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

                                    FORM 10-K

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

     [ ] 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 0-25942

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                                    SVT INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                      84 - 1167603
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                        Identification No.)

                             50 BROADWAY, 8th FLOOR
                            NEW YORK, NEW YORK 10004
                    (Address of principal executive offices)

                                 (212) 571-6904
              (Registrant's telephone number, including area code)

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


        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     Common Stock, par value $.001 per share
                                (Title of class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]


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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [] No [X]

As of June 28, 2002, the last business day of the Registrant's most recently
completed second fiscal quarter, the aggregate market value of the common stock
of SVT Inc. held by non-affiliates was $28,758,112. As of April 11, 2003,
40,725,826 shares of common stock of SVT, Inc. were outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE



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            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K report contains forward-looking statements with respect to the
financial condition, results of operations and business of SVT Inc. You can find
many of these statements by looking for words such as "believes," "expects,"
"anticipates," "estimates" or similar expressions in this report.

These forward-looking statements are subject to numerous assumptions, risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by the forward-looking statements include

o    a prolonged continuation or worsening of the recent economic slowdown and
     its impact on IT budgets,

o    increasing competition,

o    SVT's inability to get funding for any major geographic expansions or
     external growth,

o    failure to expand across other industry verticals,

o    loss of key personnel, and

o    loss of major existing clients or decrease of business volume with them.

Because forward-looking statements are subject to risks and uncertainties,
actual results of SVT may differ materially from those expressed or implied in
this report. We caution you not to place undue reliance on these statements,
which speak only as of the date of this report.

All future written and oral forward-looking statements attributable to SVT or
any person acting on its behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. SVT does not
undertake any obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.


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                                TABLE OF CONTENTS

                                                                            Page
                                                                             no.
                                                                             ---

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS .....................3

PART I ........................................................................5
   ITEM 1.   BUSINESS .........................................................5
   ITEM 2.   PROPERTIES ......................................................14
   ITEM 3.   LEGAL PROCEEDINGS ...............................................14
   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .............15

PART II ......................................................................16
   ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
               MATTERS .......................................................16
   ITEM 6.   SELECTED FINANCIAL DATA .........................................17
   ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS .....................................19
   ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ......25
   ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA ......................26
   ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE ..........................................26

PART III .....................................................................27
   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ..............27
   ITEM 11.  EXECUTIVE COMPENSATION ..........................................32
   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
               AND RELATED STOCKHOLDER MATTERS ...............................35
   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..................38
   ITEM 14.  CONTROLS AND PROCEDURES .........................................38

PART IV ......................................................................40
   ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K .40

SIGNATURES ...................................................................41

INDEX OF EXHIBITS ............................................................44


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                                     PART I

ITEM 1.   BUSINESS.

HISTORICAL BACKGROUND

SVT Inc. (the "Company" or "SVT"), known until February 1998 as SweetWater,
Inc., and thereafter until February 1, 2002 as SWWT, Inc. was incorporated in
Colorado in March 1991 and re-incorporated in Delaware in September 1993. The
Company's principal office is located at 50 Broadway, 8th Floor, New York, New
York 10004, and its telephone number is (212) 571-6904.

Prior to February 1998, the Company (under the name SweetWater, Inc.) was
engaged in the manufacture and sale of portable water filtration and
purification devices. On February 6, 1998, the Company sold substantially all of
its assets to Cascade Designs, Inc., a Washington corporation, for $1,633,425 in
cash. The Company had no further operating business, and reduced its management
and administrative staff to one part-time employee. After completing this sale,
the Company pursued potential business combination transactions.

On April 14, 2000, the Company and its wholly-owned subsidiary, ENWC
Acquisition, Inc. entered into a merger agreement with E-Newco, Inc.
("E-Newco"). Under the terms of this agreement, the Company issued 757,778
shares of its series B convertible preferred stock to the stockholders of
E-Newco in exchange for their shares of E-Newco common stock. On August 24,
2000, E-Newco merged with ENWC Acquisition Inc. and became a wholly-owned
subsidiary of the Company. The series B preferred stock was automatically
convertible into an aggregate of 75,777,162 shares of the Company's common stock
upon the receipt by the Company of additional equity financing of at least $15
million. The holders of the series B preferred stock voted with the holders of
the Company's common stock on an as-converted basis and possessed approximately
95.5% of the outstanding voting power of the Company's stockholders.

Upon consummation of the transactions contemplated by the E-Newco merger
agreement, including payment of a one-time cash dividend to its pre-merger
stockholders in the aggregate amount of $740,635, the Company's only significant
asset was cash and cash equivalents of approximately $2.5 million.

During 2000, the Company purchased certain exchangeable promissory notes and
warrants of SchoolNet, Inc., an application service provider to school
districts, for $500,000. In addition, during 2000 the Company made a $1,000,000
advance to DigaFuel, Inc., an e-commerce solutions provider, in anticipation of
making an investment in DigaFuel. DigaFuel subsequently repaid $565,000 of the
Company's advance in December 2000. In the fourth quarter of 2000, the Company
reduced the carrying value of the SchoolNet investment by $250,000 due to
impairment in value resulting primarily from changing market conditions of
companies in SchoolNet's industry sector. The remaining balance was written off
during 2002. Also, the Company wrote off the remaining $435,000 balance of the
DigaFuel advance in the fourth quarter of 2000 as a result of the Company's
assessment of DigaFuel's limited prospects for long term liquidity and the
current difficulty encountered by early stage companies in raising additional
equity financing.

The Company resumed active business operations as a result of a series of
interrelated transactions which resulted in the combination, effective February
1, 2002 (the "Combination"), of the Company and SanVision Technology Inc.
("SanVision"). These transactions consisted of:

o    the merger of E-Newco, Inc. with and into SanVision (the "Merger"). At the
     effective time of the Merger, (1) the separate corporate existence of
     E-Newco ceased, (2) SanVision remained as the


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     surviving corporation in the Merger and became a wholly-owned
     subsidiary of the Company, and (3) each share of SanVision common stock was
     converted into a right to receive 0.99228 of a share of the Company's
     common stock (with the aggregate number of shares of common stock issued to
     any one person rounded up to the nearest whole number). The terms of the
     Merger were provided for in detail in the Second Amended and Restated
     Agreement and Plan of Merger dated as of December 18, 2001, by and among
     SanVision, the Company and E-Newco (the "Merger Agreement"), which is
     incorporated by reference as an exhibit to this Form 10-K.

o    amendments to the Company's certificate of incorporation to (1) effect
     immediately before the Merger a 1-for-2 reverse split of the Company's
     common stock outstanding before the Merger (the "Reverse Split"), (2)
     change the Company's name from SWWT, Inc. to SVT Inc., and (3) reduce the
     total number of shares of capital stock which the Company has the authority
     to issue, from 800,000,000 shares consisting of 750,000,000 shares of
     common stock and 50,000,000 shares of preferred stock, to 120,000,000
     shares consisting of 100,000,000 shares of common stock and 20,000,000
     shares of preferred stock.

o    amendments to the certificate of designation of the Company's series B
     preferred stock to, among other things, (1) effect immediately before the
     Merger and the 1-for-2 Reverse Split a change in the conversion ratio of
     the series B preferred stock into common stock from approximately 1-to-100
     to approximately 1-to-10, and (2) provide for the automatic conversion of
     the series B preferred stock into common stock immediately before the
     Merger. Each share of series B preferred stock, after giving effect to the
     Reverse Split and the change in the conversion ratio, was converted into
     approximately five shares of the Company's common stock immediately before
     the Merger.

In the Combination, taking into account the Merger, the Reverse Split, the
change in the series B conversion ratio and other transactions contemplated in
the Merger Agreement, 36,071,064 shares of SanVision common stock outstanding
before the Merger were converted into 35,792,599 shares of Company common stock,
which shares represent approximately 87.50% of the sum of the 40,725,826
outstanding shares of common stock after the merger and the 180,000 shares
issuable upon exercise of outstanding Company stock options.

On March 13, 2002, SanVision was merged into SVT and ceased to exist as a
subsidiary of SVT.

BUSINESS OF SVT

Until the Combination with SanVision, the Company was not conducting any
operations and had only one part-time employee. Since the Combination, SVT has
owned SanVision and operated its business. As a result, the following is a
description of SanVision's business prior to and since the Combination. As used
below in this Item 1 only, "SVT" therefore will refer to SanVision prior to the
Combination, and to the Company combined with SanVision after the Combination.

SVT provides Information Technology ("IT") related professional services to
businesses. These services enable its clients to combine the scope and
efficiencies of the new web-based technologies with their existing business
processes, such as managing procurement, selling products and services,
providing customer service, conducting supplier transactions, communicating with
their employees over the web, and maintain their IT infrastructure. SVT offers a
broad range of IT services to its clients who desire to outsource any such
services or retain outside consultants to supplement their in-house IT
initiatives. SVT's application development services include all facets of IT
solutions, from writing custom codes for new applications to web enabling
existing applications to seamless systems integration. SVT also provides
post-production managed services for maintenance of its clients' applications
and systems infrastructure, including databases, networks and operating systems
administration to help maintain, monitor, support and upgrade complex and high
performance systems and applications 24 hours a day, 7


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days a week. Currently, SVT focuses on marketing its IT solutions and managed
services primarily to large companies in industries that have historically
devoted relatively large percentages of their overall operating budgets to
information technology, such as the financial services, insurance, media and
telecommunications industries. We believe that SVT offers a number of benefits
and differentiated services to its clients, which enables SVT to capitalize on
the rapid growth in the IT services industry. In all of SVT's client
engagements, it applies its methodology and quality assurance process to deliver
these services, so as to maintain a high level of quality demanded by major
corporations and global institutions that use its services, at a reasonable
cost.

SVT began operation of its current lines of business in October 1997. It
currently has approximately 90 employees and approximately 20 independent
contractors in the U.S. In addition, there are approximately 20 employees in
India as well as five trainees in North America.

For purposes of Statement of Financial Accounting Standards (SFAS) 131,
"Disclosures about Segments of an Enterprise and Related Information," we
believe that SVT operates in one segment because substantially all of SVT's
revenues are attributed to, and substantially all its assets are located in, the
United States. In addition, as of December 31, 1999, 2000, 2001 and 2002,
substantially all of SVT's long-lived assets were located in the United States.
As of December 31, 2002, a total of approximately $108,000 of long-lived assets
(a substantial portion of which relates to 2001 acquisitions) were recorded in
SVT's subsidiary in India.

INDUSTRY INFORMATION

The following discussion includes data concerning the information technology
professional services industry that SVT obtained from material published by
independent sources which generally indicate that they have obtained information
from sources that they believe are reliable, but do not guarantee the accuracy
and completeness of the information.

Worldwide demand for IT services had been growing rapidly until the past two
years. However, the growth has not only slowed down, many areas are experiencing
a severe downturn. Despite recent downward pressure on IT spending, the pace of
technological advance is continuing. In order to remain competitive, companies
are increasingly required to adopt emerging technologies, such as e-CRM
technologies, e-business and e-commerce applications, data warehousing, supply
chain management and middleware/enterprise application integration. Many
emerging technologies offer the promise of faster, more responsive, lower cost
business operations. However, some technology spending is also being forced by
compulsory upgrades from major software vendors like Microsoft, without which
the market would probably show an even steeper decline.

                          IT SERVICES OUTSOURCING TREND

As the Internet started gaining acceptance for e-commerce, most businesses
initially created their web pages as their digital brochures with static product
and services information. However, in order to take full advantage of the
opportunities presented by the Internet for conducting actual business on the
web, merely creating attractive web pages is insufficient. Businesses must use
web-based applications that enable them to conduct sophisticated
business-to-business (B2B) transactions in real time and automate business
processes. However, development, integration and on-going management of such
web-based technologies and applications present major challenges and require a
large number of highly skilled individuals trained in many diverse, new and
developing technologies, which can be inefficient, inflexible and costly. To
develop and run effective new web-based applications and enhance and re-engineer
the core legacy systems for e-business, larger companies need business
strategists, Internet technology experts, creative designers, application
developers, systems integrators and application support personnel. Increasingly,
therefore, companies turn to solutions providers such as SVT to provide these
services,


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either by outsourcing entire projects, or by retaining outside consulting
talents to supplement in-house IT initiatives. These outsourcing needs had
generated a substantial demand for professional services vendors and
consultants.

                                 OFF-SHORE TREND

Many non-technology companies have made the strategic decision to focus on their
core business and reduce their operating cost structures rather than invest in
the additional large IT staffs that are necessary to evaluate, implement and
manage IT initiatives in a rapidly changing environment. As the global demand
for IT services has increased, the number of qualified technical professionals
in the U.S. had not kept pace with such demand. As a result, some IT service
providers attempted to access the large talent pool in certain developing
countries, particularly India. India is widely acknowledged as a leader in
off-shore software development and has the second largest pool of IT talent
after the U.S. According to a study released in December 1999 by McKinsey &
Company, Inc. on behalf of India's National Association of Software and Services
Companies, India falls in the "high quality - low-cost" quadrant, whereas most
high quality provider countries like Israel, Ireland and Singapore serving the
U.S. market carry higher costs; and most of the other low-cost countries like
China, Philippines, Hungary and Russia do not provide high quality.
Historically, IT service providers have used the off-shore labor pool primarily
to supplement the internal staffing needs of customers. However, evolving
customer demands have led to the utilization of off-shore resources for higher
value-added services. Such services include providing IT solutions and
outsourcing application development, systems integration and maintenance. The
Internet allows skilled Indian professionals to provide such services for
clients in the U.S. from India.

With the severe downturn of the economy since the events of September 11, 2001,
IT services budgets and spending on new technology initiatives have rapidly
declined and the war in Iraq is expected to put further downward pressure on the
economy. IT budgets are being drastically slashed and the resultant oversupply
of IT professionals has significantly reduced the need to hire or retain higher
cost consultants. This has adversely affected the application development
business of the Company along with almost all other U.S. based vendors. It is
for the very same reason the off-shore IT vendors, especially major Indian
companies like Infosys and Wipro, are experiencing a boom in off-shore
development since the projects can still be completed by their clients even with
a drastically reduced budgets.

SVT VERTICAL EXPANSION PLAN

SVT's current business is concentrated in the financial services and insurance
industries. This segment of the market was targeted by SVT primarily because it
is by far the largest vertical segment in the U.S. for application development.
The IT services market for financial institutions is estimated by the Gartner
Group to remain a significant portion of the entire industry in the foreseeable
future. More importantly, major financial institutions have historically been
early in adopting new technologies. The industry is dominated by a limited
number of global institutions and, during the last decade, technology has been a
key driver of competitive advantage among them. Therefore, the same institutions
have been early adapters of all major break-through technologies, first to
client-server configuration (away from mainframe computing), then ERP systems,
networking, etc. Now that these older technologies are giving way to web-based
technologies, providing web technology services to the financial services
industry gives SVT an advantage of lead time on its competitors, due to its
substantial domain knowledge.

However, due to the market trend described above, which is drying up consultant
based application development business, SVT has been focusing more on IT
infrastructure maintenance and management business, that are generally not
industry specific and hence does not need to target primarily the financial
services industry. In fact, the changed focus has also brought about a change in
the target market from major global financial institutions, which are generally
reluctant to outsource their mission critical systems, to middle market
companies in various industries which can consider complete outsourcing to


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outside vendors like SVT. The management believes that there is a market
opportunity for the Company to build up economy of scale by providing one-stop
shopping for all outsourcing services to many such smaller customers.

The IT solution vendor marketplace in SVT's industry niche has historically been
very fragmented. This is primarily because providing most large institutions
have been and have preferred to retain control by owning the "brain trust" and
institution-specific systems. Therefore, they have traditionally spread the work
among many vendors, some of them smaller public and private companies operating
in specialized horizontal niches and many staff augmentation companies. However,
having established credibility with global institutions in this vertical, as
well as in the media and telecommunication vertical, we believe that SVT can
successfully expand its target market both to other verticals and geographically
within the same verticals.

COMPETITION

Historically, SVT has operated in a large but highly fragmented competitive
environment, which does not have many leaders. Most of its direct competitors
were small to medium sized companies, both public and private, who operated in
certain technologies, certain vertical markets, and/or certain geographic areas,
but did not provide a full service offering. SVT's goal was to provide
end-to-end solutions in the chosen vertical, technology and geographic area to
build a niche that is defensible against larger, better capitalized competitors.
The pace of consolidation in this segment has increased significantly in the
recent years, especially due to the dot-com "melt-down", the recent slow down in
the U.S. economy and the slackening demand for IT services. As SVT's business
was not focused on dot-com start-ups, unlike many of SVT's competitors, the
demise of dot-coms had not materially affected its revenues and profits.

However, as SVT grew rapidly, it faced a much higher level of competitive
pressure, which has and will continue to intensify. Many of SVT's current and
potential competitors have longer operating histories and substantially greater
financial, marketing, technical and other resources. Some of these competitors
have a greater ability to provide services on a national or international basis
and may be able to adjust more quickly to changes in customer needs or to devote
greater resources to providing Internet professional services. Such competitors
may attempt to build their presence in SVT's markets by forming strategic
alliances with other competitors or its customers, offering new or improved
products and services to SVT's customers or increasing their efforts to gain and
retain market share through competitive pricing. Some companies have developed
particularly strong reputations in niche service offerings or local markets,
which may provide them with a competitive advantage. Such competition may
adversely affect SVT's gross profits, margins and results of operations.
Furthermore, we believe the barriers to entry into SVT's markets are relatively
low, which enables new competitors to offer competing services. The Company
currently faces competition from major U.S. information technology services
companies with off-shore capabilities, such as Cognizant Technology Solutions
Corp., large international accounting firms and their consulting affiliates,
such as Accenture LLP, KPMG, Deloitte and Touche LLP, etc. and Indian off-shore
giants like Infosys and Wipro, which are also publicly listed in the U.S. In the
managed services business for complete outsourcing services, the Company faces
competition from major outsourcing firms, such as IBM Global Services, Computer
Sciences Corp., Electronic Data Systems Corp. and Perot Systems Corp.

We believe that the principal competitive factors in the market for IT services
include technical expertise, breadth of service offerings, reputation, financial
stability and price. To be competitive, an IT services provider must respond
promptly and effectively to the challenges of technological change, evolving
standards and its competitors' innovations by continuing to enhance its service
offerings and expand its sales channels. Any pricing pressure, reduced margins
or loss of market share resulting from its failure to compete effectively could
materially affect its business.


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SVT PRODUCTS AND SERVICES

SVT offers its clients two broad lines of business for IT services: (1)
application development, including migration and maintenance, e-business
solutions and post-production maintenance; and (2) managed services, including
databases, operating systems, network administration and 24x7 support.
Generally, on application development and systems integration project
engagements, an SVT project team not only designs the application on a
customized basis, but also integrates it with the clients' complex proprietary
systems and databases. Sometimes these applications also need to be integrated
with major third party vendor products, such as IBM server software packages and
e-CRM products. SVT undertakes client engagements both on a project management
basis, where SVT has complete responsibility for managing the project, and also
by providing a team of consultants working under a client's or a third party
project manager's supervision.

On managed services engagements, SVT project teams provide IT infrastructure
performance reviews, maintenance and technical support for client applications,
databases, systems and networks, and provide 24x7 monitoring and support. In
addition, SVT teams help manage high performance and complex websites and
provide various web related managed services like firewall, security, database
management and technical help desk.

In the last three fiscal years, application development services accounted
for 52% (2000), 48.2% (2001) and 32.2% (2002) of SVT's consolidated revenues,
and managed services accounted for 48% (2000), 51.8% (2001) and 67.8% (2002) of
SVT's consolidated revenues. In 2002, 2001 and 2000, 97.9%, 100%, and 100%,
respectively, of the Company's revenues are attributable to the U.S. and 2.1%,
0% and 0%, respectively, are attributable in total to all other countries.

Many of SVT's projects are executed exclusively on-site at the clients' offices
or data centers. Due to the current slowdown in the U.S. economy and the
pressure on client IT service budgets, the marketplace has recorded a sharp rise
in the demand for lower cost off-shore services, notably for services performed
in India. As most of SVT's projects require continuous management of
deliverables and user interface, it is unlikely that they could be efficiently
executed entirely off-shore without any on-site presence. Therefore, SVT has
developed methodologies and processes for flexible on-site/off-shore delivery
capabilities, by engaging a "virtual" project team located at various locations
both in the U.S. and India, which it intends to increasingly use in its
projects. This approach allows SVT to access highly skilled, relatively low cost
information technology professionals in India and to integrate their work on a
client project either on their site or at SVT facilities in the U.S. We believe
that this methodology reduces project cost for clients without sacrificing
quality of execution.

For a company of its size, SVT distinguishes itself from similar IT service with
a few proprietary products, one used in the managed services business and the
others in the application development segment. However, as an IT services
company SVT has not yet attempted to collect a license fee from clients. Rather,
SVT uses these proprietary products to its advantage while competing with major
competitors, like "Big 4" accounting firms, to win application development
project assignments. In addition, SVT has developed several developmental tools,
methodologies and processes that it uses to deliver the projects successfully on
time and on or below budget. These tools either cut down on development time,
increase flexibility or reduce complexity of e-business or other web related
application development.

SVT'S COMPETITIVE ADVANTAGE

We believe that SVT offers a number of benefits and differentiated services to
its clients, which enables it to capitalize on the rapid growth in the
information technology services industry:


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            A BROAD RANGE OF INFORMATION TECHNOLOGY SERVICES OFFERING

We believe that only a few firms provide a comprehensive set of offerings that
are required by larger clients. For example, many traditional IT service
providers do not have the skills required to create interesting web-based
content and provide a favorable user-experience. Advertising and design firms
typically lack the technical expertise and integration skills necessary to
deliver sophisticated software applications that are required to run
increasingly complex business transactions. Most application development firms
and systems integrators do not typically provide a comprehensive range of
post-production managed services. SVT can provide a comprehensive suite of
service offerings delivering the entire end-to-end solution from design to
implementation to integration to maintenance.

 PROVEN SCALABLE PROCESSES WITH LEADING METHODOLOGIES, ARCHITECTURE,
                          DEVELOPMENTAL TOOLS/PRODUCTS

SVT's proven processes, methodologies and quality assurance, which it uses
against major competitors who enjoy a more established reputation and brand-name
recognition, have been successful with global multinational clients in the
financial services industry, such as AIG, Citigroup and JP Morgan Chase. For
example, SVT has successfully used its IT infrastructure expertise, proprietary
products and developmental tools to win projects bidding against major
competitors.

              SVT'S OFF-SHORE DELIVERY CAPABILITY AND METHODOLOGY

SVT has developed a virtual project management methodology whereby it is able to
effectively manage professional teams in geographically disperse areas, such as
various client sites and SVT's off-shore development teams in India, that can
provide 24-hour a day development and technical support (due to the time
difference) without sacrificing quality or performance. SVT's Indian recruitment
and training facility provides access to a very deep talent pool at a much lower
cost. Average annual wages in India have historically been approximately 15-20%
of that of their U.S. counterparts. This enables SVT to deliver the same quality
of execution as on-site projects at a significantly lower cost.

                       SVT'S IN-HOUSE TRAINING FACILITIES

SVT is committed to in-house training facilities in India and in the U.S. that
allow the employees to learn their specialized technical skills in-depth, with
the focus being on practical, hands-on training on live systems and latest
software actually used by clients. SVT's focus on continuous training not only
increase SVT's cost effectiveness vis-a-vis competitors (since clients are
willing to pay more for similarly skilled and trained consultants), but also
provides it with a competitive advantage in recruiting and retaining information
technology professionals who wish to work on state-of-the-art technology.

                       SVT'S CLIENT ENGAGEMENT METHODOLOGY

SVT has a number of executive consultants who are not only adept in technology
but, in addition to their role as project manager or technical lead, also
perform the duties of a client relationship manager. Therefore, by gaining
client confidence with ideas that help the business, such as automating certain
processes that result in cost savings or improved efficiency, they are often
able to generate new projects for SVT.

                SVT'S INDUSTRY-SPECIFIC KNOWLEDGE AND EXPERIENCE

SVT has developed extensive knowledge and experience in the insurance, banking,
media and telecommunications industries, which reduces SVT's learning curve on
new engagements in these industries, and allows it to accurately define and
deliver tailored solutions that effectively address the challenges that its
clients face.


                                       11


<PAGE>


BUSINESS STRATEGY

SVT's goal is to be a leading provider of information technology services. We
intend to achieve this goal by emphasizing the following strategies:

                              GEOGRAPHIC EXPANSION

Since inception, SVT has sought and developed clients and relationships almost
exclusively in the Wall Street community in the downtown Manhattan area, where
many of the global financial institutions have located their IT operations.
However, having established credibility with these institutions, SVT is seeking
geographic expansion, both to other large institutions located elsewhere in the
U.S. and Europe, as well as to other locations of the same institutions where
client relationships already exist. We believe that our track record established
with major clients like AIG, JP Morgan Chase, Deutsche Bank, Merrill Lynch and
Citigroup will be helpful, but we are also aware that SVT has grown so far
without a sales force and minimal expenditure on infrastructure, and this
strategy will require an increased level of expenditure in sales and marketing
efforts as well as a higher level of fixed costs.

                             EXPANDING TARGET MARKET

While SVT has developed considerable vertical industry experience in the
financial services industry, particularly in insurance and investment banking,
and to a lesser extent in media and telecommunication, much of its managed
services expertise is equally applicable to other industries. In particular,
SVT's changed emphasis on managed services and technical support offerings will
necessitate a change of target market focus to other industries and smaller
companies.

                              BUILDING BRAND EQUITY

Management plans to establish and build recognition of the SVT brand name
through an aggressive marketing strategy, which will emphasize its value
proposition, client roster, full range of services, industry expertise, broad
knowledge of business processes, off-shore capability and its global delivery
model.

                               CLIENT PARTNERSHIPS

SVT seeks to establish close and long term relationships with its clients. To
the extent its clients are global institutions, partnering with the Company's
existing client base could deepen existing relationships and gain SVT additional
business in the future. We believe that the partnership approach will be even
more important for the middle market clients especially where SVT is currently
seeking exclusive relationship as the outsourcer of all IT services.

                               OFF-SHORE OFFERINGS

The off-shore business is growing rapidly while all other segments of IT
services business continue to decline. SVT therefore intends to market its
methodology of on-site/off-shore development that can significantly reduce
project cost without sacrificing quality or losing control. Additionally, with
the declining cost and increasing reliability of broadband service, the Company
is exploring the possibility of applying similar methodology and processes to
the managed services area with a view to gaining


                                       12


<PAGE>

significant cost
competitiveness for complete outsourcing business versus major "brand name"
competitors and in-house cost.

                             STRATEGIC RELATIONSHIPS

We intend to develop strategic relationships with major technology providers and
complementary service providers and explore joint marketing opportunities with
partners outside the technology area. On the technology side, currently SVT is a
Microsoft Certified Solution Provider and has been certified by Sun Professional
Services as a preferred provider. SVT intends to establish similar relationships
with other providers, such as e-CRM and web-based EDI (electronic data
interchange) software companies, who have already been successful in
establishing themselves in the marketplace.

SALES AND MARKETING

To date, SVT has generated significant growth in revenues without an organized
sales force. Historically, client engagements and, consequently, revenues were
created primarily by the efforts and contacts of the senior management team, and
other senior technology professionals within SVT who were managing existing
client relationships. SVT has a number of executive consultants who are not only
adept in technology but, in addition to their role as project manager or
technical lead, also perform the duties of a client relationship manager.
Therefore, by gaining client confidence with ideas that help the business, such
as automating certain processes that result in cost savings or improved
efficiency, they are often able to generate new projects for SVT during or upon
completion of their current engagement. In addition, new business has also been
generated from customer referrals within the industry and introductions made by
the diverse network of contacts of SVT management. These efforts have allowed
SVT to grow until now without a full-time sales team. Currently, SVT has a
national sales manager and three sales support personnel.

However, as SVT seeks to expand its business out of the New York area to other
parts of the U.S. as well as to other industry segments, a more formal sales and
marketing infrastructure will need to be organized in order to promote SVT's
value-added services and competitive advantages. One of SVT's objectives in its
sales and marketing efforts is to build "brand equity" since we believe that SVT
can provide the same quality of IT services as its global competitors who enjoy
a much more established reputation and brand name recognition in the
marketplace. SVT has a value proposition for potential clients as it can provide
such services at a significantly reduced cost. Therefore, the task of SVT's
sales and marketing team is to emphasize the following major benefits to
prospective clients:

o    a broad range of service offering providing end-to-end solutions,

o    proven, scalable methodologies, processes, technology architecture,
     proprietary products and developmental tools,

o    off-shore/on-site project management capability with virtual project teams
     in geographically disperse locations, which reduces cost without
     sacrificing quality of execution or losing control,

o    blue chip client list and history of partnership with clients to deliver
     projects on time and on or under budget, and

o    capability of globally recruiting high quality technology professionals and
     training them extensively on latest technologies.

However, the management is also aware that any major initiative in sales and
marketing will require investment of additional capital, and raising growth
capital in the current state of economy will be difficult.

SVT's business of providing consulting services is not seasonal in nature. SVT
does not hold any patents, trademarks, licenses, franchises or concessions that
are material to its business, does not have a material amount of backlogged firm
orders and does not spend a material amount of money on research and development
activities.


                                       13


<PAGE>


The majority of the Company's services are performed for large companies located
in the New York City area. Revenues from the Company's three largest customers
(JPMorgan Chase, Velocity Express Corporation and Salomon Smith Barney)
represent approximately 71 percent of total revenues (32 percent, 26 percent and
13 percent, respectively) for the year ended December 31, 2002, the two largest
customers (AIG and JPMorgan Chase) represent approximately 65 percent of total
revenues, (39 percent and 26 percent, respectively) for the year ended December
31, 2001 and the two largest customers (AIG and JPMorgan Chase) represent
approximately 74 percent of total revenues (54 percent and 20 percent,
respectively) for the year ended December 31, 2000. The total accounts
receivable from these customers as of December 31, 2002, 2001 and 2000 was
$1,295,692 ($295,800, $0 and $999,892, respectively), $2,407,594 ($1,045,489 and
$1,362,105, respectively) and $6,226,829 ($5,258,113 and $968,716,
respectively). The accounts receivable for Velocity Express Corporation, which
represents 26 percent of the Company's total revenue for 2002, is in dispute
with the Company (see "Item 3 - Legal Proceedings" below). The accounts
receivable balance of $2,260,011 due from Velocity Express Corporation as of
December 31, 2002, has been written off due to this dispute and the fact that
the Company's management believes that Velocity Express Corporation does not
have the ability to pay this amount.

ITEM 2.   PROPERTIES.

As noted in Item 1 above, many of SVT's projects are executed exclusively
on-site at the clients' offices or data centers.

SVT is headquartered at 50 Broadway in New York City in approximately 2,000
square feet of leased space. It also has leased office space in South Amboy, New
Jersey, and a residential unit in Jersey City, New Jersey, which is used to
temporarily house SVT employees coming to the U.S. from abroad. In addition, SVT
leases a software development and training facility in New Delhi, India, as well
as small recruitment facilities in Calcutta and Madras, India, and Colombo, Sri
Lanka.

ITEM 3.   LEGAL PROCEEDINGS.

As previously disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002, Velocity Express Corporation (Nasdaq:
VEXP), a client of the Company, became seriously delinquent in payment for
services rendered by the Company and requested a payment plan, citing cash flow
difficulty. The Company agreed to such a plan for payment. In August 2002,
Velocity defaulted on the payment plan and in October 2002, as permitted under
the payment plan, the Company demanded that all past due payments be paid.
Velocity then terminated certain agreements it had entered into with the
Company, solicited the Company employees working on the Velocity account, and
refused to pay the outstanding invoices.

On October 10, 2002, Velocity filed for an injunction in the United States
District Court for the Southern District of New York to allow it to continue to
use the software developed by the Company for Velocity without having to pay for
it. On October 25, 2002, the Company countersued Velocity alleging breach of
contract and damages of $10.0 million. On October 29, 2002, the court granted
Velocity's request for the injunction. On November 15, 2002, the federal lawsuit
was dismissed by the court for lack of jurisdiction. Prior to the federal court
dismissal on November 8, 2002, Velocity filed suit in New York State Supreme
Court, alleging breach of contract and seeking compensatory and punitive
damages. On November 13, 2002, the Company filed claims against Velocity in New
York State Supreme Court again alleging breach of contract and damages of $10.0
million.

The Company expects that Velocity will make claims against the Company for
alleged breaches by the Company under its agreements with Velocity. The Company
believes it will prevail for some significant portion of its claims against
Velocity, net of any successful claims by Velocity.



                                       14


<PAGE>


The chairman of the board of Velocity is Vincent A. Wasik, a member of the board
of directors of the Company from February 2002 to May 2002. In addition, Walter
A. Carozza, a member of the board of directors of SVT from April 2002 to June
2002, is the brother-in-law of Alex Paluch, a member of the board of directors
of Velocity and of its Technology Committee.


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

No matter was submitted during the fourth quarter of fiscal 2002 to a vote of
the Company's securityholders, through the solicitation of proxies or otherwise.


                                       15


<PAGE>


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Trading in the shares of the Company's common stock has been sporadic and in
small volumes since its initial public offering in January 1994. The common
stock traded in the over-the-counter market under the symbol "SWWT" from May
1997 until February 6, 2002, and since then has been trading under the symbol
"SVTV." We cannot predict that an established public trading market will develop
or be sustained. The following table sets forth, for the calendar quarters
indicated, the range of high and low bid quotations for the common stock since
January 1, 2001, as reported by dealers appearing as market makers on the OTC
Bulletin Board. These quotations represent inter-dealer prices, without retail
mark-up, mark-down or commissions and do not necessarily represent actual
transactions:

<TABLE>
<CAPTION>

                                                                       COMMON STOCK
                                                                       ------------
CALENDAR QUARTER                                                  HIGH              LOW
----------------                                                  ----              ---

2001
<S>                                                         <C>               <C>
First quarter                                               $    6.3126       $    1.5000
Second quarter                                                   5.1000            2.7500
Third quarter                                                    6.3000            3.1000
Fourth quarter                                                   7.1000            3.2000

2002

First quarter                                               $    6.7000       $    4.1000
Second quarter                                                   4.1000            3.2500
Third quarter                                                    3.2500            1.8000
Fourth quarter                                                   1.8000            0.4000

2003

First quarter                                               $    0.4000       $    0.4000
</TABLE>


The dollar amounts in this table reflect the 1-for-2 Reverse Split effective
February 1, 2002, retroactively.

In May 2000, in connection with the merger of the Company's subsidiary ENWC
Acquisition, Inc. with and into E-Newco, Inc., the Company paid a one-time cash
dividend to its pre-E-Newco merger stockholders aggregating $740,635. This
dividend payment consisted of the cash on the Company's balance sheet
immediately prior to the consummation of the E-Newco merger, less expenses
related to the merger and the settlement of certain claims.

We do not anticipate that the Company will pay dividends in the foreseeable
future.

As of April 10, 2003, there were 178 holders of record of common stock, as shown
on the records of the Company's transfer agent.

As noted in Item 1 of this report, effective February 1, 2002, pursuant to the
Merger Agreement, the Company issued to the seven stockholders of SanVision
35,792,599 shares of the Company's common stock in exchange for 36,071,064
shares of SanVision common stock. The issuance of these shares was not
registered under the Securities Act of 1933 in reliance upon the exemption
provided for in Section 4(2) of the Act for transactions by an issuer not
involving any public offering.


                                       16


<PAGE>


Also effective February 1, 2002, the 674,423 shares of the Company's series B
preferred stock outstanding on that date were automatically converted into
6,744,177 shares of common stock, which were not registered under the Securities
Act of 1933 in reliance upon both (1) the exemption provided for in Section 4(2)
of the Act, and (2) the exemption provided for in Section 3(a)(9) of the Act for
any security exchanged by the issuer with its existing security holders
exclusively.

Set forth below are the equity securities of SVT authorized for issuance as of
December 31, 2002, with respect to compensation plans as of December 31, 2002:

<TABLE>
<CAPTION>

                      EQUITY COMPENSATION PLAN INFORMATION

                             AS OF DECEMBER 31, 2002

                                            (a)                     (b)                        (c)

                                                                                          Number Of Securities
                                                                                          Remaining Available For
                                Number of Securities to be    Weighted-Average Exercise   Future    Issuance    Under
                                  Issued Upon Exercise of       Price Of Outstanding      Equity  Compensation  Plans
                                   Outstanding Options,         Options, Warrants and     [Excluding       Securities
        Plan Category               Warrants and Rights                Rights             Reflected In Column (A)]
----------------------------    --------------------------    -------------------------   ----------------------------

<S>                             <C>                           <C>                          <C>
Equity compensation plans       500,000                       $0.25                        7,900,000(1)
approved by security holders

Equity compensation plans not   180,000(2)                    $2.625                       -
approved by security holders

Total                           680,000                       $0.88                        7,900,000

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

(1) See the description of the Company's 2000 Stock Incentive Plan in Item 11 of this report.

(2) See a description of these options in Item 11 of this report under "Director's Compensation."
</TABLE>


ITEM 6.   SELECTED FINANCIAL DATA.

SELECTED FINANCIAL DATA OF SANVISION

The following selected consolidated financial data for the Company for and as of
the years 1998 through 2002 have been derived from the audited Consolidated
Financial Statements of the Company. Such information should be read in
conjunction with the Consolidated Financial Statements and related notes
included elsewhere in this report and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations." For the Company's
unaudited quarterly results of operations for the eight quarters ended December
31, 2002, see "Quarterly Results of Operations" in "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."


                                       17


<PAGE>


<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31,
                                                1998            1999              2000             2001               2002
                                           --------------  ---------------  ---------------   ---------------  -----------------

STATEMENTS OF OPERATIONS DATA:
<S>                                        <C>             <C>              <C>               <C>              <C>
     Revenues                              $    4,689,678  $    15,104,788  $    26,394,191   $    23,983,485  $      17,625,283
     Cost of revenues                           4,155,022       11,735,407       19,266,748        17,643,151         12,367,842
                                           --------------  ---------------  ---------------   ---------------  -----------------
     Gross profit                                 534,656        3,369,381        7,127,443         6,340,334          5,257,441
   Operating expenses:

     General and administrative                   468,185        1,795,526        3,099,730         3,658,506          7,948,225
     Goodwill impairment                         -                -                -                 -                 1,548,947
     Intangible impairment                       -                -                -                 -                 1,740,957
     Stock option compensation                   -                -                -                 -                 6,125,000
     Merger related costs                        -                -                -                 -                18,687,418
                                           --------------  ---------------  ---------------   ---------------  -----------------
     Operating income                          66,471         1,573,855           4,027,713         2,681,828        (30,793,106)
     Grant income                                -                -                -                 -                   150,000
     Investment write-off                        -                -                -                 -                  (250,000)
     Interest income (expense), net              -                -                  (4,803)          (38,818)             4,208
                                                 -                -         ---------------   ---------------  -----------------
     Income before income taxes                    66,471        1,573,855        4,022,910         2,643,010        (30,888,898)
     Income (benefit) taxes                        63,662          833,613        1,842,935         1,224,379         (3,743,840)
                                           --------------  ---------------  ---------------   ---------------  -----------------
Net income (loss)                          $        2,809  $       740,242  $     2,179,975   $     1,418,631  $     (27,145,058)
                                           ==============  ===============  ===============   ===============  =================

Earnings (loss) per share (basic and
   diluted)                                $            -  $        0.02    $        0.07     $        0.05    $         (0.68)
                                           ==============  =============    =============     =============    ===============
Weighted average number of shares
   outstanding                             $   29,887,454  $    29,887,454  $    29,887,454   $    29,887,454  $      40,204,697
                                           ==============  ===============  ===============   ===============  =================
</TABLE>


                                       18


<PAGE>


<TABLE>
<CAPTION>

                                                                YEAR ENDED DECEMBER 31,
                                       1998             1999             2000             2001             2002
                                    --------------  ---------------  ---------------   ---------------  -----------------

BALANCE SHEET DATA (AT END OF
   YEAR):
<S>                               <C>              <C>              <C>              <C>              <C>
     Current assets               $     1,384,689  $     5,898,599  $     9,238,662  $     7,010,832  $     6,732,415
     Current liabilities                1,470,412        5,303,908        4,437,345        3,968,789        3,628,742
     Working capital                      (85,723)         594,691        4,801,317        3,042,043        3,103,673
     Total assets                       1,460,937        6,006,904        9,423,332       10,875,289        7,123,628
     Long term debt, excluding
       current portion                   -                -                -                -                -
     Stockholders' equity
       (deficit)                          (46,929)         693,313        3,621,949        4,856,079        3,334,442

</TABLE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

CURRENT BUSINESS ENVIRONMENT

The IT services industry has been severely impacted by the economic downturn
after September 11, 2001 in general, and the rapid slowdown of the technology
sector in particular. In the application development area, new spending on
technology initiatives has virtually stopped and existing IT budgets are being
drastically reduced. The trend in the marketplace now is to fund only mission
critical IT projects and continue only the essential IT services and to defer or
cancel all other initiatives. Another adverse trend for IT vendors is that many
of their existing customers are terminating their higher priced non-employee
consultants and either replacing them with new employees or exercising their
"right to hire" to absorb some consultants into permanent positions to reduce
costs, which results in lower revenue for the vendor even from their existing
clients.

Under the circumstances, SVT has also lost some business in 2002, mainly due to
further cutbacks from AIG, formerly its largest customer, which decided not to
renew contracts for some of SVT's consultants after the expiration of their
contract term or completion of their projects. In some cases, AIG also cancelled
in midstream projects being serviced by SVT and laid off entire project teams,
writing off large amounts of investment. Moreover, AIG has shifted many IT
projects off-shore to major Indian companies, and continues to do so.

SVT was able to avoid a very substantial decline in revenue during 2002
primarily by focusing on managed services offerings and new business
development. Specifically, cutbacks from major clients like AIG were somewhat
offset by the revenue generated from new clients such as Velocity Express, Citco
and Cigna. However, SVT's largest new client, Velocity Express, is in serious
default in its payment of approximately $2.5 million of accounts receivable to
SVT; this matter is presently in litigation before the New York State Supreme
Court. See "Item 3--Legal Proceedings" above.

Going forward, management believes that the pressure on IT budgets will continue
at least through the third quarter of 2003, if not much longer, primarily due to
the war in Iraq and its consequent effect on the domestic economy. It is likely
that more IT services work, including existing and new application development
projects, will also continue to be shifted offshore, primarily to India.
Therefore, SVT will continue its emphasis on new business development in the
managed services area and will revamp its off-shore capability.


                                       19


<PAGE>


CRITICAL ACCOUNTING POLICIES

The consolidated financial statements of SVT, Inc. are prepared in conformity
with accounting principles generally accepted in the United States. As such, we
are required to make certain estimates, judgments and assumptions that we
believe are reasonable based upon the information available. These estimates and
assumptions affect the reported amounts of assets and liabilities as of the date
of the financial statements and the reported amounts of revenue and expenses
during the periods presented. The significant accounting policies which we
believe are the most crucial to aid in fully understanding and evaluating SVT,
Inc.'s reported financial results include the following:

                               REVENUE RECOGNITION

Historically, SVT's revenue from consulting services has been generated under
time and materials contracts. Revenue from consulting services that are billed
on a time and materials basis is recognized in the period during which the
services are provided. Occasionally, SVT entered into contracts based on a fixed
fee amount. Revenue from the fixed fee contracts are recognized using a
percentage of completion method based on the total costs incurred to date
compared to the total costs to be incurred for the contracts. While our
estimates of the total costs to be incurred have historically been within our
expectations, any significant increase in the expected total costs to be
incurred on our fixed fee contracts could have a material adverse impact on our
operating results for the period or periods in which the revised estimates
arise.

                               ACCOUNTS RECEIVABLE

We perform ongoing credit evaluations of our customers and adjust credit limits
based upon payment history and the customer's current credit worthiness, as
determined by our review of their current credit information. We continuously
monitor collections and payments from our customers and maintain a provision for
estimated credit losses based upon our historical experience and any specific
customer collection issues that we have identified. While such credit losses
have historically been within our expectations and the provisions established,
we cannot guarantee that we will continue to experience the same credit loss
rates that we have in the past. Since our accounts receivable are concentrated
in a relatively few number of customers, a significant change in the liquidity
or financial position of any one of these customers could have a material
adverse impact on the collectability of our accounts receivable and our future
operating results. Specifically, the Company is in litigation with Velocity
Express Corporation, a company that we believe is presently facing financial
difficulties, to recover approximately $2.5 million of defaulted accounts
receivable plus damages; it is uncertain how much the Company could recover from
Velocity (if at all), assuming the Company is successful with this litigation.

                         GOODWILL AND INTANGIBLE ASSETS

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141, "Business Combinations." SFAS No. 141 eliminates the use of the
pooling-of-interests method of accounting for business combinations and
establishes the purchase method of accounting as the only acceptable method on
all business combinations initiated after June 30, 2001.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." This statement modifies existing generally accepted accounting
principles related to the amortization and impairment of goodwill and other
intangible assets. Upon adoption of the new standard, goodwill, including
goodwill associated with equity method investments, will no longer be amortized.
In addition, goodwill, other than goodwill associated with equity method
investments, must be assessed at least annually for impairment using a
fair-value based approach. The provisions of this statement are required to be
adopted as of the beginning of the first fiscal year after December 15, 2001.
Impairment losses that arise due to the initial application of this statement
are to be reported as a cumulative effect of change in accounting principle.


                                       20


<PAGE>

In order to complete the transitional assessment of goodwill as required by SFAS
No. 142, the Company was required to determine by the end of the second quarter
of 2002 the fair value of its reporting units and compare it to the reporting
units' carrying amount. To the extent a reporting units' carrying amount exceeds
its fair value, an indication exists that the reporting units' goodwill assets
may be impaired and the Company must perform the second step of the transitional
impairment test.

In the second step, the Company must compare the implied fair value of the
reporting units' goodwill, determined by allocating the reporting units' fair
value to all of its assets and liabilities in a manner similar to a purchase
price allocation in accordance with SFAS No. 141, to its carrying amount, both
of which would be measured as of the date of adoption. This second step is
required to be completed as soon as possible, but no later than the end of 2002.

Any transitional impairment charge will be recognized as the cumulative effect
of a change in accounting principle in the Company's consolidated statement of
operations. As of June 30, 2002, the Company has determined that the fair value
of its reporting units exceeds the reporting units' carrying amounts and
therefore, goodwill is not impaired. The required continued impairment tests of
goodwill may result in future period write-downs. During the third quarter of
2002, several factors including the continued sluggish economic climate, the
potential loss of a major client and the lack of customer capital expenditure on
software development, led the Company to take a complete impairment write-down
of $1,548,947.


RESULTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                         YEAR ENDED DECEMBER 31,
                                                             2002                2001                  2000
                                                     -----------------     ---------------    ---------------
STATEMENTS OF OPERATIONS DATA:
<S>                                                  <C>                   <C>                <C>
     Revenues                                        $      17,625,283     $    23,983,485    $    26,394,191
     Cost of revenues                                       12,367,842          17,643,151         19,266,748
                                                     -----------------     ---------------    ---------------
     Gross profit                                            5,257,441           6,340,334          7,127,443
   Operating expenses:

     General and administrative                              7,948,225           3,658,506          3,099,730
     Goodwill impairment                                     1,548,947             -                     -
     Intangible impairment                                   1,740,957             -                     -
     Stock option compensation                               6,125,000             -                     -
     Merger related costs                                   18,687,418             -                     -
                                                     -----------------     ---------------    ---------------
     Operating income                                      (30,793,106)          2,681,828          4,027,713
     Grant income                                              150,000             -                     -
     Investment write-off                                     (250,000)            -                     -
     Interest income (expense), net                              4,208             (38,818)            (4,803)
                                                     -----------------     ----------------   ----------------
     Income before income taxes                            (30,888,898)          2,643,010          4,022,910
     Income taxes                                           (3,743,840)          1,224,379          1,842,935
                                                     ------------------    ---------------    ---------------
Net income                                           $     (27,145,058)    $     1,418,631    $     2,179,975
                                                     ==================    ===============    ===============

Earnings per share (basic and diluted)               $         (0.68)      $        0.05      $        0.07
                                                     ================      =============      =============
Weighted average number of shares outstanding               40,204,697          29,887,454         29,887,454
                                                     =================     ===============    ===============

Revenues                                                    100.0%                100.0%             100.0%
Cost of revenues                                             70.2                  73.6               73.0
                                                     ------------          ------------       ------------
Gross profit                                                 29.8                  26.4               27.0
Operating expenses:
     General and administrative                              45.1                  15.2               11.7
     Goodwill impairment                                      8.8                   -                  -
     Intangible impairment                                    9.9                   -                  -
     Stock option compensation                               34.8                   -                  -
     Merger related costs                                   106.0                   -                  -
                                                     -----------------     ---------------    ---------------
     Operating income                                      (174.8)                 11.2               15.3
     Grant income                                             0.9                   -                  -
     Investment write-off                                    (1.4)                  -                  -
Interest expense, net                                         0.0                   0.2                0.0
                                                     -----------------     ---------------    ---------------
   Income before income taxes                              (175.3)                 11.0               15.2
Income taxes                                                (21.2)                  5.1                7.0
                                                     -----------------     ---------------    ---------------
Net income                                                 (154.1)%                 5.9%               8.3%
                                                     =================     ===============    ===============
</TABLE>



                                     21

<PAGE>


      YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Revenues for the year ended December 31, 2002 were $17.6 million, a decrease of
$6.3 million, or 26.5%, from $24.0 million for the year ended December 31, 2001.
The decline in the revenues is mostly attributable to a decline in business with
AIG, one of the Company's main clients; as well as the lack of continued revenue
from another client, Velocity, after a dispute arose.

Cost of revenues for the year ended December 31, 2002 was $12.4 million, a
decrease of $5.2 million, or 30.0% from $17.6 million for the year ended
December 31, 2001, respectively. The decrease in cost of revenue is primarily
attributable to fewer billable consultants as a result of the drop off in
revenue during 2002 when compared to 2001.

Gross profit fell to $5.3 million, a decrease of 1.0 million, or 15.9%, from
$6.3 million in 2001. Gross profit percentage for 2002 was 29.8% as compared to
26.4% for 2001. The increased profit margin on lower volume was a result of a
better profit margin on non-AIG-related business.

General and administrative expenses for the year ended December 31, 2002 were
$7.9 million, an increase of $4.2 million, or 113.5%, from $3.7 million for the
year ended December 31, 2001. For the year ended December 31, 2002, the Company
took a $2.3 million bad debt write off specifically related to one client. Also,
our general and administrative expenses increased this year by about $200,000
due to additional legal and accounting costs incurred because we became a public
company with operations.

Stock option compensation expense of $6.125 million for the year ended December
31, 2002 relates to a non-cash charge for the difference between the trading
price of the Company's common stock and the exercise price for stock options
that were granted to employees during the year.

The year end results are heavily impacted by the merger between SWWT, Inc. and
SanVision Technology that was consummated in the first quarter of 2002.
Merger-related costs and expenses for the year ended December 31, 2002 of $18.7
million were incurred related to the combination of SWWT, Inc. and SanVision
Technology Inc. These merger costs of $18,542,455 related to the issuance of
6,135,873 shares of the Company's common stock which was contingent on the
completion of the merger transaction, and other professional fees related to the
merger in the amount of $230,795. Residual merger costs of $34,818 were
reflected in the second quarter of 2002. Certain settlements with regard to
previously accrued merger costs resulted in a reduction of such merger costs in
the aggregate amount of $120,650 in the third quarter of 2002.

Goodwill and other Intangible Impairment writedowns totaled $3,289,904 for the
year ended December 31, 2002, since the acquisitions entered into during the
fourth quarter of 2001 and the first quarter of 2002 did not bring the expected
benefits. The continued slowing of the economy and resulting cutback of IT
budgets resulted in the determination that an impairment had occurred to
purchased goodwill and other intangibles.

      YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

Revenues for the year ended December 31, 2001 were $24.0 million, a decrease of
$2.4 million, or 9.1%, from $26.4 million for the year ended December 31, 2000.
Revenues increased in most major accounts, however that was offset by a decline
in AIG revenues from its peak in early 2001 due to cancellation of several
projects.

Cost of revenues for the year ended December 31, 2001 was $17.6 million, a
decrease of $1.6 million, or 8.4%, from $19.2 million for the year ended
December 31, 2000. However, on a percentage of revenues basis, the cost of
revenues increased from 73.0% in 2000 to 73.6% in 2001, thus decreasing the
gross


                                       22


<PAGE>


operating margin by 0.6%. The slight decrease in gross operating margin
percentage was largely due to lower revenue growth and the impact of direct
costs. General and administrative expenses for the year ended December 31, 2001
were $3.7 million, an increase of $0.6 million, or 18.0%, from $3.1 million for
the year ended December 31, 2000, primarily due to increased sales, marketing
and administrative overhead and increased legal and professional fees.

The effective tax rate was 46.3% for the year ended December 31, 2001 which is
consistent with 45.8% for the year ended December 31, 2000.

                         QUARTERLY RESULTS OF OPERATIONS

The following tables present certain unaudited consolidated quarterly financial
information for each quarter in the years ended December 31, 2001 and 2002. In
the opinion of management, this information has been prepared on the same basis
as the consolidated financial statements appearing elsewhere in this report and
includes all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial results set forth herein. Results of
operations for any previous quarter are not necessarily indicative of results
for any future period.

<TABLE>
<CAPTION>

                                              March 31, 2002       June 30, 2002    September 30, 2002   December 31, 2002
                                         ----------------------   --------------    -------------------  ------------------

STATEMENT OF OPERATIONS DATA:
<S>                                      <C>                      <C>                <C>                   <C>
Revenues                                 $     4,824,877          $    4,390,348     $     4,451,646       $     3,958,412
Cost of revenues                               3,530,741               3,234,890           3,105,104             2,497,107
                                         ---------------          --------------     ---------------       ---------------
Gross profit                                   1,294,136               1,155,458           1,346,542             1,461,305
Operating expenses:
General and administrative                     1,291,201               1,666,079           2,041,661             2,949,284
Goodwill impairment                                                                        1,548,947                 -
Intangible impairment                             -                       -                1,608,128               132,829
Stock option compensation                      4,250,000               1,875,000               -                     -
Merger-related costs                          18,773,250                  34,818            (120,650)                -
                                         ---------------          --------------     ---------------       ---------------
Operating income (loss)                      (23,020,315)             (2,420,439)         (3,731,544)           (1,620,808)
Grant income                                                             150,000              -                       -
Investment write off                              -                     -                     -                   (250,000)
Interest (expense), net                           (6,090)                  2,816               1,405                 6,077
                                         ---------------          --------------     ---------------       ---------------
Income (loss) before income taxes            (23,026,405)             (2,267,623)         (3,730,139)           (1,864,731)
Income taxes (benefit)                          (429,777)                (50,810)            385,810            (3,649,063)
                                         ---------------          --------------     ---------------       ---------------
Net income (loss)                        $   (22,596,628)         $   (2,216,813)    $    (4,115,949)      $     1,784,332
                                         ===============          ==============     ===============       ===============

Earnings per share (basic and diluted)   $         (0.59)         $        (0.05)    $         (0.10)      $          0.04
Weighted average number of shares
   outstanding                                38,612,359              40,725,826          40,725,826            40,725,826

</TABLE>


                                       23


<PAGE>

<TABLE>
<CAPTION>

                                            March 31, 2001         June 30, 2001     September 30, 2001   December 31, 2001
                                         ----------------------   --------------    -------------------  ------------------
STATEMENT OF OPERATIONS DATA:
<S>                                      <C>                      <C>               <C>                  <C>
Revenues                                 $     7,421,191          $  5,833,665      $    5,292,381       $     5,436,248
Cost of revenues                               5,281,850             4,166,978           3,867,148             4,327,175
                                         ---------------          ---------------   ---------------      ---------------
Gross profit                                   2,139,341             1,666,687           1,425,233             1,109,073
Operating expenses:
General and administrative                       765,921               834,832             935,792             1,121,961
                                         ---------------          ---------------   ---------------      ---------------
Operating income (loss)                        1,373,420               831,855             489,441               (12,888)
Interest expense, net                             (1,580)               29,763             (18,249)               28,884
                                         ----------------         ---------------   ----------------     ---------------
Income (loss) before income taxes              1,375,000               802,092             507,690               (41,772)
Income taxes                                     622,047               362,864             223,241                16,227
                                         ---------------          ---------------   ---------------      ---------------
Net income (loss)                        $       752,953          $    439,228      $      284,449       $       (57,999)
                                         ===============          ===============   ===============      ================

Earnings per share (basic and diluted)   $          0.03         $        0.01      $         0.01       $        -
Weighted average number of shares
   outstanding                                29,887,454            29,887,454          29,887,454            29,887,454
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2002, the Company had net working capital of $3,103,673. The
Company has historically financed, and continues to finance, its business mainly
with cash flow from operations and has not obtained any outside institutional
equity funding, such as venture capital or private equity funding. Working
capital has declined substantially since December 31, 2001 due mainly to the
reduction in revenue and corresponding accounts receivable as well as the
increase in accrued expenses. However, cash flow from operations varies
significantly from month to month primarily due to changes in net income and
collection of accounts receivable.

Net cash provided by operating activities was $1,818,847 for the year ended
December 31, 2002, as compared to $3,497,268 for the year ended December 31,
2001, a decrease of 48.0%. The decrease in cash provided by operating activities
during the year ended December 31, 2002 is due primarily to a substantial
decrease in sales and related accounts receivable and the overall net loss as
adjusted for non-cash items when compared to the year ended December 31, 2001.

Net cash used in investing activities was $194,576 for the year ended December
31, 2002, as compared to $4,023,237 for the year ended December 31, 2001. The
net cash used in investing activities for 2001 was related to the net cash paid
of $3,206,656 for two business acquisitions completed in late 2001, a deposit
payment of $800,000 for a business acquisition which was effective in January,
2002 and purchases of property and equipment of $17,000. The cash for 2002 was
used primarily for purchases of property and equipment.

Net cash used in financing activities was $51,614 for the year ended December
31, 2002, as compared to $40,000 provided by financing activities for the year
ended December 31, 2001. The cash used and/or provided by financing activities
in 2002 and 2001 was in connection with borrowings and repayments under SVT's
prior $3,000,000 revolving line of credit facility.


                                       24


<PAGE>


Management believes that its current cash balance and cash generated from
operations represented by existing accounts receivable, future accounts
receivable generated from future sales (assuming the Company's level of sales
remain at their current levels or increase) and the collection of such accounts
receivable will be sufficient to satisfy its projected working capital and
planned capital expenditure requirements for the foreseeable future. However, if
the Company requires additional funds to support working capital requirements or
for other purpose, it may seek to raise the funds through public or private
equity financings or from other sources. Additional financing may not be
available, or, if it is available, it may be dilutive or may not be obtainable
on acceptable terms.

In the normal course of business, the Company has entered into obligations and
commitments to make future payments under debt and lease agreements as
summarized in the table below:

<TABLE>
<CAPTION>

                                                                         Payments Due By Period
                                         -------------------------------------------------------------------------------------

                                                           Less Than 1
                                              Total             Year           1-3 Years         4-5 Years      After 5 Years
                                         ---------------   --------------   ---------------   --------------    -------------
<S>                                      <C>               <C>              <C>               <C>
Operating leases                         $       309,600   $       90,030   $       162,468   $        57,102              -
                                         ===============   ===============  ===============   ===============   ===============

</TABLE>


NEW ACCOUNTING PRONOUNCEMENTS

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" ("SFAS 146"), effective for fiscal years beginning
after December 31, 2002. SFAS 146 addresses financial accounting and reporting
for costs associated with exit or disposal activities and nullifies Emerging
Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." Under the new rule a liability for
an exit cost can no longer be recognized at the date of an entity's commitment
to an exit plan as defined in Issue 94-3. SFAS 146 requires that a liability for
a cost associated with an exit or disposal activity be recognized when the
liability is incurred. SFAS 146 also establishes that fair value is the
objective for initial measurement of the liability. The Company adopted SFAS 146
as of January 1, 2003. The effect of the adoption of this statement was not
material.

In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure - an amendment of FASB Statement No. 123" ("SFAS
148"), effective for fiscal years beginning after December 15, 2002. SFAS 148
amends Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company adopted SFAS 148 as of January 1, 2003. The effect of the
adoption of this statement was not material as the Company continues to use the
intrinsic value method allowed under SFAS 123.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As discussed in the notes to the financial statements in Item 8 of this report,
until earlier this year SVT's only interest-bearing debt obligation was a $3.0
million revolving line of credit which bore interest at the lender's prime rate
plus 1%. There were only minimal borrowings under this line of credit, which
terminated in early 2002.


                                       25


<PAGE>


The Company's earnings and cash flow are subject to fluctuations due to changes
in foreign currency exchange rates in connection with its subsidiary in India.
We do not anticipate any material currency risk to the Company's financial
condition or results of operations resulting from currency fluctuations.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

See attached Financial Statements beginning on page F-1 attached to this report
on Form 10K.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

As previously reported in the Company's Current Report on Form 8-K/A filed with
the Securities and Exchange Commission on March 4, 2002, the board of directors
of the Company authorized the appointment of the firm of Arthur Andersen LLP as
the Company's auditor, to replace the firm of Ernst & Young LLP. Arthur Andersen
LLP had been the auditor for SanVision.

As previously reported in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 24, 2002, the board of directors
of the Company authorized the appointment of the firm of Lazar Levine & Felix
LLP as the Company's auditor, to replace the firm of Arthur Andersen LLP.


                                       26


<PAGE>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth certain information regarding the directors and
the executive officers of the Company:

<TABLE>
<CAPTION>

        Name                      Age                 Position                                  Director Since
-----------------------         -------   --------------------------------------          --------------------------

<S>                              <C>      <C>                                             <C>
Sanjay Sethi                     42       Chief Executive Officer, Chairman of            February 2002
                                          the Board and Director
Amit Sarkar                      51       President, Chief Operating Officer,             February 2002
                                          Secretary and Director
Raj Janarthanan                  43       Director                                        February 2002
Dhir Sarin                       45       Vice President and Chief Financial Officer                  -
Amit Bhatiani                    33       Director                                        April 2002
Walter A. Carozza                47       Director                                        April 2000 - June 2002
Jack Kemp                        67       Director                                        February 2002 - June 2002
Vincent A. Wasik                 58       Director                                        February 2002 - May 2002

</TABLE>


Sanjay Sethi is a co-founder and CEO of SVT. He initially founded SVT in 1992 as
a consulting company, which commenced operations in the current form in
September 1997. Mr. Sethi is a software engineer by training and started his
career at IBM. He later worked as a database architect in several Wall Street
firms including Salomon Brothers, Smith Barney Shearson, Lehman Brothers and JP
Morgan. He graduated from the University of Illinois with a Masters degree in
Electrical Engineering and Computer Science.

Amit Sarkar joined SanVision as Vice Chairman and CFO in January 2000. From 1995
through 1999 he was the CEO of JNA Capital, Inc., an investment banking company
which he founded, focusing on technology companies. Previously, he was a career
investment banker in several executive positions in Citigroup. He had also
worked at General Motors Corporate Treasury in its New York central office. He
has an M.S. in physics and an M.B.A. in finance and international business from
the New York University Stern Business School, and completed an Advanced
Management Program at Harvard Business School.

Raj Janarthanan is a co-founder of SVT and has had the responsibility for human
resources management of SanVision since it commenced operations in its current
form in September 1997. He graduated from University of Illinois,
Urbana-Champaign, in 1993 with a Master of Science degree and also has an M.S.
degree from the University of Norway.

Dhir Sarin first joined the Company in 2000 as its corporate controller. From
1991 until 1999, Mr. Sarin was Manager of International Finance at Petron
Scientech, Inc., a global process licensing and technology company in the field
of petrochemicals. During this period, Mr. Sarin was named the resident
Executive Director of Petron Scientech's subsidiaries in India. Prior to 1991,
Mr. Sarin was in private practice in India as a Certified Public Accountant. Mr.
Sarin holds a Bachelor's degree in Commerce with an Accounting major from the
University of Lucknow in India and is a Fellow of The Institute of Chartered
Accountants in India.

Amit Bhatiani, a co-founder of SVT, has been an independent advisor for several
IT startup companies since 2001. Prior thereto, he was co-founder and Chief
Executive Officer in 2000 of Invertica, an


                                       27




<PAGE>


IT company in the area of design and implementation of enterprise software for
financial trading and risk management systems. From 1997 to 2000, Mr. Bhatiani
was Chief Technology Officer of SVT. Prior thereto, he worked from 1992-1997 as
one of the Chief Technical Architects of JPMorgan.

Walter A. Carozza served as Vice President of SWWT from July 2001 until February
2002. He has been a managing member of M3 Partners LLC since 1993 and a manager
of the general partner of East River Ventures II, L.P., a stockholder of the
Company, since 1997. He has served as a member of the board of directors and the
co-President of Victory Ventures since 1996 and has been a member of the boards
of directors of several of Victory Ventures' portfolio companies, including
IESI, iLife Systems, FIOC, and HCI. Since 2000, Mr. Carozza has also served as
the President and a director of Equities Enterprises, Inc., another stockholder
of the Company, through its wholly-owned subsidiary Equities Holdings, LLC.

Jack Kemp is co-director of Empower America, a public policy and advocacy
organization he co-founded in 1993 with William Bennett and Ambassador Jeane
Kirkpatrick. From 1989 to 1992, Mr. Kemp served as the United States Secretary
of Housing and Urban Development. Mr. Kemp received the Republican Party's
nomination for Vice President in August of 1996. In 1995, Jack Kemp served as
chairman of the National Commission on Economic Growth and Tax Reform. Before
his appointment as the United States Secretary of Housing and Urban Development,
Mr. Kemp represented the Buffalo area and western New York in the United States
House of Representatives from 1971-1989. He served for seven years in the
Republican Leadership as Chairman of the House of Republican Conference. Before
his election to Congress in 1970, Mr. Kemp played 13 years as a professional
football quarterback. He co-founded the American Football League Players
Association and was five times elected president of that Association. Since
February 2000, Mr. Kemp has written a weekly syndicated newspaper column for the
Copley News Service Nationwide. He serves as a member of the board of directors
of various private sector and non-profit organizations, including Oracle
Corporation, IDT Telecom, NFL Charities, Howard University and Habitat for
Humanity.

Vincent A. Wasik is a co-founder and a Principal of MCG Global, LLC, a Westport,
Connecticut-based private equity firm. Mr. Wasik served as a board member and
Chairman of the Executive Committee of Carson, Inc. from August 1995 until the
sale to L'Oreal in July 2000, and as a board member of Global Household Brands
from April 1998 until the sale to WD-40 Company in April 2001 2001, and is also
an advisory board member of Mitchells/Richards, the largest upscale clothing
retailer in Connecticut. Mr. Wasik is also Chairman of the Board of Directors of
United Shipping and Technology (NASDAQ: USHP).

There is no family relationship between any director or executive officer of the
Company.

To the Company's knowledge, no event set forth in Item 401(f) of Regulation S-K
promulgated under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, has occurred during the past five years and
that is material to an evaluation of the ability or integrity of any current
director, person nominated to become a current director or current executive
officer of the Company.

STOCKHOLDERS AGREEMENT

In connection with the closing of the Merger, the Company entered into a
stockholders agreement (the "Stockholders Agreement") with certain persons who
either were stockholders of the Company before the Merger or became stockholders
of the Company as a result of the Merger, all of whom are named in the table in
Item 12 of this report (the "Stockholders").

                              CORPORATE GOVERNANCE

The Stockholders Agreement provides that, from and after the effective time of
the Merger, the Company's board of directors will consist of seven directors
which will be designated as follows:


                                       28

<PAGE>


o    Sanjay Sethi, Amit Sarkar and Raj Janarthanan (collectively, "the SVT
     Stockholders") have the right to designate and submit for election five
     directors (the "Class A Directors");

o    East River Ventures II, L.P. has the right to designate and submit for
     election one director (the "Class B Director"); and

o    MCG-SVT LLC has the right to designate and submit for election one director
     (the "Class C Director").

The five Class A Directors are Sanjay Sethi, Amit Sarkar, Raj Janarthanan and
Amit Bhatiani (one Class A Directorship is vacant); the Class B Directorship has
been vacant since the resignation of Walter A. Carozza in June 2002; and the
Class C Directorship has been vacant since the resignation of Vincent A. Wasik
in May 2002.

Each Stockholder agreed that, during the term of the Stockholders Agreement, he
or it will take all such actions to effect the election of those persons duly
designated as described above, including the voting of all of his or its stock
for that purpose. The Company and its board of directors agreed to take any and
all actions required, permitted, or necessary to cause such designees to be
elected or appointed to the Company's board of directors, including calling a
regular or special meeting of stockholders of the Company to ensure the election
to or removal from the Company's board of directors of any person or persons so
designated to be so elected or removed, and soliciting proxies in favor of the
election of such designees.

If a director dies, resigns or is removed prior to the expiration of his term as
a director, the person or persons that had the right to designate and have
elected such director will promptly elect a replacement director, and the
Stockholders will effect the election to the Company's board of directors of
such replacement designee to fill the unexpired term of the director whom such
new designee is replacing.

The rights of the SVT Stockholders, East River Ventures II, L.P. and MCG-SVT LLC
to designate and elect directors are not assignable.

The Stockholders Agreement provides that at any regular or special meeting
called for the purpose of removing directors, or in any written consent executed
in lieu of such a meeting of stockholders:

o    (A) the SVT Stockholders will have the right to remove any Class A Director
     with or without cause, (B) East River Ventures II, L.P., will have the
     right to remove a Class B Director with or without cause, and (C) MCG-SVT
     LLC will have the right to remove a Class C Director with or without cause;
     and

o    none of them will have any right to remove or cause to be removed any
     director designated by any of the others, except that any director may be
     removed by the affirmative vote of at least a majority of the other
     directors, but only for cause, or may be removed by the affirmative vote of
     all the other directors (not just a quorum). Each Stockholder will agree to
     vote all of his or its shares of Company securities having voting power
     (and any other shares over which he or it exercises voting control) for the
     removal of any director upon the request of the person or persons
     designating such director and for the election to the board of directors of
     a substitute designated by such person or persons.

If the size of the Company's board of directors is increased at any time, the
persons identified above as having the right to designate directors will have
the right to at least proportionate representation on the board of directors
following such increase based on the composition of the board of directors as
between such persons immediately before such increase; however, in no event will
the board of directors consist of more than eleven directors.


                                       29


<PAGE>


The Company agreed that from and after the effective time of the Merger,

o    it will cause each person designated by the persons identified above to be
     included (consistent with applicable law and its certificate of
     incorporation and bylaws) in the group of nominees who are recommended for
     election as directors by the Company to the stockholders following the date
     on which such person is so designated, and at each succeeding meeting of
     the Company's stockholders when directors are to be elected, and

o    at a special meeting of the board of directors held as soon as practicable
     after the creation of any vacancy as a result of the death, resignation or
     removal of a director, it will cause the appointment of such person as is
     designated by the appropriate person or persons identified above to fill
     any such vacancy, if a special meeting is required to effect such
     appointment.

Subject to any law or stock exchange rule prohibiting committee membership by
affiliates of the Company, each of the persons identified above having the right
to designate directors will be entitled to at least proportionate representation
(and in any event not less than one) on any committee of the board of directors
based on the composition of the board of directors.

Under the terms of the Stockholders Agreement, effective upon the closing of the
Merger, Mr. Sethi was appointed Chief Executive Officer of the Company and Mr.
Sarkar was appointed Chief Operating Officer of the Company.

                                 VOTING MATTERS

In addition to any vote or consent of the Company's board of directors or its
stockholders required by law or the Company's certificate of incorporation, the
affirmative vote of either the Class B Director or the Class C Director, which
affirmative vote shall not be unreasonably or improperly withheld, will be
necessary for authorizing, effecting or validating any of the following actions,
but such necessary approval shall not relieve any such director from his
fiduciary duties to the Company:

o    (A) an increase or decrease in the authorized capital of the Company or any
     Company subsidiary, including the splitting, combination, or subdivision of
     any capital stock, (B) the creation or authorization of any class of
     capital stock, (C) the issuance of any additional shares of capital stock
     of the Company or any Company subsidiary, or rights to acquire such capital
     stock, (D) the repurchase or redemption of any shares of such capital
     stock, or (E) the declaration or payment of any dividend in respect of such
     capital stock, whether such dividend is payable in cash, shares of capital
     stock or other property;

o    the hiring by the Company or any Company subsidiary of any chief executive
     officer, chief financial officer, chief operating officer or chief
     technology officer, or the entering into or amendment of any employment or
     severance agreement or any change of control agreement with any such
     officer;

o    the sale, lease, transfer or other conveyance (including pledging or
     allowing a lien to exist), in a single transaction or related series of
     transactions, of all or substantially all of the consolidated assets of the
     Company and its subsidiaries;

o    the consolidation or merger of the Company with, or permitting any Company
     subsidiary to consolidate or merge with, any person;

o    the taking or institution of any proceedings relating to the bankruptcy or
     the dissolution, liquidation or winding-up of Company, or permitting any
     Company subsidiary to take or institute any proceedings relating to the
     bankruptcy or the dissolution, liquidation or winding-up of such
     subsidiary;

o    the entering into by the Company or any Company subsidiary of any material
     transaction with any of their officers, directors or affiliates except
     transactions (x) entered into in the ordinary course of business in good
     faith, (y) on fair and reasonable terms no less favorable to the Company or
     its


                                       30


<PAGE>


     subsidiary than it would obtain in a comparable arm's length transaction
     with a person not an affiliate and (z) the terms of which have been
     previously disclosed to the Class B Director;

o    the acquisition by the Company or any Company subsidiary, in one
     transaction or a series of related transactions, and by means of a merger,
     consolidation or otherwise, of any capital stock, other equity interest
     (with economic, voting, or other beneficial interests) or assets of, or any
     direct or indirect ownership of, any person, or any investments, loans,
     advances or extensions of credit to any person, or the creation of any
     subsidiary in which the Company has an economic interest;

o    except as expressly contemplated by the Stockholders Agreement, any
     amendment of the Company's certificate of incorporation or by-laws, or the
     filing of any resolution of the board of directors with the Secretary of
     State of the State of Delaware containing any provisions that would
     adversely affect or otherwise impair the rights of the holders of the
     Company Common Stock or would be inconsistent with the provisions of the
     stockholders agreement;

o    any direct or indirect borrowing or incurrence of, or agreement to borrow
     or incur, any indebtedness or liability for borrowed money or guarantee
     such indebtedness, or any agreement to become contingently liable, by
     guaranty or otherwise, for the obligations or indebtedness of any person,
     or making or committing to make any loans, advances or capital
     contributions to, or investments in, any person or to any other person, or
     the refinancing or restructuring of any existing loan, not including (i)
     the incurrence of trade indebtedness or contingent liabilities in the
     ordinary course of business, and (ii) the making of bank deposits and other
     investments in marketable securities and cash equivalents in the ordinary
     course of business and consistent with past practice; and

o    the entering into, or permitting any Company subsidiary to enter into, any
     agreement to do or effect any of the foregoing.

                                 BOARD MEETINGS

The Company's board of directors will hold, during the term of the Stockholders
Agreement, regularly scheduled, in-person meetings no less frequently than six
times per year.

                      CERTIFICATE OF INCORPORATION; BYLAWS

The Company and the Stockholders will take all lawful action necessary to ensure
at all times that the certificate of incorporation and by-laws of the Company
are not inconsistent with the provisions of the Stockholders Agreement or the
transactions contemplated by the Stockholders Agreement.

                                   TERMINATION

The above described provisions of the Stockholders Agreement will terminate on
the earliest to occur of the following:

o    the bankruptcy or dissolution of SVT,

o    immediately prior to the consummation of a merger, consolidation,
     reorganization or other business combination of SVT which results in the
     transfer of more than 50% of the voting securities of SVT or the sale of
     all or substantially all of the assets of SVT,

o    any single Stockholder becoming the owner of all the SVT common stock, or

o    February 1, 2012.

During 2002, both the Class B and Class C directors, namely Messrs. Wasik and
Carozza, resigned from the Company's board of directors effective May and June,
2002, respectively. In addition, also in June 2002, one Class A director, Jack
Kemp, resigned from the Company's board of directors, citing his


                                       31


<PAGE>


inability to continue as an outside director for a large number of boards and
his lack of time to devote to attending board meetings of SVT and other Company
matters in addition to his other activities. Mr. Bhatiani was unanimously
elected as a Class A director, effective June 2002.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of the Company's
outstanding shares of Common Stock (collectively, "Section 16 Persons"), to file
initial reports of ownership and reports of changes in ownership with the
Commission. Section 16 Persons are required by Commission regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
its review of the copies of such forms received by it, or written
representations from certain Section 16 Persons that all Section 16(a) reports
required to be filed for such persons had been filed, the Company believes that
during fiscal year 2002 the Section 16 Persons complied with all Section 16(a)
filing requirements applicable to them.

ITEM 11.  EXECUTIVE COMPENSATION.

The following table shows compensation for services rendered to the company
during fiscal year 2002, 2001 and 2000 respectively, by the Chief Executive
Officer, Chief Operating Officer and Chief Financial Officer. Each executive
officer serves under the authority of the Board of Directors. No other executive
officer of the company received cash compensation exceeding $100,000 during
fiscal year 2002. Therefore, pursuant to applicable regulations the summary
compensation is stated in the table below.

<TABLE>
<CAPTION>

                                                     SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------------
                                             Annual Compensation Long Term Compensation
----------------------------------------------------------------------------------------------------------------------------
                                                                                   Securities
                                                                      Restricted   Underlying
                                                                      Stock          Options/                    All Other
  Name and Principal                        Bonus      Other Annual   Award(s)         SARs        LTIP        Compensation
       Position         Year     Salary      ($)       Compensation    ($)           (Note 1)     Payouts          ($)
----------------------------------------------------------------------------------------------------------------------------
<S>                      <C>     <C>        <C>             <C>            <C>          <C>         <C>            <C>
Sanjay Sethi             2002    500,000    250,000         0              0            0           0              0
Chief Executive          2001    250,000    150,000         0
   Officer               2000    121,500    200,000         0
----------------------------------------------------------------------------------------------------------------------------
Amit Sarkar              2002    250,000    125,000         0              0            0           0              0
Chief Operating          2001    100,000    100,000         0
   Officer               2000    100,000    100,000         0
----------------------------------------------------------------------------------------------------------------------------
Dhir N. Sarin            2002    54,167        0            0              0            0           0              0
Chief Finance Officer    2001    65,000        0            0
                         2000    38,750        0            0
----------------------------------------------------------------------------------------------------------------------------
Mike Bell                2002    133,000    25,000          0              0            0           0              0
Chief Finance Officer    2001       0          0            0
(Resigned effective      2000       0          0            0
   October 14, 2002)
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:

1. To date, the Company has issued no SARs.

During 2000 and 2001, the Company had only one part-time employee - Jonathan V.
Diamond, its Chairman of the Board, President and Secretary. Mr. Diamond had a
three-year employment contract dated as of March 22, 2000, under which he was
entitled to receive an annual salary of $250,000 and an annual bonus of at least
$50,000. None of this cash compensation was ultimately paid to Mr. Diamond,


                                       32


<PAGE>


and he waived payment of any such compensation in his termination agreement with
the Company, effective January 21, 2002.

No stock options were granted to or exercised by Mr. Diamond during 2001 or
2002.

Mr. Sethi has entered into an employment agreement with SVT effective as of
February 1, 2002, pursuant to which he is serving as SVT's Chief Executive
Officer for an annual base salary of $500,000. In addition, Mr. Sethi is
entitled to receive a minimum annual bonus of 50% of his base salary and an
annual performance bonus in an amount which will be based on a formula related
to SVT's operating income. Under the employment agreement, SVT's target
operating income for 2002 is $1.2 million and will increase by $100,000 per year
through the end of 2007. If SVT achieves 100% or more of its target operating
income for a specific year, Mr. Sethi would receive a performance bonus for that
year equal to 100% of his base salary plus 10% of the amount of operating income
which exceeds the target operating income. If SVT only achieves at least 80% but
less than 85% of its target operating income for a specific year, Mr. Sethi
would receive a performance bonus for that year equal to 50% of his base salary.
If SVT achieves less than 80% of its target operating income for a specific
year, Mr. Sethi would not be entitled to any performance bonus for that year
except as determined by the board of directors in its sole discretion. The
performance bonus is to be paid in addition to the minimum bonus.

The agreement will terminate on January 31, 2008, unless it is terminated
earlier in accordance with its terms. If the agreement is terminated by SVT for
cause or by Mr. Sethi without good reason, Mr. Sethi is entitled to payment of
his base salary until the date of termination. If the agreement is terminated by
SVT without cause or by Mr. Sethi with good reason, Mr. Sethi is entitled to
payment of his base salary until January 31, 2008, in the form of a lump sum
payment and any earned bonus payments until the date of termination. The
agreement also includes a gross-up provision in the event that any payments to
Mr. Sethi are deemed to be excess parachute payments taxable under section 4999
of the Internal Revenue Code. The agreement contains a non-competition
obligation for Mr. Sethi, which expires one year after the termination of his
employment. During the same period, Mr. Sethi is prohibited from recruiting or
hiring any person who was employed by SVT during the preceding three months.

Mr. Sarkar entered into an employment agreement with SanVision effective as of
January 31, 2000, which has been assumed by SVT by virtue of the Combination and
pursuant to which he is serving as SVT's Chief Operating Officer for an annual
base salary of $250,000. In addition, Mr. Sarkar is entitled to receive an
annual performance bonus in an amount to be determined by the Chief Executive
Officer of SVT, but not less than 50% of the Chief Executive Officer's
performance bonus or minimum annual bonus.

The agreement will terminate on January 31, 2006, unless it is terminated
earlier in accordance with its terms. After January 31, 2006, it will be
automatically renewed annually unless it is terminated 90 days prior to said
renewal periods. If the agreement is terminated by SVT for cause or by Mr.
Sarkar without good reason, Mr. Sarkar is entitled to payment of his base salary
until the date of termination. If the agreement is terminated by SVT without
cause or by Mr. Sarkar with good reason, Mr. Sarkar is entitled to payment of
his base salary until January 31, 2006, in the form of a lump sum payment and
any earned bonus payments until the date of termination. The agreement also
includes a gross-up provision in the event that any payments to Mr. Sarkar are
deemed to be excess parachute payments taxable under section 4999 of the
Internal Revenue Code. The agreement contains a non-competition obligation for
Mr. Sarkar, which expires one year after the termination of his employment.
During the same period, Mr. Sarkar is prohibited from recruiting or hiring any
person who was employed by SVT during the preceding three months.


                                       33


<PAGE>


DIRECTORS' COMPENSATION

In 2002, directors of the Company did not receive fees for attending board
meetings or committee meetings. Directors were and are currently reimbursed for
their out-of-pocket expenses, including travel, incurred in the performance of
their duties as directors. The compensation policy for non-employee directors is
currently under review.

In February 1998, the Company granted to each of six non-employee directors of
the Company - Clarke H. Bailey, Thomas Barnds, Thomas A. Barron, Blair W.
Effron, Peter W. Gilson and Randall A. Hack - an option entitling him to
purchase 60,000 shares of Company common stock at a price of $1.3125 per share.
These options vested in February 2000, but except for the option granted to Mr.
Gilson, they expired unexercised in 2001 as a result of the resignation from the
Company's board of directors of Messrs. Bailey, Barnds, Barron, Effron and Hack
in 2000.

On January 28, 2002, in connection with the Combination, these five expired
options were renewed, and the option granted to Mr. Gilson was modified, so that
they all will now terminate on February 5, 2008, even though all the optionees
have ceased to be directors of the Company. As a result of the Reverse Split,
each of these six options has been further modified to entitle the holder to
purchase 30,000 shares of Company common stock at a price of $2.625 per share.

STOCK INCENTIVE PLAN

Under the Company's 2000 Stock Incentive Plan (the "Stock Incentive Plan"),
8,400,000 shares of common stock are available for awards in the form of
non-qualified stock options, incentive stock options, restricted stock,
restricted stock units and other awards (collectively, "Awards"). The Stock
Incentive Plan is administered by the Company's board of directors, or at the
board's sole discretion, by a committee thereof. The Stock Incentive Plan
provides for discretionary grants of Awards to officers, directors, employees,
consultants or advisors of the Company or a subsidiary of the Company. The
board, or the designated committee thereof, has full authority to determine,
among other things, the persons to whom Awards under the plan will be made, the
number of shares of Common Stock subject to Awards, and the specific terms and
conditions applicable to Awards, and to otherwise supervise the administration
of the plan. The maximum number of shares which may be granted to any one
participant under the Stock Incentive Plan in a calendar year is 4,150,000.

There are currently 500,000 options outstanding under the Stock Incentive Plan.
Amounts of options to be issued under the Stock Incentive Plan in the future are
currently under review.


                                       34


<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

The following table and footnotes set forth information regarding the beneficial
ownership of the Company's common stock by (i) each person who is known by the
Company to own beneficially more than 5% of the Company's common stock, (ii)
each person in the group of Stockholders that are parties to the Stockholders
Agreement referred to in Item 10 of this report, (iii) each director and
executive officer of the Company, and (iv) all directors and executive officers
as a group. Currently, there are 40,725,826 shares of the Company's common stock
outstanding.

<TABLE>
<CAPTION>

                                                                          SVT COMMON STOCK (1)
                                                              -------------------------------------------
THE STOCKHOLDERS:                                              AMOUNT AND NATURE
                                                                   OF BENEFICIAL
                                                               BENEFICIAL OWNERSHIP         % OF CLASS
                                                              ----------------------   ------------------
<S>                                                            <C>                            <C>
Sanjay Sethi                                                   21,475,558                     52.73%
c/o SVT Inc.
59 John Street, Third Floor
New York, New York  10038

Fundus Inc. (2)                                                 4,090,583                     10.04
Caledonian House
GeorgeTown
Grand Cayman, Cayman Islands

CJM Associates, LLC (3)                                         2,624,998(4)                   6.45
One Morningside Drive North, Suite 200
Westport, Connecticut  06880

MCG-SVT, LLC (5)                                                2,863,408(4)                   7.03
One Morningside Drive North, Suite 200
Westport, Connecticut  06880

JNA Holdings Ltd. (6)                                           2,045,292                      5.02
17 Gr. Xenopoulou Street
P.O. Box 54425
3724 Limassol, Cyprus

Raj Janarthanan                                                 2,045,292                      5.02
225 East 95th Street, Apt. 32K
New York, New York  10128

Gregory C. Mosher                                                 811,349(4)                   1.99
c/o The Renaissance Group
5251 DTC Parkway, Suite 825
Greenwood Village, Colorado 80111

MSD Ventures, L.P. (7)                                            507,106(4)                   1.25
645 Fifth Avenue, 21st Floor
New York, New York  10022

</TABLE>

                                       35


<PAGE>


<TABLE>
<CAPTION>
                                                                          SVT COMMON STOCK (1)
                                                              -------------------------------------------
THE STOCKHOLDERS:                                              AMOUNT AND NATURE
                                                                   OF BENEFICIAL
                                                               BENEFICIAL OWNERSHIP         % OF CLASS
                                                              ----------------------   ------------------

<S>                          <C>                                  <C>                          <C>
East River Ventures II, L.P. (8)                                  507,061(4)                   1.25
645 Madison Avenue, 22nd Floor
New York, New York  10022

John A. Schneider                                                 507,061(4)                   1.25
c/o Allen & Company
711 Fifth Avenue, 9th Floor
New York, New York  10022

Andrew K. Boszhardt, Jr.                                          405,657(4)                   1.00
c/o Neuberger Berman, LLC
605 Third Avenue, 36th Floor
New York, New York  10158

Huizenga Investments Limited Partners (9)                         380,322(4)                   0.93
450 E. Las Olas Boulevard, Suite 1200
Fort Lauderdale, Florida  33301

ERV Associates II, LLC (8)                                        204,529(4)                   0.50
645 Madison Avenue, 22nd Floor
New York, New York  10022

VBM Equities, LLC                                                 152,124                      0.37
310 South Street
Morristown, New Jersey  07960

Anthony Scaramucci                                                101,410(4)                   0.25
                                                               -------------                  ------
c/o Neuberger Berman, LLC
605 Third Avenue, 36th Floor
New York, New York  10158

TOTAL STOCKHOLDERS GROUP                                       38,721,750                     95.08%
                                                               ==========                     ======

DIRECTORS AND EXECUTIVE OFFICERS:
Michael Bell (10)                                                  -0-                            -
Dhir Sarin                                                         -0-                            -
Amit Bhatiani                                                      -0-                            -
Walter A. Carozza (8)(11)                                       1,016,165(4)                   2.50%
Raj Janarthanan                                                 2,045,292                      5.02
Jack Kemp (12)                                                     -0-                            -
Amit Sarkar (6)                                                 2,045,292                      5.02
Sanjay Sethi                                                   21,475,558                     52.73
Vincent A. Wasik (5) (13)                                       2,863,408(4)                   7.02
                                                               --------------                 -----

All directors and executive officers as a group (9 persons)    29,445,715                     72.30%
                                                               ==========                     =====
</TABLE>


                                       36


<PAGE>


(1) Unless otherwise indicated in the footnotes below, all shares are
beneficially owned directly, with sole voting and dispositive power, by the
persons named in this table.

(2) Raghu Rajalingham may be deemed to be the indirect beneficial owner of, and,
subject to certain provisions of the Stockholders Agreement, to have sole voting
and dispositive power with respect to, the 4,090,583 shares of common stock held
by Fundus Inc.

(3) Christine Schneider may be deemed to be the indirect beneficial owner of,
and, subject to certain provisions of the Stockholders Agreement, to have sole
voting and dispositive power with respect to, the 2,624,998 shares of common
stock held by CJM Associates, LLC.

(4) The information in this table as to the beneficial ownership of these shares
is presented in reliance on a statement filed by the beneficial owner(s) with
the Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934.

(5) Vincent A. Wasik and Garrett Stonehouse may be deemed to be the indirect
beneficial owners of, and, subject to certain provisions of the Stockholders
Agreement, to share with each other voting and dispositive power with respect
to, the 2,863,408 shares of common stock held by MCG-SVT, LLC.

(6) Amit Sarkar and his wife Sheila Christopherson may be deemed to be the
indirect beneficial owners of, and, subject to certain provisions of the
Stockholders Agreement, to share with each other voting and dispositive power
with respect to, the 2,045,292 shares of common stock held by JNA Holdings Ltd.
Ms. Christopherson may be deemed to control JNA Holdings Ltd. by virtue of her
being an officer of JNA Holdings Ltd. and its sole shareholder. Mr. Sarkar
disclaims any control of JNA Holdings Ltd. or beneficial ownership of the
2,045,292 shares of common stock held by JNA Holdings Ltd.

(7) DRT Capital, L.L.C. may be deemed to be the indirect beneficial owner of,
and, subject to certain provisions of the Stockholders Agreement, to have sole
voting and dispositive power with respect to, the 507,106 shares of common stock
held by MSD Ventures, L.P.

(8) Walter A. Carozza may be deemed to be the indirect beneficial owner of, and,
subject to certain provisions of the Stockholders Agreement, to have sole voting
power with respect to, the 507,061 shares of common stock held by East River
Ventures II, L.P. and the 204,529 shares of common stock held by ERV Associates
II, LLC, as well as an additional 304,575 shares of common stock held by
Equities Holdings, LLC, which is not a party to the Stockholders Agreement.

(9) H. Wayne Huizenga may be deemed to be indirect beneficial owner of, and,
subject to certain provisions of the Stockholders Agreement, to have sole voting
and dispositive power with respect to, the 380,322 shares of common stock held
by Huizenga Investments Limited Partnership.

(10) Michael Bell resigned as an executive officer of the Company effective
October 2002.

(11) Walter A. Carozza resigned as a director of the Company effective June
2002.

(12) Jack Kemp resigned as a director of the Company effective June 2002.

(13) Vincent A. Wasik resigned as a director of the Company effective May 2002.

With regard to the securities authorized for issuance under the Company's equity
compensation plans, please see "Item 5--Market for Registrant's Common Equity
and Related Stockholder Matters" above.


                                       37


<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

ERV Associates II, LLC, an entity affiliated with Walter A. Carozza, a director
of SVT from April 2000 to June 2002, was retained to provide consulting services
to SanVision related to capital raising and new business development and for
services related to the Combination with SWWT. As consideration for the
consulting services, SanVision issued to ERV Associates II, LLC 206,120
restricted shares of SanVision common stock, which were converted in the Merger
into 204,529 shares of SVT common stock and which are subject to certain resale
restrictions set forth in the Stockholders Agreement. See Item 10 of this
report.

Jonathan V. Diamond, the Chairman of the Board, President, Chief Executive
Officer and Secretary of SWWT until January 21, 2002, held 83,355 restricted
shares of SWWT's series B preferred stock, which were subject to vesting over a
three-year period commencing April 30, 2000 and, with respect to the unvested
shares, to repurchase by SWWT in certain events. These shares were issued to Mr.
Diamond by SWWT in exchange for shares of E-Newco common stock purchased by Mr.
Diamond on April 8, 2000, for an aggregate purchase price of $410,955, under the
terms of a restricted stock purchase agreement and an accompanying promissory
note receivable with E-Newco.

SWWT assumed this promissory note in connection with its issuance of the
restricted shares of series B preferred stock. In connection with Mr. Diamond's
resignation, SWWT repurchased Mr. Diamond's 83,355 shares of series B preferred
stock in consideration for the cancellation of all outstanding principal and
interest obligations under the promissory note, which obligations then totaled
$456,487. These shares were retired immediately after the repurchase date.

As discussed above in "Item 3 - Legal Proceedings," SVT is currently engaged in
litigation with Velocity Express Corporation ("Velocity") with regard to certain
agreements entered into by SVT and Velocity in October 2001. SVT is seeking the
payment of approximately $2.5 million for services performed, as well as
litigation costs and expenses, and interest. The chairman of the board of
Velocity is Vincent A. Wasik, a member of the board of directors of the Company
from February 2002 to May 2002. In addition, Walter A. Carozza, a member of the
board of directors of SVT from April 2000 to June 2002, is the brother-in-law of
Alex Paluch, a member of the board of directors of Velocity and of its
Technology Committee.

ITEM 14.  CONTROLS AND PROCEDURES

                EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within 90 days prior to the filing date of this Annual Report on Form 10-K, the
Company carried out an evaluation, under the supervision and with the
participation of our management, including the Company's chief executive officer
and the chief financial officer, of the effectiveness of the design and
operation of the Company's "disclosure controls and procedures" (as defined in
the Securities Exchange Act of 1934 ("Exchange Act"), Rules 13a-14(c) and
15d-14(c), and as generally defined below). Based on this evaluation, the
Company's chief executive officer and chief financial officer have concluded
that as of the date of the evaluation, the Company's disclosure controls and
procedures are effective to ensure that all material information required to be
filed in this report has been made known to them.


                                       38


<PAGE>


                          CHANGES IN INTERNAL CONTROLS

As of the date of this report there have been no significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of the Company's most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Disclosure controls and procedures are those controls and other procedures that
are designed with the objective of ensuring that information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company's management, including the
Company's principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.

The Company's management, including the Chief Executive Officer and Chief
Financial Officer, does not expect that the Company's disclosure controls will
prevent all error and uncover all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system necessarily reflects the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion or two or more people, or by management override of the
control. The design of any system of controls is also based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate.


                                       39


<PAGE>


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

Documents filed as part of this Report:

The index to the financial statements included herein appears in Item 8 of this
report.

All financial statement schedules are omitted because they are not required or
are inapplicable, or the information has been included elsewhere in the
financial statements or notes thereto.

                              REPORTS ON FORM 8-K:

During the fourth quarter of fiscal year 2002, the Company filed a Current
Report on Form 8-K, dated November 19, 2002, discussing under Item 5 thereto the
termination of Michael Bell as the Company's Chief Financial Officer, and a
Separation Agreement dated October 21, 2002, between Mr. Bell and the Company
with respect thereto. This Current Report on Form 8-K also discussed the
appointment of Dhir Sarin as the Company's new Vice President and Chief
Financial Officer, the appointment of Sanjay Sethi as the Chairman of the Board
of Directors and Chief Executive Officer of the Company, and the appointment of
Amit Sarkar as the President, Chief Operating Officer and Secretary of the
Company.

                                    EXHIBITS:

The index of exhibits to this report appears after the signature pages below.


                                       40


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                    SVT, INC.

Date: April 15, 2003

                                            By: /s/ Sanjay Seth
                                                --------------------------------
                                                Sanjay Sethi
                                                Chairman of the Board, and
                                                Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on April 15, 2003, by the following persons on behalf of
the registrant and in the capacities indicated.

SIGNATURE                                   CAPACITIES
/s/Sanjay Sethi                             Chairman of the Board,
---------------
Sanjay Sethi                                Chief Executive Officer and Director

/s/Dhir Sarin                               Vice President and Chief Financial
---------------                             Officer
Dhir Sarin

/s/Amit Bhatiani                            Director
---------------
Amit Bhatiani

/s/Raj Janarthanan                          Director
---------------
Raj Janarthanan

/s/Amit Sarkar                              Director, President, Chief Operating
---------------                             Officer and Secretary
Amit Sarkar


                                       41


<PAGE>


                                 CERTIFICATIONS

I, Sanjay Sethi, Chief Executive Officer of SVT, Inc., certify that:

1.   I have reviewed this annual report on Form 10-K of SVT, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  April 15, 2003                                /s/ Sanjay Sethi
                                                     --------------------------
                                                     Sanjay Sethi
                                                     Chief Executive Officer


                                       42


<PAGE>


                                 CERTIFICATIONS

I, Dhir Sarin, Chief Financial Officer of SVT, Inc., certify that:

1.   I have reviewed this annual report on Form 10-K of SVT, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  April 15, 2003                                /s/ Dhir Sarin
                                                     ------------------------
                                                     Dhir Sarin
                                                     Chief Financial Officer


                                       43


<PAGE>


                                INDEX OF EXHIBITS

   EXHIBIT                                                   DESCRIPTION


2.1    Agreement and Plan of Merger dated as of April 14, 2000, among E-Newco,
       Inc., SWWT, Inc. and ENWC Acquisition, Inc., filed as Exhibit 2.1 to
       SWWT's Annual Report on Form 10-K for the fiscal year ended December 31,
       1999 (Commission File No. 0-25942), and incorporated herein by reference.

2.2    Second Amended and Restated Agreement and Plan of Merger dated as of
       December 18, 2001, by and among SanVision Technology Inc., SWWT, Inc. and
       E-Newco, Inc., filed as Appendix A to SWWT's definitive proxy statement
       dated January 16, 2002 (Commission File No. 0-25942), and incorporated
       herein by reference.

2.3    Stockholders Agreement dated as of January 31, 2002, by and among SWWT,
       Inc. and the parties identified in Annex A thereto, filed as Exhibit 2(b)
       to the Current Report on Form 8-K of SVT Inc. bearing cover date of
       February 1, 2002 (Commission File No. 0-25942), and incorporated herein
       by reference.

2.4    Registration Rights Agreement dated as of January 31, 2002, by and among
       SWWT, Inc. and the parties identified in Schedule A thereto, filed as
       Exhibit 2(c) to the Current Report on Form 8-K of SVT Inc. bearing cover
       date of February 1, 2002 (Commission File No. 0-25942), and incorporated
       herein by reference.

3.1    Amended and Restated Certificate of Incorporation of SVT Inc. as of
       January 31, 2002.

3.2    Certificate of Amendment to the Amended and Restated Certificate of
       Incorporation of SWWT, Inc. dated January 31, 2002, filed as Appendix B
       to SWWT's definitive proxy statement dated January 16, 2002 (Commission
       File No. 0-25942), and incorporated herein by reference.

3.3    Amended and Restated By-Laws of SVT Inc. as of August 1, 2000, filed as
       Exhibit B to SWWT's Definitive Information Statement on Schedule 14C
       dated July 10, 2000 (Commission File No. 0-25942), and incorporated
       herein by reference.

10.1*  Employment Agreement dated as of February 7, 2002, between SVT Inc. and
       Michael Bell, filed as Exhibit 10 to SVT's Quarterly Report on Form 10-Q,
       dated May 20, 2002 (Commission File No. 0-25942), and incorporated herein
       by reference.

10.2*  2000 Stock Incentive Plan, filed as Exhibit 10.4 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended December 31, 2001
       (Commission File No. 0-25942), and incorporated herein by reference.

10.3*  Employment Agreement dated as of June 1, 2002, between SVT Inc. and
       Martin Burmeister, filed as Exhibit 10 to SVT's Quarterly Report on Form
       10-Q, dated August 19, 2002 (Commission File No. 0-25942), and
       incorporated herein by reference.

10.4*  Separation Agreement, dated October 21, 2002, between SVT Inc. and
       Michael Bell.

16.1   Letter from Ernst & Young LLP regarding change in certifying accountant,
       filed as Exhibit 16 to SVT's Current Report on Form 8-K/A, dated March 4,
       2002 (Commission File No. 0-25942), and incorporated herein by reference.

21     Subsidiaries of SVT Inc.

99.1   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Sec. 1350

99.2   Certification of Chief Financial Officer Pursuant to 18 U.S.C Sec. 1350

99.3   Form of Director's Stock Option Agreement, filed as Exhibit 99(a) to
       SVT's Registration Statement on Form S-2, dated April 30, 2002
       (Commission File No. 0-25942), and incorporated herein by reference.

99.4   Letters dated January 28, 2002, from SVT Inc. to each of Clarke H.
       Bailey, Thomas Barnds, Thomas A. Barron, Blair W. Effron, Peter W. Gilson
       and Randall A. Hack, filed as Exhibit 99(b) to SVT's Registration
       Statement on Form S-2, dated April 30, 2002 (Commission File No.
       0-25942), and incorporated herein by reference.


                                       44


<PAGE>


99.5   Form of First Amendment, effective January 24, 2000, to each of the
       Directors' Stock Option Agreement (Exhibit 99.3 above), filed as Exhibit
       99(c) to SVT's Registration Statement on Form S-2, dated April 30, 2002
       (Commission File No. 0-25942), and incorporated herein by reference.

99.6   Letter of SVT, Inc. to the Securities and Exchange Commission regarding
       Arthur Andersen LLP, dated April 10, 2002, filed as Exhibit 99 to SVT's
       Annual Report on Form 10-K, for the fiscal year ended December 31, 2001
       (Commission File No. 0-25942), and incorporated herein by reference.

99.7   Press Release of SVT, Inc., dated February 4, 2002, filed as Exhibit 99
       to SVT's Current Report on Form 8-K, dated February 5, 2002 (Commission
       File No. 0-25942), and incorporated herein by reference.

       *A management contract or compensatory plan or arrangement.


                                       45
<PAGE>

                             SVT INC. & SUBSIDIARIES

                                  - CONTENTS -

                                                                         PAGE(S)

Report of Independent Public Accountants                                   F-2

Report of Predecessor Independent Auditors                                 F-3

Consolidated Balance Sheets as of December 31, 2002 and 2001               F-4

Consolidated Statements of Operations for the years ended
December 31, 2002, 2001 and 2000                                           F-5

Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2002, 2001 and 2000                                     F-6

Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000                                           F-7

Notes to Consolidated Financial Statements                                 F-8



                                     F - 1


<PAGE>


                         INDEPENDENT ACCOUNTANTS' REPORT

To The Stockholders
SVT Inc & Subsidiaries
New York, NY

We have audited the accompanying consolidated balance sheet of SVT Inc. and
Subsidiaries as of December 31, 2002 and the related consolidated statements of
operations, stockholders' equity and cash flow for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

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

                                                   _____________________________
                                                   LAZAR LEVINE & FELIX LLP

New York, NY
March 11, 2003



                                      F-2
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To SanVision Technology Inc.:

We have audited the accompanying consolidated balance sheets of SanVision
Technology Inc. (a New Jersey corporation) and subsidiaries as of December 31,
2000 and 2001, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SanVision Technology
Inc. and subsidiaries as of December 31, 2000 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States.

                                                 /s/ Arthur Andersen LLP

Philadelphia, Pennsylvania
March 22, 2002


THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH SANVISION TECHNOLOGY INC. AND SUBSIDIARIES' FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001. THIS AUDIT REPORT HAS NOT BEEN
REISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION WITH THIS FILING ON FORM 10-K.


                                      F-3
<PAGE>


                            SVT INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                               2002                 2001
                                                                                          -------------        -------------
                                     ASSETS

   CURRENT ASSETS:
<S>                                                                                       <C>                  <C>
        Cash and cash equivalents                                                         $   2,106,778        $     526,076
        Accounts receivable, net of allowance of $100,000 and $50,000                         2,270,573            5,368,383
        Deferred income taxes                                                                 1,364,000              577,535
        Income tax refund receivable                                                            864,000                    -
        Due from stockholder                                                                  -                       86,508
        Other current assets                                                                    127,064              452,330
                                                                                          -------------        -------------
   TOTAL CURRENT ASSETS                                                                       6,732,415            7,010,832

   PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
    DEPRECIATION OF $191,005 AND $128,459                                                       318,817              138,028

   OTHER ASSETS

        Goodwill, net                                                                         -                    1,061,056
        Intangible assets, net                                                                -                    1,772,222
        Deposit on acquisition                                                                -                      800,000
        Other long-term assets                                                                   72,396               93,151
                                                                                          -------------        -------------
   TOTAL ASSETS                                                                           $   7,123,628        $  10,875,289
                                                                                          =============        =============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

   CURRENT LIABILITIES:

        Accounts payable                                                                  $     721,856        $   1,062,792
        Accrued expenses                                                                      2,901,685            2,854,383
        Line of credit                                                                           -                    51,614
        Other liabilities                                                                         5,201                -
                                                                                          -------------        -------------
   TOTAL CURRENT LIABILITIES                                                                  3,628,742            3,968,789
                                                                                          -------------        -------------

        Deferred income taxes                                                                   160,444            2,050,421
                                                                                          -------------        -------------
   COMMITMENTS AND CONTINGENCIES

   STOCKHOLDERS' EQUITY:

        Preferred stock, $.001 par value, 20,000,000 shares authorized, no shares
          issued or outstanding                                                                  -                     -
        Common stock, $.001 par value, 100,000,000 shares authorized, 40,725,826
          and 29,887,454 shares issued and outstanding for 2002 and 2001,
          respectively                                                                           40,726               29,887
        Additional paid-in capital                                                           26,319,706              700,613
        Cumulative translation adjustments                                                     (170,351)            (163,840)
        Retained (deficit) earnings                                                         (22,855,639)           4,289,419
                                                                                          -------------        -------------
   TOTAL STOCKHOLDERS' EQUITY                                                                 3,334,442            4,856,079
                                                                                          -------------        -------------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $   7,123,628        $  10,875,289
                                                                                          =============        =============

</TABLE>

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


                                      F-4
<PAGE>


                            SVT INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                             2002                  2001                 2000
                                       --------------         -------------       --------------
<S>                                    <C>                    <C>                 <C>
   REVENUES                            $   17,625,283         $  23,983,485       $   26,394,191

   COST OF REVENUES                        12,367,842            17,643,151           19,266,748
                                       --------------         -------------       --------------
   GROSS PROFIT                             5,257,441             6,340,334            7,127,443

   OPERATING EXPENSES:
        General and
          administrative
          expenses                          7,948,225             3,658,506            3,099,730
        Goodwill impairment                 1,548,947                 -                   -
        Intangibles impairment              1,740,957                 -                   -
        Stock option compensation
          expense                           6,125,000                 -                   -
        Merger related costs and
          expenses                         18,687,418                 -                   -
                                       --------------         -------------       --------------
   OPERATING (LOSS) INCOME                (30,793,106)            2,681,828            4,027,713

   OTHER INCOME (EXPENSES)

        Grant income                          150,000                 -                   -
        Investment write-off                 (250,000)                -                   -
        Interest income                        12,250                34,570               28,188
        Interest expense                       (8,042)              (73,388)             (32,991)
                                       --------------         -------------       --------------
   (LOSS) INCOME
    BEFORE INCOME
    TAXES                                 (30,888,898)            2,643,010            4,022,910
        Income tax (benefit)
          provision                        (3,743,840)            1,224,379            1,842,935
                                       --------------         -------------       --------------

   NET (LOSS) INCOME                   $  (27,145,058)        $   1,418,631       $    2,179,975
                                       ==============         =============       ==============
      Basic and diluted earnings
        per share                      $       (0.68)         $       0.05        $        0.07
                                       ==============         =============       ==============
      Basic and diluted weighted
        average shares outstanding         40,204,697            29,887,454           29,887,454
                                       ==============         =============       ==============

</TABLE>


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


                                      F-5
<PAGE>


                            SVT INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                         ACCUMULATED
                                                                          ADDITIONAL       OTHER          RETAINED
                                                   COMMON STOCK             PAID-IN     COMPREHENSIVE     EARNINGS
                                               SHARES         AMOUNT        CAPITAL     INCOME (LOSS)     (DEFICIT)         TOTAL
                                             ----------    ----------    -----------    ------------    ------------   ------------
<S>               <C>                        <C>           <C>           <C>            <C>             <C>            <C>
BALANCE, JANUARY 1, 2000
   (Retroactively restated)                  29,887,454    $    2,500    $     -        $      -        $    690,813   $    693,313
Transfer of common stock deemed as
   capital contribution by majority
   stockholder                                  -              27,387        700,613           -                -           728,000
Comprehensive income:
Foreign currency translation
   adjustments                                  -               -              -             20,661             -            20,661
Net income                                      -               -              -                -          2,179,975      2,179,975
                                             ----------    ----------    -----------    -----------     ------------   ------------
BALANCE, DECEMBER 31, 2000                   29,887,454        29,887        700,613         20,661        2,870,788      3,621,949
Comprehensive income:
Foreign currency translation
   adjustments                                  -               -              -           (184,501)            -          (184,501)
Net income                                      -               -              -                -          1,418,631      1,418,631
                                             ----------    ----------    -----------    -----------     ------------   ------------
BALANCE, DECEMBER 31, 2001                   29,887,454        29,887        700,613       (163,840)       4,289,419      4,856,079
Stock issuance in connection with
   merger                                     4,702,499         4,703     18,708,445            -               -        18,713,148
Restricted stock issuance                     6,135,873         6,136        785,648                                        791,784
Option issuances                                -               -          6,125,000            -               -         6,125,000
Comprehensive income:
Foreign currency translation
   adjustments                                  -               -              -             (6,511)            -            (6,511)
Net loss                                        -               -              -                -        (27,145,058)   (27,145,058)
                                             ----------    ----------    -----------    -----------     ------------   ------------
BALANCE, DECEMBER 31, 2002                  $40,725,826    $   40,726    $26,319,706    $ (170,351)    $(22,855,639)  $  3,334,442
                                            ===========    ==========    ===========    ===========     ============   ============

</TABLE>

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


                                       F-6
<PAGE>

                            SVT INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                                   YEARS ENDED DECEMBER 31,
                                                                           2002               2001             2000
                                                                     ---------------    -------------    -------------
OPERATING ACTIVITIES:
<S>                                                                  <C>                <C>              <C>
   Net (loss) income                                                 $   (27,145,058)   $   1,418,631    $   2,179,975
   Adjustments to reconcile net income to net cash provided
     by (used in) operating activities:

     Depreciation and amortization                                           342,604          100,935           27,193
     Provision for doubtful accounts                                       2,325,335                -          398,178
     Goodwill impairment                                                   1,548,947                -                -
     Deferred income taxes                                                (2,676,442)         469,973        1,288,666
     Compensation charge for stock issuance                                6,125,000                -          728,000
     Non-cash charge for merger-related expenses                          19,207,453                -                -
     Investment write off                                                    250,000                -                -
     Intangible write off                                                  1,740,957                -                -

     Changes in assets and liabilities-
     Decrease (increase) in accounts receivable                              772,475        2,075,235       (3,402,219)
     Decrease (increase) in due from stockholder                              86,508          207,137         (293,645)
     Decrease (increase) in other current assets                             325,267         (243,843)         (81,797)
     Decrease (increase) in other assets                                    (843,245)         (22,275)         (21,459)
     (Decrease) increase in accounts payable                                (335,735)        (904,231)         707,510
     Increase (decrease) in accrued expenses                                  94,781          395,706       (1,585,718)
                                                                     ---------------    -------------    -------------
     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   1,818,847        3,497,268          (55,316)
                                                                     ---------------    -------------    -------------

INVESTING ACTIVITIES:
     Cash paid for business acquisitions, net of cash acquired                10,000       (3,206,656)              -
     Deposit paid on acquisition                                                   -         (800,000)              -
     Purchase of property and equipment                                     (204,576)         (16,581)         (82,099)
                                                                     ---------------    -------------    -------------
     NET CASH (USED IN) INVESTING ACTIVITIES                                (194,576)      (4,023,237)         (82,099)
                                                                     ---------------    -------------    -------------
FINANCING ACTIVITIES:
     Net (repayments) borrowings on line of credit                           (51,614)          39,969           11,645
                                                                     ---------------    -------------    -------------
     NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                     (51,614)          39,969           11,645
                                                                     ---------------    -------------    -------------
Effect of exchange rate changes on cash flows                                  8,045         (172,423)          20,661
                                                                     ---------------    -------------    -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       1,580,702         (658,423)        (105,109)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               526,076        1,184,499        1,289,608
                                                                     ---------------    -------------    -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                             $     2,106,778    $     526,076    $   1,184,499
                                                                     ===============    =============    =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid for interest                                          $         8,042    $      73,388    $      25,744
                                                                     ===============    =============    =============
     Cash paid for income taxes                                      $       533,000    $     640,425    $   1,182,824
                                                                     ===============    =============    =============

</TABLE>

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


                                       F-7
<PAGE>

                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 1 -         BACKGROUND:

                 SVT Inc. (SVT), formerly SWWT, Inc., is a Delaware
                 corporation which together with its wholly - owned
                 subsidiaries (see Note 2) is herein referred to as the
                 Company. The Company is an information technology
                 consulting, network, and systems management outsourcing
                 business. To date, the Company has specialized in e-commerce
                 applications and web-based systems management for the
                 financial services, insurance, media and telecommunications
                 industries.

                 On July 23, 2001, SanVision Technology Inc. (SanVision)
                 entered into a merger agreement with SWWT, Inc. under which
                 a wholly-owned subsidiary of the Company (E-Newco, Inc.) was
                 merged into SanVision and SanVision became a wholly-owned
                 subsidiary of SWWT. Under the merger agreement, SanVision
                 stockholders received 35,792,599 shares of the Company's
                 common stock in exchange for their shares of SanVision. Upon
                 completion of the transactions contemplated by the merger
                 agreement, including (A) a one-for-two reverse stock split
                 of the Company's common stock, (B) a change in the
                 conversion ratio applicable to the Company's series B
                 preferred stock into common stock from approximately
                 1-to-100 to approximately 1-to-10 and (C) the conversion of
                 all shares of Series B preferred stock into shares of common
                 stock, the Company had outstanding 40,725,826 shares of
                 common stock on an as-converted and fully diluted basis, of
                 which the former stockholders of SanVision have 87.5
                 percent.

                 On January 29, 2002, the Company's stockholders approved the
                 reverse stock split, the change in the conversion ratio of
                 the Series B preferred stock and the conversion of all
                 series B preferred stock into common stock. Effective on
                 February 1, 2002, the merger between SanVision and E-Newco
                 was completed, and on March 15, 2002, SanVision was merged
                 into the Company and ceased to exist.

                 For accounting and financial reporting purposes, SanVision
                 is the acquirer through a reverse merger. The combination of
                 SVT and SanVision was treated as an issuance of shares,
                 primarily for cash, by SanVision. The Company reflects, in
                 its consolidated financial statements, the assets and
                 liabilities of SanVision at their historical book values and
                 the tangible assets and liabilities of SWWT, Inc. at their
                 fair values. The Company has not combined the historical
                 earnings of SWWT, Inc. with those of SanVision, but reports
                 SanVision's operations through the effective date of the
                 merger.

                 The accompanying consolidated financial statements
                 retroactively reflect the above transactions as if they
                 occurred at the earliest date presented.

                 In accordance with the Securities and Exchange Commission
                 Accounting Disclosure Rules and Practices, the transaction
                 costs incurred in connection with the merger were charged
                 directly to stockholders' equity to the extent of the cash
                 received in the merger (which was equal to $785,648) and the
                 excess (which was equal to $18,687,418) has been charged to
                 merger related costs and expenses.

                 The assets, liabilities and stockholders' equity amounts
                 that were combined with SanVision as of the merger date as
                 part of the reverse merger transaction were as follows:


                                      F-8

<PAGE>

                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 1 -         BACKGROUND (CONTINUED):


<TABLE>

                                     ASSETS
<S>                                                                       <C>
                 Cash and cash equivalents                                $      785,648
                 Investment                                                      250,000
                                                                          --------------
                     Total assets                                         $    1,035,648
                                                                          ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                 Accrued expenses                                         $       73,171
                 Common Stock                                                     49,332
                 Additional paid-in capital                                      913,145
                                                                          --------------
                     Total liabilities and stockholders' equity           $    1,035,648
                                                                          ==============

</TABLE>

                 The following unaudited pro forma summary information presents
                 the consolidated results of operations as if the merger
                 between SanVision and SWWT, Inc. had occurred as of January 1,
                 2000. The unaudited pro forma summary information excludes the
                 merger related costs and expenses of $18,687,418 which was
                 recognized as of the merger date related to the issuance of
                 6,135,873 shares of the Company's common stock and other
                 professional fees related to merger expenses incurred during
                 the year ended December 31, 2002. These unaudited pro forma
                 results have been prepared for comparative purposes only and
                 do not purport to be indicative of what would have occurred
                 had the merger been completed as of January 1, 2000 or results
                 which may occur in the future.

<TABLE>
<CAPTION>
                                                                        FOR THE YEARS ENDED DECEMBER 31,
                                                               2002                   2001              2000
                                                          -------------         --------------     -------------
<S>                                                       <C>                   <C>                <C>
Revenues                                                  $  17,625,283         $   23,983,485     $  26,394,191
Gross profit                                                  5,257,441              6,340,334         7,127,443
Net (loss) income                                            (8,457,640)               326,498           676,825
Basic and diluted earnings per share                              (0.21)                  0.01              0.02

</TABLE>

                 For the period from January 1, 2002 through the merger date on
                 February 1, 2002, there was no activity and no expenses were
                 incurred by SWWT, Inc. As a result, the pro forma summary
                 information included above for the year ended December 31,
                 2002 is not impacted by the inclusion of SWWT, Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         (A)     PRINCIPLES OF CONSOLIDATION:

                 The accompanying consolidated financial statements include
                 the accounts of SVT Inc., Apex (India) Private Ltd. and its
                 subsidiaries, Wave Infotech (Private) Ltd. and Euro Teck
                 (U.K.) Private Ltd., SVT Cayman, Inc. and SanVision
                 Technologies Canada Inc., the Company's wholly-owned
                 subsidiaries. All material intercompany balances and
                 transactions have been eliminated in consolidation.


                                      F-9
<PAGE>


                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         (B)     REVENUE RECOGNITION AND CUSTOMER CONCENTRATION:

                 Historically, the Company's revenue from consulting services
                 have been generated under time and materials contracts.
                 Revenue from consulting services that are billed on a time and
                 materials basis is recognized in the period during which the
                 services are provided. The Company, from time to time, entered
                 into contracts based on a fixed fee amount. Revenue from the
                 fixed fee contracts are recognized using a percentage of
                 completion method based on the total costs incurred to date
                 compared to the total costs to be incurred for the contracts.

                 The majority of the Company's services are performed for large
                 companies located in the New York City area. Revenues from the
                 Company's three largest customers represent approximately 71
                 percent of total revenues (32 percent, 26 percent and 13
                 percent, respectively) for the year ended December 31, 2002,
                 the two largest customers represent approximately 65 percent of
                 total revenues (39 percent and 26 percent, respectively) for
                 the year ended December 31, 2001 and the two largest customers
                 represent approximately 74 percent of total revenues (54
                 percent and 20 percent, respectively) for the year ended
                 December 31, 2000. The total accounts receivable from these
                 customers as of December 31, 2002, 2001 and 2000 was $1,295,692
                 ($295,800, $0 and $999,892, respectively), $2,407,594
                 ($1,045,489 and $1,362,105, respectively) and $6,226,829
                 ($5,258,113 and $968,716, respectively). The customer, who
                 represents 26 percent of the Company's total revenue for 2002,
                 is in dispute with the Company (see Note 13(c)). The accounts
                 receivable balance of $2,260,011 due from this customer as of
                 December 31, 2002 has been written off due to this dispute and
                 the fact that management believes the customer does not have
                 the ability to pay this amount.

         (C)     SEGMENT DISCLOSURES:

                 For purposes of Statement of Financial Accounting Standards
                 (SFAS) No. 131, "Disclosures about Segments of an Enterprise
                 and Related Information," management believes that the Company
                 operates in one segment.

                 For the years ended December 31, 2002, 2001 and 2000, all of
                 the Company's revenues are attributed to customers in the
                 United States and the United Kingdom. As of December 31, 2002
                 and 2001 a total of approximately $108,000 and $3,709,000 of
                 long-lived assets, the majority of which relate to the 2001
                 acquisitions (see Note 3), were recorded in the Company's
                 subsidiary in India and its subsidiary in the United Kingdom.

         (D)     CASH AND CASH EQUIVALENTS:

                 For purposes of the statements of cash flows, the Company
                 considers all highly liquid debt instruments purchased with an
                 original maturity of three months or less to be cash
                 equivalents.

         (E)     CONCENTRATION OF CREDIT RISK:

                 Financial instruments that potentially subject the Company to
                 concentration of credit risk are accounts receivable and cash.
                 The Company's customer base principally comprises companies
                 within the financial services industry and to a lesser extent
                 the insurance, media and telecommunications and other
                 industries. The Company does not require collateral from its
                 customers.



                                      F-10
<PAGE>


                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

                 The Company maintains, at times, deposits in federally insured
                 financial institutions in excess of federally insured limits.
                 Management attempts to monitor the soundness of the financial
                 institutions and believes the Company's risk is negligible.

         (F)     PROPERTY AND EQUIPMENT:

                 Property and equipment are recorded at cost. Significant
                 improvements are capitalized and expenditures for maintenance
                 and repairs are charged to expense as incurred. Upon the sale
                 or retirement of these assets, the cost and related
                 accumulated depreciation are removed from the accounts and any
                 gain or loss is included in income.

                 Depreciation is provided using the straight-line method
                 based on the estimated useful lives of the assets as
                 follows:

                           Equipment                          5 years
                           Automobiles                        5 years
                           Furniture and fixtures             7 years

         (G)     FAIR VALUE OF FINANCIAL INSTRUMENTS:

                 The Company's financial instruments consist primarily of cash
                 and cash equivalents, accounts receivable and accounts
                 payable. The book values of cash and cash equivalents,
                 accounts receivable and accounts payable are considered to be
                 representative of their respective fair values.

         (H)     CURRENCY TRANSLATION:

                 The accounts of the Company's international subsidiaries are
                 translated in accordance with SFAS No. 52, "Foreign Currency
                 Translation", which requires that assets and liabilities of
                 international operations be translated using the exchange rate
                 in effect at the balance sheet date, and that the results of
                 operations be translated at average exchange rates during the
                 period. The effects of exchange rate fluctuations in
                 translating assets and liabilities of international operations
                 into U.S. dollars are accumulated and reflected in cumulative
                 translation adjustments included in stockholders' equity. The
                 effects of exchange rate fluctuations in translating the
                 foreign currency transactions are included in general and
                 administrative expenses. There were no material transaction
                 gains or losses related to the foreign currency transactions
                 in the accompanying Consolidated Statements of Operations.

         (I)     INCOME TAXES:

                 The Company accounts for income taxes under SFAS No. 109,
                 "Accounting for Income Taxes". SFAS No. 109 requires the asset
                 and liability method of accounting for deferred income taxes.
                 Deferred tax assets and liabilities are determined based on
                 the difference between the financial statement and tax bases
                 of assets and liabilities. Deferred tax assets or liabilities
                 at the end of each period are determined using the tax rate
                 expected to be in effect when taxes are actually paid or
                 recovered.


                                      F-11
<PAGE>

                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         (J)     EARNINGS PER SHARE:

                 The Company utilizes SFAS No. 128, "Earnings Per Share," to
                 compute earnings per share. SFAS No. 128 requires dual
                 presentation of basic and diluted earnings per share (EPS) for
                 complex capital structures on the statements of operations.
                 Basic EPS is computed by dividing net income by the
                 weighted-average number of common shares outstanding for the
                 period. Diluted EPS reflects the potential dilution from the
                 exercise or conversion of other securities into common stock
                 unless they are anti-dilutive.

                 The Company had no dilutive other securities for the years
                 ended December 31, 2000 and 2001 and for the year ended
                 December 31, 2002, the dilutive impact of outstanding stock
                 options was not included in diluted EPS as it would be
                 anti-dilutive.

<TABLE>
<CAPTION>
                                                                                  FOR THE YEARS ENDED DECEMBER 31,
                                                                          2002                2001                   2000
<S>                                                               <C>                    <C>                     <C>
                 Net loss (income) - basic and diluted            $    (27,145,058)      $     1,418,631         $     2,179,975
                                                                  ================       ===============         ===============
                 Weighted average shares outstanding -
                 basic                                                  40,204,697            29,887,454              29,887,454
                 Impact of stock options and warrants                         -                     -                      -

                 Weighted average shares outstanding -
                 diluted                                                40,204,697       $    29,887,454              29,887,454
                 Earnings per share - basic                       $          (0.68)                 0.05         $          0.07
                 Earnings per share - diluted                     $          (0.68)      $          0.05         $          0.07

</TABLE>

         (K)     ACCUMULATED OTHER COMPREHENSIVE INCOME:

                 SFAS No. 130, "Reporting Comprehensive Income," established
                 the concept of comprehensive income. Comprehensive income is
                 defined as net income plus revenues, expenses, gains and
                 losses that, under accounting principles generally accepted in
                 the United States, are excluded from net income. The Company's
                 accumulated other comprehensive income is comprised of
                 unrealized gains and losses from foreign currency translation
                 adjustments and is presented in the consolidated statements of
                 stockholders' equity.

                 Other comprehensive (loss) income is calculated as follows:

<TABLE>
<CAPTION>
                                                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                                         2002                   2001              2000
                                                                  ----------------       ---------------    --------------
<S>                                                               <C>                    <C>                <C>
                 Net (loss) income                                $    (27,145,058)      $     1,418,631    $    2,179,975
                 Other comprehensive (loss) income
                 Unrealized (loss) gain from foreign currency
                   translation adjustments                                  (6,511)             (184,501)           20,661
                                                                  ----------------       ---------------    --------------
                 Comprehensive (loss) income                      $    (27,151,569)      $     1,234,130    $    2,200,636
                                                                  ================       ===============    ==============

</TABLE>


                                      F-12
<PAGE>


                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000

NOTE   2   -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         (L)     USE OF ESTIMATES:

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

         (M)     NEW ACCOUNTING PRONOUNCEMENTS:

                 In June 2001, the Financial Accounting Standards Board (FASB)
                 issued SFAS No. 141, "Business Combinations." SFAS No. 141
                 eliminates the use of the pooling-of-interests method of
                 accounting for business combinations and establishes the
                 purchase method of accounting as the only acceptable method on
                 all business combinations initiated after June 30, 2001.

                 In June 2001, the FASB issued SFAS No. 142, "Goodwill and
                 Other Intangible Assets." This statement modifies existing
                 generally accepted accounting principles related to the
                 amortization and impairment of goodwill and other intangible
                 assets. Upon adoption of the new standard, goodwill, including
                 goodwill associated with equity method investments, will no
                 longer be amortized. In addition, goodwill, other than
                 goodwill associated with equity method investments, must be
                 assessed at least annually for impairment using a fair-value
                 based approach. The provisions of this statement are required
                 to be adopted as of the beginning of the first fiscal year
                 after December 15, 2001. Impairment losses that arise due to
                 the initial application of this statement are to be reported
                 as a cumulative effect of change in accounting principle.

                 In order to complete the transitional assessment of goodwill
                 as required by SFAS No. 142, the Company was required to
                 determine by the end of the second quarter of 2002 the fair
                 value of its reporting units and compare it to the reporting
                 units' carrying amount. To the extent a reporting units'
                 carrying amount exceeds its fair value, an indication exists
                 that the reporting units' goodwill assets may be impaired and
                 the Company must perform the second step of the transitional
                 impairment test.

                 In the second step, the Company must compare the implied fair
                 value of the reporting units' goodwill, determined by
                 allocating the reporting units' fair value to all of its
                 assets and liabilities in a manner similar to a purchase price
                 allocation in accordance with SFAS No. 141, to its carrying
                 amount, both of which would be measured as of the date of
                 adoption. This second step is required to be completed as soon
                 as possible, but no later than the end of 2002.

                 Any transitional impairment charge will be recognized as the
                 cumulative effect of a change in accounting principle in the
                 Company's consolidated statement of operations. As of June 30,
                 2002, the Company has determined that the fair value of its
                 reporting units exceeds the reporting units' carrying amounts
                 and therefore, goodwill is not impaired. The required
                 continued impairment tests of goodwill may result in future
                 period write-downs. During the third quarter of 2002, several
                 factors including the continued sluggish economic climate, the
                 potential loss of a major client and the lack of customer
                 capital expenditure on software development, led the Company
                 to take a complete impairment write-down of $1,548,947.


                                      F-13
<PAGE>

                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000

NOTE   2   -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

        (M)      NEW ACCONTING PRONOUNCEMENTS (CONTINUED):

                 No goodwill amortization was recorded for the year ended
                 December 31, 2001 since there was no goodwill recorded by the
                 Company prior to the acquisition, which took place in December
                 2001 after the adoption of SFAS 142 (see Note 3) and therefore
                 no pro-forma disclosures are required. As of December 31,
                 2002, the net book value for goodwill was $0.

                 In August 2001, the FASB issued SFAS No. 144, "Accounting for
                 the Impairment or Disposal of Long-Lived Assets". The
                 statement supersedes both SFAS No. 121 and the provisions of
                 Accounting Principles Board Opinion No. 30 that are related to
                 the accounting and reporting for the disposal of a segment of
                 a business. SFAS No. 144 establishes a single accounting
                 model, based on the framework established in SFAS No. 121, for
                 long-lived assets to be disposed of by sale. This statement
                 retains most of the requirements in SFAS No. 121 related to
                 the recognition of impairment of long-lived assets to be held
                 and used.

                 However, SFAS No. 144 eliminates the requirement to allocate
                 goodwill to long-lived assets to be tested for impairment.
                 Instead, as previously mentioned, beginning in 2002 the
                 Company will test the impairment of its goodwill under the
                 provisions of SFAS No. 142. SFAS No. 144 is effective for
                 fiscal years beginning after December 15, 2001. The adoption
                 of this statement will not materially impact its financial
                 position, cash flows or results of operations.

                 On July 30, 2002, the FASB issued Statement of Financial
                 Accounting Standards No. 146, "Accounting for Costs Associated
                 with Exit or Disposal Activities" ("SFAS 146"), that is
                 applicable to exit or disposal activities initiated after
                 December 31, 2002. This standard requires companies to
                 recognize costs associated with exit or disposal activities
                 when they are incurred rather than at the date of a commitment
                 to an exit or disposal plan. This standard does not apply
                 where SFAS 144 is applicable. This new standard does not have
                 any current impact on the Company's operating results and
                 financial position.

                 On December 31, 2002, the FASB issued Statement of Financial
                 Accounting Standards No. 148, "Accounting for Stock-Based
                 Compensation-Transition and Disclosure" ("SFAS 148"), that is
                 applicable to financial statements issued for fiscal years
                 ending after December 15, 2002. In addition, interim
                 disclosure provisions are applicable for financial statements
                 issued for interim periods beginning after December 15, 2002.
                 This standard amends SFAS 123 and provides guidance to
                 companies electing to voluntarily change to the fair value
                 method of accounting for stock-based compensation. In
                 addition, this standard amends SFAS 123 to require more
                 prominent and more frequent disclosures in financial
                 statements regarding the effects of stock-based compensation.
                 This new standard does not have any current impact on the
                 Company's operating results and financial position.

         (N)     RECLASSIFICATION:

                 Certain reclassifications have been made to the prior year
                 financial statements to conform to the current year
                 presentation.


                                      F-14
<PAGE>

                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE   2   -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         (O)     GRANT INCOME

                 In the second quarter of 2002, SVT received a $150,000 grant
                 under the WTC Business Recovery Grant Program as a result of
                 the September 11 terrorist attacks. Management is
                 investigating other grant and tax credit programs for which
                 SVT may qualify.

         (P)     INTANGIBES

                 As a result of acquisitions (see Note 3), the following
                 intangibles are reflected on the consolidated financial
                 statements:
<TABLE>
<CAPTION>

                                                               FOR THE YEARS ENDED DECEMBER 31,
                                                                    2002                  2001
                                                            -----------------     ----------------
<S>                                                         <C>                   <C>
                 Acquired technology                        $       1,772,909     $      1,523,389
                 Contract rights                                      318,428              318,428
                                                            -----------------     ----------------
                                                                    2,091,337            1,841,817
                 Less:    accumulated amortization                   (350,380)             (69,595)
                          impairment write-down                    (1,740,957)                   -
                                                            -----------------     ----------------
                                                            $               -     $      1,772,222
                                                            =================     ================

</TABLE>

                 The acquired technology was being amortized over its estimated
                 useful life of five years and the contract rights were being
                 amortized over the life of the contract of 40 months. All
                 intangibles were considered impaired during the second half of
                 2002 (see Note 3). The amortization expense for the years
                 ended December 31, 2002, 2001 and 2000 were $280,785, $69,595
                 and $0, respectively.

NOTE 3 -         ACQUISITONS:

                 On November 9, 2001 the Company entered into an Asset Purchase
                 Agreement to acquire from Medeval Technology Inc. (Medeval)
                 certain intellectual property rights related to a software
                 product to be utilized for certain future applications and the
                 rights to one customer contract held by Medeval. The purchase
                 price for the acquisition was $1,750,000; of which $1,430,000
                 was recorded as acquired technology and was being amortized
                 over its estimated useful life of five years and $318,428 has
                 been recorded as contract rights, which was being amortized
                 over the life of the contract of 40 months.

                 On December 1, 2001 the Company entered into a Purchase
                 Agreement to acquire from Strategic Investments, Inc. all of
                 the outstanding stock of Wave Infotech (Private) Ltd. (Wave).
                 Wave is an information technology consulting company located
                 in New Delhi, India. The purchase price for the acquisition
                 was $1,500,000 and the purchase price has been allocated as
                 follows:


                                      F-15
<PAGE>

                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000

NOTE 3 -         ACQUISITONS (CONTINUED):

                 Cash                                          $       43,344
                 Accounts receivable                                  227,712
                 Other current assets                                  25,000
                 Property and equipment                                40,000
                 Acquired technology                                  102,888
                 Goodwill                                           1,061,056
                                                               --------------
                 Total assets acquired                              1,500,000
                 Less - cash acquired                                 (43,344)
                 Net cash paid for acquisition                 $    1,456,656
                                                               ==============

                 Each acquisition has been accounted for as a purchase and the
                 operating results of each entity have been consolidated with
                 the Company's results since the effective date of the
                 acquisitions of November 15, 2001 and December 14, 2001,
                 respectively. The purchase price of each acquisition has been
                 allocated to the assets acquired based upon their estimated
                 fair value at the date of acquisition. Information to reflect
                 prior period pro forma results was not available and not
                 considered material by management.

                 On December 30, 2001, the Company paid through Apex (India)
                 Private Ltd., its India subsidiary, a deposit of $800,000
                 related to a Purchase Agreement to acquire from Euro Tech, Inc.
                 all of the outstanding stock of Euro Tech (U.K.) Private Ltd.
                 (Euro U.K.). Euro U.K. is an information technology consulting
                 company located in the United Kingdom. The total purchase price
                 was $800,000 and the acquisition was effective on January 2,
                 2002. The purchase price has been allocated as follows:

                 Cash                                        $      10,000
                 Property and equipment                             40,000
                 Goodwill                                          500,000
                 Other intangible assets                           250,000
                                                             -------------
                 Net assets acquired                               800,000
                 Less - Cash acquired                              (10,000)
                                                             -------------
                 Net cash paid for acquisition               $     790,000
                                                             =============

                 The acquisition has been accounted for as a purchase and the
                 operating results of Euro U.K. have been consolidated with the
                 Company's results since the effective date of the acquisition
                 of January 2, 2002. The purchase price of the acquisition has
                 been allocated to the assets acquired based upon their
                 estimated fair value at the date of acquisition. Information
                 to reflect prior period pro forma results was not available
                 and not considered material by management.

                 Due to the continued poor economic conditions and the
                 resulting loss of the business, the Company determined that
                 all goodwill and acquired technology in the above acquisitions
                 had been impaired and accordingly took an impairment write-off
                 of $1,548,947 and $1,740,957, respectively, in 2002.


                                      F-16

<PAGE>


                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 4 -         EMPLOYEE ADVANCES:

                 As of December 31, 2002 and 2001, other current assets include
                 employee advances of $73,692 and $115,319, respectively, and
                 other long-term assets include employee advances of $0 and
                 $5,000, respectively. The employee advances do not bear
                 interest and are repaid based on scheduled monthly
                 installments.

NOTE 5 -         PROPERTY AND EQUIPMENT:

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                   2002                2001
                                                             ---------------     ---------------
<S>                                                          <C>                 <C>
                 Equipment                                   $       397,575     $       226,893
                 Automobiles                                          16,200              16,200
                 Furniture and fixtures                               96,047              23,394
                                                             ---------------     ---------------

                                                                         December 31,
                                                                   2002                2001
                                                             ---------------     ---------------
                                                                     509,822             266,487
                 Less- accumulated depreciation                     (191,005)           (128,459)
                                                             ---------------     ---------------
                                                             $       318,817     $       138,028
                                                             ===============     ===============

NOTE 6 - ACCRUED EXPENSES AND VALUATION ACCOUNTS:

                                                                         December 31,
                                                                   2002                2001
                                                             ---------------     ---------------
                 Accrued payroll and bonuses                 $     1,244,055     $     1,235,575
                 Accrued income taxes                               -                    858,108
                 Other                                             1,657,630             760,700
                                                             ---------------     ---------------
                                                             $     2,901,685     $     2,854,383
                                                             ===============     ===============

                 Allowance for doubtful accounts:

                                                                         December 31,
                                                                   2002                 2001
                                                             ---------------     ---------------
                 Balance at beginning of period              $        50,000     $        50,000
                 Provision                                        (2,325,335)              4,441
                 Charges                                          (2,275,335)             (4,441)
                                                             ---------------     ---------------
                 Balance at end of period                    $       100,000     $        50,000
                                                             ===============     ===============

</TABLE>


NOTE 7 - LINE OF CREDIT:

                 In May 2000, the Company entered into a Loan and Security
                 Agreement (the Agreement) with a finance company that provided
                 for a $3,000,000 revolving line of credit (the Revolver).
                 Available borrowings under the Revolver were based on the
                 lesser of $3,000,000 or a stated percentage of eligible
                 accounts receivable, as defined. Substantially all of the
                 Company's assets were pledged as collateral under the
                 Agreement. In addition, the Agreement granted the finance
                 company the right to direct all deposits received on
                 outstanding accounts receivable against the outstanding
                 balance under the Revolver, if any. As a result, outstanding
                 borrowings under the Revolver at December 31, 2001 were
                 classified as a current liability in the accompanying balance
                 sheet.


                                      F-17

<PAGE>


                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 7 - LINE OF CREDIT (CONTINUED):

                 Borrowings under the Revolver accumulated interest at the
                 bank's prime rate plus one percent and interest was payable
                 monthly. Interest expense on the Revolver was $8,042, $73,388,
                 and $32,235 for the years ended December 31, 2002, 2001 and
                 2000, and, respectively. While the original term of the
                 Revolver was to expire in May 2002, the finance company that
                 issued the Revolver filed for bankruptcy protection in early
                 2002 and as a result the Revolver was terminated.

                 The Company currently has no line of credit in place.

NOTE 8 - STOCKHOLDERS EQUITY:

         (A)     STOCK TRANSFER:

                 In January 2000, the Company's sole stockholder transferred
                 4,122,408 shares of the Company's common stock held by him to
                 two officers of the Company. This transfer was in consideration
                 for services rendered and the Company recorded compensation
                 expense of $728,000 in 2000 based on the estimated fair value
                 of these shares as determined by management with the use of an
                 outside independent appraisal. The transfer of these shares was
                 recorded as a capital contribution by the majority stockholder
                 and a compensation charge for the stock issuance by the
                 Company.

         (B)     STOCK SPLIT:

                 On January 29, 2002, the Company's stockholders approved a one
                 for two reserve stock split for all outstanding shares of
                 common stock on that date.

                 All share and per share data has been retroactively reported
                 to reflect the stock split.

         (C)     STOCK ISSUANCE:

                 On July 17, 2001, the Company entered into restricted stock
                 agreements with three entities which included the issuance of
                 6,135,873 shares of the Company's common stock for consulting
                 and advisory services provided to the Company. These agreements
                 included provisions for forfeiture of the shares if the
                 business combination between SanVision and the Company had not
                 been completed. The business combination was completed within
                 the specified period, and the Company recorded an expense
                 amount as part of the merger related expenses based on the fair
                 value of the shares issued to these entities based on the
                 trading price of SVT Inc. common stock. As of February 1, 2002
                 the Company recorded an expense charge for these shares of
                 $19,328,103 based on the trading price of SVT Inc. common stock
                 on that date. Of that amount, $785,648 was charged to
                 stockholders' equity (see Note 1).

         (D)     STOCK OPTIONS ISSUANCE:

                 The Company, under its 2000 Stock Incentive Plan (the "Plan"),
                 has 8,400,000 shares of common stock available for awards in
                 the form of non-qualified stock options, incentive stock
                 options, restricted stock, restricted stock units, and other
                 awards.

                 During the three months ended March 31, 2002, the Company
                 granted options to purchase 1,000,000 shares of the Company's
                 common stock at an exercise price of $0.25 per share under the
                 Plan. These options were fully vested upon grant and have a
                 term of not more than ten years.


                                      F-18
<PAGE>

                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 8 - STOCKHOLDERS EQUITY(CONTINUED):

                 The grant of these options was approved by the Company's Board
                 of Directors, which is responsible for administering the Plan.

                 Based on the trading price ($4.50) of the Company's common
                 stock on the grant date for these options as compared to the
                 exercise price ($0.25) of the options, the statement of
                 operations reflects a compensation expense charge of
                 $4,250,000 for these options.

                 The executive who had been issued these options was terminated
                 effective October 2002, and the options were forfeited as part
                 of the separation agreement between the Company and such
                 executive.

                 During the three months ended June 30, 2002, the Company
                 granted options to purchase 500,000 shares of the Company's
                 common stock at an exercise price of $0.25 per share under the
                 Plan. These options were fully vested 60 days from the date of
                 grant and have a term of not more than ten years. The grant of
                 these options was approved by the Company's Board of Directors,
                 which is responsible for administering the Plan.

         (D)     STOCK OPTIONS ISSUANCE (CONTINUED):

                 Based on the trading price ($4.00) of the Company's common
                 stock on the grant date for these options as compared to the
                 exercise price ($0.25) of the options, the statement of
                 operations reflects a compensation expense charge of
                 $1,875,000 for these options.

                 The following tables summarize the activity in the Plan for the
                 years ended December 31, 2002, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                                                      Weighted Average
                                                                          Number of Shares             Exercise Price
                                                                          ----------------             --------------
<S>                                                                           <C>                       <C>
                 Options outstanding, December 31, 1999

                                                     Granted                      -                     $       -
                                                   Exercised                      -                             -
                                                   Cancelled                      -                             -
                 Options outstanding, December 31, 2000                           -                     $       -
                                                     Granted                      -                             -
                                                   Exercised                      -                             -
                                                   Cancelled                      -                             -
                 Options outstanding, December 31, 2001                           -                     $       -
                                                     Granted                   1,500,000                     0.25
                                                   Exercised                        -                           -
                                                   Cancelled                  (1,000,000)                    0.25
                                                                          ----------------             --------------
                 Options outstanding, December 31, 2002                          500,000                $    0.25
                                                                          ----------------             --------------
</TABLE>

                 As of December 31, 2002, 2001 and 2000, 500,000, -0- and-0-,
                 options, respectively, were exercisable. These options expire
                 in June of 2012.


                                      F-19

<PAGE>


                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 9 -         INCOME TAXES:

                 The components of the income tax provision are as follows:

<TABLE>
<CAPTION>
                                                                                     Years Ended December 31,
                                                                             2002               2001              2000
                                                                       --------------     ------------      ------------
<S>                                                                    <C>                <C>               <C>
                 CURRENT:
                     Federal                                           $     (725,678)    $    569,996      $    418,911
                     State                                                   (341,720)         184,410           135,358
                                                                       --------------     ------------      ------------
                     Total current                                         (1,067,398)         754,406           554,269
                                                                       --------------     ------------      ------------
                 DEFERRED:
                     Federal                                               (1,978,076)         355,091           973,659
                     State                                                   (698,366)         114,882           315,007
                                                                       --------------     ------------      ------------
                     Total deferred                                        (2,676,442)         469,973         1,288,666
                                                                       --------------     ------------      ------------
                 TOTAL INCOME TAX (BENEFIT) PROVISION                  $   (3,743,840)    $  1,224,379      $  1,842,935
                                                                       ==============     ============      ============

</TABLE>

                 The income tax provision differs from the amount currently
                 payable because certain expenses, primarily accrued recruiting
                 and training, certain other accruals, bad debt expense and
                 option compensation, are reported in different periods for
                 financial reporting and income tax purposes.

                 Taxes on the undistributed earnings of the Company's
                 international subsidiary are provided for at the applicable
                 U.S. Federal and state income tax rates since management does
                 not expect these earnings to be reinvested indefinitely in the
                 foreign subsidiaries operations.

                 The reconciliation between income taxes at the federal
                 statutory rate and the amount recorded in the accompanying
                 financial statements is as follows:

<TABLE>
<CAPTION>

                                                                                          Years Ended December 31,
                                                                                     2002              2001            2000
                                                                                   -------            ------          ------
<S>                                                                                <C>                <C>             <C>
                 Tax at statutory rate                                             (34.0)%            34.0%           34.0%
                 State and city income taxes, net of federal tax
                     benefit                                                       (11.0)             11.0            11.0
                 Non-deductible expenses                                            32.9               1.3             0.8
                                                                                   -------            ------          ------
                                                                                   (12.1)%            46.3%           45.8%
                                                                                   =======            ======          ======

</TABLE>


                                      F-20

<PAGE>


                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 9 - INCOME TAXES (CONTINUED):

                 The components of the net current and long-term deferred tax
                 assets and liabilities, measured under SFAS No. 109, are as
                 follows:
<TABLE>
<CAPTION>
                                                                                                  December 31,
                                                                                            2002                2001
                                                                                      ---------------       -------------
<S>                                                                                   <C>                   <C>
                 DEFERRED TAX ASSETS-
                     Allowance for doubtful accounts                                 $         45,000       $      22,500
                     Accrued vacation                                                          69,000              68,810
                     Other accrued expenses                                                 1,250,000             486,225
                                                                                      ---------------       -------------
                                                                                            1,364,000             577,535
                                                                                      ---------------       -------------
                 DEFERRED TAX LIABILITIES-
                     Depreciation                                                             (42,444)            (21,902)
                     Undistributed earnings of foreign subsidiary                            (118,000)         (2,028,519)
                                                                                      ---------------       -------------
                                                                                             (160,444)         (2,050,421)
                                                                                      ---------------       -------------
                 Net deferred tax asset (liability)                                   $     1,203,556       $  (1,472,886)
                                                                                      ===============       =============


</TABLE>

                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 10 - RELATED PARTY TRANSACTIONS (CONTINUED):


                 The Company feels it is more likely than not that the net
                 deferred tax assets reflected above will be utilized and
                 therefore no valuation allowance was deemed necessary.

                 During 2001, the Company made an advance to the majority
                 shareholder in the amount of $86,508. The advance does not
                 bear interest. There has been no formal written agreement for
                 this advance. The majority shareholder repaid this amount in
                 2002.

                 During the years ended December 31, 2002, 2001 and 2000, the
                 Company recorded consulting expenses of $0, $0 and $902,894,
                 respectively, for subcontracting services provided by an entity
                 that is owned by a stockholder of the Company. No amounts are
                 included in accounts payable as of December 31, 2002, 2001 or
                 2000 related to this subcontractor.

                 During the years ended December 31, 2002, 2001 and 2000, the
                 Company recorded expenses related to recruitment and training
                 services provided by a related party. One entity is located in
                 India and is owned by a relative of an officer of the Company.
                 For the years ended December 31, 2002, 2001, and 2000, the
                 expense recorded for this entity was $0, $27,000 and $49,596,
                 respectively. There were no amounts payable as of December 31,
                 2002 and 2001 related to the entity.

                 During the years ended December 31, 2002, 2001 and 2000, the
                 Company recorded rental expense of $5,100, $5,100 and $5,100,
                 respectively, related to one of the Company's office locations
                 which is owned by a relative of the Company's majority
                 stockholder. The lease agreement called for monthly rentals of
                 $425 through its expiration date in December 2002.


                                      F-21
<PAGE>


                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


NOTE 10 - RELATED PARTY TRANSACTIONS (CONTINUED):


                 During the year ended December 31, 2002, the Company generated
                 approximately $4,600,000 in revenues (of which approximately
                 $2,200,000 was written off) from a customer whose members of
                 the Board of Directors also served, until their resignation
                 during 2002, on the Board of Directors of the Company. As of
                 December 31, 2002, the balance of accounts receivable for this
                 customer has been written down to $0 (see Note 13(c)).

NOTE  11 -       SUPPLIER CONCENTRATION:

                 In addition to the use of the Company's employees on the
                 various consulting projects, the Company also utilizes outside
                 consultants for several contracts. Many of these outside
                 consultants are small, independent contractors. The Company's
                 reliance on outside consultants involves several risks,
                 including a potential inability to obtain an adequate supply
                 of services and reduced control over pricing, timely delivery
                 of service and quality of service.

                 During the years ended December 31, 2002, 2001 and 2000,
                 $4,274,028, $7,578,186, and $8,745,725, respectively, of
                 outside consultant expenses were recorded by the Company.

NOTE  12 -       EMPLOYEE BENEFIT PLAN:

                 The Company has a Section 401(k) retirement savings plan (the
                 401(k) Plan). The 401(k) Plan allows employees to contribute
                 between 1 to 15 percent of their annual compensation subject
                 to statutory limitations. Company contributions to the 401(k)
                 Plan are discretionary. For the years ended December 31, 2002,
                 2001, and 2000, the Company made no matching contributions to
                 the 401(k) Plan.

NOTE  13   -     COMMITMENTS AND CONTINGENCIES:

         (A)     OPERATING LEASES:

                 The Company is contingently liable under noncancelable
                 operating leases for office space. For the years ended
                 December 31, 2002, 2001 and 2000, rent expense was $209,313,
                 $189,356 and $130,161 respectively.

                 Future minimum rental payments under these leases are as
                 follows:

                 Years ending December 31,

                      2003                                       $       90,030
                      2004                                               52,726
                      2005                                               54,142
                      2006                                               55,600
                      2007 and thereafter                                57,102
                                                                 --------------
                      Total minimum lease payments               $      309,600
                                                                 ==============

                 The Company is also obligated to pay certain real estate taxes
                 and other expenses under these lease terms.


                                      F-22

<PAGE>

                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000

NOTE 13 - COMMITMENTS AND CONTINGENCIES (CONTINUED):


         (B)     EMPLOYMENT AGREEMENTS:

                 The Company has entered into employment agreements with two
                 officers which require annual base salaries of $500,000 and
                 $250,000, respectively. One of these officers also receives a
                 minimum annual bonus of $250,000. These agreements also
                 include provisions for discretionary bonus amounts based on
                 the Company's operating results and the discretion of the
                 Board of Directors. The agreements terminate on January 31,
                 2008 and 2006, respectively, unless terminated earlier in
                 accordance with the terms of the agreements. In the event of
                 termination of these agreements by the Company without cause
                 or by the employee with good cause, the Company would be
                 obligated to pay the remaining salaries and bonus amounts for
                 the remaining term of the agreements as well as a
                 reimbursement payment to eliminate the effect of any excise
                 taxes associated with these payments.

         (C)     LEGAL PROCEEDINGS:

                 Velocity Express Corporation ("Velocity") as plaintiff has
                 asserted claims against the Company for breach of contract,
                 conversion and breach of fiduciary duty. Plaintiff and the
                 Company are parties to three contracts under which the Company
                 agreed to manage Velocity's technology function and to create
                 and maintain new software to permit Velocity to operate a
                 state of the art website and a "package tracking system" to
                 monitor its delivery services. The complaint alleges that
                 under one of these contracts, the Professional Services
                 Outsourcing Agreement, there were alleged "service failures"
                 that allegedly resulted in disruptions in the plaintiff's
                 information technology systems. The complaint further alleged
                 that the Company allegedly manipulated plaintiff's technology
                 system so that the plaintiff's customers could not access
                 plaintiff's website and software. Plaintiff has not specified
                 the amount of damages that the Company allegedly caused.

                 The Company denies the allegations of the complaint and has
                 filed counterclaims against the plaintiff seeking payment for
                 the amounts the Company is owed under the above mentioned
                 contracts and for damage. Management intends to vigorously
                 defend this action.


                                      F-23
<PAGE>


                            SVT INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000

NOTE 14 -         QUARTERLY FINANCIAL DATA (UNAUDITED):

                 The following is a summary of the quarterly results of
                 operations for the years ended December 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                                        Quarter Ended
                                                            -----------------------------------------------------------------
                                                               March 31,        June 30,      September 30,      December 31,
                                                                 2002             2002             2002              2002
                                                            ------------    -------------     -------------     -------------
<S>                                                         <C>             <C>               <C>               <C>
                 Revenues                                   $  4,824,877    $   4,390,348     $   4,451,646     $   3,958,412
                 Gross profit                                  1,294,136        1,155,458         1,346,542         1,675,036
                 Net (loss) income                           (22,596,628)      (2,216,813)       (4,115,949)        1,784,332
                 Basic and diluted earnings per share (a)   $      (0.59)   $       (0.05)    $       (0.10)    $        0.04
                 Weighted average number of shares
                     outstanding                              38,612,359       40,725,826        40,725,826        40,725,826


                                                                                        Quarter Ended
                                                            -----------------------------------------------------------------
                                                               March 31,        June 30,      September 30,      December 31,
                                                                 2001             2001             2001              2001
                                                            ------------    -------------     -------------     -------------
                 Revenues                                   $  7,421,191    $   5,833,665     $   5,292,381     $   5,436,248
                 Gross profit                                  2,139,341        1,666,687         1,425,233         1,109,073
                 Net income (loss)                               752,953          439,228           284,449           (57,999)
                 Basic and diluted earnings per
                     share (a)                              $       0.03    $        0.01     $        0.01     $          -
                 Weighted average number of shares
                     outstanding                              29,887,454       29,887,454        29,887,454        29,887,454

</TABLE>


                 (a) per common share amounts for the quarters and full year
                 have been calculated separately. Accordingly, quarterly
                 amounts do not add to the annual amount because of differences
                 in the weighted average common shares outstanding during each
                 period.

                                      F-24