
existing  personnel,  which could be  performed  anywhere  in the world  through
secured  databases  accessed  through the  Internet.  The Company's two software
products were:

The Achiever (TM)

The Achiever  (TM),  developed  for white  collar  personnel  testing,  required
approximately 50 minutes to complete,  cost $95 per test (or $65 if purchased in
lots of 100, or $185 which also  included a  management  summary  and  telephone
consultation) and measured and determined the following characteristics:

     o    problem solving speed and ability;
     o    creativity, motivation and innovation;
     o    organizational skills,  including the ability to interact with people;
          and
     o    integrity, reliability and perseverance.

The Scoreboard (TM)

The  Scoreboard  (TM),  developed for blue collar  personnel  testing,  required
approximately 30 minutes to complete, cost between $8 and $35 per test depending
upon the quantity purchased and was comprised of the following:

     o    questions which addressed drugs, alcohol and theft in prior jobs; and
     o    a section that measured individual  personalities to determine energy,
          drive, honesty, reliability and job potential.

The Company's  clients that  utilized The  Achiever(TM)  and The  Scoreboard(TM)
included some of the largest Fortune 500 companies in the world.

In January 2001 and December 2000, Achievement Tec expanded its core business by
acquiring Personnel Profiles, Inc., and L+R Moran, Inc., respectively, companies
that offered employee  recruiting services through the organization of job fairs
and personal and professional background verifications.  These two acquisitions,
however,  did not prove profitable for the Company,  and consequently in January
2002 the Company  entered into  Rescission  Agreements  transferring  all of the
assets and  liabilities of both Personnel  Profiles,  Inc., and L+R Moran,  Inc.
back to their former shareholders.

During 2002, and as of December 31, 2002, the Company solely provided web-based,
employee testing software services.

Financial Condition

                                       2
<PAGE>
We had net losses of $745,971 and $4,079,032 during the years ended December 31,
2002 and 2001, respectively. As of December 31, 2002, we had a cash overdraft of
$24,061,  negative cash flow from operations of $418,273 and current liabilities
of  $1,447,054.  We do not  have  sufficient  cash or other  assets  to meet our
current liabilities.  In order to meet those obligations,  we will need to raise
cash from the sale of securities or from  borrowings.  Our independent  auditors
have added an explanatory paragraph to their audit opinions issued in connection
with the years 2002 and 2001 financial statements, which states that our ability
to continue as a going  concern  depends  upon our ability to resolve  liquidity
problems,  principally  by obtaining  capital,  commencing  sales and generating
sufficient  revenues  to become  profitable.  Our  ability to obtain  additional
funding will determine our ability to continue as a going concern. Our financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

The Employee Assessment Industry

Although there are major competitive groups of assessment-type firms in the U.S.
today such as Caliper,  Batrus  Hollweg and  Personnel  Decisions,  Inc.,  these
groups  offer  conventional   paper-based  products,   which  are  not  Internet
accessible.  Achievement  Tec is of the belief that there are currently no other
companies  that  offer  web-based,   Internet  accessible  personnel  assessment
products, which lend to the Company's competitive advantage.  Additionally,  the
Company's  competitors offer assessment products tailored to specific industries
including restaurant,  military,  education and health, and at greater fees than
those of the Company.  The Company's  assessment  products have been universally
designed to accommodate all industries, professional and otherwise.

The  patterns  of  purchasing   employee   assessment-type   products  like  The
Achiever(TM) and The Scoreboard(TM) tend to differ based upon the specific needs
of the purchaser. For example, smaller companies that do not have in-house human
resources  departments  will typically rely on a company like Achievement Tec to
provide them with products that offer personnel insight. These smaller companies
also tend to buy based on cost and personal service.  Larger  companies,  though
equipped with human resources departments,  still require a structured personnel
testing  system,  and often desire product  customization.  In addition,  larger
companies  may have larger  budgets,  but  usually  expect  discounts  on "bulk"
purchases.

Recent Dispositions/Discontinued Operations

Personnel Profiles, Inc.

On January 1, 2002, the Company entered into a Rescission  Agreement whereby the
January 1, 2001 Purchase and Sale  Agreement by and between the Company and Paul
Nolan,  Jr.,  Trustee  of  a  Charitable  Remainder  Trust  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 January 1, 2001 Purchase and Sale  Agreement and  affiliated
agreements,  and the  cancellation  of 62,500 shares of common stock  previously
issued to Paul Nolan.

Personnel  Profiles,  Inc. offered  employee and recruiting  services to clients
through the organization of job fairs and personal and  professional  background
verifications.

L+R Moran, Inc.

On January 1, 2002,  the Company  entered into a  Rescission,  Final Release and
Settlement Agreement between Achievement Tec Holdings,  Inc. and L+R Moran, Inc.
whereby the  December 14, 2000  Purchase  and Sale  Agreement by and between the
Company and L+R Moran,  Inc. and all affiliated  agreements were rescinded.  The
Company  transferred  all the  assets and  liabilities  of L+R  Moran,  Inc.  in
exchange  for the  termination  of the  December  14,  2000  Purchase  and  Sale
Agreement and affiliated  agreements,  and the  cancellation of 50,000 shares of
common stock previously issued to L+R Moran, Inc..

L+R Moran, Inc. offered employee and recruiting  services to clients through the
organization   of  job   fairs  and   personal   and   professional   background
verifications.

Our Current Line of Business

                                       3
<PAGE>
Through our wholly owned  subsidiary  ClickableOil.com,  Inc.,  we are currently
engaged in the business of providing  heating oil to residential  and commercial
customers. The Company is one of the first internet-based heating oil companies,
replacing  much of the  administrative  functions  and expenses with a Web-based
infrastructure.  The  Company  currently  focuses  on the New York  metropolitan
region,  where the Company's  founders have extensive  experience and expertise.
ClickableOil.com,  Inc. began  operations on October 12, 2000, and currently has
approximately  2,500  customers,  while retaining nearly 95% of customers during
its second full year in operation.

Unlike its industry  competitors,  ClickableOil.com,  Inc. is unburdened with an
expensive infrastructure of tangible assets. The Company currently does not, nor
is  expected  to own  barges,  trucks or storage  facilities.  Neither  will the
Company  purchase  expensive  customer lists.  Its only operating assets will be
proprietary software,  attendant computer hardware and the possible inventory of
heating oil in some markets. Instead, the Company's success is predicated on the
normal, self-motivation of homeowners who are solely interested in saving money.

The Company  also  provides  installation  and repair of heating  equipment as a
service  to its  customers.  The  Company  considers  service  and  installation
services to be a necessary  part of its  business..  The Company  provides  home
heating equipment repair service on a 24 hours-a-day, seven days-a-week basis in
most of its delivery regions.

The  Company  believes  that it obtains new  customers  and  maintains  existing
customers  by offering  full service  home energy  products at discount  prices,
providing quick repair operations,  providing automatic  deliveries to customers
by monitoring historical use and weather patterns,  and by providing customers a
variety of payment and fixed price purchase options.

Employees

As of December 31, 2002,  the total number of the Company's  employees was 8, of
which 7 were full-time employees.

ITEM 2. DESCRIPTION OF PROPERTY

Prior to the June 6, 2003  merger with  ClickableOil.com,  Inc.,  the  Company's
corporate  office was located at 2100  Highway 360 Suite 400-B,  Grand  Prairie,
Texas 75050. As of June 6, 2003, the Company  relocated its principal  executive
office from Grand Prairie, Texas to 711 South Columbus Avenue, Mount Vernon, New
York  10550.  The  monthly  rent for the Mount  Vernon  office  is $1,260  which
commenced  on June 1, 2003 for a lease  term of two  years.  The  minimum  lease
payment for the remaining life of the lease is $30,240.

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. Case 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 an undisputed amount of
     $81,000.00  against Career Direction,  Inc., but the case has not proceeded
     to trial judgment at the present time.

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,  Case 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 will 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

                                       4
<PAGE>
     which will be filed in the pending suit.

On June 6, 2003,  the  Company  executed a Purchase  and Sale  Agreement  by and
between the Company and Milton  Cotter,  Eric Cotter,  Richard  Berman and other
former  officers of the Company  (collectively  the "Buyers")  providing for the
sale of 100% of the stock in Achievement  TEC, Inc and Career  Direction,  Inc.,
the  above-referenced  defendants.  In  addition,  the  Buyers  have  agreed  to
indemnify   the   Company   for  any   liabilities   that  may  arise  from  the
above-referenced litigation matters.

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

None.

                                       5
<PAGE>
PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded in the  over-the-counter  market and  quotations  are
published on the OTC  Bulletin  Board  ("Bulletin  Board") Pink Sheets under the
symbol  "ACHT.PK".   As  of  August  31,  2003,  there  were  approximately  288
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 Pink  Sheets on
August 31, 2003 was $.15.  As of August 31,  2003,  48,391,966  shares of Common
Stock were issued and  outstanding,  of which 916,966 were  unrestricted  shares
with the remainder of 47,475,000 being restricted shares.

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 years:

           Fiscal Period                         High       Low
           -------------------------------------------------------
           2001
           ----
           First Quarter                         $4.000     $2.200
           Second Quarter                        $3.500     $2.000
           Third Quarter                         $1.600     $0.300
           Fourth Quarter                        $0.500     $0.200

           2002
           ----
           First Quarter                         $0.200     $0.200
           Second Quarter                        $0.400     $0.080
           Third Quarter                         $0.250     $0.010
           Fourth Quarter                        $0.030     $0.001

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

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.

Dividend Policy

We did not pay any  dividends  during the 2002 calendar year and have never paid
any  dividends on our capital  stock.  We  currently  expect that we will retain
future  earnings for use in the  operation  and expansion of our business and do
not anticipate paying any cash dividends in the foreseeable future. Any decision
on the future  payment of dividends  will depend on our  earnings and  financial
position  at the time and such  other  factors  as the Board of  Directors  deem
relevant.

Recent Sales of Unregistered Securities

All issuances of common stock have been valued based on the closing price of the
stock as of the date that the Company's Board of Directors approved the grant of
share.

On June 30, 2003 and June 6, 2003, the Company  issued  5,000,000 and 38,000,000
shares  respectively of restricted  common shares to the former  shareholders of
ClickableOil.com,  Inc.  pursuant to the terms of the June 6, 2003

                                       6
<PAGE>
Agreement and Plan of Merger  between  ClickableOil.com,  Inc. and  ClickableOil
Acquisition  Corp.,  a wholly owned  subsidiary of the Company.  Pursuant to the
Agreement  and Plan of Merger,  Michael J Connor and The James  Group,  Inc each
received  2,150,000  shares of  restricted  common stock and DGN  Holdings,  LLC
received 38,700,000 shares of restricted common stock.

On June 6, 2003 and pursuant to a Purchase Agreement of even date by and between
the Company and Milton  Cotter,  Eric  Cotter,  Richard  Berman,  David  Fenner,
William Stewart and Cathy Knight (the "Buyers"),  the Buyers delivered 6,428,073
shares of restricted common stock to the Company that were cancelled.

On May 29, 2002, the Company issued 416,666 shares of restricted common stock at
a price of $.06 per share to Pension  Financial  Services,  an  affiliate of the
convertible debenture holders in satisfaction of $25,000 of convertible debt.

On May 8, 2002, the Company entered into secured convertible debentures purchase
agreements  with AJW Partners,  LLC, New  Millennium  Capital  Partners II, LLC,
Pegasus Capital Partners,  LLC and AJW/New Millennium  Offshore,  Ltd., whom are
all  stockholders of the Company,  whereby the Company sold $300,000 of one year
10% Secured Convertible  Debentures due May 8, 2003,  convertible into shares of
the Company's  common stock.  The  debentures are  convertible,  at the holder's
option,  into  shares of common  stock in whole or in part at any time after the
original  issue  date.  The  number of shares of common  stock  issuable  upon a
conversion is to be determined by dividing the outstanding  principal  amount of
the  debenture to be converted,  plus all accrued  interest,  by the  conversion
price.  The  conversion  price in  effect on any  conversion  date is 50% of the
average  of the  lowest  three day bid price  during  the  twenty  trading  days
immediately preceding the applicable conversion date.

On April 11, 2002, the Company  cancelled 50,000 and 62,500 shares of restricted
common stock  representing  the stock  certificates  of L+R Moran,  Inc and Paul
Nolan pursuant to the terms of the January 1, 2002 Rescission, Final Release and
Settlement Agreements, respectively.

On March 13, 2002, the Company  issued 50,000 shares of restricted  common stock
to Joe and Karen Loyd in satisfaction of $50,000 of convertible notes.

On January 8, 2002, the Company issued 50,000 shares of restricted  common stock
to Joe and Karen Loyd in satisfaction of $50,000 of convertible notes.

With  respect  to the sale of  unregistered  securities  referenced  above,  all
transactions  were exempt  from  registration  pursuant  to Section  4(2) of the
Securities Act of 1933 (the "1933 Act"), and Regulation D promulgated  under the
1933 Act. In each instance,  the purchaser had access to sufficient  information
regarding  Achievement Tec so as to make an informed investment  decision.  More
specifically,  Achievement  Tec had a  reasonable  basis to  believe  that  each
purchaser  was an  "accredited  investor" as defined in Regulation D of the 1933
Act and  otherwise  had the  requisite  sophistication  to make an investment in
Achievement Tec securities.

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

The  following  discussion  should  be read in  conjunction  with our  financial
statements  and  related  notes and the other  financial  information  appearing
elsewhere in this report. In addition to historical  information,  the following
discussion  and  other  parts  of this  Annual  Report  contain  forward-looking
information that involves risks and uncertainties.

We were a technology  company  formed for the purpose of developing  and selling
online testing  delivery  systems that provided  clients with personnel  testing
services  and  applicant   selection   services  through  web-based   electronic
technology. We acquired Personnel Profiles, Inc. and L+R Moran, Inc., in January
2001  and  December  2000,  respectively,  two  companies  that  offer  employee
recruiting  services  through the  organization  of job fairs and  personal  and
professional background verifications. These two acquisitions,  however, did not
prove  profitable  for us,  and  consequently  in January  2002 we entered  into
Rescission  Agreements  transferring  all of the assets and liabilities of these
companies back to their former shareholders.  Thereafter,  we continued with our
core business of applicant and employee  testing  through our web-based  testing
software.

                                       7
<PAGE>
We have limited  resources,  have incurred  cumulative  net operating  losses of
$4,825,003 over the past two years and expect to incur  additional  losses until
such  time as the labor  market  improves  and  companies  reverse  the trend of
downsizing  and begin to increase  their  funding  allocated to  recruiting  and
hiring. In the interim, in order for us to continue  operating,  we will require
additional  funding to meet debt service  requirements and working capital needs
to avoid further  drastic cost reduction  decisions  that  adversely  impact our
ability to  generate  revenue.  Our plans with regard to these  matters  include
continuing  to  minimize  the  company's   infrastructure  costs  while  seeking
additional  capital from other sources  until such time as the general  economic
climate  improves.  Although  we  continue to pursue  these  plans,  there is no
assurance that we will be successful in obtaining  sufficient financing on terms
acceptable  to us, or maintain the  resources  needed to generate  revenue.  The
financial  statements do not include any adjustments  that might result from the
outcome  of this  uncertainty.  Unless the  company  is able to obtain  adequate
financing  within the near future,  we will be unable to continue  operating the
Company.

Significant Accounting Policies

Financial  Reporting  Release  No.  60,  which  was  recently  released  by  the
Securities  and  Exchange  Commission,  requires  all  companies  to  include  a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 1 of the Notes to the Financial Statements includes a
summary  of  the  significant  accounting  policies  and  methods  used  in  the
preparation of our Financial Statements.  The following is a brief discussion of
the more  significant  accounting  policies and methods used by us. In addition,
Financial  Reporting  Release No. 61 was recently released by the Securities and
Exchange Commission to require all companies to include a discussion to address,
among  other  things,  liquidity,  off-balance  sheet  arrangement,  contractual
obligations and commercial commitments.

Allowances for Doubtful Accounts

The Company makes judgments as to its ability to collect outstanding receivables
and provide  allowances for the portion of receivables  when collection  becomes
doubtful.  Provisions are made based upon a specific  review of all  significant
outstanding invoices. For those invoices not specifically  reviewed,  provisions
are  provided  at  differing  rates,  based upon the age of the  receivable.  In
determining these percentages,  we analyze our historical  collection experience
and current  economic  trends.  If the  historical  data we use to calculate the
allowance  provided for doubtful accounts does not reflect the future ability to
collect outstanding receivables, additional provisions for doubtful accounts may
be needed and the future results of operations could be affected.

Plant, Property and Equipment

Property and equipment are stated at cost.  Depreciation  and  amortization  are
provided on the straight-line basis based upon the estimated useful lives of the
assets  ranging  from seven years for  furniture  and fixtures to five years for
equipment.  Maintenance  and  repairs  are  charged  to expense  when  incurred;
betterments are  capitalized.  Upon retirement or sale, the cost and accumulated
depreciation  are removed from the  accounts and any gain or loss is  recognized
currently.

Long-Lived Assets

Long-lived  assets  to be held and used are  reviewed  for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be  recoverable.  If such review  indicates  that the asset is impaired,
when the carrying amount of an asset exceeds the sum of its expected future cash
flows, on an undiscounted  basis, the asset's carrying amount is written down to
fair value.  Long-lived  assets to be  disposed of are  reported at the lower of
carrying amount or fair value less cost to sell.

Excess of Cost Over Net Assets Acquired

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 141,
the Company  allocates the purchase  price of its  acquisitions  to the tangible
assets, liabilities and intangible assets acquired based on their estimated fair
values.  The excess purchase price over those fair values is recorded as "Excess
of Cost Over Net Assets  Aquired." The fair value assigned to intangible  assets
acquired is based on  valuations  using  estimates and

                                       8
<PAGE>
assumptions  provided by management.  In accordance with SFAS No. 142,  goodwill
and purchased intangibles with indefinite lives acquired after June 30, 2001 are
not  amortized  but will be  reviewed  periodically  for  impairment.  Purchased
intangibles  with finite lives will be amortized on a  straight-line  basis over
their respective useful lives.

Loss Per Share

Basic and  diluted  net loss per  common  share  for all  periods  presented  is
computed based upon the weighted average common shares outstanding as defined by
SFAS No. 128 "Earnings Per Share".

Business Segments

The Company  applies SFAS No. 131  "Disclosures  about Segments of an Enterprise
and Related Information".

Revenue Recognition

Revenue  from website  software  sales is  recognized  upon usage of the website
software by the customer. The company sells access to the website as is and does
not offer any post sale customer  support.  Revenue from job fairs, drug testing
and background checks are recognized as earned as services are provided.

Offering and Debt Issuance Costs

Offering costs consist  primarily of professional  fees. These costs are charged
against the  proceeds  of the sale of common  stock in the periods in which they
occur. Debt issue costs represent various commissions,  legal and other expenses
associated  with the issuance of the secured  debentures.  These costs are being
amortized on a straight-line basis over the term of the debenture.

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.

New Accounting Pronouncements

In June 2001,  the FASB issued  SFAS No. 142 is  effective  for years  beginning
after  December 15, 2001 and must be applied as of the beginning of such year to
all goodwill and other intangible  assets that have already been recorded in the
balance  sheet as of the first day in which SFAS No. 142 is  initially  applied,
regardless of when such assets were  acquired.  Goodwill  acquired in a business
combination  whose  acquisition date is on or after July 1, 2001,  should not be
amortized, but should be reviewed for impairment pursuant to SFAS No. 121.

Company has adopted the  provisions of SFAS 142 in its financial  statements for
the year ended December 31, 2001.

In June 2001,  the FASB issued  SFAS No. 143  "Accounting  for Asset  Retirement
Obligations"  establishes  standards for the initial  measurement and subsequent
accounting for obligations associated with the sale, abandonment,  or other type
of  disposal  of  long-lived  tangible  assets  arising  from  the  acquisition,
construction,  or development  and/or normal operation of such assets.  SFAS No.
143 is  effective  for  years  beginning  after  June  15,  2002,  with  earlier
application encouraged.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement  addresses  financial  accounting
and reporting for the impairment or disposal of long-lived assets and supercedes
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived  Assets to be  Disposed  of." The  provisions  of the  statement  are
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001.

                                       9
<PAGE>
In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
SFAS No. 145 rescinds the  provisions of SFAS No. 4 which  require  companies to
classify  certain gains and losses from debt  extinguishments  as  extraordinary
items,  eliminates  the  provisions  of SFAS No. 44 regarding  transition to the
Motor  Carrier Act of 1980 and amends the  provisions  of SFAS No. 13 to require
that certain lease modifications be treated as sale leaseback transactions.  The
provisions of SFAS No. 145 related to classification of debt extinguishments are
effective for fiscal years beginning after May 15, 2002. Earlier  application is
encouraged.

In July 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for  Restructuring
Costs."  SFAS  No.  146  applies  to  costs  associated  with an  exit  activity
(including  restructuring)  or  with a  disposal  of  long-lived  assets.  Those
activities  can include  eliminating  or  reducing  product  lines,  terminating
employees and contracts and relocating plant facilities or personnel. Under SFAS
No. 146, the Company will record a liability for a cost  associated with an exit
or disposal activity when that liability is incurred and can be measured at fair
value.  SFAS No. 146 will require the Company to disclose  information about its
exit and disposal  activities,  the related costs, and changes in those costs in
the notes to the interim and annual financial statements that include the period
in which an exit  activity is initiated and in any  subsequent  period until the
activity  is  completed.  SFAS No. 146 is  effective  prospectively  for exit or
disposal  activities  initiated after December 31, 2002,  with earlier  adoption
encouraged.  Under SFAS No. 146, a company cannot restate its previously  issued
financial  statements  and the new statement  grandfathers  the  accounting  for
liabilities  that a company had previously  recorded under Emerging  Issues Task
Force Issue 94-3.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition  and  Disclosure - an amendment  of FASB  Statement  No.
123".   SFAS  No.  148  amends  SFAS  No.  123,   "Accounting  for  Stock  Based
Compensation"  and provides  alternative  methods for accounting for a change by
registrants to the fair value method of accounting for stock-based compensation.
Additionally, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require disclosure in the significant  accounting policy footnote of both annual
and  interim  financial  statements  of  the  method  of  accounting  for  stock
based-compensation  and the related  pro forma  disclosures  when the  intrinsic
value method  continues to be used.  The statement is effective for fiscal years
beginning  after December 15, 2002, and  disclosures are effective for the first
fiscal quarter beginning after December 15, 2002.

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities".  SFAS  No.  149  amends  and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities".  The
changes in SFAS No. 149 improve financial  reporting by requiring that contracts
with comparable  characteristics  be accounted for similarly.  This statement is
effective for contracts  entered into or modified after June 30, 2003 and all of
its provisions should be applied prospectively.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  For Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity".  SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both liabilities and equity that, under previous  pronouncements,  issuers could
account for as equity.  The new  accounting  guidance  contained in SFAS No. 150
requires that those  instruments  be classified  as  liabilities  in the balance
sheet.

SFAS No. 150 affects the  issuer's  accounting  for three types of  freestanding
financial  instruments.  One type is mandatorily  redeemable  shares,  which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type includes put options and forward purchase contracts,  which involves
instruments  that do or may require the issuer to buy back some of its shares in
exchange  for cash or other  assets.  The  third  type of  instruments  that are
liabilities under this Statement is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market  index,  or varies  inversely  with the  value of the  issuers'
shares.  SFAS No.  150  does  not  apply to  features  embedded  in a  financial
instrument that is not a derivative in its entirety.

Most of the  provisions  of  Statement  150 are  consistent  with  the  existing
definition  of  liabilities  in FASB  Concepts  Statement  No. 6,  "Elements  of
Financial Statements". The remaining provisions of this Statement are consistent

                                       10
<PAGE>
with the  FASB's  proposal  to  revise  that  definition  to  encompass  certain
obligations  that a  reporting  entity  can or must  settle by  issuing  its own
shares. This Statement shall be effective for financial instruments entered into
or modified after May 31, 2003 and otherwise shall be effective at the beginning
of  the  first  interim  period  beginning  after  June  15,  2003,  except  for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2003.

The  Company  does not  believe  the  adoption  of these  standards  will have a
material impact to the financial statements.

Year Ended December 31, 2002 Compared To Year Ended December 31, 2001

Overall Results Of Operations

For the year ended December 31, 2002, we incurred an overall loss of $(745,971),
or ($.07)  per  share,  which was a  substantial  decrease  from the net loss of
$(4,079,032)  or $(0.42) per share for the prior year. The net loss for the 2001
year  includes a  $1,873,324  impairment  loss from the  write-off  of purchased
goodwill,  as well as the results of operations  of the two business  units that
are no longer part of us.

Revenue

Total  revenue for the year ended  December  31, 2002 was  $969,294  compared to
$3,041,190  for the  year  ended  December  31,  2001.  The  total  decrease  of
$2,071,896  can be  attributed  to the sale, as of January 1, 2002, of Personnel
Profiles and L+R Moran,  for $1,165,338 of the decrease,  and the balance of the
decrease of $906,558 to the  effects of the  economy  which  continued  to slow,
thereby  leading to a 48%  decrease  in revenue  from our  employee  testing and
applicant selection services.  During the year ended December 31, 2002 the trend
of dramatic  downsizing  continued as companies laid off  additional  workers in
record numbers.  In such a labor market,  companies are less willing to allocate
funds to employment solutions.

Cost of Revenue and Operating Expenses

Cost of revenue was attributable to the operations of Personnel Profiles and L+R
Moran and decreased from $371,048 to nil as a result of the aforementioned  sale
of these two business units.

Total selling,  general and  administrative  expenses for the fiscal years ended
December 31, 2002 and December 31, 2001 decreased to $1,169,442 from $4,210,645,
respectively,  or $3,041,203,  which represents a 72% decline from 2001 to 2002.
The decrease in the current year can be  attributed  principally  to the sale of
Personnel  Profiles  and L+R  Moran  and to a lesser  extent  to cost  reduction
efforts  taken with  respect to the  employee  testing and  applicant  selection
services.  The principal  reasons for the decrease of $3,041,203 were a decrease
in  compensation  expenses  to  $628,652  in 2002 from  $2,453,799  in 2001,  or
$1,825,147,  and a  decrease  in  advertising  expenses  to $10,003 in 2002 from
$448,182 in 2001, or $438,179.

Depreciation  and  amortization  expense  for the year ended  December  31, 2002
compared to the year ended  December  31, 2001  decreased by $234,853 due to the
sale of Personnel Profiles and L+R Moran.

Interest  expense  decreased to $545,823  from  $665,205,  or $119,382,  for the
fiscal year ended December 31, 2002 vs. the fiscal year ended December 31, 2001,
due  principally  to a greater  amount of total debt  outstanding in the current
period  compared  to the  earlier  period,  offset  by a  lower  charge  for the
beneficial  conversion of convertible  debt of $300,000 in 2002 as compared to a
similar charge in 2001 of $500,000.

Year Ended December 31, 2001 Compared To Year Ended December 31, 2000

Overall Results

In the fiscal year ended  December 31, 2000,  we focused on  completing  certain
product development projects that would position the company to better implement
its  marketing  plans for the  fiscal  year ended  December  31,  2001.

                                       11
<PAGE>
We lost  $246,247  on  revenues  of  $1,171,129  generated  from sales of our
existing assessment technology.

The development of new websites and the associated  software necessary for their
operation required significant  investments in labor and capital resources.  The
capital funding for these investments was provided through the sale of preferred
stock in the  Company  in fiscal  years  1999 and 2000,  which was  subsequently
converted into common stock.  No significant  marketing  efforts were undertaken
during  fiscal  years 1999 and 2000 while we completed  its product  development
work.  Cash flow from  operations  and the sale of preferred  stock provided the
working capital needed to fund operations and the product development work.

Revenue

In late  2000 and  early  2001,  the  Company  acquired  three  companies  which
management  believed would  complement  the Company's core personnel  assessment
systems.  These three acquisitions were consolidated with the Company's existing
operations, and four distinct operations were implemented:

     o    Job Fair Operation
     o    Background Verification Operation
     o    Wholesale Independent Consultant Operation
     o    Direct Client Sales Operation

As a result of these acquisitions,  revenue for the year ended December 31, 2001
increased  by  $1,870,061  to  $3,041,190  from  $1,171,129  for the year  ended
December 31 2000, or 160%.

Cost of Revenue and Operating Expenses

Cost of revenue  increased  to  $371,048  for 2001 from nil for fiscal 2000 as a
result of inclusion of the operations of Personnel Profiles and L+R Moran in the
2001 period.

Total selling,  general and administrative expenses for the years ended December
31, 2001 and December 31, 2000 were $3,950,672 and $1,361,716, respectively, for
a 190% increase over the earlier year,  which is attributable to the addition of
operating expenses associated with the new acquired operations.

Depreciation and amortization expense increased by $246,725 from $13,248 for the
year ended  December 31, 2000 to $259,973  for the year ended  December 31, 2001
due to the  depreciation  of  fixed  assets  and the  amortization  of  goodwill
associated with our investment in the acquired companies.

Following  completion of the  aforementioned  acquisitions,  we decided  against
immediate  cost  reductions  and  chose  to  expand  the  services  of the  four
operations.  Investments were made to develop and introduce a new recruiting and
placement operation,  additional marketing support in the Company's home market,
Dallas, deployment of a web-based background check service, and expansion of the
Company's job fair operation into West-Coast  markets.  We recognized that these
investments   would  negatively   impact  earnings  during  the  first  quarter,
especially when incurred in conjunction with an economic downturn. Nevertheless,
we believed the  investments  were  necessary to better  position the company to
grow revenues and increase earnings by the third and fourth quarters of 2001.

As 2001 progressed, the economy weakened dramatically, negatively impacting our
original expectations for earnings in the last two quarters of the year. We had
anticipated that a marginally slowing economy would loosen a tight labor market,
thereby increasing the demand for managed personnel attraction and assessment
systems. However, the unforeseen steep decline in the economy significantly
reduced the demand for employment solutions. The events of September 11 had a
further devastating impact on revenue. Our Job Fair operations in the Northeast
were halted, and the rippling effect throughout the economy further impaired the
Company's revenues. In the third quarter, we began cost reduction measures,
principally involving the reduction of payroll and associated costs. These
measures were carried on throughout the fourth quarter. A charge of $1,873,324
was recorded in 2001 as a result of impairment of the investment in two of the
three acquired operations.

Interest expense increased to $665,205 for the year ended December 31, 2001 from
$42,412 for the year ended

                                       12
<PAGE>
December 31, 2000  attributable  to a charge for the  beneficial  conversion  of
convertible  debt of  $500,000  in 2001,  as well as an increase in debt in 2001
arising principally from the aforementioned acquisitions.

Liquidity And Capital Resources

Overview

As of December 31, 2002, we had a cash  overdraft of $24,061 and a negative cash
flow from operations of $418,273.  We do not have any available lines of credit.
Since  inception we have financed our operations  through loans and from private
placements of both debt and equity.

The report of the  independent  certified  public  accountants  on our financial
statements as of December 31, 2002 contains an explanatory  paragraph  regarding
an uncertainty  with respect to our ability to continue as a going  concern.  We
have not generated  sufficient  revenues to cover our  expenses,  and we have an
accumulated deficit of $5,767,149.  However, we believe that by concentrating on
our core  business  of  applicant  and  employee  testing  as well as by seeking
acquisitions of profitable businesses,  we will generate sufficient revenues and
liquidity  for the  Company  to  operate  for the next 12  months.  Further,  as
described in Footnote 14 in the accompanying financial statements,  the due date
for convertible  debentures in the amount of $1,717,949 was extended from May 8,
2003 and June 19, 2003 to June 6, 2004.  However, as of December 31, 2002 we had
$1,447,054  of  current  liabilities,  and there can be no  assurances  that the
Company will be successful in developing its business and achieving a profitable
level of operations sufficient to meet its cash needs.

We anticipate that over the next 12 months we will need additional financing for
the repayment of  outstanding  obligations  in the amount of  $1,447,054.  These
obligations  include  outstanding  notes  payable  in the  amount  of  $458,626,
convertible  notes in the amount of $300,000,  payroll taxes of $154,054 as well
as a bank  overdraft,  accounts  payable and  accrued  expenses in the amount of
$534,374.  As of December  31,  2002,  we had a working  capital  deficiency  of
$1,434,904.

The Company has total  liabilities and contractual  obligations of $3,231,050 as
of December 31, 2002.  These  contractual  obligations,  along with the dates on
which such payments are due, are described below:
<TABLE>
<CAPTION>
                                                                Payments Due by Period
                                     --------------------------------------------------------------------------
Contractual Obligations                 Total       1 Year or Less     2-3 Years     4-5 Years   After 5 Years
                                     -------------- -------------- -------------- -------------- --------------
<S>                                  <C>            <C>              <C>          <C>            <C>
Note Payable                         $     458,626  $     458,626    $         -  $           -  $           -
Convertible Notes                          350,000        300,000         50,000              -              -
Convertible Debentures                   1,717,949              -      1,717,949              -              -
Bank Overdraft, Accounts Payable
  and Accrued Expenses                     534,374        534,374              -              -              -
Payroll Taxes                              154,054        154,054              -              -              -
Due To Officer                              16,047              -         16,047              -              -
                                     -------------- -------------- -------------- -------------- --------------
Total Contractual Obligations        $   3,231,050  $   1,447,054    $ 1,783,996  $           -  $           -
                                     ============== ============== ============== ============== ==============
</TABLE>
The inability to obtain  additional  funding will have a material adverse effect
on  our  business  and  our  ability  to  continue  as  a  going  concern.  As a
consequence,  we may be forced to seek protection  under the bankruptcy laws. In
that event, it is unclear whether we could  successfully  reorganize our capital
structure and operations,  or whether we could realize  sufficient value for our
assets to satisfy our  creditors  in full.  Accordingly,  should we be forced to
file for  bankruptcy  protection,  there is no assurance  that our  stockholders
would receive any value.

Below is a discussion of our sources and uses of funds for the year ended
December 31, 2002.

Net Cash Used In Operating Activities

Net cash used in operating activities was $418,273 and $279,494 in the years
ended December 31, 2002 and 2001, respectively. The use of cash by operating
activities in 2002 was principally the result of a net loss of $745,971, offset
by non-cash expenses of $368,845 relating to depreciation, amortization and the
intrinsic interest attributable

                                       13
<PAGE>
to the beneficial  conversion  feature of  convertible  debt. The use of cash by
operating  activities  in 2001  was  principally  the  result  of a net  loss of
$4,079,032,  offset by non-cash expenses of $2,942,072 relating to depreciation,
amortization,   interest   attributable  to  the  beneficial  conversion  and  a
$1,873,324  non cash charge for asset  impairment  and cash  provided by working
capital changes of $860,861.

Net Cash Provided By (Used In) Investing Activities

Cash provided by investing  activities in 2002 was $151,702 and was attributable
to the disposition of assets and liabilities of Personnel Profiles, Inc. and L+R
Moran, Inc. Cash used in investing  activities during 2001 was ($13,255) and was
used to purchase equipment.

Net Cash Provided By (Used In) Financing Activities

Net cash provided by financing  activities  for the year ended December 31, 2002
was $266,571 and was due principally to the net proceeds  received from the sale
of additional 10% convertible  debentures in May 2002 in the amount of $300,000,
less debt  repayments.  Net cash provided by financing  activities  for the year
ended December 31, 2001 was $292,749 and was due principally to the net proceeds
received from the sale of additional 10% convertible  debentures in June 2001and
August 2001 in the amount of $500,000, less debt issuance costs and repayments.

Risks Related To Our Business

The Conversion Of Our Outstanding Debentures Will Cause Dilution To Our Existing
Shareholders,  Which  Means  That Our  Per-Share  Income And Stock  Price  Could
Decline

The issuance of shares upon the conversion of the  outstanding  debentures  will
have a dilutive  impact on our  stockholders.  We currently  have  $1,717,949 of
outstanding convertible  debentures.  The convertible debentures are convertible
into shares of common stock at a price equal to the lesser of (i) $.85;  or (ii)
an  amount  equal  to  sixty  percent  (60%,  50% in the  case of the  May  2002
debenture) of the average of the three lowest bid prices of the common stock for
the twenty (20) trading days immediately  preceding the conversion date. If such
conversion  had taken place at $.075  (i.e.,  50% of the recent  price of $.15),
then holders of the  convertible  debentures  would have received  approximately
23,000,000  shares of common stock. As a result,  our net income per share could
decrease  in future  periods  and the  market  price of our common  stock  could
decline.

The Conversion Of Our Outstanding Debentures Could Cause A Change Of Control

The issuance of shares upon the conversion of the outstanding  debentures  could
result in a change  of  control.  AJW  Partners,  LLC,  New  Millennium  Capital
Partners II, LLC, Pegasus Capital Partners, LLC and AJW/New Millennium Offshore,
Ltd.  (collectively the  "Bondholders")  hold convertible  debentures,  which if
converted  would result in the issuance based on the current stock price of $.15
of  approximately  23,000,000  shares of our  common  stock.  Currently,  we are
authorized to issue a maximum of 50,000,000 shares of common stock. Accordingly,
we do not have a  sufficient  number of shares of common stock to honor all such
conversions.  If we  increased  the number of shares that we are  authorized  to
issue,   then  the   Bondholders   would  receive   common  stock   representing
approximately  32% of our  outstanding  shares.  In such event,  the Bondholders
might be able to exercise control of our company.

We Have Historically Lost Money And Losses May Continue In The Future

We have  historically lost money. In the years ended December 31, 2002 and 2001,
we had a net loss of  ($745,971)  and  ($4,079,032)  or ($.07) and  ($0.42)  per
share,  respectively.  Future  losses are likely to occur.  Accordingly,  we may
experience  significant  liquidity and cash flow problems because our operations
are not  profitable.  No  assurances  can be given that we will be successful in
reaching or maintaining profitable operations.

                                       14
<PAGE>
We Will Need To Raise Additional Capital To Finance Operations

We have relied on significant  external  financing to fund our operations.  Such
financing  has  historically  come from a combination  of borrowings  from third
parties and funds provided by certain  officers and directors.  We cannot assure
you that  financing  whether from  external  sources or related  parties will be
available  if needed or on favorable  terms.  Our  inability to obtain  adequate
financing has resulted in the Company  curtailing  its business  operations  and
disposing of the job fair and employee background verification business. We will
need to raise  additional  capital to fund our anticipated  operating  expenses.
Among other things,  external  financing will be required to cover our operating
costs.

Our  Independent  Auditors Have Added A Going  Concern  Opinion To Our Financial
Statements, Which Means That We May Not Be Able To Continue Operations Unless We
Obtain Additional Funding

Our  independent  auditors  have added an  explanatory  paragraph to their audit
opinions issued in connection with the 2002 and 2001 financial statements, which
states that our ability to continue as a going concern  depends upon our ability
to resolve  liquidity  problems,  principally by obtaining  capital,  commencing
sales and generating  sufficient  revenues to become profitable.  Our ability to
obtain  additional  funding  will  determine  our ability to continue as a going
concern.  Our  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

We Have A Working  Capital  Deficit,  Which  Means  That Our  Current  Assets On
December 31, 2002 Were Not Sufficient To Satisfy Our Current Liabilities On That
Date

We had a working  capital  deficit of $1,434,904 as of December 31, 2002,  which
means that our current  liabilities  exceeded our current  assets by $1,434,904.
Current assets are assets that are expected to be converted into cash within one
year and, therefore,  may be used to pay current liabilities as they become due.
Our working  capital  deficit means that our current assets on December 31, 2002
were not sufficient to satisfy all of our current liabilities on that date.

The Price of Our Common  Stock May Be Affected By A Limited  Trading  Volume And
May Fluctuate Significantly

There is a  limited  public  market  for our  common  stock  and there can be no
assurance that an active  trading  market will develop.  An absence of an active
trading  market could  adversely  affect our  stockholders'  ability to sell our
common  stock in short time  periods,  or possibly at all.  Our common stock has
experienced,  and is likely to experience in the future,  significant  price and
volume  fluctuations  that could adversely affect the market price of our common
stock without regard to our operating performance.  In addition, we believe that
factors such as quarterly  fluctuations in our financial  results and changes in
the overall  economy or the condition of the  financial  markets could cause the
price of our common stock to fluctuate substantially.

Recession/Weak Economy

During periods of weak economic  growth or recession,  the demand for employment
services  shrinks as companies  suspend hiring and eliminate jobs. As the demand
for employees to fill jobs slows, the demand for screening services to assist in
selecting  the  candidates to fill those jobs slows as well.  Additionally,  the
current economic conditions have resulted in higher unemployment and less demand
for the services we provide to our target  markets.  As demands for the services
we provide decreases, our revenues may be negatively impacted.

Productivity Increases/Downsizing

As technological  advances  continue to increase,  the productivity of employees
increases.  With each  individual  employee  working at peak  efficiency,  fewer
employees are needed.  Unless economic growth provides  additional  demand for a
larger work force,  companies will continue to downsize.  Downsizing reduces the
demand for employment services,  and thus has a potential negative impact on our
revenues.

                                       15
<PAGE>
Our Board Of Directors Can Issue Preferred Stock Without Stockholder Consent And
Dilute Or Otherwise Significantly Affect The Rights Of Existing Stockholders

Our  certificate of  incorporation  provides that preferred  stock may be issued
from time to time in one or more series. Our board of directors is authorized to
determine the rights,  preferences,  privileges and restrictions  granted to and
imposed upon any unissued  series of preferred  stock and the designation of any
such  shares,  without  any vote or  action  by our  stockholders.  The board of
directors  may authorize  and issue  preferred  stock with voting power or other
rights  that could  adversely  affect the  voting  power or other  rights of the
holders of common stock. In addition, the issuance of preferred stock could have
the effect of delaying, deferring or preventing a change in control, because the
terms of  preferred  stock that might be issued could  potentially  prohibit the
consummation of any merger,  reorganization,  sale of  substantially  all of our
assets,  liquidation or other  extraordinary  corporate  transaction without the
approval of the holders of the outstanding shares of the preferred stock.

Our Common Stock Is Deemed To Be "Penny Stock," Which May Make It More Difficult
For Investors To Sell Their Shares Due To Suitability Requirements

Our common stock is deemed to be "penny stock" as that term is defined in Rule
3a51-1 promulgated under the Securities Exchange Act of 1934. These requirements
may reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for investors in our common
stock to sell shares to third parties or to otherwise dispose of them. This
could cause our stock price to decline. Penny stocks are stock:

     o    With a price of less than $5.00 per share;
     o    That are not traded on a "recognized" national exchange;
     o    Whose prices are not quoted on the Nasdaq  automated  quotation system
          (Nasdaq  listed  stock  must still have a price of not less than $5.00
          per share); or
     o    In issuers  with net  tangible  assets less than $2.0  million (if the
          issuer has been in  continuous  operation for at least three years) or
          $5.0 million (if in  continuous  operation for less than three years),
          or with average  revenues of less than $6.0 million for the last three
          years.

Broker/dealers  dealing  in penny  stocks  are  required  to  provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor.

ITEM 7. FINANCIAL STATEMENTS

The Company's financial  statements as of and for the fiscal year ended December
31, 2002 have been examined to the extent  indicated in their report by Weinberg
& Company, P.A.,  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 in this Form 10-KSB beginning
on page F-1.

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

On June 20, 2003 an 8-K was filed announcing a change of accountants. There were
no disagreements with our former accountants.

                                       16
<PAGE>
PART III

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

The following  table sets forth the names and ages of our current  directors and
executive officers, their principal offices and positions and the date each such
person  became a director or  executive  officer.  Our  executive  officers  are
elected  annually by the Board of Directors.  Our directors serve one-year terms
until their  successors are elected.  The executive  officers serve terms of one
year or until their  death,  resignation  or removal by the Board of  Directors.
There are no family relationships or understandings between any of the directors
and executive officers.  In addition,  there was no arrangement or understanding
between any executive  officer and any other person pursuant to which any person
was selected as an executive officer.

Our directors and officers are as follows:

   Name and Address                   Age      Position
--------------------------------------------------------------------------------
   Milton Cotter                      62    Chairman*, Chief Executive
   c/o ClickableOil.com, Inc.               Officer and ChiefFinancial Officer
   711 South Columbus Avenue
   Mount Vernon, NY 10550

   Richard Berman                     60    Vice Chairman*
   c/o ClickableOil.com, Inc.
   711 South Columbus Avenue
   Mount Vernon, NY 10550

   Nicholas Cirillo, Jr.              40    President and Director
   c/o ClickableOil.com, Inc.
   711 South Columbus Avenue
   Mount Vernon, NY 10550

   Guy Pipolo                         40    Chief Operating Officer and Director
   c/o ClickableOil.com, Inc.
   711 South Columbus Avenue
   Mount Vernon, NY 10550

   David Rodgers                      50    Secretary and Director
   c/o ClickableOil.com, Inc.
   711 South Columbus Avenue
   Mount Vernon, NY 10550

   *  Resigned as of June 6, 2003

Milton Cotter has served as Chairman of the Board of Directors, President, and
Chief Executive Officer of Achievement Tec, Inc. since 1997. Effective with the
June 6, 2003 merger with ClickableOil.com, Inc., Mr. Cotter resigned as Chairman
of the Board and Director of the Company. Previously, Mr. Cotter was a
consultant for many years to several companies in Dallas, Texas using
standardized psychological tests. He also provided assessment technology skills
to The Cabot Corporation and The Kane Miller Corporation, turning both firms
into billion dollar companies within an impressive four year period. Prior to
that, Mr. Cotter was part of the nuclear weapons effort within the Atomic Energy
Commission Department of Defense with operations out of the Sandia Nuclear
Weapons Laboratory. In this regard, Mr. Cotter was part of a team that
established a selected group to work with confidential, highly sensitive nuclear
materials. Mr. Cotter received his Bachelors and Masters from Oklahoma State
University.

Richard Berman has served as Vice Chairman and Director since November 2000 and
has over 30 years of experience in private equity, investment banking and
business development operations. Effective with the June 6,

                                       17
<PAGE>
2003 merger with ClickableOil.com, Inc., Mr. Berman resigned as Vice Chairman of
the Board and Director of the Company. In September, 1998, Mr. Berman joined
Internet Commerce Company ("ICC"), a publicly traded company, and is currently a
Director of ICC, as well as Chairman of the Board for Knowledge Cube.
Previously, Mr. Berman was principal to venture capital and real estate firms,
where he handled all of its mergers and acquisitions. Mr. Berman was also
Chairman and President of Prestolite Battery, Canada's largest battery producer.
Prior to that, he was Senior Vice President of Banker's Trust. Mr. Berman
received his MBA from New York University, a JD from Boston College and
graduated from Hague Academy of International Law.

Nicholas  Cirillo,  Jr.  is  the  Chief  Executive  Officer  and  co-founder  of
ClickableOil.com,  Inc.  in April 2000.  Effective  with the June 6, 2003 merger
with ClickableOil.com, Inc., Mr. Cirillo was appointed President and Director of
the  Company.  Prior to this,  Mr.  Cirillo  co-founded  along with Guy  Pipolo,
National  Retailers Group ("NRG") (which later became  ClickableOil,  Inc., when
NRG transformed into an Internet-based  company),  a New-York based discount oil
company  that  offered  homeowners  reduced-priced  oil  using  state-of-the-art
distribution strategies. Previously, he was a Manager with Cibro Petroleum where
his responsibilities  included overseeing the hedging and purchasing  strategies
for over $1 billion in home heating oil. Mr.  Cirillo was also  employed by Bear
Stearns and by a  privately-held  petroleum  trading  company.  He received  his
Bachelor of Arts in Economics  from  Georgetown  University,  and his Masters of
Business Administration from Fordham University.

Guy Pipolo is the Chief  Operating  Officer and co-founder of  ClickableOil.com,
Inc.   in  April   2000.   Effective   with  the  June  6,  2003   merger   with
ClickableOil.com,  Inc., Mr. Pipolo was appointed  Chief  Operating  Officer and
Director of the Company.  Prior to this, Mr. Pipolo  co-founded  along with Nick
Cirillo, Jr., National Retailers Group ("NRG") (which later became ClickableOil,
Inc., when NRG transformed  into an  Internet-based  company),  a New-York based
discount  oil  company  that  offered   homeowners   reduced-priced   oil  using
state-of-the-art  distribution  strategies.  Prior to that,  Mr.  Pipolo was the
Supply Manager with Cibro Petroleum.  Mr. Pipolo earned his Bachelor of Business
Administration in Finance from lona College.

David Rodgers is the Chief  Financial  Officer and  co-founder of  ClickableOil.
Effective with the June 6, 2003 merger with ClickableOil.com,  Inc., Mr. Rodgers
was appointed  Secretary and Director of the Company.  Previously,  he served as
the Director of Information  Technology  with Burnside Coal and Oil/West  Vernon
Petroleum.  Mr. Rodgers  received his Bachelor of Science in Accounting from the
University of Bridgeport.

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

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows all cash compensation paid by Achievement Tec, as well
as certain other compensation paid or accrued,  for the years ended December 31,
2002 and 2001.  Other than as set forth below,  no executives'  salary and bonus
exceeded  $100,000 in any of the  applicable  years.  The following  information
includes  the  dollar  value  of base  salaries,  bonus  awards,  the  value  of
restricted  shares  issued  in lieu  of  cash  compensation  and  certain  other
compensation, if any, whether paid or deferred.

                                       18
<PAGE>
<TABLE>
<CAPTION>

                                                 Annual Compensation             Long-Term Compensation
                        --------------------------------------------------- -------------------------------
                                                                                    Awards         Payouts
                                                                             --------------------- --------
                                                                 Other       Restricted
                                                                Annual          Stock     Options/   LTIP     All Other
Name and                             Salary        Bonus     Compensation     Award(s)     SARs    Payouts  Compensation
                                   ------------ ------------ -------------- ------------ --------- -------- ------------
Principal Position        Year         ($)          ($)           ($)            ($)        (#)      ($)         ($)
------------------     ----------  ------------ ------------ -------------- ------------ --------- -------- ------------
<S>                        <C>     <C>
Milton Cotter              2002    $  93,984
President and Chairman     2001      162,953

Eric Cotter                2002       81,731
Administrative Manager     2001      103,507

David Fenner               2002      100,000
Vice President, Client
Rel.                       2001      114,730

William Stewart            2002       64,480
Vice President, Tech.
Div.                       2001       76,880
</TABLE>
During the last 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.

Employment Agreement

On June 6, 2003, we entered into a six month  employment  agreement  with Milton
Cotter to continue to serve as our Chief  Executive  Officer and Chief Financial
Officer,  and to  insure  that all of our 2002 and  2003  financial  reports  be
prepared and filed with the SEC. Mr.  Cotter will receive  10,000  shares of our
common stock for this six month employment commitment.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table contains  information about the beneficial  ownership of our
common stock as of August 31, 2003 for:

     o    each person who beneficially owns more than five percent of the common
          stock;
     o    each of our directors;
     o    the named executive officers; and
     o    all directors and executive officers as a group.

Unless otherwise indicated, the address for each person or entity named below is
c/o Achievement Tec Holdings, Inc., 711 South Columbus Avenue, Mount Vernon, New
York 10550.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Except as indicated by footnote,  and subject
to community  property  laws where  applicable,  the persons  named in the table
below have sole voting and investment power with respect to all shares of common
stock  shown as  beneficially  owned  by  them.  The  percentage  of  beneficial
ownership is based on 48,391,966 shares of common stock outstanding as of August
31, 2003.

                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                          Common Stock Beneficially Owned
                                                          -------------------------------
                     Name and Address                           Number           Percent
                     ----------------                     --------------------------------
                    <S>                                      <C>                  <C>
                     Nicholas Cirillo, Jr. (1)               12,900,000           26.66%
                     Guy Pipolo (1)                          12,900,000           26.66%
                     David Rodgers (1)                       12,900,000           26.66%

                     All Executive Officers and
                       Directors as a Group                  38,700,000           79.97%
</TABLE>

     (1)  All shares are  beneficially  owned by DGN  Holdings,  LLC, a New York
          limited liability company in which Messrs. Cirillo, Pipolo and Rodgers
          each own a 33.33% interest.


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 December  31,  2002 the  Company  has a payable  due to officers  totaling
$16,047.  This amount  represents  $7,043 of advances made to the Company by Mr.
Milton  Cotter and $9,000 of advances by Mr. Eric Cotter,  a former  officer and
director,  for various  operating  expenses.  Mr. Milton  Cotter's  advances are
evidenced by a note that bears interest at a rate of 8% per annum, with interest
only payable in monthly installments beginning on January 1, 1999 and continuing
until January 1, 2004, at which time the remaining unpaid principal and interest
shall be due in full. As of December 31, 2002, Mr. Eric Cotter's advances to the
Company are not  evidenced by a note,  are non interest  bearing,  unsecured and
have no fixed date for repayment.

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.
<TABLE>
<CAPTION>

<C>                                                  <C>                              <C>
31.1     Officer's Certification Pursuant to Section 302:                          Provided Herewith

32.1     Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:                Provided Herewith
</TABLE>
*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

                                       20
<PAGE>
On June 23, 2003, an 8-K was filed  announcing  the merger of  ClickableOil.com,
Inc. with and into the Company.

On August 25, 2003,  an amended 8-K was filed  including  the audited  financial
statements of  ClickableOil.com,  Inc. for the fiscal years ended March 31, 2003
and 2002.

ITEM 14. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of
our management, including the chief executive officer, or CEO, and chief
financial officer, or CFO, of the effectiveness of the design and operation of
our disclosure procedures. Based on that evaluation, our management, including
the CEO and CFO, concluded that our disclosure controls and procedures were
effective as of December 31, 2002. There have been no significant changes in our
internal control over financial reporting during the 2002 calendar year that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

Exhibit 21

Subsidiaries

As of December 31, 2002, the Company had the following subsidiaries:

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

                                       21
<PAGE>
                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused  this  annual  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:   Chief Executive Officer and Chief Financial Officer
                  Date:    September 11, 2003


                                       22
<PAGE>
                         ACHIEVEMENT TEC HOLDINGS, INC.
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2002





                                      F-1
<PAGE>



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

                                TABLE OF CONTENTS

                                                                             PAGE(S)

<S>                                                                             <C>
INDEPENDENT AUDITORS' REPORT                                                  F-3

INDEPENDENT AUDITORS' REPORT                                                  F-4

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2002 AND 2001                  F-5

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002   F-6
AND 2001

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY FOR THE YEARS ENDED       F-7
DECEMBER 31, 2002 AND 2001

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2002   F-8
AND 2001

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001   F-10 - F-24
</TABLE>

                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
 Achievement Tec Holdings, Inc. and Subsidiaries

We have audited the accompanying  consolidated  balance sheet of Achievement Tec
Holdings, Inc. and Subsidiaries (the "Company") as of December 31, 2002, and the
related  consolidated   statements  of  operations,   changes  in  stockholders'
deficiency and cash flows for the year then ended. These consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  These  standards  require  that we plan and
perform the audit 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  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly  in  all  material  respects,  the  consolidated  financial  position  of
Achievement Tec Holdings, Inc. and Subsidiaries as of December 31, 2002, and the
results of their  operations  and their cash flows for the year then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 15 to
the financial statements,  the Company had a net loss of $745,971 and a negative
cash flow from operations of $418,273 for the year ended December 31, 2002 and a
working  capital  deficiency of  $1,434,904  and a  stockholders'  deficiency of
$3,162,150 as of December 31, 2002. These factors raise  substantial doubt about
the  Company's  ability to continue  as a going  concern.  Management's  plan in
regards to these matters is also described in Note 15. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.



WEINBERG & COMPANY, P.A.
Certified Public Accountants


Boca Raton, Florida
August 12, 2003

                                      F-3
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors of:
  Achievement Tec Holdings, Inc. and Subsidiaries

We have audited the accompanying  consolidated balance sheets of Achievement Tec
Holdings,  Inc.  and  Subsidiaries  as of  December  31,  2001  and the  related
consolidated statements of operations,  stockholders'  deficiency and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the Company's  management.  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.

As more fully described in Note 1(S) of the notes to the consolidated  financial
statements,  an error  resulting in an  understatement  of  previously  reported
convertible debentures and treasury stock as of December 31, 2001 was discovered
by management of the Company during 2002. Accordingly,  the consolidated balance
sheet as of December  31,  2001 and the  statement  of changes in  stockholders'
deficiency  for the year ended  December 31, 2001 have been  restated to reflect
corrections to previously reported amounts.


In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Achievement Tec Holdings,  Inc. and Subsidiaries as of December 31, 2001 and the
consolidated  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  consolidated  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 $2,992,881.  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

                                      F-4
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
                                                                                                                2001
                                                                                      2002                 (As Restated)
                                                                                ------------------       -------------------
<S>                                                                                <C>                       <C>
Current assets

Accounts receivable, net of allowance for doubtful accounts of $0 and
$35,469                                                                         $          12,150        $           47,624
Due from factor                                                                                 -                       309
                                                                                ------------------       -------------------
Total Current Assets                                                                       12,150                    47,933
PROPERTY & EQUIPMENT - NET OF ACCUMULATED DEPRECIATION OF $61,651 AND
$44,659                                                                                    31,074                    54,708

GOODWILL AND INTANGIBLES, NET OF ACCUMULATED AMORTIZATION OF $17,768
AND $108,273                                                                                  975                 1,372,566

DEBT ISSUANCE COSTS, NET OF ACCUMULATED AMORTIZATION OF $65,588 AND
$21,863                                                                                    21,862                    65,587

OTHER ASSETS                                                                                2,839                     8,333
                                                                                ------------------       -------------------
TOTAL ASSETS                                                                    $          68,900        $        1,549,127
                                                                                ==================       ===================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Bank overdraft                                                                  $          24,061        $           20,031
Accounts payable and accrued expenses                                                     510,313                   588,853
Payroll taxes payable                                                                     154,054                   140,543
Convertible notes payable - current                                                       300,000                 1,587,500
Notes payable - current                                                                   458,626                   392,626
                                                                                ------------------       -------------------
Total Current Liabilities                                                               1,447,054                 2,729,553

Due to officer                                                                             16,047                    49,506
Convertible debentures                                                                  1,717,949                 1,442,949
Convertible notes payable                                                                  50,000                   250,000
Notes payable                                                                                   -                    70,000
                                                                                ------------------       -------------------
TOTAL LIABILITIES                                                                       3,231,050                 4,542,008
                                                                                ------------------       -------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY

Preferred stock, $.001 par value, 10,000,000 shares authorized, none
issued and outstanding                                                                          -                         -
Common stock, $.001 par value, 50,000,000 shares authorized, 10,320,039
and 10,502,248 shares issued and outstanding                                               10,320                    10,502
Treasury stock (586,375 shares)                                                                 -                  (837,930)
Additional paid in capital                                                              2,594,679                 3,181,725
Deferred compensation                                                                           -                  (326,000)
Accumulated deficit                                                                    (5,767,149)               (5,021,178)
                                                                                ------------------       -------------------
TOTAL STOCKHOLDERS' DEFICIENCY                                                         (3,162,150)               (2,992,881)
                                                                                ------------------       -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $          68,900        $        1,549,127
                                                                                ==================       ===================
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements

                                      F-5
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                             2002            2001
                                                        ------------    ------------
<S>                                                     <C>            <C>
REVENUE .............................................   $   969,294    $  3,041,190

COST OF REVENUE .....................................             -         371,048
                                                        ------------    ------------

GROSS PROFIT ........................................       969,294       2,670,142
                                                        ------------    ------------

OPERATING EXPENSES
 Selling, general and administrative expense ........     1,144,322       3,950,672
 Depreciation and amortization expense ..............        25,120         259,973
 Asset impairment ...................................             -       1,873,324
                                                        ------------    ------------
       Total Operating Expenses .....................     1,169,442       6,083,969
                                                        ------------    ------------

LOSS FROM OPERATIONS ................................      (200,148)     (3,413,827)

INTEREST EXPENSE ....................................       545,823         665,205
                                                        ------------    ------------

LOSS BEFORE PROVISION FOR INCOME TAXES ..............      (745,971)     (4,079,032)

PROVISION (BENEFIT) FOR INCOME TAXES ................             -               -
                                                        ------------    ------------

NET LOSS ............................................   $  (745,971)   $ (4,079,032)
                                                        ============    ============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED .......   $     (0.07)   $      (0.42)
                                                        ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING DURING THE PERIOD
 - BASIC AND DILUTED ................................    10,168,229       9,731,268
                                                        ============    ============
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      F-6
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY FOR
                   THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>


                                                                  Additional                 Deferred      Stockholders'
                                             Common Stock          Paid-In     Treasury     Compensation   Accumulated
                                           Shares      Amount      Capital      Stock        Expense         Deficit        Total
                                        ------------ ------------ ------------ ------------ ------------  ------------  ------------

<S>                                        <C>         <C>           <C>         <C>           <C>          <C>           <C>
Balance, 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                    -          -        163,000           -             -             -       163,000
Deferred compensation expense                     -          -        326,000           -      (326,000)            -             -
Career Directions conversion of notes
 payable                                    100,000        100         99,900           -             -             -       100,000
Shares reacquired through sale of
 debentures                                       -          -              -    (837,930)            -             -      (837,930)
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, December 31, 2001               10,502,248     10,502      3,181,725    (837,930)     (326,000)   (5,021,178)   (2,992,881)
Career Direction's conversion of
 convertible notes payable                  100,000        100         99,900           -             -             -       100,000
Treasury stock acquired and excess
 liabilities over assets cancelled in
 rescission of acquisition agreements             -          -        174,202     (22,500)            -             -       151,702
Deferred stock option agreements
rescinded                                         -          -       (326,000)          -       326,000             -             -
Treasury stock cancelled                   (698,875)      (698)      (859,732)    860,432             -             -             -
Beneficial conversion feature of
debentures                                        -          -        300,000           -             -             -       300,000
Conversion of debentures                    416,666        416         24,584           -             -             -        25,000
Net loss                                          -          -              -           -             -      (745,971)     (745,971)
                                        ------------ ------------ ------------ ------------ ------------  ------------  ------------
BALANCE, DECEMBER 31, 2002               10,320,039  $  10,320     $2,594,679  $        -    $        -   $(5,767,149)  $(3,162,150)
                                        ============ ============ ============ ============ ============  ============  ============
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements

                                       F-7
<PAGE>
<TABLE>
<CAPTION>
                ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                   2002           2001
                                                                               ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                            <C>            <C>
 Net loss ..................................................................   $  (745,971)   $(4,079,032)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization ............................................        25,120        261,593
  Stock issued for services ................................................             -         93,750
  Amortization of debt issue costs .........................................        43,725         50,407
  Stock based compensation .................................................             -        163,000
  Beneficial conversion expense ............................................       300,000        500,000
  Asset impairment .........................................................             -      1,873,324
  Bad debt recovery ........................................................       (12,362)             -
 Changes in operating assets and liabilities:
  Increase (decrease) in:
  Accounts receivable ......................................................        35,474        315,945
  Due from factor ..........................................................           309           (309)
  Other assets .............................................................           461         (3,397)
  Increase (decrease) in:
  Payroll taxes payable ....................................................        13,511        140,543
  Accounts payable and accrued expenses ....................................       (78,540)       404,682
                                                                               ------------   ------------
         Net Cash Used In Operating Activities .............................      (418,273)      (279,494)
                                                                               ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Increase in property and equipment ........................................             -        (13,255)
 Disposition of assets and liabilities .....................................       151,702              -
                                                                               ------------   ------------
         Net Cash Provided By (Used In) Investing Activities ...............       151,702        (13,255)
                                                                               ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Debt issue cost ...........................................................             -        (32,475)
 Increase (decrease) in bank overdraft .....................................         4,030         (3,155)
 Proceeds from convertible debentures ......................................        50,000              -
 Repayment of convertible debentures .......................................       (50,000)             -
 Proceeds from issuance of debentures ......................................       300,000        445,025
 Repayment of notes payable ................................................        (4,000)       (56,570)
 Decrease in due to officer ................................................       (33,459)       (60,076)
                                                                               ------------   ------------
         Net Cash Provided By Financing Activities .........................       266,571        292,749
                                                                               ------------   ------------

NET DECREASE IN CASH .......................................................             -              -

CASH - BEGINNING OF YEAR ...................................................             -              -
                                                                               ------------   ------------

CASH - END OF YEAR .........................................................   $         -      $       -
                                                                               ============   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for interest .....................................   $    97,687    $    53,675
                                                                               ============   ============
</TABLE>
                 The accompanying notes an integral part of the
                       consolidated financial statements.

                                      F-8
<PAGE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the year ended December 31, 2001, the Company issued stock for
professional services valued at $93,750.

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 convertible 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 of which $62,500 was
converted into 62,500 shared of common stock. In January, 2002 this acquisition
agreement was rescinded and all assets, liabilities and common stock were
returned to their original owners (See Note 2).

The Company acquired all the assets and liabilities of L+R Moran, Inc. on
January 1, 2001, for 50,000 shares of its common stock valued at $100,000, and a
$950,000 convertible note payable, of which $62,500 was converted into 62,500
shares of common stock. In January 2002, this acquisition agreement was
rescinded and all assets, liabilities and common stock were returned to their
original owners (See Note 2). The convertible notes payable in the amount of
$437,500 and $950,000 respectively were cancelled, accounts payable and accrued
expenses of $142,485, cash of $4,059, other assets of $5,562, net property and
equipment of $6,382 and 112,500 shares of common stock valued at $22,500 was
returned to their original owners.

During the year ended December 31, 2001, the Company acquired 586,375 shares of
treasury stock aggregating $837,930 in exchange for convertible debentures.

During the year ended December 31, 2002, the Company issued 100,000 shares of
common stock for the conversion of $100,000 in convertible notes payable to
Career Directions, Inc.

During the year ended December 31, 2002, the Company issued 416,666 shares of
common stock for the conversion of $25,000 in convertible debentures.

                                      F-9
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

     (A)  Description of Business

          The accompanying consolidated financial statements include the
          accounts of Achievement Tec Holdings, Inc. and subsidiaries
          (collectively, 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 change its state of
          incorporation from Idaho to the State of Delaware. Its wholly owned
          subsidiaries as of December 31, 2002 include the following:

     1.   Achievement Tec, Inc. ("Achievement Tec"), formerly known as Profile
          Technologies, Inc., incorporated under the laws of the state of Texas
          in 1956;

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

     3.   Career Direction, Inc. ("Career") incorporated under the laws of the
          State of Texas on April 5, 1989 (See Note 2).

          The 2001 consolidated financial statements also include the accounts
          of its former wholly owned subsidiaries, Personnel Profiles, Inc. and
          L+R Moran, Inc. (See Note 2).

          As of May 9, 2000, the Company and its wholly-owned subsidiaries,
          Acquisition and 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.

          The 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. (See Note 14 for subsequent
          merger)

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

     (B)  Principles of Consolidation

          The accompanying consolidated financial statements include the
          accounts of the Company and its wholly owned subsidiaries. All
          significant intercompany accounts and transactions have been
          eliminated in consolidation.

                                      F-10
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001


     (C)  Use of Estimates

          In preparing financial statements in conformity with accounting
          principles generally accepted in the United States of America,
          management is required to make estimates and assumptions that affect
          the reported amounts of assets and liabilities and the disclosure of
          contingent assets and liabilities at the date of the financial
          statements and revenues and expenses during the reported period.
          Actual results could differ from those estimates.

     (D)  Cash

          Cash includes cash on deposit at financial institutions.

     (E)  Fair Value of Financial Instruments

          Statement of Financial Accounting Standards ("SFAS") No. 107,
          "Disclosures about Fair Value of Financial Instruments", requires
          disclosures of information about the fair value of certain financial
          instruments for which it is practicable to estimate the value. For
          purposes of this disclosure, the fair value of a financial instrument
          is the amount at which the instrument could be exchanged in a current
          transaction between willing parties other than in a forced sale or
          liquidation.

          The carrying amounts of the Company's accounts receivable, accounts
          payable and accrued expenses, notes payable and interest payable
          thereon approximate fair value due to the relatively short period to
          maturity for these instruments.

     (F)  Allowances for Doubtful Accounts

          The Company makes judgments as to its ability to collect outstanding
          receivables and provide allowances for the portion of receivables when
          collection becomes doubtful. Provisions are made based upon a specific
          review of all significant outstanding invoices. For those invoices not
          specifically reviewed, provisions are provided at differing rates,
          based upon the age of the receivable. In determining these
          percentages, we analyze our historical collection experience and
          current economic trends. If the historical data we use to calculate
          the allowance provided for doubtful accounts does not reflect the
          future ability to collect outstanding receivables, additional
          provisions for doubtful accounts may be needed and the future results
          of operations could be affected. As of December 31, 2002, management
          deemed that all of the accounts receivbale are fully collectible and
          that no allowance for doubtful accounts was required.

     (G)  Property and Equipment

          Property and equipment are stated at cost, less accumulated
          depreciation. Depreciation is provided on the straight-line basis over
          the estimated useful lives of the assets of five to seven years.
          Expenditures for maintenance and repairs are charged to expense when
          incurred. Upon retirement or sale, the cost and accumulated
          depreciation are removed from the accounts and any gain or loss is
          recognized currently.

     (H)  Impairment of Long-Lived Assets

          Long-lived assets to be held and used are reviewed for impairment
          whenever events or changes in circumstances indicate that the carrying
          amount of an asset may not be recoverable. The carrying amount of a
          long-lived asset is not recoverable if it exceeds the sum of the
          undiscounted cash flows expected to result from the use and eventual
          disposition of the asset. Long-lived assets to be disposed of are
          reported at the lower of carrying amount or fair value less cost to
          sell.

                                      F-11
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

     (I)  Goodwill and Intangibles

          In accordance with SFAS No. 141, the Company allocates the purchase
          price of its acquisitions to the tangible assets, liabilities and
          intangible assets acquired based on their estimated fair values. The
          excess purchase price over those fair values is recorded as goodwill.
          The fair value assigned to intangible assets acquired is based on
          valuations using estimates and assumptions provided by management. In
          accordance with SFAS No. 142, goodwill and purchased intangibles with
          indefinite lives acquired after June 30, 2001 are not amortized but
          will be reviewed periodically for impairment. Purchased intangibles
          with finite lives will be amortized on a straight-line basis over
          their respective useful lives.

     (J)  Income Taxes

          The Company accounts for income taxes under the Financial Accounting
          Standards Board ("FASB") SFAS No. 109 "Accounting for Income Taxes".
          Under SFAS No. 109, deferred tax assets and liabilities are recognized
          for the future tax consequences attributable to differences between
          the financial statement carrying amounts of existing assets and
          liabilities and their respective tax bases. Deferred tax assets and
          liabilities are measured using enacted tax rates expected to apply to
          taxable income in the years in which those temporary differences are
          expected to be recovered or settled. Under SFAS No. 109, the effect on
          deferred tax assets and liabilities of a change in tax rates is
          recognized in income in the period that includes the enactment date.
          (K) Concentration of Credit Risk

          The Company maintains its cash in bank deposit accounts, which, at
          times, may exceed federally insured limits. The Company has not
          experienced any losses in such accounts and believes it is not exposed
          to any significant credit risk on cash and cash equivalents.

     (L)  Earnings (Loss) Per Share

          Net income (loss) per common share for the years ended December 31,
          2002 and 2001 is required to be computed based on the weighted average
          common stock and dilutive common stock equivalents outstanding during
          the year as defined by SFAS No. 128, "Earnings Per Share". The effect
          of common stock equivalents was not used in the calculation of net
          income (loss) per share since the effect would be anti-dilutive.

     (M)  Segment Accounting

          SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
          Information", requires that a public business enterprise report a
          measure of segment profit or loss, certain specific revenue and
          expense items, and segment assets. It requires reconciliations of
          total segment revenues, total segment profit or loss, total segment
          assets, and other amounts disclosed for segments to corresponding
          amounts in the enterprise's general-purpose financial statements. It
          requires that all public business enterprises report information about
          the revenues derived from the enterprise's products or services (or
          groups of similar products and services), about the geographic
          segments in which the enterprise earns revenues and holds assets, and
          about major customers regardless of whether that information is used
          in making operating decisions. However, SFAS No. 131 does not require
          an enterprise to report information that is not prepared for internal
          use if reporting it would be impracticable. The Company has two major
          reportable segments and segment information is presented in Note 13.
          See Note 3 for information relating to operating segments whose
          acquisitions in 2001 were rescinded in 2002.

     (N)  Revenue Recognition

          Revenue from website software sales is recognized upon usage of the
          website software by the customer. The Company sells access to the

                                      F-12
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

          website as is and does not offer any post sale customer support.
          Revenue from job fairs, drug testing and background checks are
          recognized as earned when services are provided.

     (O)  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.

     (P)  Debt Issuance Costs

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

     (Q)  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.

     (R)  Recent Accounting Pronouncements

          In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
          Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
          Technical Corrections." SFAS No. 145 rescinds the provisions of SFAS
          No. 4, which requires companies to classify certain gains and losses
          from debt extinguishments as extraordinary items, eliminates the
          provisions of SFAS No. 44 regarding transition to the Motor Carrier
          Act of 1980 and amends the provisions of SFAS No. 13 to require that
          certain lease modifications be treated as sale leaseback transactions.
          The provisions of SFAS No. 145 related to classification of debt
          extinguishments are effective for fiscal years beginning after May 15,
          2002, with earlier application encouraged.

          In July 2002, the FASB issued SFAS No. 146, "Accounting for
          Restructuring Costs." SFAS No. 146 applies to costs associated with an
          exit activity (including restructuring) or with a disposal of
          long-lived assets. Those activities can include eliminating or
          reducing product lines, terminating employees and contracts and
          relocating plant facilities or personnel. Under SFAS No. 146, the
          Company will record a liability for a cost associated with an exit or
          disposal activity when that liability is incurred and can be measured
          at fair value. SFAS No. 146 will require the Company to disclose
          information about its exit and disposal activities, the related costs,
          and changes in those costs in the notes to the interim and annual
          financial statements that include the period in which an exit activity
          is initiated and in any subsequent period until the activity is
          completed. SFAS No. 146 is effective prospectively for exit or
          disposal activities initiated after December 31, 2002, with earlier
          adoption encouraged. Under SFAS No. 146, a company cannot restate it's
          previously issued financial statements and the new statement
          grandfathers the accounting for liabilities that a company had
          previously recorded under Emerging Issues Task Force Issue 94-3.

          In December 2002, the FASB issued SFAS No. 148, "Accounting for
          Stock-Based Compensation-Transition and Disclosure - an amendment of
          FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting

                                      F-13
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001


          for Stock Based Compensation" and provides alternative methods for
          accounting for a change by registrants to the fair value method of
          accounting for stock-based compensation. Additionally, SFAS No. 148
          amends the disclosure requirements of SFAS No. 123 to require
          disclosure in the significant accounting policy footnote of both
          annual and interim financial statements of the method of accounting
          for stock based-compensation and the related pro-forma disclosures
          when the intrinsic value method continues to be used. The statement is
          effective for fiscal years beginning after December 15, 2002, and
          disclosures are effective for the first fiscal quarter beginning after
          December 15, 2002.

          In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
          133 on Derivative Instruments and Hedging Activities". SFAS No. 149
          amends and clarifies financial accounting and reporting for derivative
          instruments, including certain derivative instruments embedded in
          other contracts (collectively referred to as derivatives) and for
          hedging activities under SFAS No. 133, "Accounting for Derivative
          Instruments and Hedging Activities". The changes in SFAS No. 149
          improve financial reporting by requiring that contracts with
          comparable characteristics be accounted for similarly. This statement
          is effective for contracts entered into or modified after June 30,
          2003 and all of its provisions should be applied prospectively.

          In May 2003, the Financial Accounting Standards Board ("FASB") issued
          Statement of Financial Accounting Standards ("SFAS") No. 150,
          "Accounting For Certain Financial Instruments with Characteristics of
          both Liabilities and Equity". SFAS No. 150 changes the accounting for
          certain financial instruments with characteristics of both liabilities
          and equity that, under previous pronouncements, issuers could account
          for as equity. The new accounting guidance contained in SFAS No. 150
          requires that those instruments be classified as liabilities in the
          balance sheet.

          SFAS No. 150 affects the issuer's accounting for three types of
          freestanding financial instruments. One type is mandatorily redeemable
          shares, which the issuing company is obligated to buy back in exchange
          for cash or other assets. A second type includes put options and
          forward purchase contracts, which involves instruments that do or may
          require the issuer to buy back some of its shares in exchange for cash
          or other assets. The third type of instruments that are liabilities
          under this Statement is obligations that can be settled with shares,
          the monetary value of which is fixed, tied solely or predominantly to
          a variable such as a market index, or varies inversely with the value
          of the issuers' shares. SFAS No. 150 does not apply to features
          embedded in a financial instrument that is not a derivative in its
          entirety.

          Most of the provisions of Statement 150 are consistent with the
          existing definition of liabilities in FASB Concepts Statement No. 6,
          "Elements of Financial Statements". The remaining provisions of this
          Statement are consistent with the FASB's proposal to revise that
          definition to encompass certain obligations that a reporting entity
          can or must settle by issuing its own shares. This Statement shall be
          effective for financial instruments entered into or modified after May
          31, 2003 and otherwise shall be effective at the beginning of the
          first interim period beginning after June 15, 2003, except for
          mandatorily redeemable financial instruments of a non-public entity,
          as to which the effective date is for fiscal periods beginning after
          December 15, 2003.

          Management does not expect the impact from these statements'
          pronouncements to have a material impact on the Company's consolidated
          financial position or results of operations.

     (S)  Correction of Error

          Management discovered during the course of completing its December 31,
          2002 accounting that a convertible debenture issued on August 13, 2001
          in the amount of $250,000 (See Note 8) the proceeds of which was used
          to acquire treasury stock, had inadvertently not been recorded on the
          books and records of the Company as a liability during the year ended

                                      F-14
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

          December 31, 2001. The effect of this accounting error caused an
          understatement of total liabilities and treasury stock in the amount
          of $250,000. There was no impact to the Company's statement of
          operations or cash flows. Accordingly, the balance sheet and statement
          of stockholders' deficiency as of December 31, 2001 have been restated
          for this correction of error.

NOTE 2 ACQUISITIONS

          During 2001, the Company acquired the capital stock of two
          corporations, Career Direction, Inc., and Personnel Profiles, Inc.,
          and purchased the assets of L+R Moran, Inc. These acquisitions have
          been recorded as purchases.

     (A)  Career Direction, Inc.

          As of January 1, 2001, the Company and the Career Directions' 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 Directions'
          Sellers received, in exchange for all the capital stock of Career
          Direction, 200,000 shares of common stock of the Company having a fair
          market value of $1,200,000 and a convertible note payable in the
          amount of $800,000. (See Note 3 for the rescission of this
          transaction).

     (B)  Personnel Profiles, Inc.

          As of January 1, 2001, the Company and the 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., a Ohio corporation ("Personnel
          Profiles") from the Personnel Profiles Seller.

          Pursuant to the Personnel Profiles Agreement, the Personnel Profiles'
          Seller received, in exchange for all the capital stock of Personnel
          Profiles, a $500,000 convertible note 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. At the
          Personnel Profiles Seller's election, any $62,500 payment could be
          converted into 62,500 shares of Company common stock. (See Note 3 for
          the rescission of this transaction).

     (C)  L+ R Moran, Inc.

          As of January 1, 2001, the Company, and L+R Moran, Inc., a Texas
          corporation ("L+R Moran") entered into a Purchase and Sale Agreement
          (the "L+R Moran Agreement"), whereby the Company agreed to purchase
          the assets of L+R Moran.

          Pursuant to the L+R Moran Agreement, L+R Moran received $1,050,000
          comprised of 50,000 shares of common stock of the Company having a
          value of $100,000 and a $950,000 convertible note payable in exchange
          for its assets.

                                      F-15
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001


          The purchase price for the above acquisitions had been allocated as
          follows:
<TABLE>
<CAPTION>

                                                  Career Directions,            Personnel                 L+R
                                                         Inc.                Profiles, Inc.           Moran, 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)
                                                  --------------------     --------------------     -----------------

       Purchase price                             $        2,000,000       $          500,000       $     1,050,000
                                                  ====================     ====================     =================
</TABLE>

       (See Note 3 for rescission of this agreement)


NOTE 3 RESCISSIONS

          As of January 1, 2001, the Company completed acquisitions of the
          background verification, wholesale independent consultant and job fair
          businesses. The background verification business (L+R Moran) and
          wholesale independent consultant and job fair businesses (Personnel
          Profiles) were not profitable and were returned to their former owners
          under rescission agreements as described below:

          Personnel Profiles, Inc. - On January 1, 2002, the Company entered
          into an agreement whereby the Purchase and Sale Agreement by and
          between the company and the Trustee of a Charitable Remainder Trust
          dated January 1, 2001, and all related agreements, were rescinded. The
          Company transferred all the outstanding capital stock, assets and
          liabilities of Personnel Profiles, Inc. in exchange for the
          termination of the Purchase and Sale Agreement and related agreements
          and the cancellation of 62,500 shares of common stock previously
          issued.

          As of January 1, 2002, the Company and the 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 trustee agreed to rescind the Purchase and
          Sale Agreement between the parties, thereby releasing the Company and
          the trustee 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 Personnel Profiles Agreement dated
          January 1, 2001 is terminated along with all related agreements or
          instruments in all respects, including but not limited to 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
          Personnel Profiles Agreement. Further, the Company agrees to defend,
          indemnify and hold harmless the Trustee 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.

          L+R Moran, Inc. - On 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 related
          agreements, was rescinded. The company transferred all the assets and
          liabilities of L+R Moran, Inc. in exchange for the termination of the
          Purchase and Sale Agreement and related agreements and the
          cancellation of 50,000 shares of common stock previously issued.

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

                                      F-16
<PAGE>

                ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001


          Pursuant to the L+R Rescission Agreement, each of the parties
          acknowledges that the L+R Moran Agreement is terminated along with all
          related agreements or instruments in all respects, including but not
          limited to 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 L+R Moran Agreement. 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 .

          The operations of L+R Moran and Personnel Profiles are included in the
          statement of operations in the 2001 consolidated financial statements.
          The financial statements also reflect an addition to treasury stock of
          $22,500 (representing 112,500 shares) and an addition to paid-in
          capital in the amount of $174,202 in 2002, which represents the return
          of the common stock issued in the acquisitions and the excess of
          liabilities over the assets cancelled in such rescissions.

          Information relating to the L+R Moran and Personnel Profiles
          operations as of and for the years ended December 31, 2002 and 2001 is
          as follows:
<TABLE>
<CAPTION>

                                                                         2002                      2001
                                                                  ------------------       -------------------

<S>                                                               <C>                         <C>
       Revenues                                                   $               -         $       1,165,338
        Costs and expenses                                        $               -         $       1,149,768
                                                                  ------------------       -------------------
            Net Income                                            $               -         $          15,570
                                                                  ==================       ===================

       Assets
        Current assets                                            $               -         $           9,620
        Depreciable assets, net                                                   -                     6,382
        Goodwill                                                                  -                 1,362,281
                                                                  ------------------       -------------------
            Total Assets                                          $               -         $       1,378,283
                                                                  ==================       ===================

       Liabilities
        Current liabilities                                       $               -         $         142,485
        Convertible Notes Payable                                                 -                 1,387,500
                                                                  ------------------       -------------------
            Total Liabilities                                     $               -         $       1,529,985
                                                                  ==================       ===================
</TABLE>

          The following pro forma consolidated results of operations are
          presented as if the acquisition of Personnel Profiles, Inc and L+R
          Moran had not occurred in 2001:
<TABLE>
<CAPTION>

                                                                                                     Year Ended
                                                                                                  December 31, 2001
                                                                                                 --------------------

<S>                                                                                        <C>
       Net revenue                                                                         $               1,875,852
       Net earnings (loss)                                                                               (4,063,462)
       Basic and diluted (loss) per common share                                           $                  (0.42)
</TABLE>

          The following pro forma consolidated balance sheet is presented as if
          the acquisition of Personnel Profiles, Inc and L+R Moran, Inc had not
          occurred in 2001:

                                      F-17
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001


                         Consolidated Balance Sheet Data
                             as of December 31, 2001

<TABLE>
<CAPTION>
       Assets:
<S>                                                                               <C>
       Current Assets                                                             $    38,313
       Fixed Assets, Net                                                               48,326
       Intangible Assets, Net                                                          10,285
       Other Assets                                                                    73,920
                                                                                  ------------
       Total Assets                                                               $   170,844
                                                                                  ============
       Liabilities:
       Cash Overdraft                                                             $    20,031
       Accounts Payable and Accrued Expenses                                          446,368
       Payroll Taxes Payable                                                          140,543
       Notes Payable-Current Portion                                                  392,626
       Convertible Notes Payable                                                      200,000
                                                                                  ------------
       Current Liabilities                                                          1,199,568

       Other Liabilities                                                            1,562,455
                                                                                  ------------
       Total Liabilities                                                          $ 2,762,023

       Stockholders' Deficiency:                                                   (2,591,179)
                                                                                  ------------
       Total Liabilities and Stockholders' Deficiency                             $   170,844
                                                                                  ============
</TABLE>


NOTE 4 GOODWILL AND INTANGIBLES

       Goodwill

          The changes in the carrying amount of goodwill for the years ended
          December 31, 2002 and 2001 are as follows under the Career Fair
          segment:
<TABLE>
<CAPTION>

<S>                      <C> <C>                                                    <C>
       Balance, December 31, 2000                                                                 $              -
       Acquisitions                                                                                      3,469,229
       Goodwill impairment                                                                              (1,873,324)
       Amortization                                                                                       (231,860)
                                                                                                 -------------------
       Balance, December 31, 2001                                                                 $      1,364,045
       Deletions due to rescinded purchase agreements                                                    1,364,045
                                                                                                 -------------------
       Balance, December 31, 2002                                                                 $              -
                                                                                                 ===================
</TABLE>

          Effective January 1, 2002, and pursuant to the Rescission and
          Settlement Agreements entered into between the Company and Personnel
          Profiles, Inc. and L+R Moran, the Company eliminated all goodwill
          associated with the acquisition of these two companies (See Notes 2
          and 3).

       Intangibles

          Intangibles consisted of copyrights as of December 31, 2002 and 2001.
          Changes in intangibles for the years ended December 31, 2002 and 2001
          consisted of the following:

                                      F-18
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
<S>                      <C> <C>                                                    <C>
       Balance, December 31, 2000                                                                $          16,501
       Amortization                                                                                         (7,980)
                                                                                                 -------------------
       Balance, December 31, 2001                                                                $            8,521
       Amortization                                                                                         (7,546)
                                                                                                 -------------------
       Balance, December 31, 2002                                                                $             975
                                                                                                 ===================
</TABLE>

          Amortization expense for the years ended December 31, 2002 and 2001
          was approximately $8,000 and $240,000, respectively.

NOTE 5 PROPERTY AND EQUIPMENT

          Property and equipment as of December 31, 2002 and 2001 consisted of
          the following:
<TABLE>
<CAPTION>

                                                                               2002                     2001
                                                                         ------------------      -------------------

<S>                                                             <C>                           <C>
       Machinery and equipment                                           $         87,107        $          87,107
       Furniture and fixtures                                                       5,618                   12,260
                                                                         ------------------      -------------------
                                                                                   92,725                   99,367
       Less: Accumulated Depreciation                                             (61,651)                 (44,659)
                                                                         ------------------      -------------------

       Property and equipment, net                                       $         31,074        $          54,708
                                                                         ==================      ===================
</TABLE>

          Depreciation expense for the years ended December 31, 2002 and 2001
          was approximately $17,000 and $11,000, respectively.

NOTE 6 NOTES PAYABLE

          Notes payable as of December 31, 2002 and 2001 consisted of the
          following:
<TABLE>
<CAPTION>

                                                                               2002                     2001
                                                                         ------------------      -------------------
<S>                                        <C>                  <C>                           <C>
       First  Savings Bank,  interest rate 8.4%,  due on March           $        109,932        $         109,932
        25, 2003

       Joe & Karen Loyd                                                           206,000                  210,000

       Various other notes                                                        142,694                  142,694
                                                                         ------------------      -------------------
                                                                                  458,626                  462,626
       Less: current portion                                                     (458,626)                (392,626)
                                                                         ------------------      -------------------

       Long-Term Portion                                                 $              -        $          70,000
                                                                         ==================      ===================
</TABLE>

          As of December 31, 2002, all of the above notes payable were in
          default. The note payable to the Loyd's is currently in litigation
          (See Note 11(B)). The First Savings Bank note payable is in default,
          but is secured by certificates of deposit in the amount of $113,003
          held in the name of an officer and shareholder of the Company. As
          described in Note 14, in June 2003, the First Savings Bank and various
          other notes payable were assumed by certain former officers of the
          Company.

                                      F-19
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE 7 CONVERTIBLE NOTES PAYABLE

          Convertible notes payable as of December 31, 2002 and 2001 consisted
          of the following:
<TABLE>
<CAPTION>


                                                                               2002                     2001
                                                                         ------------------      -------------------

<S>                                                             <C>                                        <C>
       Career Direction, Inc.                                            $        350,000        $         450,000
       Personnel Profiles, Inc.                                                         -                  437,500
       L+R Moran, Inc.                                                                  -                  950,000
                                                                         ------------------      -------------------
                                                                                  350,000                1,837,500
       Less: current portion                                                      300,000                1,587,500
                                                                         ------------------      -------------------

       Long-term portion                                                 $         50,000        $         250,000
                                                                         ==================      ===================
</TABLE>

NOTE 8 CONVERTIBLE DEBENTURES

          On June 29, 2001 and August 13, 2001, the Company entered into Secured
          Convertible Debenture Purchase and Exchange Agreements 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 Agreements to
          purchase an aggregate principal amount of $1,192,949 and $250,000,
          respectively, of the Company's 10% Secured Convertible Debentures, due
          June 29, 2003 and August 13, 2003, respectively. On June 6, 2003, the
          maturity dates of these convertible debentures were extended to June
          6, 2004 (See Note 14). 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; 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 debenture, 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 recorded as interest expense and as a
          component of additional paid in capital in the December 31, 2001
          financial statements.

          On May 8, 2002, the Company entered into secured convertible
          debentures purchase agreements with AJW Partners, LLC, New Millennium
          Capital Partners II, LLC, Pegasus Capital Partners, LLC and AJW/New
          Millennium Offshore, Ltd., whom are all stockholders of the Company,
          whereby the Company sold $300,000 of one year 10% Secured Convertible
          Debentures due May 8, 2003, convertible into shares of the Company's
          common stock. The debentures are convertible, at the holder's option,
          into shares of common stock in whole or in part at any time after the
          original issue date. The number of shares of common stock issuable
          upon a conversion is to be determined by dividing the outstanding
          principal amount of the debenture to be converted, plus all accrued
          interest, by the conversion price. The conversion price in effect on
          any conversion date is 50% of the average of the three day lowest bid
          price during the twenty trading days immediately preceding the
          applicable conversion date.

          The convertible debentures contained a beneficial conversion feature
          computed at its intrinsic value which is the difference between the

                                      F-20
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

          conversion price and the fair value on the debenture issuance date of
          the common stock into which the debt is convertible, multiplied by the
          number of shares into which the debt is convertible at the commitment
          date. Since the beneficial conversion feature is to be settled by
          issuing equity, the amount attributed to the beneficial conversion
          feature, or $300,000, was recorded as interest expense and as a
          component of additional paid in capital on the issuance date during
          the calendar year ended December 31, 2002.

          During the year ended December 31, 2002, the Company issued 416,666
          shares of common stock to an affiliate of AJW Partners, LLC and New
          Millennium Capital Partners II, LLC in satisfaction of $25,000 of
          convertible debentures.

NOTE 9 RELATED PARTY TRANSACTIONS

          As of December 31, 2002 and 2001, the Company has a payable due to
          officers of $16,047 and $49,506, respectively. These amounts
          principally represent advances made to the Company 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. Included
          in the December 31, 2002 payable is the amount of $9,000 owed to a
          former officer and director for advances made to the Company. These
          advances are non-interest bearing, unsecured and have no fixed date
          for repayment.

NOTE 10  STOCK OPTION PLAN

          On January 1, 2001, the Company adopted the 2001 Stock Option Plan
          (the "2001 Option 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, directors of and consultants to
          the Company. 300,000 Options were granted as of December 31, 2001 and
          expire January 1, 2006.

          The Options were issued with an exercise price less than the fair
          value of the stock on the date of grant. Accordingly, the Company
          recorded $326,000 of deferred compensation expense upon issuance,
          which was to be charged to expense over the service period and
          $163,000 of compensation expense related to these Options was recorded
          in the statement of operations for 2001.

          Effective January 2002, the Company terminated its 2001 Option Plan
          pursuant to its 2002 Rescission Agreements and cancelled all of its
          remaining outstanding stock options. Consequently, as of December 31,
          2002, the Company has no stock options outstanding. The Company
          recorded the termination of the 2001 Option Plan and cancellation of
          all outstanding Options by reversing $326,000 of deferred compensation
          expense against additional paid in capital in the stockholders'
          deficiency section of the balance sheet.

NOTE 11  COMMITMENTS AND CONTINGENCIES

     (A)  Lease Agreement

          The Company is a party to a three-year office lease expiring July 31,
          2004 for its Dallas, Texas corporate office. The monthly rent is
          $6,159. The minimum lease payments for 2003 and 2004 are $73,908 and
          $43,113, respectively. The Company's wholly owned subsidiary, Career
          Direction, Inc., leases office space in Dallas, Texas under an
          operating lease that expired on January 31, 2003. Thereafter, the
          operations and employees of Career Direction, Inc relocated to the
          Company's Dallas office facility.

     (B)  Legal Matters

                                      F-21
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

          The Point Group vs. Career Direction, Inc. Case No. 01-02421-G in
          District Court, Dallas County, Texas. This is a case against Career
          Direction, Inc., a Texas corporation that 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 an undisputed amount of $81,000.00 against Career
          Direction, Inc., but the case has not proceeded to trial judgment at
          the present time.

          Joe Loyd and Karen Loyd vs. Career Direction, Inc., and Achievement
          Tec, Inc. in the District Court of Denton County, Texas, 395th
          Judicial District, Case 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 will make a claim against Career
          Direction, Inc., for money damages, but this amount is unknown at the
          present time, particularly since Career Direction, Inc., and
          Achievement Tec, Inc., has counterclaims against the Loyd's, which
          will be filed in the pending suit.

NOTE 12  INCOME TAXES

          Income tax expense (benefit) for the years ended December 31, 2002 and
          2001 is summarized as follows:
<TABLE>
<CAPTION>

                                                                                      2002                  2001
                                                                                -----------------     -----------------
       Current:
<S>                                                                       <C>                      <C>
        Federal                                                                 $             -       $              -
        State                                                                                 -                      -
        Deferred - Federal and State                                                          -                      -
        Change in valuation allowance                                                         -                      -
                                                                                -----------------     -----------------

       Income tax expense (benefit)                                             $             -       $              -
                                                                                =================     =================

          The Company's tax expense differs from the "expected" tax expense for
          the years ended December 31, 2002 and 2001, as follows:

                                                                                      2002                  2001
                                                                                -----------------     -----------------


       U.S. Federal income tax provision (benefit)                              $      (254,000)      $     (1,390,000)
       Effect of unused net operating loss carryforward                                 254,000              1,390,000
                                                                                -----------------     -----------------


                                                                                $             -       $              -
                                                                                =================     =================

          The tax effects of temporary differences that gave rise to significant
          portions of deferred tax assets and liabilities at December 31, 2002
          and 2001 are as follows:

                                                                                      2002                  2001
                                                                                -----------------     -----------------
       Deferred tax assets:
        Net operating loss carryforward                                         $     1,961,000       $     1,707,000
                                                                                -----------------     -----------------
            Total gross deferred tax assets                                           1,961,000             1,707,000
       Less valuation allowance                                                      (1,961,000)           (1,707,000)
                                                                                -----------------     -----------------

       Net deferred tax assets                                                  $             -       $             -
                                                                                =================     =================
</TABLE>
                                      F-22
<PAGE>
                 ACHIEVEMENT TEC HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

          As of December 31, 2002, the Company had a net operating loss
          carryforward of approximately $5,767,000 for U.S. Federal Income tax
          purposes available to offset future taxable income expiring beginning
          2022. The Company recorded an increase to the valuation allowance of
          $254,000 at December 31, 2002 to fully offset the deferred tax asset
          benefit.

NOTE 13  FINANCIAL INFORMATION RELATING TO SEGMENTS

          The Company's operating activities can be divided into two major
          segments - career fairs and hiring solutions. Segment information as
          of and for the years ended December 31, 2002 and 2001 is as follows:
<TABLE>
<CAPTION>

                                                                               2002                     2001
                                                                         ------------------      -------------------
       Segment Revenue:
<S>                                                               <C>                         <C>
        Career fairs                                                     $              -        $       1,236,403
        Hiring solutions                                                          969,294                1,847,787
                                                                         ------------------      -------------------

                                                                         $        969,294        $       3,084,190
                                                                         ==================      ===================

       Segment Loss Before Income Taxes:
        Career fairs                                                     $              -        $        (265,431)
        Hiring solutions                                                         (745,971)              (3,813,601)
                                                                         ------------------      -------------------

                                                                         $       (745,971)       $      (4,079,032)
                                                                         ==================      ===================

       Segment Assets:
        Career fairs                                                     $              -        $               -
        Hiring solutions                                                           68,900                        -
                                                                         ------------------      -------------------

                                                                         $         68,900        $               -
                                                                         ==================      ===================
</TABLE>

NOTE 14  SUBSEQUENT EVENTS

          On June 6, 2003, the Company entered into an Agreement and Plan of
          Merger with ClickableOil Acquisition Corp., a Delaware corporation
          wholly-owned by the Company to acquire ClickableOil.com, Inc., a
          Delaware corporation engaged in the business of selling heating oil
          and related services to residential and commercial customers in the
          New York metropolitan area, Westchester County and Long Island. Under
          the terms of the agreement, Achievement Tec acquired 100 percent of
          ClickableOil.com, Inc.'s stock in exchange for the issuance by
          Achievement Tec of approximately 43 million shares of its common stock
          to the holders of ClickableOil.com, Inc. The new shares constitute
          approximately 90 percent of the outstanding shares of Achievement Tec,
          which intends to change its name to ClickableOil.com, Inc.
          ClickableOil.com, Inc.'s founders have been appointed the Company's
          President, Chief Operating Officer and Secretary, respectively, and
          all have been duly appointed directors. The Company's chief executive
          officer prior to the merger has remained under a six-month employment
          agreement. Other individuals have resigned as directors of the
          Company, effective June 6, 2003.

          Coincident with the ClickableOil Merger transaction, the Company sold
          $800,000 of 10% one-year secured convertible debentures due June 6,
          2004 to AJW Partners, LLC and its related funds (collectively the
          "Bondholders"). In addition, the Company entered into a debt

                                      F-23
<PAGE>
          modification and extension agreement with the Bondholders wherein the
          Bondholders agreed to (i) extend the maturity of all of the Company's
          existing convertible debentures to June 6, 2004, (ii) waive all
          penalties accrued pursuant to the June 2001, August 2001 and May 2002
          debentures, (iii) release their security interest in the Company's
          assets with the Company granting the Bondholders a security interest
          in all of the assets of ClickableOil.com, Inc., (iv) modify the
          optional prepayment provisions of the debentures and (v) conform the
          conversion price on all of the debentures to equal the 50% conversion
          price of the June 2003 debenture.

          Immediately after the ClickableOil Merger transaction, the Company
          executed a Purchase and Sale Agreement by and between the Company and
          former directors and other officers of the Company (collectively the
          "Sellers") providing for the sale of 100% of the stock in of the
          Company's subsidiaries Achievement Tec, Inc. and Career Direction,
          Inc. in exchange for the delivery of 6,428,073 shares of the Company's
          common stock collectively owned by the Sellers. The Company
          subsequently retired these shares.

          In connection with the sale, the Company transferred all of its assets
          and was relieved of approximately $1,300,000 of liabilities.

NOTE 15  GOING CONCERN

          The Company's consolidated financial statements for the year ended
          December 31, 2002 have been prepared on a going concern basis, which
          contemplates the realization of assets and the settlement of
          liabilities and commitments in the normal course of business. As
          reflected in the accompanying consolidated financial statements, the
          Company had a net loss of $745,971 and a negative cash flow from
          operations of $418,273 for the year ended December 31, 2002 and a
          working capital deficiency of $1,434,904 and stockholders' deficiency
          of $3,162,150 as of December 31, 2002. These factors raise substantial
          doubt about its ability to continue as a going concern. The ability of
          the Company to continue as a going concern is dependent on the
          Company's ability to raise additional capital and implement its
          business plan.

          Management anticipates that the issuance of securities will generate
          sufficient resources for the continuation of the Company's operations.
          The consolidated financial statements do not include any adjustments
          that might result from the outcome of this uncertainty.

                                      F-24