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

                             FORM 10-KSB

[X]            ANNUAL REPORT UNDER 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 0-30591

                      Tower Global Ventures Corp.
            (Name of small business issuer in its charter)

           Delaware                                       23-3030658
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

            202 Oakland Avenue, New Britain, CT 	  06053
     	(Address of principal executive offices)     (Zip Code)

         Issuer's Telephone Number:  (860) 229-2524

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

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

               Common Stock, $.0001 par value per share.
                           (Title of Class)

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the last 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.
[ X ] Yes   [   ] No

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of 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.  [ X ]

State issuer's revenues for its most recent fiscal year. $ -0-

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act):
$ -0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on
the basis of reasonable assumptions, if the assumptions are stated.

(ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
[   ] Yes   [ X ] No

             (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 5,000,000 as of
December 31, 2001.

                Documents Incorporated by Reference

If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the documents is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and
(3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act"). The listed documents should
be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1990): None

Transitional Small Business Disclosure Format (Check one): Yes [   ];
No [ X ]

                                PART I

Forward-Looking Statements

     This Form 10-KSB annual report may contain certain
"forward-looking" statements as such term is defined in the Private
Securities Litigation Reform Act of 1995 or by the Securities and
Exchange Commission in its rules, regulations and/or releases, which
represent our expectations or beliefs, including but not limited to,
statements concerning our operations, economic performance,
financial condition, growth and acquisition strategies, investments,
and future operational plans. For this purpose, any statements
contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "might," or
"continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond our control, and actual
results may differ materially depending on a variety of important
facts, including but not limited to those risk factors discussed
herein below.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development

     Tower Global Ventures Corp. (the "Company"), was incorporated
on December 27, 1999 in the State of Delaware, to engage in any
lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. Pursuant to the Certificate of
Incorporation, the Company is authorized to issue 20,000,000 shares
of Common Stock at $.0001 par value and 5,000,000 shares of
Preferred Stock at $.0001 par value. Each holder of the Common Stock
shall be entitled to one vote for each share of Common Stock held.
The Preferred Stock may be divided into Series or Classes by the
management of the Company upon the approval of a majority vote of
the Directors of the Company.

      The Company has been in the developmental stage since
inception and has no operations to date. Other than the issuance of
shares to its original shareholder, the Company never commenced any
operational activities. The Company was formed specifically to be a
"clean public shell" corporation, for the purpose of either merging
with or acquiring an operating company with operating history and
assets. The Company is a "clean public shell" because it has not
commenced operational activities, and has no or nearly no debt
liabilities. The Company has not been involved in any litigation nor
has it had any prior regulatory problems or business failures. The
Company believes that a strong attraction of the Company as a merger
partner or acquisition vehicle will be its status as a reporting
public company without any history of prior business failures,
litigation or prior regulatory problems. Any business combination or
transaction may potentially result in a significant issuance of
shares and substantial dilution to present stockholders of the
Company.

     The Company files with the Securities and Exchange Commission
periodic and current reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports Form
10-KSB.

     The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any offering of the
Company's securities, either debt or equity, until such time as the
Company has successfully implemented its business plan described
herein.

General Business Plan

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search to
any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind
or nature. This discussion of the proposed business is purposefully
general and is not meant to be restrictive of the Company's
virtually unlimited discretion to search for and enter into
potential business opportunities. Management anticipates that it
may be able to participate in only one potential business venture
because the Company has nominal assets and limited financial
resources. This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not
permit the Company to offset potential losses from one venture
against gains from another.

     The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in order
to expand into new products or markets, to develop a new product or
service, or for other corporate purposes. The Company may acquire
assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

     The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.

     The Company has, and will continue to have, no substantial
capital with which to provide the owners of business opportunities
with any significant cash or other assets. However, management
believes the Company will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners
of the business opportunities will, however, incur significant legal
and accounting costs in connection with acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
and directors of the Company have not conducted market research
and are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of a
business opportunity.

     The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company. Guiseppe Giustiniano, President of the Company will be the
key person in the search, review and negotiation with potential
acquisition or merger candidates. In analyzing prospective business
opportunities, management will consider such matters as the
available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected
competition; the quality and experience of management services
which may be available and the depth of that management; the
potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the
perceived public recognition of acceptance of products, services, or
trades; name identification; and other relevant factors. Officers
and directors of the Company do not expect to meet personally with
management and key personnel of the business opportunity as part of
their investigation due to lack of capital. To the extent possible,
the Company intends to utilize written reports and investigation to
evaluate the above factors. The Company will not acquire or merge
with any company for which audited financial statements cannot be
obtained within a reasonable period of time after closing of the
proposed transaction.

     The officers of the Company will rely primarily upon their
own efforts in accomplishing the business purposes of the Company.
The Company may from time to time utilize outside consultants or
advisors to effectuate its business purposes described herein. No
policies have been adopted regarding use of such consultants or
advisors, the criteria to be used in selecting such consultants or
advisors, the services to be provided, the term of service, or
regarding the total amount of fees that may be paid. However,
because of the limited resources of the Company, it is likely that
any such fee the Company agrees to pay would be paid in stock and
not in cash.

     The Company will not restrict its search for any specific
kind of firms, but may acquire a venture which is in its preliminary
or development stage, which is already in operation, or in
essentially any stage of its corporate life. It is impossible to
predict at this time the status of any business in which the Company
may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded,
or may seek other perceived advantages which the Company may offer.

Acquisition of Opportunities

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement
with another corporation or entity. It may also acquire stock or
assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any and all such sales will only be made
in compliance with the securities laws of the United States and any
applicable state.

     It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws. In
some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which
there can be no assurance, it will be undertaken by the surviving
entity after the Company has successfully consummated a merger or
acquisition and the Company is no longer considered a "shell"
company. Until such time as this occurs, the Company does not intend
to register any additional securities. The issuance of substantial
additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a
depressive effect on the value of the Company's securities in the
future, if such a market develops, of which there is no assurance.

     While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid
the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order
to obtain tax-free treatment under the Code, it may be necessary for
the owners of the acquired business to own 80% or more of the voting
stock of the surviving entity. In such event, the shareholders of
the Company, would retain less than 20% of the issued and
outstanding shares of the surviving entity, which would result in
significant dilution in the equity of such shareholders.

     As part of the Company's investigation, officers and
directors of the Company may personally meet with management and
key personnel, may visit and inspect material facilities, obtain
analysis of verification of certain information provided, check
references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in
which the Company participates in an opportunity will depend on the
nature of the opportunity, the respective needs and desires of the
Company and other parties, the management of the opportunity and the
relative negotiation strength of the Company and such other management.

     With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of
the Company which the target company shareholders would acquire in
exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all likelihood hold
a substantially lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a
target company with substantial assets. Any merger or acquisition
effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's
then shareholders.

     The Company will participate in a business opportunity only
after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.

     As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the reporting
requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable).

     The Company does not intends to provide the Company's
security holders with any complete disclosure documents, including
audited financial statements, concerning an acquisition or merger
candidate and its business prior to the consummation of any
acquisition or merger transaction.

Competition

     The Company will remain an insignificant participant among
the firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than the Company. In view of the Company's
combined extremely limited financial resources and limited
management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's
competitors.

Regulation and Taxation

     The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being engaged
primarily in the business of investing, reinvesting or trading of
securities. While the Company does not intend to engage in such
activities, the Company could become subject to regulation under
the Investment Company Act of 1940 in the event the Company obtains
or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur
significant registration and compliance costs if required to
register under the Investment Company Act of 1940. Accordingly,
management will continue to review the Company's activities from
time to time  with a view toward reducing the likelihood the Company
could be classified as an "investment company."

     The Company intend to structure a merger or acquisition in such
manner as to minimize Federal and state tax consequences to the
Company and to any target company.

Patents

     The Company owns no patents and no Internet domain names.

Employees

     The Company has no full-time or part-time employees.

Legal Proceedings

     The Company is not subject to any pending litigation, legal
proceedings or claims.

Risk Factors

     The Company's business is subject to numerous risk factors,
including the following:

     THE COMPANY HAS NO OPERATING HISTORY NOR REVENUE AND
MINIMAL ASSETS. The Company has had no operating history nor any
revenues or earnings from operations. The Company has no significant
assets or financial resources. The Company has operated at a loss to
date and will, in all likelihood, continue to sustain operating expenses
without corresponding revenues, at least until the consummation of a
business combination. See ITEM 7: "FINANCIAL STATEMENTS". There is
no assurance that the Company will ever be profitable.

     THE COMPANY HAS ONLY ONE DIRECTOR AND ONE OFFICER. The
Company's president, its sole officer, is Guiseppe P. Giustiniano who is
also its sole director and the controlling shareholder of its sole
shareholder. Because management consists of only one person, the
Company does not benefit from multiple judgments that a greater number
of directors or officers would provide and the Company will rely completely
on the judgment of its sole officer and director when selecting a target
company. The decision to enter into a business combination will likely
be made without detailed feasibility studies, independent analysis,
market surveys or similar information which, if the Company had
more funds available to it, would be desirable. Mr. Giustiniano
anticipates devoting only a limited amount of time per month to the
business of the Company. Mr. Giustiniano has not entered into a written
employment agreement with the Company and he is not expected to do so.
The Company has not obtained key man life insurance on Mr. Giustiniano.
The loss of the services of Mr. Guiseppe P. Giustiniano would
adversely affect development of the Company's business and its
likelyhood of continuing operations.

     CONFLICTS OF INTEREST. Mr. Giustiniano, the Company's president,
participates in other business ventures which may compete directly
with the Company. Additional conflicts of interest and non-arms
length transactions may also arise in the future. The Company has
adopted a policy that it will not enter into a business combination
with any entity in which any member of management serves as an
officer, director or partner, or in which such person or such person's
affiliates or associates hold any ownership interest. The terms of
a business combination may include such terms as Mr. Giustiniano
remaining a director or officer of the Company. The terms of a business
combination may provide for a payment by cash or otherwise to Mr.
Giustiniano for the purchase or retirement of all or part of its common
stock of the Company by a target company or for services rendered
incident to or following a business combination. Mr. Giustiniano would
directly benefit from such employment or payment. Such benefits may
influence Mr. Giustiniano's choice of a target company. The Certificate
of Incorporation of the Company provides that the Company may indemnify
officers and/or directors of the Company for liabilities, which can
include liabilities arising under the securities laws. Therefore, assets
of the Company could be used or attached to satisfy any liabilities
subject to such indemnification. See "ITEM 9. DIRECTORS,EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS--Conflicts of Interest."


     THE PROPOSED OPERATIONS OF THE COMPANY ARE SPECULATIVE.
The success of the Company's proposed plan of operation will depend to
a great extent on the operations, financial condition and management
of the identified target company. While business combinations with
entities having established operating histories are preferred, there
can be no assurance that the Company will be successful in locating
candidates meeting such criteria. In the event the Company completes
a business combination the success of the Company's operations will
be dependent upon management of the target company and numerous
other factors beyond the Company's control. There is no assurance
that the Company can identify a target company and consummate a
business combination.

     PURCHASE OF PENNY STOCKS CAN BE RISKY. In the event that a
public market develops for the Company's securities following a
business combination, such securities may be classified as a penny
stock depending upon their market price and the manner in which they
are traded. The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of a "penny stock," for
purposes relevant to the Company, as any equity security that has a
market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share whose securities are admitted to
quotation but do not trade on the Nasdaq SmallCap Market or on a
national securities exchange. For any transaction involving a penny
stock, unless exempt, the rules require delivery of a document to
investors stating the risks, special suitability inquiry, regular
reporting and other requirements. Prices for penny stocks are often
not available and investors are often unable to sell such stock.
Thus an investor may lose his investment in a penny stock and
consequently should be cautious of any purchase of penny stocks.

     THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS. The Company is and will continue to
be an insignificant participant in the business of seeking mergers
with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may
be merger or acquisition target candidates for the Company. Nearly
all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than the Company
and, consequently, the Company will be at a competitive disadvantage
in identifying possible business opportunities and successfully
completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.

     THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO
MINIMUM REQUIREMENTS FOR BUSINESS COMBINATION. The Company
has no current arrangement, agreement or understanding with respect to
engaging in a business combination with a specific entity. There can
be no assurance that the Company will be successful in identifying
and evaluating suitable business opportunities or in concluding a
business combination. No particular industry or specific business
within an industry has been selected for a target company. The
Company has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other
criteria which it will require a target company to have achieved, or
without which the Company would not consider a business combination
with such business entity. Accordingly, the Company may enter into a
business combination with a business entity having no significant
operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative
characteristics. There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the Company.

     REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), the Company is required
to provide certain information about significant acquisitions
including audited financial statements of the acquired company.
These audited financial statements must be furnished within 75 days
following the effective date of a business combination. Obtaining
audited financial statements are the economic responsibility of the
target company. The additional time and costs that may be incurred
by some potential target companies to prepare such financial
statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition
so long as the reporting requirements of the Exchange Act are
applicable. Notwithstanding a target company's agreement to obtain
audited financial statements within the required time frame, such
audited financials may not be available to the Company at the time
of effecting a business combination. In cases where audited
financials are unavailable, the Company will have to rely upon
unaudited information that has not been verified by outside auditors
in making its decision to engage in a transaction with the business
entity. This risk increases the prospect that a business combination
with such a business entity might prove to be an unfavorable one for
the Company.

     LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has neither conducted, nor have others made available to it,
market research indicating that demand exists for the transactions
contemplated by the Company. Even in the event demand exists for a
transaction of the type contemplated by the Company, there is no
assurance the Company will be successful in completing any such
business combination.

     REGULATION UNDER INVESTMENT COMPANY ACT. In the event the
Company engages in business combinations which result in the Company
holding passive investment interests in a number of entities, the
Company could be subject to regulation under the Investment Company
Act of 1940. In such event, the Company would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment
Company Act of 1940 and, consequently, any violation of such Act
could subject the Company to material adverse consequences.

     PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a target company
obtaining a controlling interest in the Company. As a condition of
business combination agreement, Mr. Giustiniano, the sole
shareholder of the Company, may agree to sell or transfer all or
a portion of its Company's common stock so to provide the target
company with all of majority control. The resulting change in control
of the Company will likely result in removal of the present
officer and director of the Company and corresponding reduction in or
elimination of his participation in the future affairs of the Company.

     POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS
COMBINATION. A business combination normally will involve the
issuance of a significant number of additional shares. Depending
upon the value of the assets acquired in such business combination,
the per share value of the Company's common stock may increase or
decrease, perhaps significantly.

     TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such
business combination will meet the statutory requirements of a
tax-free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses the
offices of management at no cost to the Company. Management has
agreed to continue this arrangement until the Company completes an
acquisition or merger.

ITEM 3.  LEGAL PROCEEDINGS.

     There is no litigation pending or threatened by or against the
Company.

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

     No matters were submitted during the calendar year covered by
this report to a vote of security holders.

                               PART II

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

     There is currently no public market for the Company's
securities. The Company does not intend to trade its securities in
the secondary market until completion of a business combination or
acquisition. It is anticipated that following such occurrence the
Company will cause its common stock to be listed or admitted to
quotation on the NASD OTC Bulletin Board or, if the Company then
meet the financial and other requirements thereof, on the Nasdaq
SmallCap Market, National Market System or regional or national
exchange.

     The proposed business activities described herein classify the
Company as a "blank  check" company. The Securities and Exchange
Commission and many states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies
in their  respective jurisdictions. Management does not intend to
undertake any efforts to cause a  market  to develop in its
securities until such time as the Company has successfully
implemented its business plan described herein. Accordingly, the
Company's stockholder has agreed that they will not sell or
otherwise transfer their shares of the Company's common stock
except in connection with or following completion of a merger or
acquisition and the Company is no longer classified as a blank check
company.

     There is currently 1 stockholder of the Company's outstanding
common stock.

     During the past three years, the Company has not sold securities
which were not registered.

     The Company has never paid a cash dividend on its Common Stock
and has no present intention to declare or pay cash dividends on the
Common Stock in the foreseeable future. The Company intends to
retain any earnings which it may realize in the foreseeable future
to finance its operations. Future dividends, if any, will depend on
earnings, financing requirements and other factors.

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

     The following discussion should be read in conjunction with the
information contained in the financial statements of the Company and
the Notes thereto appearing elsewhere herein.

Results of Operations - December 27, 1999 (Inception) through December
31, 2001.

     The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7. There
have been no operations since incorporation.

Liquidity and Capital Resources

     The Company has 5,000,000 shares of its Common Stock
outstanding. The Company has no operating history and no material
assets. The Company has $-0- in cash as of December 31, 2001.

ITEM 7.  FINANCIAL STATEMENTS.




                 TOWER GLOBAL VENTURES CORP.
                  (A Development Stage Company)

                        FINANCIAL STATEMENTS
                            for the Year Ended
		    December 31, 2001
		              and
               Report of Independent Accountants







                 TOWER GLOBAL VENTURES CORP.
                 (A Development Stage Company)

                                    INDEX
______________________________________________

                                                                         Page(s)

Report of Independent Accountants	                 3

Financial  Statements:

     Balance Sheet, December 31, 2001 	                 4

     Statement of Operations for the Year
     Ended December 31, 2001                                  5

     Statement of Changes in Stockholder's Equity
     for the Year Ended December 31, 2001	     6

     Statement of Cash Flows
     for the Year Ended December 31, 2001	     7

     Notes to Financial Statements                         8~9


_____________________________________________





                                -2-




H T Woo, CPA & Associates
Certified Public Accountant
460 Bergen Blvd., Suite 200                           Tel) 201-784-0020
Palisades Park, NJ 07650                              Fax) 201-768-2929
                   			     E-mail) cpawoo@hotmail.com



		REPORT OF INDEPENDENT ACCOUNTANTS
			    _______


To the Board of Directors of
Tower Global Ventures Corp.
(A Development Stage Company)

We have audited the accompanying balance sheet of Tower Global
Ventures Corp. (a development stage company) (the "Company") as of
December 31, 2001 and the related statements of operations, changes
in stockholder's equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.


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


In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of  Tower Global Ventures Corp.
(a development stage company) as of  December 30, 2001, and the results
of its operations and its cash flows for the year then ended, in conformity
with generally accepted accounting principles.



/S/ H T Woo, CPA & Associates
_____________________________
H T Woo, CPA & Associates

April 1, 2002
Palisades Park, New Jersey




                                -3-


                   TOWER GLOBAL VENTURES CORP.
                (A DEVELOPMENT STAGE COMPANY)
                  	BALANCE SHEET
                       December 31, 2001
                -------------------------------
<CAPTION>



			ASSETS:


Total assets            			      	$      --
                                               			=========


  	LIABILITIES and STOCKHOLDER'S EQUITY:


Liabilities                                  			$     --

  Stockholder's equity
    Preferred stock, $0.0001 par value;
     authorized 5,000,000 shares; none
     issued and outstanding
    Common stock, $0.0001 par value;
     authorized 20,000,000 shares;
     issued and outstanding 5,000,000 shares             500
    Additional paid-in capital                     	     299
    Deficit accumulated during
     development stage                            	   (799)
                                               		           ---------
       Total stockholder's equity                     	     --
		                                               ---------
  Total liabilities and stockholder's equity              $   --
		                                               =========





 The accompanying notes are an integral part of these financial statements.

                                -4-



	         TOWER GLOBAL VENTURES CORP.
		(A Development Stage Company)
		  STATEMENT of OPERATIONS
	     for the Year Ended December 31, 2001
	    --------------------------------------


Total revenues					$	-

Total expenses 						-
						--------------

  Income before provision for income taxes		-

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

Net income						-

Deficit accumulated, beginning of year	                     (799)
						--------------

Deficit accumulated, end of year			$      (799)
						==============




  The accompanying notes are an integral part of these financial statements.

                                -5-

<TABLE>

                 TOWER GLOBAL VENTURES CORP.
		(A Development Stage Company)
	STATEMENT of CHANGES in STOCKHOLDER'S EQUITY
	    for the Year Ended December 31, 2001
             ---------------------------------

<CAPTION>


                                                             Additional
              	     No. of       Common   Paid-in    Accumulated
		     Shares      Stock        Capital     Deficit           Total
                      ------------  --------  ---------  ---------  ------------
                            <C>            <C>         <C>       <C>          <C>

Balance, January 1, 2001
		     5,000,000    $500	  $299        $(799)         $  -

Comprehensive income (loss):
  Net income	         -	            -	     -	         -	              -
                            ---------    ----         ----        ------         ----

    Total comprehensive income
      (loss)	         -	            -	     -	         -	              -
                            ---------    ----         ----        ------         ----

Balance, December 31, 2001
 		   5,000,000     $500	   $299      $(799)          $  -
           		  =========     ====          ====       ======          ====

</TABLE>




  The accompanying notes are an integral part of these financial statements.

                                -6-





                  TOWER GLOBAL VENTURES CORP.
		(A Development Stage Company)
		    STATEMENT of CASH FLOWS
	     for the Year Ended December 31, 2001
                    -----------------------

<CAPTION>



Cash flows from operating activities			$	-

Cash flows from investing activities				-

Cash flows from financing activities				-
							------------

Net increase (decrease) in cash and cash equivalents		-

Cash and cash equivalents, beginning of year			-
							------------

Cash and cash equivalents, end of year			$	-
							============

Supplemental disclosure of cash flow information
Cash paid during the year for
     Interest						$	-
     Income taxes					$	-







  The accompanying notes are an integral part of these financial statements.

                                -7-

		  TOWER GLOBAL VENTURES CORP.
		(A Development Stage Company)
		 NOTES TO FINANCIAL STATEMENTS
	      for the Year Ended December 31, 2001
                    -----------------------

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

A. Organization and Business Operations

Tower Global Ventures Corp. (a development stage company) (the "Company")
was incorporated in Delaware on December 27, 1999 to serve as a vehicle
to effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. At
December 31, 2001, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's formation
and proposed fund raising. The Company's fiscal year end is December 31.

The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.

B. Use of Estimates

The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities
as of the financial statements date, and the reported amounts of revenues
and expenses during the reporting period. Since management's judgment
involves making estimates concerning the likelihood of future events, the
actual results could differ from those estimates, which would have a

				-8-

positive or negative effect on future period results.

C. Income Taxes

Statement of financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS No. 109"), requires that the Company recognize deferred tax
assets and liabilities for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Under
SFAS No 109, deferred tax assets and liabilities are determined on the
basis of the difference between the tax basis of assets and liabilities and
their respective financial-reporting amounts ("temporary differences") at
currently enacted tax rates in effect for the years in which the temporary
differences are expected to reverse. Valuation allowances are established
when necessary to reduce deferred tax assets to the amounts expected to
be realized.

There were no current or deferred income tax expense or benefits due to the
Company not having any material operations for the year ended December 31,
2001.

NOTE 2. STOCKHOLDERS' EQUITY

A.	Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of
Directors.

B.	Common Stock

The Company is authorized to issue 20,000,000 shares of common stock at
$.0001 par value.  The Company issued 5,000,000 shares of its common

				-9-

stock to its shareholder pursuant to Rule 506 for an aggregate consideration of
$500.

C.	Additional Paid-in Capital

Additional paid-in capital at December 31, 2001 represents the fair value of
the amount of organization and professional costs incurred by its original
shareholder on behalf of the Company.

                                -10-

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

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.

                              PART III

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

     The Company currently has one Director and Officer as
follows:

 Name                   	 Age         Positions and Offices Held
 ----                    	 ---         --------------------------
Guiseppe P. Giustiniano		   President, Secretary-
                                        	   Treasurer & Director

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will
act at the direction of any other person.

     Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience
during at least the last five years:

     Guiseppe P. Giustiniano has served as president, chief executive
officer and a member of our board of directors since January 18,
2001.

Conflicts of Interest

     Guiseppe P. Giustiniano, the Company's sole officer and director,
has orginized and expects to organize other companies of a similar
nature and with a similar purpose as the company. Consequently,
there are potential inherent conflicts of interest in acting as an
officer and director of the Commpany. In addtion, insofar as Mr.
Giustiniano in engaged in other business activities, he may devote
only a portion of his time to the Company's affairs.

     A conflict may arise in the event that another blank check
company with which Mr. Giustiniano is affiliated also actively seeks a
target company. It is anticipated that target companies will be
located for that Company and other blank check companies in
chronological order of the date of formation of such blank check
companies or, in the case of blank check companies formed on the
same date, alphabetically . However, other blank check companies
may differ from that Company in certain items such as place of
incorporation, number of shares and shareholders, working capital,
types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain
blank check company formed after the Company. In such case, a
business combination might be negotiated on behalf of the more
suitable of preferred blank check company regardless of date of
formation.

     Mr. Giustiniano intends to devote as much time to the
activities of the Company as required. However, should such a
conflict arise, there is no assurance that Mr. Giustiniano would
not attend to other matters prior to those of the Company. Mr.
Giustiniano estimates that the business plan of the Company can
be implemented in theory by devoting approximately 10 to 25 hours
per month over the course of several months but such figure
cannot be stated with precision.

     The terms of business combination may include such terms as
Mr. Giustiniano remaining a director or officer of the Company.
The terms of a business combination may provide for a payment by
cash or otherwise to Mr. Giustiniano, for the purchase or retirement
of all or part of its common stock of the Company by a target
company or for services rendered incident to or following a
business combination. Mr. Giustiniano would directly benefit from
such employment or payment. Such benefits may influence Mr.
Giustiniano's choice of a target company. However, Mr. Giustiniano's
beneficial and economic interest in all blank check companies
with which he is currently involved is identical.

     The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management of the Company or any affiliates or associates have any
interest, direct or indirect.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.

Indemnification of Directors and Officers

     The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of
Delaware, any person made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or
officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the
Company to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of the Company.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE
COMPANY FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933, IS HELD TO BE AGAINST PUBLIC POLICY BY THE SECURITIES
AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.

ITEM 10.  EXECUTIVE COMPENSATION.

      The Company's officer and director does not receive any
compensation for his services rendered to the Company, has not
received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company. However,
the officer and director of the Company anticipates receiving
benefits as a beneficial shareholder of the Company, as the officer
and director and controlling shareholder of Tower Global
Ventures Corp. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS Conflicts of Interest".

      No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.


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

      The following table sets forth each person known by the
Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually and all directors
and officers of the Company as a group. Except as noted, each person
has sole voting and investment power with respect to the shares shown.

Name and Address             Amount of Beneficial
of Beneficial Owner             Ownership of Class        Percentage
-----------------             -----------------         ----------
Guiseppe P. Giustiniano 	     5,000,000	                 100%

Guiseppe P. Giustiniano 	     5,000,000                       100%

All Executive Officers and
Directors as a Group (1 person) 5,000,000                 100%


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      The Company has issued a total of 5,000,000 shares of Common
Stock to the following persons for a total of $500 in cash:



Name                	    Number of Total Shares     Consideration
---------             	    ------------------           ------------
Guiseppe P. Giustiniano	        5,000,000                        $500


ITEM 13.  REPORTS ON FORM 8-K.

     (a) Reports on Form 8-K.


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                  CURENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

Date of Report (Date of earliest event reported) February 15, 2002
                                                 -----------------

                              Coffeehouse.com, Inc.
                              ---------------------
             (Exact name of registrant as specified in its charter)

         Delaware                     0-30591                   23-3030658
(State or other jurisdiction        (Commission       (IRS Employer
    of incorporation                File Number)           Identification No.)


  202 Oakland Avenue, New Britain, CT                          06053
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code 860-229-2524
                                                   ------------

                           Tower Global Ventures, Corp
                           ---------------------------
          (Former name or former address, if changed since last report)

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


 <PAGE>

Item 2. Acquisition or Disposition of Assets.

Tower Global Ventures Corp. and Coffeehouse.com, Inc., a New York corporation,
signed and Acquisition Agreement and Plan of Merger (the "Agreement"). Pursuant
to the terms of the Agreement, Tower Global Ventures Corp. acquired all of the
issued and outstanding capital stock of Coffeehouse.com, Inc. The aggregate
purchase price for the total 1,500,000 issued and outstanding common shares of
Coffeehouse.com, Inc. is 1,500,000 shares common stock, par $.001 per share, of
Tower Global Ventures Corp. The shares are to be exchanged on a one-for-one
basis.

The Plan of Merger was approved by the unanimous written consent of
shareholders for each corporation.

The Certificates of Merger for New York and Delaware were filed with the states,
respectively, on February 15, 2002 and March 22, 2002.

Item 7.  Exhibits.

         Exhibit Number                             Description
         --------------                             -----------

              2.0                     Acquisition Agreement and Plan of Merger
              99.0                    Pro Forma Financial Statements to be filed
                                        subsequently

         SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                    Coffeehouse.com, Inc.
                                                    ---------------------
                                                    (Registrant)


Date  February  , 2002         /s/ Guiseppe P. Giustiniano
--------------------        --------------------------
                                                        (Signature)
                                   	   Guiseppe P. Giustiniano, President

<PAGE>

                  ACQUISITION AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT is made this ____* day of _________________*, 2001, by
and between TOWER GLOBAL VENTURES CORP., a Delaware corporation
("TOWER") and COFFEEHOUSE.COM, INC., a New York corporation
("COFFEEHOUSE").

                                    RECITALS

     WHEREAS, the total authorized capital stock of COFFEEHOUSE consists of
1,500,000 shares of common stock, par value $.001 per share, of which 1,500,000
shares are issued and outstanding (common stock hereinafter referred to as the
"COFFEEHOUSE Shares"); and

     WHEREAS, TOWER desires to acquire all of the issued and outstanding capital
stock of COFFEEHOUSE, or 1,500,000 shares of Common Stock ("COFFEEHOUSE Shares")
for 1,500,000 shares of common stock of TOWER ("TOWER Shares") by exchanging
one (1) TOWER Share for each of the COFFEEHOUSE Shares; and

     NOW, THEREFORE, in consideration of the respective representations,
warranties, covenants, and agreements, premises and mutual covenants herein
contained, and for other goods, and value consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.   PURCHASE AND SALE.

     Section 1.1 AGREEMENT TO PURCHASE AND EXCHANGE. In reliance on and subject
to the terms, conditions, representations, warranties, covenants and agreements
herein contained, COFFEEHOUSE shall assign, transfer and convey unto TOWER, and
TOWER shall purchase all of the COFFEEHOUSE Shares in an exchange of shares as
more fully described in section 1.4.

     Section 1.2 PURCHASE PRICE. The aggregate purchase price for the
COFFEEHOUSE Shares (the "Purchase Price") shall be 1,500,000 TOWER Shares.

     Section 1.3 CLOSING. The closing of the transaction contemplated in this
Agreement (the "Closing") shall take place at the offices of Tower Global
Ventures Corp., 202 Oakland Avenue, New Britain, CT 06053, on or around the date
first written above or at such other date, time or place as shall be mutually
acceptable to the parties (the "Closing Date").

     Section 1.4 TRANSACTIONS AND DOCUMENTS AT AND AFTER CLOSING.

         (a) At the Closing, COFFEEHOUSE shall assign, transfer and convey to
TOWER certificates representing each issued and outstanding share of
COFFEEHOUSE.

         (b) In exchange thereof, at the closing, TOWER shall assign, transfer
and convey to COFFEEHOUSE 1,500,000 TOWER Shares representing the
Purchase Price for the COFFEEHOUSE Shares, calculated as set forth
hereinabove, and bearing an appropriate legend restricting transfer except as
permitted under Rule 144 of the Securities Act of 1933, as amended, which
shall be issued to each of Coffeehouse's shareholders, as set forth on Schedule
1.4(b) annexed hereto.

         (c) From time to time and at any time, at TOWER's request, whether on
or after the Closing Date, and without further consideration, COFFEEHOUSE shall,
at its own expense except as otherwise provided in this Agreement, execute and
deliver such further documents and instruments of conveyance and transfer and
shall take such further actions as may be necessary or convenient, in the
reasonable opinion of TOWER, to transfer and convey to TOWER, all of its right,
title and interest in and to the COFFEEHOUSE Shares, free and clear of any lien
or adverse claim.

<PAGE>

         (d) From time to time and at any time, at COFFEEHOUSE's request,
whether on or after the Closing Date, and without further consideration, TOWER
shall, at its own expense except as otherwise provided in this Agreement,
execute and deliver such further documents and instruments of conveyance and
transfer and shall take such further actions as may be necessary or convenient
in the reasonable opinion of COFFEEHOUSE, to transfer and convey to
COFFEEHOUSE, all of its right, title and interest in and to the TOWER Shares
free and clear of any lien or adverse claim.

2.   ADDITIONAL AGREEMENTS.

     Section 2.1 TOWER'S ACCESS AND INSPECTION. COFFEEHOUSE has allowed and
shall allow TOWER and its authorized representatives full access during normal
business hours from and after the date hereof and prior to the Closing Date to
all of COFFEEHOUSE's properties, books, contracts, commitments and records for
the purpose of making such investigation as TOWER may desire, and COFFEEHOUSE
shall furnish TOWER such information concerning COFFEEHOUSE's affairs as TOWER
may request. TOWER has caused and shall cause COFFEEHOUSE's personnel to assist
TOWER in making such investigation and shall cause the counsel, accountants,
engineers and other non-employee representatives of COFFEEHOUSE to be reasonably
available to TOWER for such purposes.

     Section 2.2 COFFEEHOUSE'S ACCESS AND INSPECTION. TOWER shall allow
COFFEEHOUSE and its authorized representatives access during normal business
hours from and after the date hereof and prior to the Closing Date to such of
TOWER's properties, books, contracts, commitments and records as COFFEEHOUSE may
reasonably request for the purpose of determining the financial condition of
TOWER. TOWER shall cause TOWER's personnel to assist COFFEEHOUSE in making such
investigation and shall cause the counsel, accountants, engineers and other
non-employee representatives of TOWER to be reasonably available to COFFEEHOUSE
for such purposes.

     Section 2.3 COOPERATION. The parties shall cooperate fully with each other
and with their representatives, counsel and accountants in connection with any
steps required to be taken as part of their respective obligations under this
Agreement, and will use their best efforts to consummate the transactions
contemplated hereby and fulfill their obligations hereunder.

     Section 2.4 EXPENSES. All of the expenses incurred by TOWER in connection
with the authorization, preparation, execution and performance of this Agreement
by TOWER, including without limitation all fees and expenses of agents,
representatives, counsel and accountants for TOWER, shall be paid by TOWER. All
expenses incurred by COFFEEHOUSE in connection with the authorization,
preparation, execution and performance of this Agreement, including without
limitation all fees and expenses of agents, representatives, counsel and
accountants, shall be paid by COFFEEHOUSE.

     Section 2.5 BROKERS. Each party hereto jointly and severally represents and
warrants that no broker or finder has acted on its behalf in connection with
this Agreement or the transactions contemplated herein and each party shall
indemnify the other and save it harmless from any claim or demand for commission
or other compensation by any broker, finder or similar agent claiming to have
been employed by or on behalf of such party.

3.   REPRESENTATIONS AND WARRANTIES OF COFFEEHOUSE.

     COFFEEHOUSE represents, covenants and warrants to TOWER as follows:

     Section 3.1 CORPORATE EXISTENCE/STANDING/AUTHORITY. COFFEEHOUSE is a
corporation duly organized, validly existing and in good standing under the laws
of New York and has the corporate power and authority to own, operate and lease
its respective properties, to carry on its business as now being conducted, and
to enter into this Agreement and to carry out the transactions contemplated
hereby. COFFEEHOUSE is duly qualified to do business and is in good standing in
each jurisdiction where the failure to qualify would have a material adverse
affect on it. COFFEEHOUSE has delivered to

                                       2
<PAGE>

TOWER or its counsel true and correct copies of the articles of incorporation
and by-laws of COFFEEHOUSE, together with any amendments thereto.

     Section 3.2 SHARES OF STOCK. All issued and outstanding shares of capital
stock of COFFEEHOUSE have been duly authorized and validly issued and are fully
paid and nonassessable. Coffeehouse.com, Inc. has 1,500,000 shares of common
stock authorized and 1,500,000 shares of common stock issued and outstanding.
There is no other class of capital stock, subscription, option, warrant, call,
right, contract, commitment, understanding or arrangement relating to the
issuance, sale or transfer by COFFEEHOUSE of any shares of its capital stock,
including any right of conversion or exchange under any outstanding security or
other instrument.

     Section 3.3 AUTHORITY. COFFEEHOUSE has the full corporate right and
authority to enter into and fully perform this Agreement and all other
agreements and documents to be delivered to TOWER in connection herewith. All
actions required to be taken by COFFEEHOUSE to authorize the execution, delivery
and performance of this Agreement and all other agreements and documents to be
delivered in connection herewith have been or will by the Closing Date be
properly taken. This Agreement constitutes the valid and binding obligation of
COFFEEHOUSE. Neither the execution and delivery of this Agreement and all other
agreements and documents executed in connection herewith nor the consummation of
the transactions contemplated hereby nor the performance of this Agreement and
all other agreements and documents executed in connection herewith will (1)
conflict with or result in a breach of any provision of the certificate of
incorporation or by-law of COFFEEHOUSE, (2) violate, conflict with, or result in
a breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination or in a right of termination or cancellation of, or accelerate
the performance or the payment of money required by, or result in the creation
of any lien, security interest, charge or encumbrance upon any of COFFEEHOUSE's
properties under any of the terms, conditions or provisions of any loan
agreement, note, bond, mortgage, indenture, lease, agreement or other instrument
or commitment to which COFFEEHOUSE is a party, or by which COFFEEHOUSE or its
properties may be bound or affected or (3) violate any order, writ, injunction,
decree, judgment, or ruling of any court or governmental authority specifically
applicable to COFFEEHOUSE or any of its properties.

     Section 3.4 NO VIOLATION. Except as set forth on Schedule 3.4, to the best
knowledge of COFFEEHOUSE, COFFEEHOUSE has complied with all rules, regulations,
codes and laws affecting its business and operations and is not in default
under, or in violation of, any provision of any federal, state or local rule,
regulation, code or law nor has COFFEEHOUSE been given notice of any such
default or violation.

     Section 3.5 LICENSES AND RIGHTS. COFFEEHOUSE possesses all franchises,
easements, licenses, permits and other authorizations from governmental or
regulatory authorities and from all other persons or entities that are necessary
to permit it to engage in its business as presently conducted in and at all
locations and places where it is presently operating. Such franchises, licenses,
permits and other authorizations are set forth on Schedule 3.5.

     Section 3.6 CONSENTS. Except as set forth on Schedule 3.6 hereto, no
approval or consent of any person, firm or other entity or body is required to
be obtained by COFFEEHOUSE for the authorization of this Agreement or the
consummation by COFFEEHOUSE of the transactions contemplated hereby.

     Section 3.7 NO DEFAULTS. Except as set forth on Schedule 3.7, to the best
knowledge of COFFEEHOUSE, no default (or event which with the passage of time or
the giving of notice or both would become a default) exists or is alleged to
exist with respect to the performance of any material obligation of COFFEEHOUSE
under the terms of any material indenture, license, mortgage, deed of trust,
lease, note, guaranty or other contract or instrument, including, but not
limited to, any contract set forth on Schedule 3.17, to which COFFEEHOUSE is a
party or to which its assets are subject, or by which it is otherwise bound, and
no such default or event exists or is alleged to exist with respect to the
performance of any obligation of any other party thereto.

                                       3
<PAGE>

     Section 3.8 FINANCIAL STATEMENTS. TOWER has been or will be furnished with
the audited financial statements of COFFEEHOUSE (the "Financial Statements").
COFFEEHOUSE must prepare within sixty (60) days from the Closing Date audited
financial statements to be filed with the U.S. Securities and Exchange
Commission. The COFFEEHOUSE financial statements will be prepared in accordance
with generally accepted accounting principles and applied on a consistent basis
throughout the periods indicated. The COFFEEHOUSE financial statements will
present fairly the financial condition of COFFEEHOUSE as of the date indicated
thereon, and such Statements of Earnings, and Cash Flows and Retained Earnings
will present fairly the results of its respective operations for the period
indicated thereon.

     Section 3.9 ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule 3.9
hereto, since April 27, 2001, COFFEEHOUSE has actively conducted its business in
the ordinary and regular course. Since that date, there has not been any
material adverse change in the condition (financial or otherwise), results of
operations, assets, liabilities, properties, business or prospects of
COFFEEHOUSE nor is any event threatened which would cause such an adverse
change, nor has there occurred any event or governmental regulation or order
restricting the business of COFFEEHOUSE.

     Section 3.10 FACILITIES AND EQUIPMENT. The personal property owned or
leased by COFFEEHOUSE at its facility for the operation of, or used in, its
business is in its possession or under its control and is adequate for the
operation of such business as presently conducted.

     Section 3.11 TITLE TO ASSETS. Except as set forth on Schedule 3.11 or in
the Financial Statements, COFFEEHOUSE has good, valid and marketable title to
all of its real property and leasehold estates and good and valid title to all
of its other assets (tangible and intangible), including, but not limited to,
all leasehold improvements and equipment and all other properties and assets
reflected or required to be reflected in the Financial Statements and all
properties and assets purchased or leased by it since the dates of such
Financial Statements (except for properties and assets so reflected or required
to be reflected which have been sold or otherwise disposed of in the ordinary
course of business), subject to no liens, pledges, encumbrances, mortgages,
security interests, charges or other similar restrictions of any nature
whatsoever. Except as set forth on Schedule 3.11, COFFEEHOUSE enjoys peaceful
and quiet possession of its properties and assets pursuant to or by all of the
deeds, bills of sale, leases, licenses and other agreements under which it is
operating its business.

     Section 3.12 ABSENCE OF UNDISCLOSED LIABILITIES. COFFEEHOUSE does not have
any material liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been reflected in the Financial Statements or set
forth on Schedule 3.12 hereof.

     Section 3.13 LITIGATION. Schedule 3.13 hereof sets forth a list of all
administrative or judicial proceedings to which COFFEEHOUSE is a party. Except
as set forth on Schedule 3.13, there is no action, suit, claim, demand,
arbitration or other proceeding, administrative or judicial, pending or, to the
best knowledge of COFFEEHOUSE, threatened against or relating to COFFEEHOUSE
which, if adversely determined or resolved, would materially and adversely
affect the financial condition, results of operations, business or prospects of
COFFEEHOUSE.

     Section 3.14 PATENTS AND TRADEMARKS.

     (a) Except as set forth on Schedule 3.14(a), COFFEEHOUSE does not own, or
operate under, any patent, trademark or service mark or any applications
therefor. All trade names (including those whose use is limited to one or more
states of the United States) owned or used by COFFEEHOUSE are listed on Schedule
3.14 hereof and, to the extent indicated therein, have been duly registered with
the states of the United States or the corresponding offices of other countries.
Except as set forth on Schedule 3.14, COFFEEHOUSE is the sole and exclusive
owner of, or has the sole and exclusive power with respect to, or has the sole
and exclusive right to use, the trade names specified on Schedule 3.14.

     (b) Except as set forth on Schedule 3.14(b) hereof, COFFEEHOUSE has not
ever been charged with infringement or violation of any adversely held
trademark, trade name or copyright.

                                       4
<PAGE>

     (c) Except as set forth on Schedules 3.14(a) and 3.14(b), there are no
claims or demands of any other person, firm or corporation pertaining to the
trade names, copyright registrations or pending copyright registration
applications, as the case may be, listed on such schedules, and no proceedings
have been instituted which challenge the right of COFFEEHOUSE in respect
thereof.

     Section 3.15 EMPLOYEE BENEFITS.

     (a) Schedule 3.15 hereof contains a list of (i) each pension, profit
sharing, bonus, deferred compensation, or other retirement plan or arrangement
for the benefit of any employee or group of employees of COFFEEHOUSE or any
independent contractors or group of independent contractor of COFFEEHOUSE, (ii)
each medical, health, disability, insurance or other plan or arrangement of
COFFEEHOUSE, and (iii) each employee stock option plan or other plan providing
for the purchase of shares of capital stock of COFFEEHOUSE. All of such plans
and arrangements of COFFEEHOUSE are referred to herein as the "employee benefit
plans".

     (b) The amounts reflected in the Financial Statements as liabilities or
contingent liabilities with respect to employee benefit plans have been
calculated in accordance and compliance with applicable law, including
accounting principles relating thereto.

     (c) All of the employee benefit plans maintained by COFFEEHOUSE (and each
funding medium which may be attendant thereto) are in compliance with applicable
law and all reporting and disclosure requirements under applicable laws and
regulations, and have been administered and operated in accordance with their
respective provisions and applicable law. There are no actions, suits or claims
(other than routine claims for benefits) pending with respect to the employee
benefit plans.

     (d) COFFEEHOUSE has filed, published and disseminated all reports,
documents, statements and communications which are required to be filed,
published or disseminated under applicable law and the rules and regulations
promulgated thereunder relating to, and have timely made all modifications and
amendments to, the employee benefit plans.

     Section 3.16 TAXES AND TAX RETURNS. COFFEEHOUSE has duly filed all income,
franchises and other tax returns and reports required to be filed by it and has
duly paid or made provisions for the payment of all taxes (including any
interest or penalties) which are due and payable pursuant to such returns.
COFFEEHOUSE has withheld proper and accurate amounts from their employees'
compensation in substantial compliance with all withholding and similar
provisions of applicable law. There are and will hereafter be no tax
deficiencies (including penalties and interest) of any kind assessed against
COFFEEHOUSE with respect to any period ending on or before the Closing Date.

     Section 3.17 CONTRACTS. COFFEEHOUSE has heretofore furnished to TOWER or
its counsel true and complete copies of each document, and a written description
of each oral contact, set forth on Schedule 3.17 hereof. Schedule 3.17 is a true
and complete list of all contracts, understandings, commitments, arrangements
and agreements of the following types, including all amendments thereto to which
COFFEEHOUSE is a party:

         (a) Contracts relating to equipment purchases, or series of similar
equipment purchases from the same supplier, involving an expenditure of, or if
in a series, expenditures in the aggregate of, more than twenty-five thousand
dollars ($25,000);

         (b) Bonus, incentive, pension, profit-sharing, hospitalization,
insurance, deferred compensation, retirement, stock option or stock purchase
plans or similar plans providing employee benefits;

         (c) Factoring, loan, note, financing or similar contracts with any
lenders or guarantees of undertakings to answer for the debts or defaults of
another, or any contracts encumbering title to any

                                       5
<PAGE>

properties, involving in each case, or if in a series involving the same lender,
guarantor or property, as the case may be, in the aggregate, at least
twenty-five thousand dollars ($25,000);

         (d) Contracts for the acquisition or disposition of a business or
substantially all of the property, assets or capital stock or other securities
of a business or company under which there are continuing or unperformed
obligations on the part of any of the parties hereto, which contracts in each
case involve at least twenty-five thousand dollars ($25,000);

         (e) Conditional sales contracts, leases of personal property or
contracts for the purchase or sale of real or personal property, involving in
each case at least twenty-five thousand dollars ($25,000);

         (f) Management or consulting contracts, involving in each case, or with
respect to any individual in the aggregate, at least twenty-five thousand
dollars ($25,000);

         (g) Contracts for the furnishing of services or products to or by
COFFEEHOUSE, involving an expenditure in each case of at least twenty-five
thousand dollars ($25,000);

         (h) Royalty or licensing contracts or contracts requiring similar
payments to unrelated parties individually, or with respect to any unrelated
party in the aggregate, involving or which reasonably may in the future involve
an amount in excess of twenty-five thousand dollars ($25,000) annually;

         (i) All employment agreements between COFFEEHOUSE and any of its
employees; and

         (j) All agreements, contracts and commitments not listed on any other
schedule hereto which individually involve the payment of twenty-five thousand
dollars ($25,000) or more.

     Except as set forth on Schedule 3.17, all such contracts, understandings,
commitments, arrangements and agreements are in full force and effect.

     Section 3.18 COLLECTIVE BARGAINING AGREEMENTS. Schedule 3.18 hereof is a
list of all collective bargaining agreements with any labor organization to
which COFFEEHOUSE is a party. The relations of COFFEEHOUSE with its employees
are good and there are no impending labor difficulties.

     Section 3.19 INSURANCE. COFFEEHOUSE is insured by insurers unaffiliated
with COFFEEHOUSE or COFFEEHOUSE with respect to its properties and the conduct
of its business in such amounts and against such risks as are generally and
prudently maintained for comparable businesses and consistent with its past
practice.

     Section 3.20 REAL PROPERTY.

     (a) Schedule 3.20 hereof sets forth a true and complete list of (i) all
real property owned by COFFEEHOUSE and (ii) all real property leases to which
COFFEEHOUSE is a party. COFFEEHOUSE has heretofore furnished to TOWER or its
counsel true and complete copies of each written contract and a written
description of each oral contract relating to the list set forth on Schedule
3.20.

     (b) With respect to the leases described on Schedule 3.20, except as set
forth on Schedule 3.20;

         (i) "All such leases are in writing and duly executed, and, where
required, witnessed, acknowledged and recorded to make them valid and binding
and in full force and effect for the full term thereof, and none have been
modified;

         (ii) The rental set forth in each such lease is the actual rental being
paid, and there are no separate agreements or understandings with respect to the
same not set forth in Schedule 3.20;

                                       6
<PAGE>

         (iii) The lessee under each such lease has the full right to exercise
any renewal option contained therein and upon due exercise will be entitled to
enjoy the use of the premises for the full term of such renewal option;

         (iv) Upon performance by the lessee of the terms of each such lease,
the lessee has the full right to enjoy the use of the premises demised
thereunder for the full term thereof; and

         (v) Except as set forth on Schedule 3.20, all security deposits
required by such leases have been made and no forfeiture with respect thereto
claimed in whole or in part, by any of the lessors.

     Section 3.21 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations or
warranties made by COFFEEHOUSE under this Agreement or in any certificate,
schedule or other document furnished or to be furnished to TOWER or its counsel
pursuant hereto, or in connection with the transactions contemplated by this
Agreement, contains or will contain any untrue statement of a material fact, or
omits or will omit to state a material fact necessary to make the statements of
fact contained therein not misleading.

     Section 3.22 NO REPRESENTATION BY COUNSEL. COFFEEHOUSE is not represented
by counsel, and has not been and is not presently represented by counsel for
TOWER.

4.   REPRESENTATIONS AND WARRANTIES OF TOWER.

     TOWER represents, covenants and warrants to COFFEEHOUSE as follows:

     Section 4.1 CORPORATE EXISTENCE/STANDING/AUTHORITY. TOWER is a corporation
duly organized, validly existing and in good standing under the laws of Delaware
and has the corporate power and authority to own, operate and lease its
respective properties, to carry on its business as now being conducted, and to
enter into this Agreement and to carry out the transactions contemplated hereby.
TOWER is duly qualified to do business and is in good standing in each
jurisdiction were the failure to qualify would have a material adverse affect on
it. TOWER has delivered to COFFEEHOUSE or its counsel true and correct copies of
the articles of incorporation and by-laws of TOWER, together with any amendments
thereto.

     Section 4.2 SHARES OF STOCK. TOWER has authorized 20,000,000 shares of
common stock of which there are presently issued and outstanding 5,000,000
shares of common stock. TOWER agrees to acquire all of the COFFEEHOUSE Shares by
exchanging one (1) TOWER Share for each COFFEEHOUSE Shares. TOWER has
authorized 5,000,000 shares of preferred stock. None of the 5,000,000 shares of
preferred stock is issued and outstanding. All issued and outstanding shares of
capital stock of TOWER have been duly authorized and validly issued and are
fully paid and non-assessable. There is no subscription, option, warrant,
call, right, contract commitment, understanding or arrangement relating to
the issuance, sale or transfer by TOWER of any shares of its capital stock,
including any right of conversion or exchange under any outstanding security
or other instrument.

     Section 4.3 AUTHORITY. TOWER has the full corporate right and authority to
enter into and fully perform this Agreement and all other agreements and
documents to be delivered to COFFEEHOUSE in connection herewith. All actions
required to be taken by TOWER to authorize the execution, delivery and
performance of this Agreement and all other agreements and documents to be
delivered in connection herewith have been or will by the Closing Date be
properly taken. This Agreement constitutes the valid and binding obligation of
TOWER. Neither the execution and delivery of this Agreement and all other
agreements and documents executed in connection herewith nor the consummation of
the transactions contemplated hereby nor the performance of this Agreement and
all other agreements and documents executed in connection herewith will (1)
conflict with or result in a breach of any provision of the certificate of
incorporation or by-laws of TOWER, (2) violate, conflict with, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination or in a right of termination or cancellation of, or accelerate
the

                                       7
<PAGE>

performance or the payment of money required by, or result in the creation of
any lien, security interest, charge or encumbrance upon any of TOWER's
properties under any of the terms, conditions or provisions of any loan
agreement, note, bond, mortgage, indenture, lease, agreement or other instrument
or commitment to which TOWER is a party, or by which TOWER or its properties may
be bound or affected or (3) violate any order, writ, injunction, decree,
judgment, or ruling of any court or governmental authority specifically
applicable to TOWER or any of its properties.

     Section 4.4 NO VIOLATION. Except as set forth on Schedule 4.4, to the best
knowledge of TOWER, TOWER has complied with all rules, regulations, codes and
laws affecting its business and operations and is not in default under, or in
violation of, any provision of any federal state or local rule, regulation, code
or law nor has TOWER been given notice of any such default or violation.

     Section 4.5 LICENSES AND RIGHTS. TOWER possesses all franchises, easements,
licenses, permits and other authorizations from governmental or regulatory
authorities and from all other persons or entities that are necessary to permit
it to engage in its business as presently conducted in and at all locations and
places where it is presently operating. Such franchises, licenses, permits and
other authorizations are set forth on Schedule 4.5.

     Section 4.6 CONSENTS. Except as set forth on Schedule 4.8 hereto, no
approval or consent of any person, firm or other entity or body is required to
be obtained by TOWER for the authorization of this Agreement or the consummation
by TOWER of the transactions contemplated hereby.

     Section 4.7 NO DEFAULTS. Except as set forth on Schedule 4.7, to the best
knowledge of TOWER, no default (or event which with the passage of time or the
giving of notice or both would become a default) exists or is alleged to exist
with respect to the performance of any obligation of TOWER under the terms of
any indenture, license, mortgage, deed of trust, lease, note, guaranty or other
contract or instrument, including, but not limited to, any contract set forth on
Schedule 4.17, to which TOWER is a party or to which its assets are subject, or
by which it is otherwise bound, and no such default or event exists or is
alleged to exist with respect to the performance of any obligation of any other
party thereto.

     Section 4.8 FINANCIAL STATEMENTS. COFFEEHOUSE has been furnished with
audited financial statements of TOWER from inception December 27, 1999 through
April 30, 2000, (the "Financial Statements") as filed with the Securities and
Exchange Commission on Form 10SB. The Financial Statements were prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with prior periods and as of their date of issuance were or will be
true, correct and complete all material respects and present fairly and
accurately the information set forth therein.

     Section 4.9 ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule 4.9
hereto, since April 30, 2000, TOWER has actively conducted its business in the
ordinary and regular course. Since that date, there has not been any material
adverse change in the condition (financial or otherwise), results of operations,
assets, liabilities, properties, business or prospects of TOWER nor is any event
threatened which would cause such an adverse change, nor has there occurred any
event or governmental regulation or order restricting the business of TOWER.

     Section 4.10 FACILITIES AND EQUIPMENT. TOWER does not own any personal
property owned or leased any facility for its operation.

     Section 4.11 TITLE TO ASSETS. TOWER does not own any tangible property.

     Section 4.12 ABSENCE OF UNDISCLOSED LIABILITIES. TOWER does not have any
material liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been reflected in the Financial Statements or set
forth on Schedule 4.12 hereof, or which exceed in the aggregate $5,000.

                                       8
<PAGE>

     Section 4.13 LITIGATION. Schedule 4.13 hereof sets forth a list of all
administrative or judicial proceedings to which TOWER is a party. Except as set
forth on Schedule 4.13, there is no action, suit, claim, demand, arbitration or
other proceeding, administrative or judicial, pending or, to the best knowledge
of TOWER, threatened against or relating to TOWER which, if adversely determined
or resolved, would materially and adversely affect the financial condition,
results of operations, business or prospects of TOWER.

     Section 4.14 PATENTS AND TRADEMARKS.

     (a) Except as set forth on Schedule 4.14(a), TOWER does not own, or operate
under, any patent, trademark or service mark or any applications therefor. All
trade names (including those whose use is limited to one or more states of the
United States) owned or used by TOWER are listed on Schedule 4.14 hereof and, to
the extent indicated therein, have been duly registered with the states of the
United States or the corresponding offices of other countries. Except as set
forth on Schedule 4.14, TOWER is the sole and exclusive owner of, or has the
sole and exclusive power with respect to, or has the sole and exclusive right to
use, the trade names specified on Schedule 4.14.

     (b) Except as set forth on Schedule 4.14(b) hereof, TOWER has not ever been
charged with infringement or violation of any adversely held trademark, trade
name or copyright.

     (c) Except as set forth on Schedules 4.14(a) and 4.14(b), there are no
claims or demands of any other person, firm or corporation pertaining to the
trade names, copyright registrations or pending copyright registration
applications, as the case may be, listed on such schedules, and no proceedings
have been instituted which challenge the right of TOWER in respect thereof.

     Section 4.15 EMPLOYEE BENEFITS.

     (a) Schedule 4.15 hereof contains a list of (i) each pension, profit
sharing, bonus, deferred compensation, or other retirement plan or arrangement
for the benefit of any employee or group of employees of TOWER or any
independent contractors or group of independent contractor of TOWER, (ii) each
medical, health, disability, insurance or other plan or arrangement of TOWER,
and (iii) each employee stock option plan or other plan providing for the
purchase of shares of capital stock of TOWER. All of such plans and arrangements
of TOWER are referred to herein as the "employee benefit plans".

     (b) The amounts reflected in the Financial Statements as liabilities or
contingent liabilities with respect to employee benefit plans have been
calculated in accordance and compliance with applicable law, including
accounting principles relating thereto.

     (c) All of the employee benefit plans maintained by TOWER (and each funding
medium which may be attendant thereto) are in compliance with applicable law and
all reporting and disclosure requirements under applicable laws and regulations,
and have been administered and operated in accordance with their respective
provisions and applicable law. There are no actions, suits or claims (other than
routine claims for benefits) pending with respect to the employee benefit plans.

     (d) TOWER has filed, published and disseminated all reports, documents,
statements and communications which are required to be filed, published or
disseminated under applicable law and the rules and regulations promulgated
thereunder relating to, and have timely made all modifications and amendments
to, the employee benefit plans.

     Section 4.16 TAXES AND TAX RETURNS. TOWER has duly filed all income,
franchise and other tax returns and reports required to be filed by it and has
duly paid or made provision for the payment of all taxes (including any interest
or penalties) which are due and payable pursuant to such returns. TOWER has
withheld proper and accurate amounts from their employees' compensation in
substantial compliance with all withholding and similar provisions of applicable
law. There are and will hereafter be

                                       9
<PAGE>

no tax deficiencies (including penalties and interest) of any kind assessed
against TOWER with respect to any period ending on or before the Closing Date.

     Section 4.17 CONTRACTS. TOWER has heretofore furnished to COFFEEHOUSE or
its counsel true and complete copies of each document, and a written description
of each oral contact, set forth on Schedule 4.17 hereof. Schedule 4.17 is a true
and complete list of all contracts, understandings, commitments, arrangements
and agreements of the following types, including all amendments thereto to which
TOWER is a party:

         (a) Contracts relating to equipment purchases, or series of similar
equipment purchases from the same supplier, involving an expenditure of, or if
in a series, expenditures in the aggregate of, more than $25,000;

         (b) Bonus, incentive, pension, profit-sharing, hospitalization,
insurance, deferred compensation, retirement, stock option or stock purchase
plans or similar plans providing employee benefits;

         (c) Factoring, loan, note, financing or similar contracts with any
lenders or guarantees of undertakings to answer for the debts or defaults of
another, or any contracts encumbering title to any properties, involving in each
case, or if in a series involving the same lender, guarantor or property, as the
case may be, in the aggregate, at least $25,000;

         (d) Contracts for the acquisition or disposition of a business or
substantially all of the property, assets or capital stock or other securities
of a business or company under which there are continuing or unperformed
obligations on the part of any of the parties hereto, which contracts in each
case involve at least $25,000;

         (e) Conditional sales contracts, leases of personal property or
contracts for the purchase or sale of real or personal property, involving in
each case at least twenty-five thousand dollars ($25,000);

         (f) Management or consulting contracts, involving in each case, or with
respect to any individual in the aggregate, at least twenty-five thousand
dollars ($25,000);

         (g) Contracts for the furnishing of services or products to or by
TOWER, involving an expenditure in each case of at least twenty-five thousand
dollars ($25,000);

         (h) Royalty or licensing contracts or contracts requiring similar
payments to unrelated parties individually, or with respect to any unrelated
party in the aggregate, involving or which reasonably may in the future involve
an amount in excess of twenty-five thousand dollars ($25,000) annually;

         (i) All employment agreements between TOWER and any of its employees;
and

         (j) All agreements, contracts and commitments not listed on any other
schedule hereto which individually involve the payment of twenty-five thousand
dollars ($25,000) or more.

     Except as set forth on Schedule 4.17, all such contracts, understandings,
commitments, arrangements and agreements are in full force and effect.

     Section 4.18 COLLECTIVE BARGAINING AGREEMENTS Schedule 4.18 hereof is a
list of all collective bargaining agreements with any labor organization to
which TOWER is a party. The relations of TOWER with its employees are good and
there are no impending labor difficulties.

     Section 4.19 INSURANCE. TOWER has no insurance policy.

     Section 4.20 REAL PROPERTY. TOWER does not own nor lease any real property.

                                       10
<PAGE>

     Section 4.21 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations or
warranties made by TOWER under this Agreement or in any certificate, schedule or
other document furnished or to be furnished to COFFEEHOUSE or its counsel
pursuant hereto, or in connection with the transactions contemplated by this
Agreement, contains or will contain any untrue statement of a material fact, or
omits or will omit to state a material fact necessary to make the statements of
fact contained therein not misleading.

5.   COVENANTS AND TRANSACTIONS PRIOR TO CLOSING

     Section 5.1 CONDUCT AND TRANSACTIONS OF COFFEEHOUSE PRIOR TO THE
CLOSING.
Between the date of this Agreement and the Closing, the executive officers and
board of directors of COFFEEHOUSE shall retain full control of the management
and business thereof. In order to assure protection and preservation of
COFFEEHOUSE's business as well as COFFEEHOUSE's performance of its obligations
under and related to this Agreement, COFFEEHOUSE agrees that from the date of
this Agreement up to and including the Closing;

         (a) In the event of termination of this Agreement for any reason, TOWER
will return all documents, work papers and other materials obtained from
COFFEEHOUSE and will not further disclose to third parties any confidential
information obtained by it pursuant hereto.

         (b) COFFEEHOUSE shall use all reasonable efforts to (i) preserve intact
the present business organization and personnel of COFFEEHOUSE, (ii) preserve
the present goodwill and advantageous relationships of COFFEEHOUSE with all
persons having business dealings with COFFEEHOUSE, and (iii) preserve and
maintain in force all licenses, certificates, leases, contracts, permits,
registrations, franchises, confidential trade names and copyrights, and
applications for any of same, bonds and other similar rights of COFFEEHOUSE.
Except as otherwise provided in this Agreement, COFFEEHOUSE shall refrain from
entering into any new employment or consulting agreements with any of its
present officers, management personnel or consultants, or any other employment
or consulting agreement with any other person, not terminable by COFFEEHOUSE on
less than thirty (30) days' notice. COFFEEHOUSE shall maintain in force all
property, casualty, crime, life, directors, officers and other forms of
insurance and bonds which it presently carries and, except with the written
consent of TOWER, no cancellation or assignment of existing insurance coverage
will be effected by COFFEEHOUSE.

         (c) COFFEEHOUSE shall operate its business only in the usual, regular
and ordinary course and manner, and, except with the written consent of
COFFEEHOUSE, shall refrain from (i) selling or agreeing to sell any capital
stock, or (ii) except in the ordinary course of business, encumbering or
mortgaging any property or assets or terminating or modifying any lease or
incurring any obligation (contingent or otherwise).

         (d) COFFEEHOUSE shall not discuss or negotiate with any third party a
possible sale of all or any part of the capital shares or assets of COFFEEHOUSE,
nor provide any information to any third party with respect thereto, other than
such Information which is provided in the ordinary course of the business
operation of COFFEEHOUSE to third parties, provided COFFEEHOUSE has no reason to
believe that such information may be utilized to evaluate a possible sale of the
capital shares or assets of COFFEEHOUSE.

         (e) COFFEEHOUSE will exert its best efforts to fulfill in a timely
manner all objectives and conditions to permit consummation of the transactions
as contemplated by this Agreement and execute and deliver to TOWER any and all
documents necessary, in the reasonable opinion of its counsel, to consummate the
transactions contemplated by this Agreement.

     Section 5.2 CONDUCT BY TOWER PRIOR TO CLOSING. Between the date of this
Agreement and the Closing Date, TOWER shall use its best efforts to fulfill in a
timely manner all objectives and conditions to permit consummation of the
transactions as contemplated by this Agreement

                                       11
<PAGE>

and execute and deliver to COFFEEHOUSE any and all documents necessary, in the
reasonable opinion of its counsel, to consummate the transactions contemplated
by this Agreement.

6.   CONDITIONS PRECEDENT TO OBLIGATIONS OF TOWER

     The obligations of TOWER under this Agreement are, at its option, subject
to satisfaction of the following conditions at or prior to the Closing:

     Section 6.1 REPRESENTATIONS OF COFFEEHOUSE. The representations and
warranties of COFFEEHOUSE set forth in this Agreement shall be true and complete
in all material respects on and as of the Closing to the same extent and with
the same force and effect as if made on such date, except as expressly provided
to the contrary in this Agreement.

     Section 6.2 CONSENTS. All necessary approvals or consents shall have been
obtained from any and all federal departments and agencies and from all other
commissions, boards, agencies and from its Board of Directors and shareholders
and any other person, firm or entity whose approval or consent is necessary to
the consummation of the transactions contemplated by this Agreement.

     Section 6.3 PERFORMANCE BY COFFEEHOUSE. COFFEEHOUSE shall have duly
performed all obligations, covenants and agreements undertaken by them herein
and complied with all terms and conditions applicable to them hereunder to be
performed and complied with prior to the Closing.

     Section 6.4 DOCUMENTS TO BE DELIVERED TO TOWER. TOWER shall
have received:

         (a) A certificate, dated as of the Closing and executed by COFFEEHOUSE
certifying as to the fulfillment of the matters contained in Sections 6.1, 6.2
and 6.3;

         (b) True and complete copy of the certificates of incorporation of
COFFEEHOUSE, certified by the Secretary of State of New York or similar office
of competent jurisdiction, and of the by-laws of COFFEEHOUSE, together with all
amendments thereto, certified by the Secretary of COFFEEHOUSE;

         (c) Good standing certificate for COFFEEHOUSE, certified by the
Secretary of State of New York;

         (d) Certificates representing 1,500,000 of the COFFEEHOUSE Shares, duly
endorsed for transfer, and COFFEEHOUSE shall have received the 1,500,000 TOWER
Shares, issued to the shareholders of COFFEEHOUSE listed on Schedule 1.4(b),
with appropriate Rule 144 restrictive legend affixed thereto.

     Section 6.5 SUITS. No suit, action or other proceeding shall be threatened
or pending before any court or governmental agency in which it will be or it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or which is likely to materially and adversely
affect the financial condition, results of operations, business or prospects of
COFFEEHOUSE.

7.   CONDITIONS PRECEDENT TO OBLIGATIONS OF COFFEEHOUSE

     The obligations of COFFEEHOUSE under this Agreement are, at its option,
subject to satisfaction of the following conditions at or prior to the initial
Closing:

     Section 7.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of TOWER set forth in this Agreement shall be true and complete in
all material respects on and as of the Closing to the same extent and with the
same force and effect as if made on such date, except as affected by the
transactions contemplated by this Agreement.

                                       12
<PAGE>

     Section 7.2 CONSENTS. All necessary approvals or consents shall have been
obtained from any and all federal departments and agencies and from all other
commissions, boards, agencies and from its Board of Directors and shareholders
and any other person, firm or entity whose approval or consent is necessary to
the consummation of the transactions contemplated by this Agreement.

     Section 7.3 PERFORMANCE BY TOWER. TOWER shall have duly performed all
obligations, covenants and agreements undertaken by it herein and complied with
all the terms and conditions applicable to them hereunder to be performed or
complied with prior to the Closing.

     Section 7.4 DOCUMENTS TO BE DELIVERED TO COFFEEHOUSE. COFFEEHOUSE
shall have received:

         (a) Certificate dated as of the Closing, and executed by an officer of
TOWER, certifying as to the fulfillment of the matters contained in Sections
7.1, 7.2 and 7.3;

         (b) Certificates representing 1,500,000 TOWER Shares, duly endorsed for
transfer, and TOWER shall have received 1,500,000 COFFEEHOUSE Shares, duly
endorsed for transfer.

         (c) True and complete copies of the certificate of incorporation of
TOWER and of the by-laws of TOWER, together with all amendments thereto,
certified by the Secretary of TOWER;

         (d) True and correct copies of Minutes of the Board of Directors
authorizing the officers and the Company to consummate the transaction.

     Section 7.5 SUITS. No suit, action or other proceeding shall be threatened
or pending before any court or governmental agency in which it will be or it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement.

8.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND
INDEMNIFICATION

     Section 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
Notwithstanding the
closing of the transactions contemplated by this Agreement, or any investigation
made by or on behalf of COFFEEHOUSE or TOWER, the representations and warranties
of COFFEEHOUSE or TOWER contained in this Agreement or in any certificate,
schedule, chart, list, letter, compilation or other document delivered pursuant
hereto, shall survive the Closing for a period of one (1) year; provided,
however, that as to any breach of, or misstatement in, any such representation
or warranty as to which one party has given notice to the other on or prior to
the expiration of such one (1) year period, the same shall continue to survive
beyond said period, but only as to the matters contained in such notice.

     Section 8.2 COFFEEHOUSE'S INDEMNIFICATION. COFFEEHOUSE covenants and
agrees to indemnify and save harmless TOWER and its directors, officers,
employees and agents from any and all costs, expenses, losses, damages
and liabilities incurred or suffered directly or directly by any of them
(including reasonable legal fees and costs) proximately resulting from or
attributable to the breach of, or misstatement in, any one or more of the
representations or warranties of COFFEEHOUSE made in or pursuant to
this Agreement.

     Section 8.3 TOWER'S INDEMNIFICATION. TOWER covenants and agrees to
indemnify and save harmless COFFEEHOUSE and its directors, officers, employees
and agents from any and all costs, expenses, losses, damages and liabilities
incurred or suffered by any of them (including reasonable legal fees and costs)
proximately resulting from or attributable to the breach of, or misstatement in,
any one or more of the representations or warranties of TOWER made in or
pursuant to this Agreement.

                                       13
<PAGE>

     Section 8.4 DEFENSE AGAINST ASSERTED CLAIMS. If any claim or assertion of
liability is made or asserted by a third party against a party indemnified
pursuant to this Article 8 ("Indemnified Party") based on any liability or
absence of right which, if established, would constitute a matter for which the
Indemnified Party would be entitled to indemnification by another party hereto
("the Indemnifying Party") the Indemnified Party shall with reasonable
promptness give to the Indemnifying Party written notice of the claim or
asserting of liability and request the Indemnifying Party to defend the same.
Failure to so notify the Indemnifying Party shall not relieve the Indemnifying
Party of any liability, which the Indemnifying Party might have to the
Indemnified Party unless such failure materially prejudices the Indemnifying
Party's position. The Indemnifying Party shall have the right to defend against
such liability or assertion, in which event the Indemnifying Party shall give
written notice to the Indemnified Party of the acceptance of defense of such
claim and the identity of counsel selected by the Indemnifying Party with
respect to such matters. The Indemnified Party shall be entitled to participate
with the Indemnifying Party in such defense and also shall be entitled at its
option to employ separate counsel for such defense at the expense of the
Indemnified Party. In the event the Indemnifying Party does not accept the
defense of the matter as provided above or in the event that the Indemnifying
Party or its counsel fails to use reasonable care in maintaining such defense,
the Indemnified Party shall have the full right at its option to defend against
the liability or assertion and to employ counsel for such defense at the expense
of the Indemnifying Party. All parties hereto will cooperate with each other in
the defense of any such action and the relevant records of each shall be
available to the others with respect to such defense.

9.   ASSIGNMENT, THIRD PARTIES, BINDING EFFECT

     The rights under this Agreement shall not be assignable nor the duties
delegable by any party without the prior written consent of all parties hereto
having been obtained thereto. Nothing contained in this Agreement, express or
implied, is intended to confer upon any person or entity, other than the parties
hereto, and their successors in interest, any rights or remedies under or by
reason of this Agreement unless so stated expressly to the contrary. All
covenants, agreements, representations and warranties of the parties contained
herein shall be binding upon and inure to the benefit of TOWER and COFFEEHOUSE
and their respective successors and permitted assigns.

10.  ABANDONMENT

     In the event the transactions contemplated hereby are terminated or
abandoned by mutual agreement of the parties hereto, there shall be no liability
on the part of any of the parties by reason of such termination or abandonment.

11.  NOTICES

     All notices, requests, demands and other communications hereunder shall be
in writing and shall, be deemed to have been duly given when personally
delivered or deposited in the United States mail, certified or registered,
return receipt requested, postage prepaid, addressed to the parties at the
following addresses (or at such other address as shall be given in writing by
any party to the other) as follows:

     To TOWER:

     202 Oakland Avenue
     New Britain, Connecticut 06053
     (860) 229-2524
     Giuseppe P. Giustiniano

                                       14

<PAGE>

     CC:  Shustak Jalil & Heller
          545 Madison Avenue
          New York, NY. 10022
          (212) 688-5900
          (212) 688-6151
          ATT: Richard S. Heller

     To COFFEEHOUSE:

     11 Broadway
     Suite 530
     New York, NY. 10004
     (860) 490-7102
     Donald Stachelek

12.  REMEDIES NOT EXCLUSIVE

     No remedy conferred by any of the provisions of this Agreement is intended
to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every remedy given hereunder or now or
hereafter existing, at law or in equity by statute or otherwise. The election of
any one or more remedies by TOWER or COFFEEHOUSE shall not constitute a waiver
of the right to pursue other available remedies.

13.  COUNTERPARTS

     This Agreement may be executed in one or more counterparts each of which
shall be deemed to be an original but all of which together shall constitute one
and the same instrument.

14.  CAPTIONS AND SECTION HEADINGS

     Captions and section headings used herein are for convenience only and are
not a part of this Agreement and shall not be used in construing it.

15.  WAIVERS

     Any failure by any of the parties hereto to comply with all of the
obligations, agreements or conditions set forth herein may be waived by the
other party or parties, provided, however that any such waiver shall not be
deemed a waiver of any other obligation, agreement or condition contained
herein.

16.  ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement between the parties. There
are not and shall not be any verbal statements, representations, warranties,
undertakings or agreements between the parties, and this Agreement may not be
amended or modified in any respect except by a written instrument signed by the
parties hereto.

17.  APPLICABLE LAW

     This Agreement shall be governed and construed in accordance with the laws
of the State of New York.

                                       15
<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.

                             TOWER GLOBAL VENTURES CORP.
                             A DELAWARE CORPORATION

                             By /s/ Giuseppe P. Giustiniano
                               ---------------------------------
                               Giuseppe P. Giustiniano
                               Its: President, Secretary, Treasurer and Director

                             COFFEEHOUSE.COM, INC.
                             A NEW YORK CORPORATION

                             By /s/ Donald Stachelek
                             -----------------------------------

                             Its:
                                 ---------------------------------




                                       16
<PAGE>

[INSERT SCHEDULES ACCORDINGLY]

SCHEDULE     1.4(b)

SCHEDULE     3.4

SCHEDULE     3.5

SCHEDULE     3.6

SCHEDULE     3.7

SCHEDULE     3.9

SCHEDULE     3.11

SCHEDULE     3.12

SCHEDULE     3.14

SCHEDULE     3.14(a)

SCHEDULE     3.14(b)

SCHEDULE     3.15

SCHEDULE     3.17

SCHEDULE     3.18

SCHEDULE     3.20

SCHEDULE     4.4

SCHEDULE     4.5

SCHEDULE     4.7

SCHEDULE     4.8

SCHEDULE     4.9

SCHEDULE     4.12

SCHEDULE     4.13

SCHEDULE     4.14

SCHEDULE     4.14(a)

SCHEDULE     4.14(b)

SCHEDULE     4.15

SCHEDULE     4.17



                                       17
<PAGE>


SCHEDULE     4.18

SCHEDULE     6.4(e)

SCHEDULE     7.4(e)


                                       18


</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----



                              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.


                         Tower Global Ventures Corp.

                         By:/s/ Guiseppe Giustiano
                         -----------------------------------

                         President, Chief Executive Officer,
                         Treasurer and Director

                         Date: May 29, 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/ Guiseppe Giustiano    President, Chief Executive        May 29, 2002
------------------        Officer, Treasurer and Director
Guiseppe Giustiano