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


                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

(Mark One)

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

                   For the Fiscal Year Ended December 31, 2001

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

              For the transition period from _________ to _________


                         Commission File Number 0-23737


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


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


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

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

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

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

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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the best of the  Registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE         NONE

         Transitional Small Business Disclosure Format.    Yes     No [X]


<PAGE>


                        ACHIEVEMENT TEC HOLDINGS COMPANY

                                TABLE OF CONTENTS
                                                                         Page
PART I

Item 1.   Description of Business                                          3

Item 2.   Description of Property                                          6

Item 3.   Legal Proceedings                                                6

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


PART II

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

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

Item 7.   Financial Statements                                            11

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                             40


PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          persons; Compliance with Section 16(a) of the  Exchange Act     40

Item 10.  Executive Compensation                                          41

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management                                                      41

Item 12.  Certain Relationships and Related Transactions                  42

Item 13.  Exhibits and Reports on Form 8-K                                43

SIGNATURES                                                                44


                                       2
<PAGE>


PART I

ITEM 1.  DESCRIPTION OF BUSINESS

History

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

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

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

Post Merger Operations

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

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

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

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

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



                                       3
<PAGE>

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

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

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

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

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

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

         The Scoreboard consists of two segments:

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

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

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

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

Competition

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

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



                                       4
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       5
<PAGE>

Recent Dispositions

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

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


Executive Offices

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


Employees

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


Reports Filed With The Securities and Exchange Commission

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


ITEM 2.  DESCRIPTION OF PROPERTY

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

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

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


ITEM 3.  LEGAL PROCEEDINGS

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

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


                                       6
<PAGE>

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


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

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


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

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

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

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


                                       7
<PAGE>

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

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

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


Recent Sales of Unregistered Securities

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

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

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


                                       8
<PAGE>

         On June 29,  2001,  the  Company  entered  into a  Secured  Convertible
Debenture  Purchase  and  Exchange  Agreement , by and among the Company and AJW
Partners,  LLC and New  Millennium  Capital  Partners  II, LLC  (individually  a
"Purchaser"  and  collectively  the  "Purchasers").  Pursuant  to  the  Purchase
Agreement,  the  Purchasers  agreed,  subject to the terms and conditions of the
Purchase  Agreement,  to purchase an aggregate principal amount of $1,192,949.06
of the Company's 10% Secured Convertible Debentures, due twenty-four months from
issuance (the  "Debentures").  The Debentures are convertible into shares of the
Company's  common  stock,  $.001 par value per share (the  "Common  Stock").  As
consideration  for the  purchase  of the  Debentures,  the  Purchasers  (i) paid
$500,000; (ii) exchanged  convertible debentures of the Company in the aggregate
principal  amount of $105,019.18;  and (iii) exchanged  586,375 shares of Common
Stock.  At closing,  the Company  executed and delivered a  Registration  Rights
Agreement  among the Company and the  Purchasers,  Transfer  Agent  Instructions
delivered to and  acknowledged  in writing by the Company's  transfer  agent,  a
Security  Agreement  among the Company and the Purchasers  pursuant to which the
Company  and its  subsidiaries  granted  to the  Purchasers  a  second  priority
security  interest in their assets to secure  performance  under the Debentures,
and an  Intellectual  Property  Security  Agreement  among the  Company  and the
Purchasers  pursuant to which the Company  and its  subsidiaries  granted to the
Purchasers a second priority  security interest in their  intellectual  property
assets to secure performance under the Debentures.


Dividend Policy

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


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

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

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


Overall Operations

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

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


Results of Operations

         For the year ended December 31, 2001, the Company recorded an operating
loss of $3,413,827. The net loss for the period of $ 4,079,032 or .40 per share.


                                       9
<PAGE>

Total Revenue

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


Selling, General and Administrative Expenses

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


Operating Expenses

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

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

         The Company expensed $ 93,675 in professional  fees related to the sale
of the convertible debentures.


Liquidity and Capital Resources

         The Company's  cash and cash  equivalents at December 31, 2001 were $0.
The Company does not have any  available  lines of credit.  Since  inception the
Company has financed its operations through loans and from private placements of
both debt and equity.

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



                                       10
<PAGE>

Risk Factors and Cautionary Statements

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


ITEM 7.  FINANCIAL STATEMENTS

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



                                       11
<PAGE>


                          INDEPENDENT AUDITORS' REPORT




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

We have audited the accompanying  consolidated balance sheets of Achievement Tec
Holdings,  Inc.  and  Subsidiaries  as of December  31,  2001 and 2000,  and the
related consolidated statements of operations, stockholders' deficiency and cash
flows  for  the  years  then  ended.   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.

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
2000, 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 $2,742,881.  These factors, and the others discussed in Note 18,
raise  substantial  doubt  about the  company's  ability to  continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classification  of liabilities  that might be necessary in the event the company
cannot continue in existence.

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

New York, New York
May 10, 2002

                                       12
<PAGE>


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

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

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

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

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

Commitments and contingencies                                                    -                  -

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

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


                                       13
<PAGE>

<TABLE>
<CAPTION>

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


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

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

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

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

Interest expense, net                                       665,205             42,412
                                                       ------------       ------------

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

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

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

Net loss per common share
    Basic and diluted                                  $      (0.40)      $     ( 0.04)
                                                       ============       ============
</TABLE>


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



                                       14
<PAGE>

<TABLE>
<CAPTION>

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


                                       15
<PAGE>


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

                                                                             For the Year Ended
                                                                                December 31,
                                                                       ------------------------------
                                                                           2001              2000
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                                            $ (4,079,032)     $   (246,247)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization expense                                 261,593            13,248
      Issuance of stock for services                                         93,750                 -
      Issuance of stock for interest                                              -               903
      Amortization of debt issue costs                                       50,407             6,456
      Stock based compensation                                              163,000                 -
      Beneficial conversion expense                                         500,000                 -
      Asset impairment                                                    1,873,324                 -
      Bad debt expense                                                            -            11,500
   Changes in certain assets and liabilities:
      (Increase) decrease in accounts receivable                            315,945           (95,789)
      (Increase) in due from factor                                            (309)                -
      (Increase) in other assets                                             (3,397)                -
      Decrease in prepaid expenses                                                -             4,275
      Increase in payroll taxes payable                                     140,543                 -
      Decrease (increase) in accounts payable and accrued expenses          404,682            (6,707)
                                                                       ------------      ------------
Total cash used in operating activities                                    (279,494)         (312,361)
                                                                       ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Increase in property and equipment                                       (13,255)          (38,205)
   Increase in intangible assets                                                  -           (18,743)
                                                                       ------------      ------------
Total cash used in investing activities                                     (13,255)          (56,948)
                                                                       ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Offering costs                                                                 -          (176,170)
   Debt issue cost                                                          (32,475)                -
   (Decrease) increase in bank overdraft                                     (3,155)           28,498
   Proceeds from issuance of debentures                                     445,025                 -
   Proceeds from notes payable                                                    -           110,967
   Repayment of notes payable                                               (56,570)          (74,330)
   Decrease in due to officer                                               (60,076)         (124,656)
   Sale of preferred stock                                                        -           600,000
                                                                       ------------      ------------
Total cash provided by financing activities                                 292,749           364,309
                                                                       ------------      ------------

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

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                     -             5,000
                                                                       ------------      ------------
CASH AND CASH EQUIVALENTS - END OF YEAR                                           -      $          -
                                                                       ------------      ------------
CASH PAID DURING THE YEAR FOR:
   Interest expense                                                    $     53,675      $     42,412
                                                                       ============      ============
   Income taxes                                                        $          -      $          -
                                                                       ============      ============
</TABLE>

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


                                       16
<PAGE>


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



NON CASH FINANCING ACTIVITIES:


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

During  the  year  ended  December  31,  2001,  the  Company  issued  stock  for
professional services valued at $93,752.

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

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

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











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


                                       17
<PAGE>



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



NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

            Effective May 9, 2000, the Company,  Achievement Tec and Acquisition
            entered into an Agreement and Plan of Merger,  subsequently  amended
            by a certain  Addendum to Agreement and Plan of Merger,  dated as of
            July 1, 2000, among the Company, Achievement Tec and Acquisition (as
            amended,  the "Merger  Agreement"),  whereby Acquisition merged with
            and  into  Achievement  Tec  pursuant  to the  laws of the  State of
            Delaware  and  Texas,  and  Achievement  Tec  will be the  surviving
            corporation (the "Merger") (see Note 2 for Reorganization). Pursuant
            to the Merger  Agreement,  the  holders of the common and  preferred
            stock of Achievement  Tec received an aggregate of 7,014,448  shares
            of common stock of the Company,  representing  approximately  70% of
            the outstanding  common stock of the Company  immediately  following
            such issuance.

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

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

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




                                       18
<PAGE>



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


NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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

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

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

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

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

            The estimated useful lives of the assets are as follows:

                  Furniture and fixtures            7 years
                  Equipment                         5 years



                                       19
<PAGE>



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


NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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

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

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

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



                                       20
<PAGE>



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

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Debt Issue Costs
            ----------------
            Debt issue  costs  represent  various  commissions,  legal and other
            expenses  associated  with the  issuance of the secured  debentures.
            These cost are being  amortized on a  straight-line  method over the
            term of the debenture. Amortization expense changed to operations in
            2001 and 2000 was $50,407 and $6,456 respectively.

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

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

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

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

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

                                                         December 31,
                                                         ------------
                                                      2001          2000
                                                   ----------     ---------
                 Basic and diluted                 10,262,000     6,080,000
                                                   ==========     =========


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





                                       21
<PAGE>



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




NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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

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







                                       22
<PAGE>



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


NOTE 2 -    CORPORATE REORGANIZATION AND MERGER

            On May 9, 2000,  the Company  entered into an agreement  and plan of
            merger,  subsequently  amended  on  July 1,  2000  and  executed  on
            November 9 2000.  This  Reorganization  Agreement (the  "Agreement")
            provided that the Company's wholly owned subsidiary, Acquisition and
            Achievement  Tec would be merged  and  Achievement  Tec would be the
            surviving entity. Acquisition had no assets or liabilities as of the
            date of the merger.  On November 14, 2000, a  certificate  of merger
            was filed  with the State of Texas.  In  connection  with the merger
            transaction,  shareholders of Achievement  Tec,  received  7,014,448
            shares of the Company's common stock.

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

            In accounting for this transaction:

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

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

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

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


                                       23
<PAGE>



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



NOTE 3 -    DUE FROM FACTOR

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

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

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

NOTE 4 -    RELATED PARTY TRANSACTIONS

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

NOTE 5 -    INTANGIBLES

            Intangible assets consist of the following:

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

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

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





                                       24
<PAGE>



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



NOTE 6 -    ACQUISITIONS

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

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

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

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

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






                                       25
<PAGE>




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





NOTE 6 -    ACQUISITIONS (Continued)

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

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

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

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

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

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

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







                                       26
<PAGE>




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



NOTE 6 -    ACQUISITIONS (Continued)

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

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

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

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

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

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

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






                                       27
<PAGE>




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



NOTE 6 -    ACQUISITIONS (Continued)

      c)    L and R Moran, Inc.


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

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

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

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

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

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

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







                                       28
<PAGE>



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



NOTE 6 -    ACQUISITIONS (Continued)

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


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

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

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

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

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

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










                                       29
<PAGE>



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


NOTE 7 -    PROPERTY AND EQUIPMENT

            Property and equipment is summarized as follows:

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

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

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


NOTE 8 -    NOTES PAYABLE

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

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


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



                                       30
<PAGE>



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

NOTE 8 -    NOTES PAYABLE (Continued)

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

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

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

NOTE 9 -    CONVERTIBLE NOTES PAYABLE

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

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

      a)    On January 1, 2001, the Company acquired Career Direction,  Inc. for
            1,000,000  shares  of  common  stock.  At  the  election  of  Career
            Direction  Sellers,  50,000 shares are convertible into $50,000 cash
            upon the  successful  completion  by the  Company  of a  primary  or
            secondary  offering of its stock that generates proceeds of at least
            $2,000,000  on or before  July 1,  2001.  In  addition,  the  Career
            Direction  Sellers  may,  at their  option,  require  the Company to
            redeem the 50,000 shares into cash in July 1, 2001, unless the value
            of the  Company's  common  stock is $1.00 or more on such  date.  An
            additional  950,000 shares of common stock of the Company,  of which
            150,000  shares  was issued at  closing,  with the  remainder  to be
            issued at the rate of 50,000 shares per quarter for 16 quarters. The
            initial  150,000  shares  are  convertible  to cash in the amount of
            $150,000, at the election of the Career Direction,  in the event the
            Company  conducts a primary or secondary  offering of its stock that
            generates   proceeds  at  least  in  that  amount.   Each  quarterly
            installment of 50,000 shares is convertible to cash in the amount of
            $50,000,  at the election of the Career Direction,  in the event the
            market  value of the  Company's  common  stock falls below $1.00 per
            share when the installment is due. These contingent cash obligations
            of the  Company are secured  pursuant  to a  convertible  promissory
            note.


                                       31
<PAGE>



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

NOTE 9 -    CONVERTIBLE NOTES PAYABLE (Continued)

            On July 19, 2001, Career Direction, Inc and the Company entered into
            an agreement to modify and terminate certain  agreements  previously
            entered into between Career Direction  Sellers and the Company.  The
            number of remaining  shares of the Company common stock to be issued
            pursuant to the Purchase and Sale Agreement was reduced from 750,000
            shares to 500,000 shares,  issuable at the rate of 50,000 shares per
            quarter for ten quarters, beginning on November 1, 2001. Achievement
            Tec agreed to pay the Career  Direction  Sellers  $250,000 (see Note
            8).

      b)    The  Company  acquired  Personnel  Profiles,  Inc.  for  a  $500,000
            convertible note payable at a convertible rate of $62,500 at the end
            of  each  calendar  quarter  beginning  March  31,  2001,  upon  the
            successful completion by the Company of a private placement offering
            of its  common  stock  in the  amount  of at least  $1,000,000.  the
            Personnel  Profiles  Seller may require  prepayment  of the purchase
            price at the rate of $125,000  for each  $1,000,000  raised.  At the
            Personnel  Profiles  Seller's  election,  any  $62,500  payment  may
            instead be converted into 62,500 shares of Company common stock. .

      c)    The  Company  acquired L and R Moran,  Inc.,  for  50,000  shares of
            common  stock and  $950,000  notes  payable  out of the  proceeds of
            primary  or  secondary  offering  of stock at $1.00 per  share.  The
            50,000  shares  are  convertible  at the  option of L+R  Moran  into
            $50,000 cash upon successful  completion by the Company of a private
            placement  offering of its common stock in the amount of  $2,000,000
            on or before  July 1,  2001.  In  addition,  L+R Moran  may,  at its
            option, require the Company to redeem the 50,000 shares into $50,000
            cash in July1,  2001, unless the value of the Company's common stock
            is $1.00 or more on such date.

NOTE 10 -   PREFERRED STOCK

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

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










                                       32
<PAGE>



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


NOTE 11 -   CONVERTIBLE DEBENTURES

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

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

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

NOTE 12 -   STOCK OPTION PLAN

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

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




                                       33
<PAGE>



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


NOTE 12 -     STOCK OPTION PLAN (Continued)

            The Company's option activity is as follows:

                                                                       2001
                                                                     --------
            Options outstanding - beginning of year                         -
            Issued  with an exercise price $1.00                      500,000
            Canceled                                                 (200,000)
            Exercised                                                       -
                                                                     --------

            Options outstanding - December 31,                        300,000
                                                                     ========

            Options exercisable - December 31,                         90,000

            Remaining life of options outstanding at December 31      4 years

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

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

                                                                      2001
                                                                    --------
            Risk free interest rate                                    5.5%
            Life of the options                                     3 years
            Expected dividend yield                                      0%
            Expected volatility                                        1.56%
            Weighted fair value of options granted                  $  2.38

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

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




                                       34
<PAGE>


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


NOTE 13 -   COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

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

            Future  minimum  lease  payments  are as follows for the years ended
            December 31,

                    2002              $ 199,932
                    2003                147,401
                    2004                 50,150
                                      ---------
                                      $ 397,483

NOTE 14-    INCOME TAXES

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

                                                             December 31,
                                                      -------------------------
                                                         2001            2000
                                                      ----------     ----------
            Current Tax Expense
               U.S. Federal                           $        -     $        -
               State and Local                                 -              -
                                                      ----------     ----------
            Total Current                                      -              -
                                                      ----------     ----------
            Deferred Tax Expense
               U.S. Federal                                    -              -
               State and Local                                 -              -
                                                      ----------     ----------
            Total Deferred                                     -              -
                                                      ----------     ----------
            Total Tax Provision (Benefit) from
             Continuing Operations                    $        -     $        -
                                                      ==========     ==========


                                       35
<PAGE>



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


NOTE 14 -   INCOME TAXES (Continued)

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

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

            At  December  31, 2001 and 2000,  the  Company had net  carryforward
            losses of  approximately  $2,742,000 and  $1,199,000,  respectively.
            Because of the current  uncertainty  of realizing the benefit of the
            tax  carryforwards,  a valuation  allowance equal to the tax benefit
            for deferred taxes has been established. The full realization of the
            tax benefit associated with the carryforwards  depends predominantly
            upon the  Company's  ability to generate  taxable  income during the
            carryforward period.

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

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

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

NOTE 15-    FINANCIAL INFORMATION RELATING TO SEGMENTS

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

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

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


                                       36
<PAGE>



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


NOTE 16 -   SUBSEQUENT EVENTS

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

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

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

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



                                       37
<PAGE>



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



NOTE 16 -   SUBSEQUENT EVENTS (Continued)

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

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

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

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

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

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

NOTE 17 -   GOING CONCERN

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



                                       38
<PAGE>



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



NOTE 18 -   CONTINGENCIES

            Career Direction,  Inc., a Texas corporation which is a wholly owned
            subsidiary  of the Company is a defendant in a lawsuit  filed by one
            of its vendors.  The case involves  disputed claims over advertising
            charges in various  newspapers  round the country for career  fairs.
            The vendor has  recovered  an  interlocutory  summary  judgment  for
            undisputed amount of $81,000 against Career Direction,  Inc. but the
            case has not proceeded to trial  judgement at the present time. This
            amount has been  accrued as of  December  31,  2001 and  included in
            accounts payable and accrued expenses on the balance sheet.

            The Company is involved in a suit with former employees and officers
            of Career Direction,  Inc.. At the present time the former employees
            have a suit  pending for  declaratory  judgment  which,  if entered,
            would permit them to compete in the career fair  business  which was
            their former profession. They are presently contractually bound by a
            covenant not to compete and a confidentiality agreement, which would
            prevent them from entering a competing  business.  It is anticipated
            that they make a claim against  Career  Direction,  Inc.,  for money
            damages,   but  this  amount  is  unknown  at  the   present   time,
            particularly   since  Career   Directions  and  the  Company,   have
            counterclaims  against the former  employees  which will be filed in
            the pending suit.


                                       39
<PAGE>



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

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


PART III

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

Directors, Executive Officers and Nominees

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

Name                  Age      Position                                                 Director Since

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

</TABLE>

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

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

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

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


Section 16(a) Beneficial Ownership Reporting Compliance

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




                                       40
<PAGE>



ITEM 10. EXECUTIVE COMPENSATION


                           SUMMARY COMPENSATION TABLE

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

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

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

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

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

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


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

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

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

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

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

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

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





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


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

As of December  31,  2001 the  Company  has a payable  due to officers  totaling
$49,506.  These  amounts  represent  advances  made to the  Company by its Chief
Executive  Officer  ("CEO") of $28,506  and Paul  Nolan of $21,000  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.

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





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ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

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

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

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

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

         21 Subsidiaries

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

         (b) Reports on Form 8-K

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

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

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

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



                                   Exhibit 21

                                  Subsidiaries

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

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





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<PAGE>




                                   SIGNATURES

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

ACHIEVEMENT TEC HOLDINGS, INC.

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

Dated:  May 21, 2002

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

 Signature                   Title                                   Date

 \s\ Milton S. Cotter        Principal Executive Officer         May 21, 2002
 --------------------        and Director
 Milton S. Cotter

 \s\ Richard Berman          Director                            May 21, 2002
 ------------------
 Richard Berman






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