`SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB


[X]Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 for the fiscal year ended December 31, 2001.

[_]Transition report pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934 for the transition period from ____________ to ___________.

                           Commission File No. 0-24812

                           Orbittravel.com Corporation
           (Name of small business issuer as specified in its charter)

               Delaware                                56-1781650
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

               One Union Square So., Suite 10J New York, NY 10003
                    (Address of principal executive offices)


                                 (212) 353-8468
                           (Issuer's telephone number)

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

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

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

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

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

         The issuer's revenues for the most recent fiscal year were $0.

As of February 11, 2002, the aggregate market value of the common stock held by
non-affiliates of the issuer was approximately $857,300, based upon the average
bid and asked price of such common stock as of such date. As of February 11,
2002, there were 556,852,418 shares of common stock outstanding and 0 shares of
preferred stock outstanding.

                       Documents Incorporated by Reference

                                      None.

          Transitional small business disclosure format Yes [_] No [X]



                                       1


                           ORBITTRAVEL.COM CORPORATION
                                   FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2001

                                TABLE OF CONTENTS



                                                                            Page

                                     PART I
 ITEM 1.  Description of Business........................................     4

 ITEM 2.  Description of Property........................................     9

 ITEM 3.  Legal Proceedings..............................................     9

 ITEM 4.  Submission of Matters to a Vote of Security holders............    15

                                    PART II

 ITEM 5.  Market for the Common Equity and Related Stockholder Matters...    15

 ITEM 6.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations..........................................    17

 ITEM 7.  Financial Statements...........................................    18

 ITEM 8.  Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure...........................................    18

                                    PART III

 ITEM 9.  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of The Exchange Act..............    19

 ITEM 10. Executive Compensation.........................................    20

 ITEM 11. Security Ownership of Certain Beneficial Owners and
          Management.....................................................    22

 ITEM 12. Certain Relationships and Related Transactions.................    22

 ITEM 13. Exhibits and Reports on Form 8-K...............................    24

 SIGNATURES...............................................................   26




                                       2




              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information contained in this Annual Report on Form 10-KSB may
contain forward-looking statements. Such statements include, in particular,
statements about our plans, strategies and prospects under the headings
"Description of Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." You can identify forward- looking
statements by our use of forward-looking terminology such as "may," "will,"
"expect," "anticipate," "estimate," "continue" or other similar words. Although
we believe that our plans, intentions and expectations reflected in or suggested
by such forward-looking statements are reasonable, we cannot assure you that our
plans, intentions or expectations will be achieved. When considering such
forward-looking statements, you should keep in mind the following important
factors that could cause our actual results to differ materially from those
contained in any forward-looking statement:

        The Company may not be able to meet our short-term or long-term liquidity
        needs on terms favorable to us, if at all and consequently may not be able
        to operate in the future;

Given these uncertainties, we caution you not to place undue reliance on
forward-looking statements. We undertake no obligation to publicly release the
results of any revisions to these forward-looking statements that may be made to
reflect any future events or circumstances or to reflect the occurrence of
unanticipated events.




                                       3



ITEM 1. DESCRIPTION OF BUSINESS

General

We were incorporated in Delaware on November 12, 1991 under the name "Longview
Golf Corporation." We changed our name to "Brassie Golf Holdings, Ltd." on
September 18, 1992, and then again, on March 29, 1993, to "Brassie Golf
Corporation." On June 2, 1998, we changed our name to "Divot Golf Corporation."
In March 2000, we changed our name to "ORBITTRAVEL.COM CORPORATION. Our stockholders
have approved a new name change to "ITT&E CORPORATION." Our
executive offices are located at One Union Square So., Suite 10J, New York, NY
10003, and our telephone number is (212) 353-8468.

Recent Developments

Since February 2000 the company had begun a new product development program in
certain segments of the travel industry as a content provider in kids travel,
entertainment travel, technology information and financial information products
& services for the internet, broadband, third generation wireless and PDA
applications. Through 2000, as a content provider and distribution vehicle,
along with our Global Distribution System, management considered the company to
be in a unique position to deliver its new products and services to market. As
significant changes in the dot com market have evolved, beginning in late 2000
through the present, we have been negatively impacted and have had to
reestablish our focus to capitalize and deploy our financial products, Brokerage
Bar, Travel bar and entertainment X-change software, as our primary product focus.
We will attempt to spin off Orbittravelkids.com as a separate public entity which
will contain certain joint content revenue share distribution partners. If we are
successful in our attempts to secure certain of our assets, which have been converted
by a third party, we will begin the process of a spin off or sale of Travelfile
in the wholly owned subsidiary Orbittravel.com Inc.

Financing Activity. Since the fourth quarter of 2000 we have not received
sufficient financing to continue our operations. Teakwood Ventures, LLC did not
fund additional amounts, past November 2000, under the funding agreements
executed with them in February 2000.

Our History

Golf Course Ownership, Design, and Management. By mid-1997, we owned four golf
courses and managed more than 20 others. Through April 1998, we were engaged in
acquiring, designing, developing, constructing, owning, operating and managing
private, semi-private and public golf courses in the United States.

World Golf Village. We were also focused on business opportunities in the World
Golf Village resort, a destination golf resort located near Jacksonville,
Florida. We anticipated becoming actively involved in the development of various
amenities, including a restaurant, spa, rental properties, and a laundry
facility, at the World Golf Village. We acquired two parcels of land in the
World Golf Village and various license agreements at the World Golf Village in
December 1996 and a second parcel of land in January 1998. We developed a unique
platform for sales of consumer products, called Interactive Information
Technology and Entertainment (IIT&E), via the virtual golf pro shop, divot.com,
a product and service based portal with direct access to the Intranet at World
Golf Village and the Internet.  Certain of our licenses which were acquired in 1996
will be a development focus in 2002.

Refocusing on Golf Related Products and Services. Due to labor and capital
intensive programs associated with golf courses and the poor operating results
of our golf course ownership, design, and management activities, we decided to
refocus our business strategy. We elected to continue our efforts in the World
Golf Village. Instead of focusing on the ownership, design and management of
golf courses, we decided to focus on developing, licensing and marketing golf-
related products and services. In July 1997, we sold the division responsible
for managing the third party-owned golf courses. In August 1997, we sold our
golf course design subsidiary. From November 1997 through April 1998, we sold
the golf courses we owned.



                                       4


To implement that new strategic focus, we acquired the following golf- related
products companies, license agreements and joint content revenue share distribution
agreements in April 1998:

        . Divot Golf Corporation, a designer and supplier of golf accessories, Divot
          Development Corporation and Divot Corporation. Our acquisition of Divot
          Golf Corporation gave us a patent on a uniquely- designed golf ball, and a
          patented divot repair tool that contains a built-in ball marker and club
          head face cleaner. In addition, we acquired the assets of Divot Spa WGV,
          Inc.

        . Miller Golf, Inc., a supplier of golf accessory products. Miller Golf
          offered a wide range of logoed golf products, including bag tags, tees,
          ball markers, divot tools, score cards, towels, rainwear, umbrellas, hats,
          head covers, tournament prizes and awards.

        . Talisman Tools Incorporated, a manufacturer of greens repair tools.
          Talisman produced an upscale, divot repair tool.

                Hale Irwin Golf Design
                Raymond Floyd Group
                Sam Snead's Tavern at The World Golf Village
                World Golf Village License Agreements

Citizens Bank Loan. We acquired Miller subject to a line of credit with Citizens
Bank of Massachusetts. The credit agreement from Citizens Bank to Miller was
entered into immediately prior to our closing the purchase of Miller and
provided for a $2 million line of credit, of which approximately $0.8 million
was outstanding at the time we acquired Miller. This new credit facility was
secured by Miller's assets and included a covenant prohibiting Miller from
paying more than $100,000 in dividends or inter company advances to us (as
Miller's parent company) without Citizen Bank's consent.

In late 1998, we were contemplating another acquisition. Citizens Bank was
planning on providing financing for that acquisition and was planning on being a
minority equity holder in that to-be-acquired company. In September,Citizens
Bank orally agreed to advance $500,000 directly to us (Miller's parent company)
against the Miller line of credit to help finance the final payment due on a
promissory note held by the sellers of Miller. Subsequently, the parties
terminated the acquisition discussions. Citizens Bank then sent a notice of
default citing a breach of the covenant prohibiting an advance from Miller to us
in excess of $100,000 without the bank's permission. At that time, including the
$500,000 advance, only $1.3 million was outstanding on the Miller line of
credit. However, as a result of the purported default, Citizens Bank refused to
advance Divot or Miller any further funds under our line of credit.

By February 1999, we were substantially out of cash and unable to take any legal
action with respect to the purported default. We therefore negotiated a
forbearance agreement whereby Citizens Bank agreed to refrain from foreclosing
on Miller's assets if the loan was repaid by May 25, 1999. As part of that
forbearance agreement, Miller reaffirmed its grant of a security interest in its
assets, and we (the parent company) pledged our stock of Miller to the bank as
security for the loan.  At the time we pledged our stock in Miller Golf we had
obtained an offer to sell and obtain a replacement line of credit with a major national
lending institution upon information and belief that Citizens would work out the
transition of our company sale of Miller's assets.

Foreclosure and Write-off of Assets. We were unable to repay or refinance the
loan. We negotiated a sale of the assets of Miller. However, Citizens Bank
failed to accept the sale of its note to the new purchaser. In June 1999, after
Citizens Bank sold the note to other third parties, such third parties
foreclosed on our interest in Miller. Since the purported event of default and
notice of default were in 1998, we wrote off the Miller assets as of December
31, 1998.

After we acquired Talisman Tools Incorporated, a third party threatened to sue
us for patent infringement if we sold products based on the design of the repair
tool acquired in the Talisman transaction. We subsequently refused to make the
final payments due to the parties from whom we purchased Talisman. Although this
third party has since stopped threatening to sue us for patent infringement, the
former Talisman shareholders then sued us for failing to pay them the
consideration still due under the acquisition agreement. The molds that we
acquired from Talisman Tools were ultimately included as part of the Miller
asset foreclosure. We have written off the investment in Talisman as of December
31, 1998. We have engaged local counsel to vigorously defend this claim and to
seek to rescind the original acquisition agreement and recover amounts we paid
on the closing date.



                                       5


Certain Additional History. In or around January 1998, we determined that
Internet technology strategies developed under our IIT&E platform could increase
our growth and utilize licenses we had at the World Golf Village. IIT&E
incorporated golf and spa destination travel packages and consumer products;
products and services to be offered ranged from logo premiums, travel packages
for golf, spa, fishing and residence club share offered via the Internet, the
Intranet at the World Golf Village and a web based portal, www.divot.com, our
virtual golf pro shop.

We developed www.divot.com, the virtual golf pro shop, in association with
Microsoft, Hitachi PC and other strategic partners. The www.divot.com website
was under development to enable IIT&E to sell golf, spa and travel related
products and services, since we owned the parcels and the World Golf Village,
along with world class amenities, and anticipated the purchase of Miller Golf
Inc. from which the logo products would be delivered in a business-to-business
e- commerce platform. In mid-1998, we acquired the exclusive rights to golf-
related content on the www.freeride.com Internet community. We also retained the
services of Internet service provider Rare Medium to assist in the development
of our website and to serve as host of www.divot.com.

Through a press release, we announced that we would launch live at the golf PGA
Show held in January 1999 in Orlando, Florida. We had successfully initiated a
soft launch of the website at the PGA Show held in Las Vegas, Nevada in August
1998.

At our board of directors meeting in November 1998, Mr. Cellura presented
concerns regarding soft sales and potential problems in the golf industry and
slower absorption of developed amenities at the World Golf Village. Mr. Cellura
addressed our high cost of ownership of factories and land and the absence of
available capital to fund our operations. There was a proposal to refocus on
IIT&E Internet strategies, close our headquarters in Tampa, Florida, and move to
New York City where we had relationships with various Internet companies
interested in WWW.DIVOT.COM.

In June 1999, Mr. Cellura, reassumed the position of our CEO. Upon Mr. Cellura's
reassuming his position as CEO, funding commitments were established to take us
forward, providing for the deployment of IIT&E Internet strategies.

In late 1999, we ceased our operations as a golf related products and services
company and repositioned ourselves as a value-added services provider
specializing in business to business e-commerce applications and providing
distribution services and on-line marketing solutions to the travel industry
worldwide. Through our wholly owned subsidiary, "OrbitTravel.com,Inc." we were
an independent travel, entertainment and financial distribution and e-commerce
company that specialized in assisting travel suppliers and tourism destinations
to promote, distribute and sell their products electronically to travel buyers
worldwide, via the Internet, airline Global Distribution Systems ("GDSs"),
America Online, Private Intranets and other electronic distribution networks.

In the fourth quarter of 2000, financing arrangements for the operation of our
travel distribution and e-commerce company failed and we have been unable to
continue these operations.

Our New Strategy

We are currently in litigation to secure our operating assets. Since February
2000 the company had begun a new product development program in certain segments
of the travel, entertainment and financial markets as a content provider in
kids travel, entertainment travel, technology information and financial
information products & services for the internet, broadband, third generation
wireless and PDA applications. Through 2000, as a content provider and
distribution vehicle, along with our Global Distribution System, management
considered the company to be in a unique position to deliver its new products
and services to market. As significant changes in the dot com market have
evolved, beginning in late 2000 through the present, we have been negatively
impacted and have had to reestablish our focus to capitalize and deploy our
financial products, Brokerage Bar, Travel Bar and X-change software, as our
primary product focus. We will attempt to spin off Orbittravelkids.com as a
separate public entity which will contain certain joint content distribution


                                       6


partners. If we are successful in our attempts to secure certain seized assets
we will begin the process of a spin off or sale of Travelfile in the wholly
owned subsidiary Orbittravel.com Inc.


You should carefully review our "Risk Factors" beginning on page 11.

Employees

At February 11, 2002, we have one full-time employee. Our employee does not
belong to any unions and we believe we have good relations with our employee.

Risk Factors

Investing in our securities involves a high degree of risk. You should carefully
consider the following factors and other information in this Annual Report on
Form 10-KSB, including our consolidated financial statements and the related
notes, before making a decision to invest in our securities. Additional risks
and uncertainties, including those generally affecting the market in which we
operate or that we currently deem immaterial, may also impair our current or
future business.

We have not filed any periodic reports required under the federal securities
laws since the third quarter of 2000.

We cannot assure you that claims asserting violations of federal securities laws
will not be asserted even if we file with the SEC these required reports. In
addition, the SEC may impose fines, penalties or assessments against us. We may
not have sufficient funds to pay such fines, penalties or assessments against
us. We may not have sufficient funds to pay such fines, penalties or assessments
or to defend claims against us by third parties.

We have a history of losses and therefore cannot assure you that we will be profitable.

We have recently experienced operating and net losses. We lost approximately
$10.5 million in 2000 and approximately $3.3 million in 2001. In the future, we
may not be able to generate sufficient revenue from operations to pay all of our
operating or other expenses. If we fail to generate sufficient cash from our
operations to pay these expenses, our management will need to identify other
sources of funds. We may not be able to borrow money or issue more shares of
common stock to meet our cash needs. Even if we can complete such financing
transactions, they may not be on terms favorable to us. If we cannot raise
sufficient capital to fund operations, we may not be able to continue our
business and the value of our securities could decline or even become worthless.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" for a more complete description of our historical results of
operations and liquidity and capital needs.

Your securities could experience wide fluctuations in trading price and volume,
or your securities may not have a market that trades.

Publications indicate that the stock of Internet companies often trade at overly
inflated prices. If investor interest in these stocks declines, the price for
our common stock could drop suddenly and significantly, even if our operating
results are positive. In addition, the trading volume of Internet- related
stocks is often volatile. If the trading volume of our common stock experiences
significant changes, the price of our common stock could be adversely affected.

We have anti-takeover provisions in our charter documents that could prevent or
delay a change in control or adversely affect the market price of our common
stock.

Our charter gives our board of directors the authority to issue up to one
million shares of preferred stock and to determine the rights and preferences of
the preferred stock without obtaining shareholder approval. The existence of
this preferred stock could make it more difficult or discourage an attempt to
obtain control of us by means of a tender offer, merger, proxy contest or
otherwise. Furthermore, the preferred stock could be issued with other rights,
including economic rights, senior to our common stock, and, therefore, issuance


                                       7


of the preferred stock could have an adverse effect on the market price of our
common stock. We do not have any present plans to issue preferred stock.

Some provisions of Delaware law could make it more difficult for a third party
to acquire us or hinder a change in management even if doing so would be
beneficial to our shareholders. In addition, we may in the future adopt other
measures that may have the effect of delaying, deferring or preventing an
unsolicited takeover, even if such a change in control were at a premium price
or favored by a majority of unaffiliated shareholders. These measures may be
adopted without any further vote or action by our shareholders.

Future issuances and sales into the market of our common stock will dilute our
current stockholders and may depress the market price of our common stock.

As of February 11, 2002, we had approximately 556.9 million shares of our common
stock outstanding. In addition, we have agreed to issue an additional
approximate 80.5 million shares of common stock to existing security holders in
exchange for all of our outstanding convertible notes, including the notes that
OrbitTravel.com Inc., our wholly owned subsidiary, has issued since its
inception on October 6, 1999.

All of the shares that are issued in exchange for outstanding convertible notes
are restricted but may be eligible for resale if the holders comply with Rule
144 of the Securities Act. We believe that all or substantially all of the
holders of our convertible preferred stock and convertible debt securities have
held such securities in excess of one year. Therefore, upon issuance of the
common stock, such holders may be deemed to have complied with Rule 144(d) of
the Securities Act since their holding period for the common stock may "tack"
with their holding period for the convertible security as permitted by Rule
144(d)(ii) of the Securities Act. Persons who have held these securities for
more than two years will be able to resell their shares under Rule 144(k) of the
Securities Act.

Since up to 67.9% of our common stock is currently concentrated in the hands of
our executive officers and directors, these persons may be able to directly
control our future.

We may not be able to satisfy our obligations under various settlement agreements.

During 1998 and 1999, we agreed to settle various disputes with executive
officers, stockholders and third parties. See "Legal Proceedings." As part of
the settlement of some these disputes, we entered into settlement agreements
pursuant to which we were to make substantial cash payments totalling
approximately $600,000. We have defaulted on these settlements.

Because our common is traded on the Over-the-Counter Bulletin Board sales of our
common stock may:

-Cause the market price of our common stock to decrease in value
-Decrease the level of public interest in our common stock
-Inhibit buying activity that might otherwise help support the market price of our
 common stock
-Prevent possible upward price movements in our common stock
-Not trade in a public market

The employment contract with our executive officer could have the effect of
precluding or otherwise delaying a change in control of us that could be
beneficial to our stockholders.

The employment contract with our executive officer provides for the payment of
significant severance payments in the event the officer is terminated. For
example, Mr. Cellura's employment agreement, which expires on June 24, 2006,
would require us to pay him upon termination an aggregate severance amount of up
to $2.15 million plus the remaining base salary amounts due to him under the
agreement if we terminate him without cause. Even if we are successful in
terminating Mr. Cellura's employment with cause, we would be required to pay him
$900,000. This could have the effect of precluding or otherwise delaying a


                                       8


change of control of us that would otherwise be in the best interest of our
stockholders. See "Executive Compensation--Employment Contracts."

The outcome of various litigation surrounding our business assets could
adversely effect our plan of operations.

If we are not successful in our litigation to reacquire certain business assets
that were seized, we will be forced to significantly modify our plan of
operations.


ITEM 2. DESCRIPTION OF PROPERTY

Our principal business office is located at One Union Square So., Suite 10J, New
York, New York 10003. Our phone number is (212) 353-8468. Under an arrangement with
a strategic partner we occupy 500 square feet at this location at a fixed cost of
$9,000 per month on a triple net basis.


ITEM 3. LEGAL PROCEEDINGS

In January and May of 1999, a group of our former stockholders and employees and
stockholders and employees of various companies that we acquired in April 1998,
which formerly were controlled by Mr. Cellura, our chief executive officer,
filed three lawsuits in the United States District Court for the Southern
District of New York against us, these various acquired corporations, Mr.
Cellura and several of our other executive officers and stockholders. The
complaints alleged, among other things, that (1) we had failed to issue an
aggregate of 15.0 million shares of our common stock (such number of shares is
prior to the effect of a 15-for-1 reverse stock split effected with regard to
our common stock on June 2, 1998), (2) we and our officers committed fraud in
the issuance of securities, and (3) various breaches of contract. The parties to
the lawsuit entered into a settlement agreement as of June 29, 1999 pursuant to
which the plaintiffs agreed to release the defendants from all of the claims in
the lawsuits in exchange for: (1) a note payable in the amount of $225,000; (2)
the issuance of 7.65 million shares of our common stock; and (3) the assignment
by Mr. Cellura of all of his rights, title or interest to the profits generated
from a few parcels of land in the World Golf Village. Mr. Cellura assigned these
rights to the plaintiffs on June 24, 1999. In August 1999, we instructed our
transfer agent to issue these shares, which were ultimately issued on February
29, 2000. This note payable matured on March 31, 2000. On March 1, 2000, a
majority of the holders of the Company's common stock consented to the approval
of this settlement agreement. Also on March 1, 2000, the Company and its former
officer agreed to amend the Note to provide for the issuance of 1,100,000 shares
of the Company's common stock in consideration for reducing the principal amount
due thereunder to $115,000. The common shares were issued in March 2000. On
August 7, 2000, the Company and its former officer further amended the note
amount to $120,000, which includes interest, with four equal payments to be made
through September 3, 2000. The Company has made three of the required payments,
totaling $90,000, as of February 11, 2002. The Company is presently in default
on the balance of the Note plus interest due.

In June 1999, Joseph R. Cellura, our chief executive officer, threatened to file
a lawsuit against us alleging, among other things, that: (1) Mr. Cellura
suffered substantial monetary loss in the defense of the lawsuits we refer to in
the previous paragraph; (2) Mr. Cellura suffered real and substantial damage to
his personal character as a result of the filing of these lawsuits; (3) we
failed to issue to Mr. Cellura and other stockholders in various companies
controlled by him an aggregate of 20.0 million shares of our common stock and
5.0 million options to purchase shares of our common stock (such number of
shares is prior to the effect of a 1-for-15 reverse stock split effected with
regard to our common stock on June 2, 1998); and (4) we failed to indemnify Mr.
Cellura as required by our indemnity agreement with him in connection with these
lawsuits. We and Mr. Cellura agreed to enter into a settlement agreement,
effective as of June 29, 1999, pursuant to which Mr. Cellura agreed to release
us from these claims in exchange for: (1) a note payable in the amount of
$250,000; and (2) the issuance of approximately 27.34 million shares of our
common stock. As of February 11, 2002, we have repaid approximately $165,000 due
under the $250,000 note payable, leaving a balance of approximately $85,000.
This note payable matured on April 30, 2000. We cannot assure you that we will



                                       9


have sufficient funds available to repay the remaining amounts outstanding under
the note payable or that we would be able to extend the maturity date of the
note payable. If we are not able to repay the note payable according to its
terms, we cannot assure you that Mr. Cellura will not seek court action to
enforce the terms of the settlement agreement. We would incur substantial
expenses if we must defend any such court action. On March 1, 2000, a majority
of our holders of common stock consented to the approval of this settlement
agreement. On or about March 12, 2000, we issued 27,333,333 shares to Mr.
Cellura pursuant to this settlement agreement.

In November 2000, we were unable to make payment on the note issued to Mr.
Cellura and were unable to make payment under the terms of his employment
agreement. Mr. Cellura threatened to file a lawsuit against us alleging, among
other things, that: (1) Mr. Cellura suffered substantial monetary loss in our
failure to make payment on his note in a timely fashion; (2) Mr. Cellura also
alleged that we breached his employment agreement with us inasmuch as we were
unable to pay his salary under the terms of his employment. We agreed in 2001 to
settle his claims for preferred convertible stock with a dollar value of
$2,500,000.

After we acquired Talisman Tools, a third party threatened to sue us for patent
infringement if we sold products based on the design of the repair tool that we
acquired in the Talisman acquisition. We subsequently refused to repay the
remaining $90,000 that we owed as part of the acquisition agreement. Although
this third party has since stopped threatening to sue us for patent
infringement, the former Talisman shareholders then sued us for failing to repay
these amounts. The molds that we acquired from Talisman were ultimately seized
as part of the Miller asset foreclosure. We have written off the investment in
Talisman as of December 31, 1998. We have engaged local counsel to vigorously
defend this claim and to seek to rescind the original acquisition agreement and
recover amounts we paid on the closing date. Due to the inherent uncertainties
of the litigation process and the judicial system, we are not able to predict
the outcome of this litigation.

Clifford F. Bagnall, one of our former directors and a former executive officer,
had threatened to file a lawsuit against us alleging that we owe Mr. Bagnall
amounts due under his employment contract in force while he was an executive
officer and that (1) Mr. Bagnall suffered substantial monetary loss in the
defense of the May 1999 lawsuits by the former stockholders of various companies
formerly controlled by Mr. Cellura; (2) Mr. Bagnall suffered real and
substantial damage to his personal character as a result of the filing of the
lawsuits; and (3) we failed to indemnify Mr. Bagnall as required by our
indemnity agreement with him in connection with these lawsuits. We and Mr.
Bagnall agreed to enter into a settlement agreement, effective as of January 31,
2000, pursuant to which Mr. Bagnall agreed to release us from this claim in
exchange for: (1) a note payable in the amount of $100,000; and (2) the issuance
of 5.3 million shares of our common stock. This note payable matured on May 15,
2000 and was extended until August 15, 2000. We cannot assure you that we will
have sufficient funds available to repay the note payable or that we would be
able to extend the maturity date of the note payable. If we are not able to
repay the note payable according to its terms, we cannot assure you that Mr.
Bagnall will not seek court action to enforce the terms of the settlement
agreement. We would incur substantial expenses if we must defend any such court
action. On March 1, 2000, a majority of our holders of common stock approved,
adopted, and ratified this settlement agreement. On or about March 12, 2000, we
issued 5,300,000 shares to Mr. Bagnall pursuant to this settlement agreement. As
of February 11, 2002, we have made payments totaling $57,500 toward the
principal of Mr. Bagnall's Note. The Note is currently in default on the balance
due plus interest.

Kenneth Craig, one of our former directors and executive officers, had
threatened to file a lawsuit against us alleging that we owe Mr. Craig amounts
due under his employment contract in force while he was an executive officer. We
and Mr. Craig agreed to enter into a separation agreement, effective as of
September 1, 1999, pursuant to which Mr. Craig agreed to release us from this
claim in exchange for: (1) a note payable in the amount of $75,000; and (2) the
issuance of 3.5 million shares of our common stock. This note payable matured on
June 30, 2000. We cannot assure you that we will have sufficient funds available
to repay the note payable that we would be able to extend the maturity date of
the note payable. If we are not able to repay the note payable according to its
terms, we cannot assure you that Mr. Craig will not seek court action to enforce


                                       10


the terms of the settlement agreement. We would incur substantial expenses if we
must defend any such court action. On March 1, 2000, a majority of our holders
of common stock approved, adopted, and ratified this settlement agreement. On or
about March 12, 2000, we issued 3,500,000 shares to Mr. Craig pursuant to this
settlement agreement. As of February 11, 2002, we have made no payments toward
the principal of Mr. Craig's Note and are in default.

On April 24, 2000, Harlan Logan, a former employee of Divot Golf Corporation,
filed a complaint in Florida Circuit Court against us and Mr. Cellura, alleging
that we have failed and refused to pay Mr. Logan those wages due and owing for
the last two months of his employment with us, as well as a performance bonus
which he claimed was earned when the "MobileSuites Project" was ready for
production. Specifically, Mr. Logan is seeking $15,000 in unpaid wages ($7,500
per month x 2) and a $65,000 performance bonus. The claim arises out of a failed
project known as "MobileSuites", a separate and wholly owned subsidiary of Divot
Golf Corporation, whose purpose was to develop and manufacture a prototype for
display at the World Golf Village in St. Augustine, Florida. Mr. Logan claims
that he fulfilled his obligation regarding the "MobileSuites Project" as it was
ready for production, but that it was never manufactured due to the our
financial condition. Mr. Logan also claims that, in accordance with his
employment agreement, he purchased real estate on behalf of the company at the
World Golf Village in March 1998 in the amount of $95,000, and that in
consideration for the purchase, we agreed to buy the property back for the
original purchase price by the year ending 1998 and to reimburse him for all
expenses, interest, costs, down payment, and closing costs associated with the
purchase. Mr. Logan also claims that Mr. Cellura wrongfully converted for his
own personal use our funds that were to be used for payment of his wages and
performance bonus. We filed an answer to the complaint on May 22, 2000 denying
all of the material allegations raised in the complaint, and plan on vigorously
defending the action through corporate counsel. We are considering filing a
counterclaim amending our answer against Mr. Logan to include claims for fraud
in connection with his submission and our payments of fraudulent expenses and
costs associated with the project, as well as for tortious interference with
contractual relations by improperly using his position of authority at the Palma
Ceia Golf Club to have our corporate golf membership revoked as a result of
which we lost a $50,000 membership fee. Due to the inherent uncertainties of the
litigation process and the judicial system, we are not able to predict the
outcome of this litigation.

In August 1999, we entered into and agreement to merge with Orbit Network, Inc.,
(Orbit Network). During our due diligence it was determined that there existed
various accounting inconsistencies and other undisclosed liabilities which were
reported to Orbit Network's CEO. After being reported to him, and Orbit Network
investors, Orbit Network's CEO, despite the no shop clause contained in the
agreement violated the agreement entering into negotiations with others and
withdrew the merger proposal. After judicial foreclosure, through a third party
purchase we were able to acquire some of the assets of Orbit Network.

In October of 2000, Orbit Network's former CEO, as a minority shareholder
allegedly acting in a representative capacity on behalf of other shareholders
filed a lawsuit in California's Marin County Superior Court against Orbit
Network, Inc., itself and us. The complaint not only names Orbit Network and us,
but also names Mr. Cellura personally and other unnamed executive officers and
stockholders. The complaint alleges damages in the sum of $50,0000,000 claiming
that (1) we had not exercised reasonable care or business judgment, (2) we and
our officers committed fraud in the issuance of securities (3) various breaches
of contract, and (4) that we improperly caused the loss of Orbit Network's
assets and improperly caused the removal of the plaintiff as CEO.

We believe we have meritorious defenses and have retained counsel in California
to vigorously defend ourselves. We have directed our counsel to amend its answer
to the complaint to reflect a counter-claim for fraud, breach of contract and to
dismiss the claims against us and our officer/ employees. The claims include
allegations that Network's CEO, as a representative and minority shareholder of
Orbit Network, was a former trustee of the company and failed to fulfill his
fiduciary obligations and responsibilities as trustee by withholding employee
payroll taxes on wages and not paying the withheld taxes held in trust by him to
both the State of California and the United States Internal Revenue Services. We
claim that the discovery of the facts, and absent the foregoing, we were ready



                                       11


willing and able to proceed with the merger under the terms of the Agreement. We
believe, based on the purchase of the assets after judicial foreclosure, we are
entitled to be indemnified for the cost of our defense and any liability verdict
that may be awarded. However, due to the inherent uncertainties of the
litigation process and the judicial system, we are not able to predict the
outcome of this litigation or the award of defense costs and/ or payment in
indemnification.

In June 2001, we, in our name, and in the name of Miller Golf, Inc. (Miller),
filed a lawsuit in the United States District Court for the Middle District of
Florida claiming damages of $25,000,000 and other ancillary relief. The suit
claims cause of action against Citizen Bank of Massachusetts (Citizens Bank),
its affiliate Citizens Capital Inc., (Citizens Capital) several officers/
employees of the bank and capital company, as well as several former owners and
remaining officers/ employees of Miller. The complaint also named a former
employee of ours and various individuals whom allegedly acted with him including
Citizens Bank and the former owners of Miller in the loss of Miller. The
complaint also names our former attorneys, the law firm of Annis, Mitchell,
Cockey, Edwards & Roehn.

We claim that Citizens Bank and Citizens Capital employees, in concert with the
former owners of Miller, together with employees of Miller, switched/
substituted Miller's credit line to Citizen's Bank just prior to the sale of
Miller to us from Miller's prior financial institution. We claim the switch/
substitution added a restrictive covenant to the credit line. We claim this was
done in order to maintain or retake control of Miller after its sale to us.

We claim the switch/ substitution was made in violation of the warranties and
representations of the Acquisition Agreement that no "material adverse change"
to the financial condition of Miller had occurred between contract and closing.

We claim that the change and substitution to the credit line was a material
breach to the Acquisition Agreement, resulting in restrictions to Miller's cash
flow and that Citizens Bank, its employees and the former owners of Miller, who
remained on as employees after the sale, acted together to cause the technical
default in order to seize Miller.

The credit line provided Miller by Citizens Bank was a $2 million line of
credit, of which approximately $800,000 was funded at closing of the acquisition
of Miller. This new credit line was secured by Miller's assets and added the
covenant not previously existing at the time of contract prohibiting Miller from
paying more than $100,000 in dividends or inter-company advances to us (as
Miller's parent company) without Citizen Bank's consent.

In late 1998, we were contemplating another acquisition. Citizens Bank was
planning on providing financing for that acquisition and was planning on being a
minority equity holder in that to-be-acquired company. In September, Citizens
Bank orally agreed to advance $500,000 directly to us (Miller's parent company)
against the Miller line of credit to help finance the final payment due on a
promissory note held by the sellers of Miller. Subsequently, the parties
terminated the acquisition discussions. Citizens Bank, in furtherance of the
scheme and in retaliation for terminating the discussions then sent a notice of
default citing a breach of the covenant prohibiting an advance from Miller to us
in excess of $100,000 without the bank's permission. At that time, including the
$500,000 advance, only $1.3 million was outstanding on the Miller line of
credit. However, as a result of the purported default, Citizens Bank refused to
advance Divot or Miller any further funds under our line of credit.

By February 1999, we were substantially out of cash and unable to take any legal
action with respect to the purported default. We therefore negotiated a
forbearance agreement whereby Citizens Bank agreed to refrain from foreclosing
on Miller's assets if the loan was repaid by May 25, 1999. As part of that
forbearance agreement, Miller reaffirmed its grant of a security interest in its
assets, and we pledged our stock of Miller to the bank as security for the loan.

During the period of the forbearance, Miller's former owners and present
employees began negotiations with Citizens Bank and us for the purchase of
Miller. We negotiated a sale of the assets of Miller. At the time Citizens Bank


                                       12


was advised of the claims of wrongdoing associated with the credit line switch/
substitution and refused to accept the sale of its note to under the terms
offered.

In February 1999, we began negotiations with third parties for the purchase of
Miller. A former employee managed the contracts and purchase agreements. In June
1999, after Citizens Bank sold the note to those third parties, such third
parties foreclosed on our interest in Miller.

Several months after the foreclosure we discovered that certain parties assisted
or otherwise facilitated in the purchase of the note from Citizens Bank by
circumventing our interests. We claim that the acts described were acts in
furtherance of a conspiracy or scheme to defraud us.

We claim that our former attorneys, Annis, Mitchell, Cockey, Edwards & Roehn, a
law firm that has disbanded and has had a receiver appointed since its
representation of us, committed malpractice in failing to properly oversee the
acquisition of Miller Golf, in allowing substitution of Miller's credit lines
without determining or otherwise advising us of the consequences associated with
the switch/ substitution.

We have further discovered other acts of malpractice/ wrongdoing on the part of
our former attorneys and have directed our new Florida counsel to amend the
complaint to reflect further claims of fraud, misrepresentation, conversion,
breach of contract, malpractice and negligence hiring against our former
attorneys.

We believe we have meritorious claims against these defendants and will
vigorously prosecute our claims. However, due to the inherent uncertainties of
the litigation process and the judicial system, we are not able to predict the
outcome of this litigation or the award of cost and/ or payment of verdict.


In August 2001, we, in our name, and in the name of Orbittravel.com Inc., our
wholly owned subsidiary, filed a lawsuit in the United States District Court for
the Southern District of New York claming damages of $6,000,000 and requesting
other relief.

The suit claims causes of action against SCS Solars, a public company located in
British Columbia, Vancouver, Canada and a creditor of ours. The suit also names
a former employee and a company, of which he is an officer/employee of that
company. Also named is our landlord of our previous offices in Whitefish, MT. In
addition the Complaint names Mark Savoretti the former owner of Travelfile, and
a secured creditor of ours.

We claim that these companies and the named individual defendants acted together
in order to seize or otherwise convert Travelfile for their own use, including
all of the physical assets held at our offices in Whitefish, MT.

We claim that Solars is a travel related service vendor providing service over
the Internet and was dependent on Travelfile in order to maintain its presence
in the travel market segment. Solars was required to pay a fee of $25,000 a
month to us in order to maintain connectivity to the Internet. We further claim
that in September, 2000, Solars ceased making payments to us and in December of
2000, Solars became aware of our negotiation to sell Travelfile to a third
party. We claim that inasmuch as we would not guarantee Solars connectivity to
Travelfile after the sale, Solars, by its officers/ employees, worked with the
defendants and its employees to build a "back door" into the system in order to
maintain connectivity to the Internet and in order to seize or otherwise convert
Travelfile to their own use.

We further claim that our then landlord, in exchange for money, assisted the
foregoing defendants in the seizure/ conversion of Travelfile by, among other
things, providing physical access to the premises where both the hardware and
software of Travelfile were located. We claim that theses acts occurred during a
period of time where we were still a tenant in possession and otherwise entitled
to the exclusive possession of the premises.

We claim that as a result of the foregoing collective activities, Solars was
able to operate without interruption and without paying for it service. And,


                                       13


that but for these acts, Solars would have been unable to maintain its
connectivity and would have been required to pay for our services.

We claim that Mark Savoretti acted in concert with these defendants holding
himself out as the owner of Travelfile to our potential purchasers and further
disrupting the proposed sale of Travelfile. We claim that Solars and Savoretti
intentionally sought out our prospective purchaser and caused said purchaser to
abandon the Purchase.

We claim that our then landlord improperly obtained a judgment against us for
approximately $40,000. That with the use of the judgment, the landlord proceeded
to a Sheriff's sale of the hardware/ software and other equipment belonging to
us and that since said sale the defendants have been illegally using our
intellectual property.

We believe we have meritorious claims against these defendants and will
vigorously prosecute our claims. However, due to the inherent uncertainties of
the litigation process and the judicial system, we are not able to predict the
outcome of this litigation or the award of cost and/ or payment of verdict.

In November 2001, we filed a lawsuit in the United States District Court for the
Southern District of New York claming damages of $200,000,000 and requesting
other relief against Teakwood Ventures, LLC and related parties.

The suit claims causes of action against Teakwood Ventures, LLC, Aditha Reksono,
Dilip Misand, Cambridge Management Systems, Ltd, Global Systems Consulting, Ltd,
the Europe Corporation, AsiaGateway.com, Lulijanti Sudarto and Ina Indrawati.
Each defendant is named individually and as an officer/ employee of the
defendant corporation. The claims include allegations of fraud,
misrepresentation, breach of contract, violation of the RICO statutes and other
claims. We claim we are entitled to the return of our common stock issued to
Teakwood and related parties for the conversion of debt into common shares as
part of the funding agreements with Teakwood and other damages. Total shares
issued to Teakwood under the funding agreements were approximately 185,227,000
shares.

In February 2000, the Company entered into a binding funding agreement for
$10,000,000 with Teakwood Ventures, LLC (Teakwood). The agreement granted 20.65%
of the authorized common stock of the company for funding. In addition, in
October 2000, we entered into an amended binding funding agreement for an
additional $1,500,000 with Teakwood. We claim that Teakwood, in concert with the
remaining defendants, intentionally breached its agreements to fund in order to
exercise a repricing term provided for in the original agreement in favor of the
defendants. We also claim that the defendants, as part of a common plan and
scheme, attempted to seize control of us by falsely claiming to our employees
and other third parties that they were majority shareholders controlling 51% of
the company after repricing. Funding was not completed by Teakwood under either
agreement with us and no funding has been received by us since November 2000.

We claim that the defendants intentionally caused the default or otherwise
tortiously interfered with contractual agreements that we had with other
parties, causing each agreement to be impaired and eventually terminated.

We claim that the defendants intentionally interfered with our operations,
advising our employees that they should disregard the directives of our CEO,
Joseph Cellura, and that by virtue of the defendants' promises of funding and
oral representations made directly to our employees, we sustained damages as
related to employees' wages and insurance benefits .

We have been notified by the Montana Department of Labor and the New York State
Department of Labor that wage claims totaling approximately $70,000 have been
filed against us. We claim that Teakwood is responsible for our inability to
satisfy all wage claims filed against us.

We believe we have meritorious claims against these defendants and will
vigorously prosecute our claims. However, due to the inherent uncertainties of
the litigation process and the judicial system, we are not able to predict the
outcome of this litigation or the award of cost and/ or payment of verdict.



                                       14



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

In March 2000 as released in an 8k event we changed the name of the company to
orbitTRAVEL.com Corporation.

                                     PART II

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

Market Information and Dividends

On February 11, 2002, we had approximately 290 stockholders of record of our
common stock. We have not declared or paid any dividend on our common stock
since our inception. We do not anticipate declaring or paying any dividends on
our common stock for the foreseeable future.

Since our common stock was de-listed on March 22, 1999 from Nasdaq SmallCap
Market, our common stock has been traded over-the-counter under the symbol
"OBTV." The following table sets forth the quarterly high and low sales prices
per share of our common stock reported on the over-the-counter market:

                                                                   Closing Price
                                                                      Per Share
   Period or Quarter                                                 High    Low

   First Quarter 2000 ...........................................    1.13    .14
   Second Quarter 2000...........................................     .20    .02
   Third Quarter 2000............................................     .075   .02
   Fourth Quarter 2000...........................................     .035   .008
   First Quarter 2001 ...........................................     .015   .003
   Second Quarter 2001...........................................     .009   .001
   Third Quarter 2001............................................     .009   .001
   Fourth Quarter 2001...........................................     .004   .001

On February 11, 2002, the last reported sales price of our common stock on the
over-the-counter market was $.002 per share.

On February 11, 2002, we had 0 shares of convertible preferred stock
outstanding. This convertible preferred stock has a liquidation value of $1,000
per share. The holders of the convertible preferred stock are entitled to 18%
cumulative dividends payable quarterly. Since the convertible preferred stock
carries rights to cumulative 18% dividends, dividends that are not paid accrue.
During 1999 and 1998, we accrued $1,000,000 and $730,000, respectively, in
dividends payable. We would be required to pay these accrued dividends before
any dividends are allowed to be paid on our common stock. Our charter allows the
holders of the convertible preferred stock to convert their shares into shares
of our common stock by dividing $1,000 per share of convertible preferred stock
by the "conversion price." The "conversion price" is a formula based on the
lesser of $10.50 or 75% of the average closing price during the 10 trading-day
period prior to conversion.



                                       15




Sales of Unregistered Securities

The following sets forth all of our sales of unregistered securities during
2000, 2001 and during January 1, 2002 through February 11, 2002:

                                                          Brief description of the purchaser
          Date                      Securities               and the consideration therefor

January 1, 2000--         41,219,432 shares of common     Conversions of preferred stock
 March 31, 2000           stock

January 1, 2000--         8,340,000 shares of common      Issuance of common stock in
 March 31, 2000           stock                           settlement of litigation

January 1, 2000--         37,966,666 shares of common     Conversions of debt
 March 31, 2000           stock

May 12, 2000              33,009,041 shares of common     Issuances to various consultants,
                          stock                           employees, attorneys, and others

June 2, 2000              58,944,595 shares of common     Sale of shares to Teakwood
                          stock                           Ventures in part for $1,500,000

June 2, 2000              6,452,765 shares of common      Issuances to various consultants,
                          stock                           employees, attorneys, and others
                                                          and settlement of litigation.

August 17, 2000           50,761,421 shares of common     Sale of shares to Teakwood
                          stock                           Ventures in part for $1,000,000

August, 2000              18,900,000 shares of common     Issuances to various consultants,
                          stock                           employees, attorneys, and others.

October 1, 2000--         18,502,983 shares of common     Issuances to various consultants,
 December 31, 2000        stock                           employees, attorneys, and others.

October 1, 2000--         4,033,333 shares of common      Issuance of common stock in
 December 31, 2000        stock                           settlement of litigation

October 1, 2000--         76,000,000 shares of common      Conversions of debt
 December 31, 2000        stock

January 1, 2001--         500,000 shares of common        Issuance of common stock in
 March 31, 2001           stock                           settlement of litigation

April 1, 2001--           80,041,000 shares of common      Conversions of debt
 June 30, 2001            stock

July 1, 2001--            92,627,541 shares of common      Issuances to various consultants,
 September 31, 2001       stock                            employees, attorneys, and others.

July 1, 2001--            9,800,000 shares of common      Issuance of common stock in
 September 31, 2001       stock                           settlement of litigation

October 1, 2001--         6,000,000 shares of common      Issuances to various consultants,
 November 1, 2001         stock                            employees, attorneys, and others.



We believe that we took reasonable steps to ensure that each of the offerees in
these transactions were accredited investors under Rule 501 of the Securities
Act.



                                       16


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with the
consolidated financial statements for 2001 and 2000 included in this Annual
Report on Form 10-KSB.

Overview and Background

We were incorporated in Delaware on November 12, 1991 under the name "Longview
Golf Corporation." We changed our name to "Brassie Golf Holdings, Ltd." on
September 18, 1992, and then again, on March 29, 1993, to "Brassie Golf
Corporation." On June 2, 1998, we changed our name to "Divot Golf Corporation."
On March 1, 2000, a majority of the holders of the our common stock consented to
the approval of an amendment to our Certificate of Incorporation, changing the
our name to "Orbittravel.com Corporation." The name change was made effective on
April 20, 2000. In addition, on April 20, 2000 we changed our stock trading
symbol from "PUTT" to "OBTV" to better reflect our new name and business
strategy.

By mid 1997, we owned four golf courses and managed more than 20 others. Through
April 1998, we were engaged in acquiring, designing, constructing, operating and
managing private, semi-private and public golf courses in the United States. We
were also focused on business opportunities in the World Golf Village resort.
The World Golf Village is a destination golf resort located near Jacksonville,
Florida.

Due to labor and capital intensive programs associated with golf courses and the
poor operating results of our golf course ownership, design, and management
activities, we decided to refocus our business strategy. We elected to continue
our efforts in the World Golf Village. But instead of focusing on the ownership,
design, and management of golf courses, we decided to focus on developing,
licensing, and marketing of golf-related products and services. In July 1997, we
sold the division responsible for managing the third party-owned golf courses.
In August 1997, we sold our golf course design subsidiary. From November 1997
through April 1998, we sold the golf courses we owned.

To implement our new strategic focus, in April 1998 we acquired three golf-
related products companies, Divot Golf Corporation, Miller Golf, Inc. and
Talisman Tools Incorporated. After defaulting on a newly obtained line of credit
with Citizens Bank in February 1999, third parties foreclosed on our Miller Golf
assets after Citizens Bank sold the notes to such third parties. In addition, we
wrote off the newly acquired Divot Golf and Talisman Tools assets as of December
31, 1998.

As a result of our poor operating performance in the golf industry and perceived
opportunities in the e-commerce industry, we ceased our operations as a golf
related products and services company and repositioned ourselves as a value
added services provider specializing in e-commerce applications and providing
essential distribution services and on-line marketing solutions to the travel
industry worldwide.

In the fourth quarter of 2000, financing arrangements for the operation of our
travel distribution and e-commerce company failed and we have been unable to
continue these operations.

Recent Developments

We are currently in litigation to secure our operating assets that were seized
in April 2001. Since February 2000 the company had begun a new product
development program in certain segments of the travel industry as a content
provider in kids travel, entertainment travel, technology information and
financial information products & services for the internet, broadband, third
generation wireless and PDA applications. Through 2000, as a content provider
and distribution vehicle, along with our Global Distribution System, management
considered the company to be in a unique position to deliver its new products
and services to market. As significant changes in the dot com market have
evolved, beginning in late 2000 through the present, we have been negatively
impacted and have had to reestablish our focus to capitalize and deploy our
financial products, Brokerage Bar and X-change software, as our primary product
focus. We will attempt to spin off Orbittravelkids.com as a separate public


                                       17

entity which will contain certain joint content distribution partners. If we are
successful in our attempts to secure certain seized assets we will begin the
process of a spin off or sale of Travelfile in the wholly owned subsidiary
Orbittravel.com Inc.

Financing Activity

Since the fourth quarter of 2000 we have not received sufficient financing to
continue our operations. Teakwood Ventures, LLC did not fund additional amounts,
past November 2000, under the funding agreements executed with them in 2000.

Results of Operations

From November 1, 1999 through November 30, 2000, we derived fee revenues for use
of the Travelfile website. Because of this, we believe that period-to-period
comparisons may not be meaningful. The period-to-period changes are as follows:

Comparison of 2001 to 2000

Revenues. We generated no revenues in 2001. Revenues of $532,231 in 2000
consisted primarily of the Internet related revenues generated under Orbit
Network's GDS contracts that we have licensed under a right to use agreement
from Orbit Network since November 1, 1999.

Operating Expenses. Operating expenses in 2001 consisted of $620,962 of general
and administrative expenses, which includes $20,658 of depreciation and
amortization expense. Operating expenses in 2000 consisted of costs of Internet
related revenues of $278,831, $7,637,473 of general and administrative expenses,
which includes approximately $2.3 million of stock based compensation expenses
incurred by us and $20,867 of depreciation and amortization expense. Operating
expenses decreased by $7,316,209, or 92%, from $7,937,171 in 2000 to $620,962 in
2001. This decrease was due to the fact that our Internet operations ceased in
November 2000.

Other Expenses. Other expenses in 2001 consisted of $2,500,000 related to the
settlement of litigation and interest expense of $177,552. Other expenses in
2000 consisted of $1,657,580 related to the settlement of litigation, $279,898
of other expenses and $913,355 related to other costs incurred on the disposal
of certain assets, which we are pursuing recovery of litigation. In addition,
interest expense totalled $477,821. Other expenses decreased by $395,250, or
13%, from $3,072,802 in 2000 to $2,677,552 in 2001. This decrease is primarily
due to the settlement litigation and interest expenses related to the settlement
of debts in 2000.

Net Loss. Net loss decreased by $7,179,228, or 69%, from $10,477,742 in 2000 to
$3,298,514 in 2001.

Liquidity and Capital Resources

Capitalization. Our charter authorizes the issuance of 800.0 million shares of
common stock and 1.0 million shares of preferred stock. As of February 11, 2002,
we had approximately 556.9 million shares of our common stock outstanding. In
addition, we have agreed or intend to issue an additional approximate 80.5
million shares of common stock to existing security holders in exchange for all
of our outstanding convertible notes, including the notes that OrbitTravel.com
Inc., our wholly owned subsidiary, has issued since its inception on October 6,
1999.

Current and Future Liquidity Needs. We have not generated net cash from
operations for any period since 1996. We have primarily financed our operations
since 1996 through private sales of equity and debt securities. As of February
11, 2002, we have no principal source of cash or liquidity.

ITEM 7. FINANCIAL STATEMENTS

See page F-1 of the financial reported included in this Annual Report.

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


                                       18


On August 8, 2000, our Board of Directors approved the engagement of Holtz
Rubenstein & Co., LLP, based in New York, as our independent accountant. They
will replace Ernst & Young LLP who resigned on June 21, 2000. Through August 8,
2000, we nor anyone on our behalf consulted Holtz Rubenstein & Co., LLP
regarding (i) the application of accounting principles to any transaction,
either completed or proposed, or (ii) the type of audit opinion that might be
rendered by Holtz Rubenstein & Co., LLP on our financial statements.

                            PART III

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

The following table sets forth information regarding our executive officers and
directors:

           Name                  Age                Position

 Joseph R. Cellura..............  45 Chairman of the Board of Directors and
                                      Chief Executive Officer
 Gordon D. Ewart................  58 Director
 Byron K. Belser................  35 Director

Joseph R. Cellura has served as our Chairman of the Board of Directors and Chief
Executive Officer since June 1999. Mr. Cellura previously served as our Chairman
of the Board of Directors and Chief Executive Officer from September 3, 1997
until February 1999. During the interim period between serving as our Chairman
of the Board of Directors and Chief Executive Officer, Mr. Cellura independently
sought different business opportunities for us. Mr. Cellura originally joined us
as a result of our acquisition of Divot Corporation and Divot Development
Corporation. Mr. Cellura had served as an executive officer, and owned a
majority interest of the common stock, of Divot Corporation since 1989 and of
Divot Development Corporation since 1994. Prior to his coming to work with the
company, Mr. Cellura had been involved in varied and progressively more
responsible positions throughout his career with extensive travel experience
throughout the USA, Europe and Asia. Mr. Cellura is recognized for his vision,
creativity, marketing, and management leadership, in addition to several
challenging turn around strategies which have provided experience and knowledge
in legal stratagem and capital markets. During the period 1976-1992, Mr. Cellura
had a successful career in investment banking and the financial industry with
Shearson & Kidder Peabody & Co. Mr. Cellura attended the University of New York.


Gordon D. Ewart, has served as a director since November, 2000. He also served
as our director from November, 1991 until he resigned as Chairman of the Board
in May 1997. Since 1987, and prior to joining us, Mr. Ewart was co-founder of
three merchant banks based in Toronto, Canada and Bermuda: Resources Capital
International Ltd., Paramount Funding Corp. and Grafco Ltd., which firms were
utilized as investment vehicles to finance Canadian industrial and natural
resource companies. Mr. Ewart is also a director of Global (GMPC) Holdings, Inc.
(formerly New Total Group, Inc.), a Canadian public company.

Byron K. Belser, has served as a director since November, 2000. He also served
as our Director of Investor Relations and company Secretary since June 2000.
Prior to joining us, Mr. Belser served as a senior policy analyst for the
Clinton Administration in Washington, DC where he helped develop a national
lending program he held this post from 1994 to 1997. Mr. Belser has worked
extensively in the public sector in both the Executive and Legislative branches
of the US government. He started his career in 1990 as a legislative analyst for
US House of Representatives where he followed the House Ways & Means and the
House Banking Committee. In 1990 he was selected as Congressional Black Caucus
Fellow. As a Fellow, he pursued and accomplished and M.A. Economics
concentrating on Finance. Prior to joining the government (1988-1990), Mr.
Belser worked with the Export-Import Bank of the US as a financial analyst
concentrating on the South American region and its development. In 1997, Mr.
Belser moved to New York to manage a portfolio worth 40 million dollars for US
Government consisting primarily of long-term debt positions. Mr. Belser holds a


                                       19


B.A. in Economics from Howard University and a M.A. in Economics from the
American University, both in Washington, DC.

Each of our directors and executive officers are required to file with the SEC,
by a specified date, reports regarding his transactions involving our common
stock. To our knowledge, based solely on information furnished to us, none of
our directors and executive officers filed any such reports during 2000. We are
not aware of any transactions involving our common stock by any of our directors
or executive officers.

ITEM 10. EXECUTIVE COMPENSATION

Our directors have served without compensation for their services as directors,
but have been reimbursed for expenses incurred in connection with their duties.
It is anticipated that directors will continue to serve without compensation
(other than reimbursement of expenses). Other than the employment contracts
described below, we had no standard arrangements or policies for compensation of
our executives. The Board of Directors will, from time to time, determine the
compensation of our senior management in accordance with our prevailing
financial condition as the Board shall determine and provide other incentives to
promote successful management of our business. There were no bonus, stock option
or other incentive plans in effect for any level of management as of the end of
2000 or 2001 except for our 1998 Incentive Stock Option Plan and 1994 Stock
Option Plan and performance bonuses included in the employment agreement of Mr.
Cellura as more fully described below.

The following table sets forth information with respect to compensation paid to
each of the persons who served as our Chief Executive Officer during 2000 and
2001. No other executive officer received compensation in excess of $100,000
during 2001 or 2000.


                         Summary Compensation Table



                                                       Securities
                                           Annual      Underlying
                                        Compensation    Options     All Other
 Name and Principal Position     Year  Salary   Bonus     (#)     Compensation

Joseph R. Cellura............... 2001 $250,000 $    --       --     $  --
                                 2000 $250,000 $    --       --     $  --
 Chief Executive Officer         1999 $ 53,798 $    --       --     $155,362

Mr. Cellura served on our Board of Directors as our Chairman and Chief Executive
Officer from September 3, 1997 until he resigned on February 16, 1999. On
February 17, 1999, the remaining members of the Board elected Jeremiah M. Daly,
another Board member and our then President, to serve as Chairman and Chief
Executive Officer. Mr. Daly resigned from all of those positions, including as a
member of our Board, effective April 28, 1999, at which time our Board appointed
Kenneth Craig to serve as President and Chief Executive Officer. Mr. Craig was
appointed Chairman on May 6, 1999. He was succeeded as Chairman and Chief
Executive Officer by Mr. Cellura on June 24, 1999. Mr. Craig's service to us was
terminated under a separation agreement, dated September 1, 1999, which settled
his claims that we wrongfully dismissed him from his elected offices. See "Legal
Proceedings."

All stock options that we have granted since our inception have been forfeited.
At the end of 2001, there were no unexercised options or stock appreciation
rights held by our executives which were outstanding.

Employment Contracts

We have entered into employment agreements with our executive management,
including a seven-year employment agreement with Mr. Cellura that was effective
as of June 24, 1999. Under our agreement with Mr. Cellura, we have agreed to pay


                                       20


him an annual base salary of at least $250,000. We have also agreed to reimburse
Mr.Cellura approximately $9,000 per month to enable Mr. Cellura to maintain an
office and residence in New York City. In addition to these amounts, we have
agreed to pay Mr. Cellura an annual performance/incentive bonus on the following
terms:

                                                                Mr. Cellura's
   Our Fiscal Year Revenue                                         Bonus

   $0 to $2.0 million........................................ 5% of base salary
   $2.0 million to $5.0 million.............................. 15% of base salary
   $5.0 million to $10.0 million............................. 30% of base salary
   $10.0 million or greater.................................. 50% of base salary


The employment agreement with Mr. Cellura also provides for the issuance of 5.0
million options to purchase shares of our common stock upon our adoption of a
new stock option plan, all of which will be immediately exercisable. Mr.
Cellura's employment agreement provides anti-dilution protection to Mr. Cellura
such that in the event we ever issue any additional shares at a price less than
the exercise price then in effect for the options granted to Mr. Cellura, the
exercise price of his options will be proportionately reduced. In addition to
requiring us to record compensation expense each time the exercise price of his
options is reduced, this provision could have the effect of discouraging us from
undertaking various financing transactions in the future that may otherwise be
in your best interest.

If we terminate Mr. Cellura's employment agreement without cause at any time
during the term of his seven-year employment agreement, we are required to
fulfill the following severance obligations:

        (1) we must continue to reimburse Mr. Cellura after termination of his
employment for approximately $9,000 per month to enable Mr. Cellura to maintain
an office and residence in New York City for the balance of the term of the
agreement;

        (2) in the event Mr. Cellura continues after termination of his employment
to hold options, warrants or other securities convertible into our common stock,
the exercise prices of such securities will be proportionately reduced if we
issue common stock at a price lower than the exercise price then in effect for
his convertible securities;

        (3) we must pay Mr. Cellura a lump sum equal to the sum of the present
value of 100% of his base salary for the balance of the term of the employment
agreement;

        (4) we must pay Mr. Cellura an additional lump sum equal to $1.25 million;

        (5) we must execute a UCC-1 financing statement on behalf of Mr. Cellura
enabling him to record a lien against our assets to secure payment of the $1.25
million severance payment;

In addition, regardless of whether or not we have previously terminated Mr.
Cellura's employment, if upon expiration of Mr. Cellura's seven-year employment
term, we elect not to offer Mr. Cellura an additional five-year employment
contract, we must pay him an additional lump sum of $900,000.

We may only avoid these severance obligations if we terminate Mr. Cellura's
employment for cause. In order for us to terminate Mr. Cellura's employment for
cause, we must follow the procedures set forth in his employment agreement. We
would be required to give Mr. Cellura 90 days' prior written notice of his
termination for cause. Mr. Cellura would have 90 additional days to elect
whether or not to object to his termination. If Mr. Cellura objects, our board
would be required to convene a special meeting within 30 days, at which Mr.
Cellura would have the right to attend, to review his objection and determine
whether or not sufficient evidence exists to terminate Mr. Cellura's employment
for cause. Mr. Cellura may again object to our board's determination by filing a
request for arbitration of this matter within 30 days of the board's
determination. The arbitration would be required to take place within 60 days of
notice of the request. If Mr. Cellura objects to termination of his employment
for cause, Mr. Cellura would remain in his position as our chief executive



                                       21


officer, and continue to receive amounts due to him under the employment
agreement, until the matter has been finally determined. This process could take
up to 10 months. Even if we are successful in terminating Mr. Cellura's
employment for cause, if upon expiration of Mr. Cellura's seven-year employment
term, we elect not to offer Mr. Cellura an additional five-year employment
contract, we must pay him an additional lump sum of $900,000.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We set forth below information regarding the beneficial ownership of our common
stock as of February 11, 2002 by each director, each executive officer, all
executive officers and directors as a group and each person known to us to
beneficially own more than 5% percent of our common stock.

                                                          Number of
                                                            Shares     Percent
                                                         Beneficially   of All
Name of Beneficial Owner                                    Owned     Shares (1)

Joseph R. Cellura.......................................  121,900,874   21.9%
Gordon D. Ewart (2).....................................   81,000,000   14.5
Byron Belser(3).........................................    5,450,000    1.0
Cambridge Management Systems, Ltd(4)....................   44,714,050    8.0
Ina Indrawati(4)........................................   42,000,000    7.5
Europe Corporation(4)...................................   38,498,210    6.9
Lulijanti Sudarto(4)....................................   33,000,000    5.9
Global Systems Consulting, Ltd(4).......................   26,493,755    4.8
AsiaGateway.com(4)......................................      200,000     *
All executive officers and directors
 as a group (3 persons).................................  208,350,874   37.4

(1) Based on 556,852,418 shares outstanding.
(2) Includes shares held by various affiliates
(3) Includes shares held by various affiliates
(4) Includes shares issued as a part of the Teakwood financing.
* Less than 1%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 7, 1998, we loaned Mr. Cellura $65,388. This loan was originally
evidenced by an unsecured promissory note which bears interest at the rate of
6%. The terms of the loan require that it be repaid on or before June 30, 1998.
Mr. Cellura did not participate in the Board's decision, to approve this loan.
We believe that the terms of this loan were commercially reasonable. We forgave
this note payable and recorded the $65,388 as compensation expense. We have also
made advances to Mr. Cellura and to Divot Development Corporation, a Florida
corporation which is wholly-owned by Mr. Cellura, in the total aggregate amount
of $141,500. Effective December 31, 1999, these advances have been offset
against certain accruals and payables to Mr. Cellura or discharged as part of
his settlement agreement.

In January and May of 1999, a group of our former stockholders and employees and
stockholders and employees of various companies that we acquired in April 1998,
which formerly were controlled by Mr. Cellura, our chief executive officer,
filed three lawsuits in the United States District Court for the Southern
District of New York against us, these various acquired corporations, Mr.
Cellura and several of our other executive officers and stockholders. The
complaints alleged, among other things, that (1) we had failed to issue an
aggregate of 15.0 million shares of our common stock (such number of shares is
prior to the effect of a 15-for-1 reverse stock split effected with regard to
our common stock on June 2, 1998), (2) we and our officers committed fraud in
the issuance of securities, and (3) various breaches of contract. The parties to
the lawsuit entered into a settlement agreement as of June 29, 1999 pursuant to
which the plaintiffs agreed to release the defendants from all of the claims in
the lawsuits in exchange for: (1) a note payable in the amount of $225,000;



                                       22


(2) the issuance of 7.65 million shares of our common stock; and (3) the assignment
by Mr. Cellura of all of his rights, title or interest to the profits generated
from a few parcels of land in the World Golf Village. Mr. Cellura assigned these
rights to the plaintiffs on June 24, 1999. We instructed our transfer agent to
issue the 7.65 million shares of our common stock in August 1999, and such
shares were ultimately issued February 29, 2000. Jeremiah Daly, our former Chief
Executive Officer, received 333,334 shares. Douglas Dollinger, a lawyer who
filed the lawsuit on behalf of the plaintiffs, received 2.5 million shares. Mr.
Dollinger currently serves as outside Counsel to us on certain matters and is a
prior executive officer and director. As of February 11, 2002, we owe $30,000
under the $225,000 note payable and are in default on this balance due plus
interest. We cannot assure you that the plaintiffs will not seek court action to
collect the amounts due and we would incur substantial expenses if we must
defend any additional actions in connection with these lawsuits.

In June 1999, Joseph R. Cellura, our chief executive officer, threatened to file
a lawsuit against us alleging, among other things, that: (1) Mr. Cellura had
suffered substantial monetary loss in the defense of the lawsuits we refer to in
the previous paragraph; (2) Mr. Cellura had suffered real and substantial damage
to his personal character as a result of the filing of these lawsuits; (3) we
failed to issue to Mr. Cellura and other stockholders in various companies
controlled by him an aggregate of 20.0 million shares of our common stock and
5.0 million options to purchase shares of our common stock (such number of
shares is prior to the effect of a 15-for-1 reverse stock split effected with
regard to our common stock on June 2, 1998); and (4) we failed to indemnify Mr.
Cellura as required by our indemnity agreement with him in connection with these
lawsuits. We and Mr. Cellura agreed to enter into a settlement agreement,
effective as of June 29, 1999, pursuant to which Mr. Cellura agreed to release
us from these claims in exchange for: (1) a note payable in the amount of
$250,000; and (2) the issuance of approximately 27.34 million shares of our
common stock. As of February 11, 2002, we have repaid approximately $165,000 due
under the $250,000 note payable. This note payable currently matured on April
30, 2000 and is in default. We cannot assure you that we will have sufficient
funds available to repay the remaining amounts outstanding under the note
payable upon maturity or that we would be able to extend the maturity date of
the note payable. If we are not able to repay the note payable according to its
terms, we cannot assure you that Mr. Cellura will not seek court action to
enforce the terms of the settlement agreement. We would incur substantial
expenses if we must defend any such court action.

Clifford F. Bagnall, one of our former directors and our current chief financial
officer, had threatened to file a lawsuit against us alleging that we owe Mr.
Bagnall amounts due under his employment contract in force while he was an
executive officer. We and Mr. Bagnall agreed to enter into a settlement
agreement, effective as of January 31, 2000, pursuant to which Mr. Bagnall
agreed to release us from this claim in exchange for: (1) a note payable in the
amount of $100,000; and (2) the issuance of 5.3 million shares of our common
stock. As of February 11, 2002, we have repaid $57,500 under the $100,000 note
payable. This note payable currently matured on May 15, 2000 and was extended
until August 2000. The note is currently in default plus interest. We cannot
assure you that we will have sufficient funds available to repay the remaining
note payable or that we would be able to extend the maturity date of the note
payable. If we are not able to repay the note payable according to its terms, we
cannot assure you that Mr. Bagnall will not seek court action to enforce the
terms of the settlement agreement. We would incur substantial expenses if we
must defend any such court action.

Kenneth Craig, one of our former directors and executive officers, has
threatened to file a lawsuit against us alleging that we owe Mr. Craig amounts
due under his employment contract in force while he was an executive officer. We
and Mr. Craig agreed to enter into a separation agreement, effective as of
September 1, 1999, pursuant to which Mr. Craig agreed to release us from this
claim in exchange for: (1) a note payable in the amount of $75,000; and (2) the
issuance of 3.5 million shares of our common stock. As of February 11, 2002, we
have not repaid any amounts due under the $75,000 note payable. This note
payable currently matured on June 30, 2000 and is in default. We cannot assure
you that we will have sufficient funds available to repay the note payable or
that we would be able to extend the maturity date of the note payable. If we are
not able to repay the note payable according to its terms, we cannot assure you
that Mr. Craig will not seek court action to enforce the terms of the settlement


                                       23


agreement. We would incur substantial expenses if we must defend any such court
action.

On January 27, 2000, Spartan Capital Management, LLC, a limited liability
company controlled by David Noosinow, a prior director and executive officer,
entered into an asset purchase agreement with Mark Savoretti pursuant to which
Spartan Capital agreed to acquire the intellectual property assets related to
the Travelfile website previously owned by Orbit Network for $600,000 in cash
and the issuance of 3.0 million shares of our common stock. Mr. Savoretti, a
creditor of Orbit Network, acquired these assets from Orbit Network through a
judicial foreclosure proceeding on January 13, 2000 after Orbit Network failed
to pay approximately $770,000 owed to Mr. Savoretti. Immediately upon execution
of this asset purchase agreement, Spartan Capital Management, LLC assigned all
of its rights and obligations under the agreement to us for $10. One of the
obligations assigned is an obligation to enter into consulting agreements with
Mr. Savoretti and another person, under which we would pay a total of $450,000
over three years. We thereafter acquired the intellectual property assets
related to the Travelfile website directly from Mr. Savoretti in exchange for
$60,000 in cash, a note payable in the amount of $540,000 and 3.0 million shares
of common stock.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

 (a) Exhibits


  2.1(1) Stock Purchase Agreement effective as of April 20, 1998 by and among
         us, Talisman Tools Incorporated and Daniel S. Shedd and Dixon Newbold
  2.2(2) Stock Purchase Agreement effective as of April 15, 1998 by and among
         us, Divot Golf Corporation, a Florida corporation, and Joseph R.
         Cellura
  2.3(3) Stock Purchase Agreement effective as of January 28, 1998 by and among
         us, Miller Golf, Inc. and Robert Marchetti, Louis Katon and John
         Carroll
  2.4(10)Sale and Assignment Agreement dated as of January 27, 2000 by and
         among Mark Savoretti and Spartan Capital Management, LLC
  2.5(10) Assignment Agreement dated as of January 27, 2000 by and among us and
          Spartan Capital Management, LLC
  2.6(10) Right to Use Agreement dated as of November 1, 1999 by and among us
          and Orbit Network, Inc.
  2.7(10) Letter of Intent dated as of February 9, 2000 by and among us and
          AnimInet, Inc.
  2.8(10) Stock Acquisition Agreement dated as of January 31, 2000 by and among
          us and Wilhelmina Artist Management LLC
  3.1(4)  Our Certificate of Incorporation
  3.2(4)  Our Bylaws
  3.3(5)  Amendment to our Certificate of Incorporation filed July 18, 1994
  4.1(6)  Certificate of Designations, Preferences and Rights of our 1997
          Convertible Preferred Stock dated December 29, 1997
  4.2(6)  Certificate of Designations, Preferences and Rights of 10,500 shares
          of our 1997 Convertible Preferred Stock dated January 13, 1998
  4.3(10) Form of Exchange Letter between us and the holders of our 1997
          Convertible Preferred Stock
  4.4(10) Funding Commitment Letter and Subscription Agreement as of February
          15, 2000 by and between us and Teakwood Ventures, LLC
 10.1(7)  Form of Warrant issued to the Summit Stockholders dated June 30, 1995
 10.2(7)  Form of Warrant and Registration Rights Agreement issued to financial
          advisor dated June 30, 1995
 10.3(8)  Agreement in Principle dated February 21, 1996 between us, Gordon
          Ewart, our four golf course subsidiaries and our three pension fund
          partners.
 10.4(6)  Form of Convertible Debenture Agreement dated November 18, 1997
          between us and the signatories, with form of warrant to purchase
          shares of our common stock
 10.5(6)  Form of Private Placement Purchase Agreement dated December 3, 1997


                                       24


          between us and the signatories, with form of warrant to purchase
          shares of our common stock
 10.6(3)  Form of Private Placement Memorandum dated April 3, 1998 between us
          and the signatories, with form of warrant to purchase shares of our
          common stock.
 10.7(10) Employment Agreement dated June 24, 1999 between us and Joseph R.
          Cellura
 10.8(10) Employment Agreement dated November 1, 1999 between us and Dean E.
          Miller
 10.9(10) Employment Agreement dated November 1, 1999 between us and David A.
          Noosinow
 10.10(10)Employment Agreement dated December 1, 1999 between us and Douglas R.
          Dollinger
 10.11(10)Intentionally Omitted
 10.12(10)Intentionally Omitted
 10.13(10)Form of Exchange Letter between us and the holders of our convertible debt
 10.14(10)Settlement Agreement dated as of June 24, 1999 between us and Joseph
          R. Cellura
 10.15(10)Separation Agreement dated as of September 1, 1999 between us and
          Kenneth Craig
 10.16(10)Settlement Agreement dated as of January 31, 2000 between us and Clifford
          F. Bagnall
 10.17(10)Settlement Agreement dated as of January 31, 2000 between us and Kirk
          Scoggins
 10.18(10)Memorandum of Settlement dated as of June 29, 1999 between us and the
          Plaintiff Group
 10.19(9) Our 1998 Incentive Stock Option Plan
 10.20(10)Form of OrbitTravel.com, Inc. Convertible Note
 10.21(10)Management Agreement dated November 17, 1999 between OrbitTravel.com,
          Inc. and Bonveno.com Limited
 10.22(10)European Specific Software Development Agreement dated November 17, 1999
          between OrbitTravel.com, Inc. and Bonveno.com Limited
10.23(10)Operational Agreement dated November 17, 1999 between OrbitTravel.com, Inc.
         and Bonveno.com Limited
 10.24(10)Interactive Services Agreement between America Online, Inc. and Orbit
          Network, Inc. dated as of May 1, 1999
 10.25(10)Agreement dated as of July 1, 1996 between Applied Information
          Services, Inc. and Amadeus Marketing, S.A.
 10.26(10)Associate Distribution and Services Agreement dated as of April 2,
          1998 between Orbit Network, Inc. and The Sabre Group, Inc.
10.27(10)Services Display and Reservations Agreement dated as of November 24,
          1998 between Orbit Network, Inc. and Galileo International, L.L.C.
 10.28(10)Associate Participation Global Reference System Agreement dated as of
          August 2, 1999 between Orbit Network, Inc. and WorldSpan, L.P.
 10.29(10)Certificate of Incorporation of OrbitTravel.com, Inc.
 10.30(10)Bylaws of OrbitTravel.com, Inc.
 10.31(10)Joint Venture Agreement dated November 17, 1999 among WebTravel Systems
          Limited, OrbitTravel.com, Inc. and Bonveno.com Limited
 10.32(10)Form of Indemnification Agreement
 10.33(10)Joint Content Distribution Agreement dated January 9, 2000 between
          OrbitTravel.com, Inc. and AsiaGateway.com, Ltd.
 10.34(10)Consulting Services Agreement and Joint Consent Agreement dated February
          7, 2000 by and among OrbitTravel and Laspata/Decaro Studio Corp.
 10.35(11)Settlement Agreement between Divot Golf Corporation and Joseph
          Salvani, dated March 1, 2000 *
 10.36(11)Settlement Agreement between Divot Golf Corporation and Joseph Cellura
          Trust, dated March 1, 2000 *
 10.37(11)Addendum to Funding Commitment Letter and Subscription Agreement
          between Teakwood Ventures, LLC  and orbitTRAVEL.com Corporation *
 10.38(12)Restated and Amended Funding Agreement and Secured Revolving Credit Agreement
          between  Teakwood Ventures, LLC  and OrbitTRAVEL.com Corporation

  21(10)  Our subsidiaries


 (1) Incorporated by reference from our Current Report on Form 8-K dated April
    20, 1998.


                                       25


(2) Incorporated by reference from our Current Report on Form 8-K dated April
    15, 1998.
(3) Incorporated by reference from our Current Report on Form 8-K dated April 8,1998.
(4) Incorporated by reference from our Form 10 filed on December 13, 1993.
(5) Incorporated by reference from our Form 10 filed on September 15, 1994.
(6) Incorporated by reference from our Annual Report on Form 10-KSB for 1997.
(7) Incorporated by reference from our Annual Report on Form 10-K for 1995.
(8) Incorporated by reference from our Current Report on Form 8-K dated August
    30, 1996.
(9) Incorporated by reference from our Registration Statement on Form S-8 filed
    September 1, 1998.
(10)Incorporated by reference from our Annual Report on Form 10-KSB for 1999.
(11)Incorporated by reference from our Quarterly Report on Form 10-QSB for March 31, 2000.
(12)Incorporated by reference from our Quarterly Report on Form 10-QSB for September 30, 2000.

 (b) Reports on Form 8-K

     NONE
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on February 25, 2002.

                                          DIVOT GOLF CORPORATION

                                          By: /s/ Joseph R. Cellura
                                              Joseph R. Cellura
                                              Chief Executive Officer

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

             Signature                  Title                      Date


     /s/ Joseph R. Cellura      Chairman of the Board of           February 25, 2002
         Joseph R. Cellura      Directors and Chief Executive
                                Officer

    /s/ Gordon D. Ewart         Director                           February 25, 2002
        Gordon D. Ewart

    /s/ Byron Belser            Director                           February 25, 2002
        Byron Belser




                                       26



                           Orbittravel.com Corporation

                                      INDEX
            CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001
               AND FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000


Independent Auditors Report                                                F-1

Consolidated Balance Sheet as of December 31, 2001                         F-2

Consolidated Statements of Operations for the years ended
         December 31, 2001 and 2000                                        F-3

Consolidated Statement of Shareholders' Deficit                            F-4

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

Notes to Consolidated Financial Statements                                 F-6




                                       26








                         REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Orbittravel.com Corporation

We have audited the accompanying consolidated balance sheet of Orbittravel.com
Corporation and subsidiaries as of December 31, 2001, and the related
consolidated statements of operations, shareholders' deficit and cash flows for
each of the two years in the period ended December 31, 2001. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Orbittravel.com
Corporation and subsidiaries at December 31, 2001, and the consolidated results
of their operations and their cash flows for each of the two years in the period
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
that the Corporation will continue as a going concern. As more fully described
in Note 1, the Corporation has incurred recurring operating losses, has pending
litigation, has a shareholders' deficit of approximately $11.5 million, and has
a working capital deficiency. These conditions raise substantial doubt about the
Corporation's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.






HOLTZ RUBENSTEIN & CO., LLP
Melville, New York
February 20, 2002




                                       F-1
                                       27






                           ORBITTRAVEL.COM CORPORATION

                           CONSOLIDATED BALANCE SHEET

                             AS OF DECEMBER 31, 2001


                      ASSETS
Current assets-
  Accounts receivable from related parties.........       49,260 
Furniture and equipment at cost:
  Furniture and equipment..........................      120,133
  Less accumulated depreciation ...................      (74,833)
                                                          45,300 
    Total assets................................... $     94,560
                                                    ============
       LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
  Accounts payable................................. $  1,136,211
  Accrued expenses.................................    3,677,254
  Accrued compensation and payroll.................      438,333

  Notes payable....................................    5,430,111
  Notes payable to related parties.................      828,000 
    Total current liabilities......................   11,509,909

Commitments and Contingencies (Note 9)

Shareholders' deficit:
  Convertible Preferred Stock, $.001 par value;
   5,000,000 shares authorized; 281 shares
   issued (aggregate liquidation preference of $0)..         281
  Common Stock, $.001 par value; 800,000,000 shares
   authorized; 556,852,418 issued and outstanding..      556,852
  Additional paid-in capital.......................   57,419,257
  Accumulated deficit..............................  (69,180,802)
Convertible Preferred Stock held in treasury,
   281,250 shares..................................     (210,937)
    Total shareholders' deficit....................  (11,415,349)
    Total liabilities and shareholders' deficit.... $     94,560
                                                    ============



See notes to consolidated financial statements





                                       F-2
                                       28



                           ORBITTRAVEL.COM CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                     Year Ended December 31,
                                                        2001          2000

Operating revenues:
  Internet related revenues.........................  $       --  $    532,231 
    Total operating revenues........................          --       532,231
Operating expenses:
  Cost of internet related revenues.................          --       278,831
  General and administrative expenses...............     600,304     7,637,473
  Depreciation and amortization expense.............      20,658        20,867 
    Total operating expenses........................     620,962     7,937,171 
                                                        (620,962)   (7,404,940)
Other income (expense):
  Interest expense -- contractual...................    (177,552)     (477,821)
  Loss on disposal of assets......................            --      (913,355)
  Interest and other income.........................          --       255,852
  Litigation settlement expense.....................  (2,500,000)   (1,657,580)
  Other expense.....................................          --      (279,898)
                                                      (2,677,552)   (3,072,802)

  Net loss.......................................... $(3,298,514) $(10,477,742)

Basic and diluted loss per common share............. $     (0.01) $      (0.06)
                                                     ===========  ============
Weighted average number of common shares
 outstanding........................................ 457,146,500   183,172,600
                                                     ===========  ============



See notes to consolidated financial statements





                                       F-3
                                       29




                           ORBITTRAVEL.COM CORPORATION

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT


                                                                                           Convertible
                                            Convertible      Additional                     Preferred
                          Common Stock    Preferred Stock     Paid-in    Accumulated      Treasury Stock
                         Shares   Amount   Shares    Amount   Capital      Deficit      Shares    Amount       Total
Balance at January
 1, 2000............. 13,753,642 $13,754   286,835   $  287 $42,523,558  $(55,404,546) (281,250) $(210,937) $(13,077,884)
Net loss                      --      --        --       --          --    (10,477,742)   --        --    (10,477,742)
Issuance of Common
 Stock in connection
 with conversion of
 Preferred Stock...... 41,219,432  41,219   (5,585)      (6)   1,688,787          --        --        --        1,730,000
Issuance of Common
 Stock in connection
 with conversion of
 debt................. 37,966,666  37,967       --       --    6,170,843         --         --        --        6,208,810
Issuance of Common
 Stock in connection
 with settlement of
 litigation...........  8,340,000   8,340       --       --    1,274,077        --           --        --       1,282,417
Issuance of Common
 Stock for cash....... 58,944,595  58,945       --       --    1,441,055         --         --        --        1,500,000
Issuance of Common
 Stock in connection
 with settlement of
 litigation...........  4,452,765   4,452       --       --      221,593       --           --        --          226,045
Issuance of Common
 Stock in connection
 with consulting
 services and intan-
 gible assets acquired 35,009,041  35,009       --       --    1,407,513       --           --        --        1,442,522
Issuance of Common
 Stock for cash....... 50,761,420  50,761       --       --      949,239       --           --        --        1,000,000
Issuance of Common
 Stock in connection
 with employees and
 consulting services   18,900,000  18,900       --       --      557,266       --           --        --          576,166
Issuance of Common
 Stock in connection
 with conversion of
 debt.................  1,000,000   1,000       --       --       10,050       --           --        --           11,050
Issuance of Common
 Stock in connection
 with employees and
 consulting services   18,502,983  18,503       --       --      185,955       --           --        --          204,458
Issuance of Common
 Stock in connection
 with settlement of
 litigation...........  4,033,333   4,033       --       --       40,536       --           --        --           44,569
Issuance of Common
 Stock in connection
 with private
 Placement............ 75,000,000  75,000       --       --      753,750       --           --        --          828,750

Balance at December
 31, 2000             367,883,877 $367,883  281,250   $  281 $57,224,222 $(65,882,288) (281,250) $(210,937)   $(8,500,839)
Net loss                      --      --        --       --          --    (3,298,514)      --        --       (3,298,514)
Issuance of Common
 Stock in connection
 with conversion of
 debt................. 80,041,000   80,041      --       --      160,082       --           --        --          240,123
Issuance of Common
 Stock in connection
 with services         92,627,541   92,628      --       --       27,788       --           --        --          120,416
Issuance of Common
 Stock in connection
 with settlement of
 litigation........... 16,300,000   16,300      --       --        7,165       --           --        --           23,465

Balance at December
 31, 2001.............556,852,418 $556,852   281,250  $   281 $57,419,257 $(69,180,802)  (281,250) ($210,937) $(11,415,349)
                       ========== ======== =========   ====== ===========  ============  ========  =========  ============

See notes to consolidated financial statements

                                       F-4
                                       30




                           ORBITTRAVEL.COM CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                     Year Ended December 31,
                                                        2001         2000

Operating Activities
Net loss........................................... $(3,298,514) $(10,477,742)
Adjustments to reconcile net loss to net cash used
 in operating activities:
  Loss on disposal of assets.......................          --       913,355
  Issuance of shares for compensation..............     143,881     4,941,095
  Depreciation and amortization....................      20,658        20,867
  Trade accounts receivable........................          --        82,608
  Accounts receivable from related parties.........          --        65,072
  Prepaid expenses and other assets................       5,000       283,442
  Accounts payable.................................          --       (74,403)
  Accrued expenses and other liabilities...........   2,836,552        92,755
  Accrued compensation.............................     288,333       150,000
  Amounts due to related parties...................          --       (60,500)

Net cash used in operating activities..............      (4,090)   (4,063,451)

Investing Activities
Payments for intangible assets.....................          --      (247,500)
Purchases of property and equipment................          --      (106,284)

Net cash used in investing activities..............          --      (353,784)

Net cash provided by financing activities
Proceeds from borrowings, net......................          --     1,746,833
Proceeds form issuance of stock....................          --     2,500,000 

Net cash provided by financing activities..........          --     4,246,833 

Decrease in cash...................................      (4,090)     (170,402)
Cash at beginning of year..........................       4,090       174,492 

Cash at end of year................................ $        --    $    4,090 

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest........... $       --   $          -
                                                    ===========  ============




See notes to consolidated financial statements


                                       F-5
                                       31




                           ORBITTRAVEL.COM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000

1. BUSINESS OF THE COMPANY, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Orbittravel.com Corporation ("the Company") through its subsidiaries is engaged
in the development, licensing and marketing of golf-related businesses.
Additionally, the Company plans to reposition itself by providing specialized
e-commerce applications and providing essential distribution services and
on-line marketing solutions to the travel industry worldwide.

As of December 31, 2001, the Company has net working capital deficiency of
$11,460,650 and a shareholders' deficit of $11,415,349. The Company has had
recurring net losses, pending litigation and is not generating revenues from its
operations to fund its activities since its assets were seized by its landlord
and other creditors to the Company and therefore is dependent on additional
financing from external sources. These factors among others raise substantial
doubt about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments relating to the
recoverability of assets and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern. The
Company is actively working to secure the assets which were seized and to raise
additional equity and debt financing and, if successful, management believes
that the Company will have adequate resources to continue to meet its current
debt obligations, fund capital improvements and expand and develop its
businesses. There is no assurance that such additional funding will be completed
and the inability to obtain such financing would have a material adverse effect
on the Company and its ability to survive.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
all wholly and majority-owned subsidiaries. All material intercompany accounts
and transactions are eliminated in consolidation.

Furniture and Equipment

Furniture and equipment is recorded at cost. Depreciation on furniture and
equipment begins when the assets are placed into service and is charged to
operations over the estimated useful lives of the assets (3 to 5 years),
utilizing the straight-line method for financial reporting purposes and
accelerated methods for tax purposes.

Cash and Cash Equivalents

The Company considers highly liquid, short-term investments with a maturity of
three months or less when purchased to be cash equivalents.

Revenues

Revenues for product related sales, net of allowance for returns, are recognized
at the time merchandise is shipped to the customer.


                                       F-6
                                       32


                           ORBITTRAVEL.COM CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Internet related revenues are derived from development of Internet services
including creating, hosting and maintaining Web sites, informational listings,
banner advertising and transactions including fees for online brochure ordering.
Certain advertising contracts include guarantees of a minimum number of
impressions. To the extent minimum guaranteed impressions are not met, the
Company defers revenue recognition until the guaranteed impression levels are
achieved. Contract terms range from one to twelve months. Revenues are
recognized ratably over the term of each contract.

Stock Based Compensation

On January 1, 1996, the company adopted Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation ("FAS 123"), which
requires companies to recognize as expense the fair value of all stock-based
awards on the date of grant, or continue to apply the provisions of Accounting
Principles Board Opinion No. 25 ("APB 25") and provide pro forma net income and
pro forma earnings per share disclosures for employee stock option grants as if
the fair-value-based method defined in FAS 123 had been applied. The Company has
elected to continue to apply the provisions of APB 25 and provide the pro forma
disclosure provisions of FAS 123 (See Note 7, "Stock Options").

Advertising Expense

The cost of advertising is expensed as incurred. The Company incurred
approximately $0 and $25,000 in advertising costs during the years ended
December 31, 2001 and 2000, respectively.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.


Net Loss Per Share

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, Earnings per Share ("FAS 128"). FAS 128 replaced
the calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All earnings per share amounts for
all periods have been presented to conform to the FAS 128 requirements. Stock
options, warrants and the convertible debentures are considered anti-dilutive
and therefore have not been included in the computation.




                                       F-7
                                       33



                           ORBITTRAVEL.COM CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Long Lived Assets

Impairment losses are recognized when expected future cash flows are less than
the assets' carrying value. Accordingly, when indicators of impairment are
present, the Company evaluates the carrying value of the asset in relation to
the operating performance and future undiscounted cash flows of the underlying
business. The Company adjusts the net book value of the underlying assets if the
sum of expected future cash flows is less than book value.

Fair Value of Debt

The Company estimates that the fair value of notes payable approximates the
carrying value based upon its effective current borrowing rate for debt with
similar terms and remaining maturities. Disclosure about fair value of financial
instruments is based upon information available to management as of December 31,
2001. Although management is not aware of any factors that would significantly
affect the fair value of amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date.

Comprehensive Income

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income ("FAS
130"). FAS 130 requires that total comprehensive income and comprehensive income
per share be disclosed with equal prominence as net income and earnings per
share. Comprehensive income is defined as changes in stockholders' equity
exclusive of transactions with owners such as capital contributions and
dividends. The Company adopted this Standard in 1998. The Company did not report
any items of other comprehensive income in any of the years presented.


2. NON-CASH INVESTING AND FINANCING ACTIVITIES

During the year ended December 31, 2001 the following significant non-cash
Investing and Financing activities occurred:

The Company issued 80,041,000 shares of common stock in satisfaction of debt of
$210,000 and interest of approximately $30,000.

During the year ended December 31, 2000 the following significant non-cash
Investing and Financing activities occurred:

Debt of $540,000 was issued in consideration for other assets which includes
certain intellectual property assets related to the Travelfile website. An
additional $369,755 of debt was issued in order to pay off various other accrued
liabilities.

All outstanding preferred shares, including $1,730,000 in accrued dividends,
were converted to 41,219,432 shares of common stock.

The Company issued 76,000,000 shares of common stock in satisfaction of
approximately $350,000 in debt. As a result approximately $473,750 of interest
expense was recorded for the excess of the fair market value of the shares on
the date of issuance versus the amount of debt previously received.



                                       F-8
                                       34



                           ORBITTRAVEL.COM CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. NOTES PAYABLE

Notes payable consists of the following at December 31, 2001:

Unsecured convertible 7% and 9% debentures due at
 various dates in 2000, principal and interest payable
 at maturity, unless converted into common stock...........$3,160,907
Unsecured 7% notes payable due January 1999, principal
 and interest payable at maturity.......................... 1,527,500
Other notes payable........................................   741,704

                                                           $5,430,111
                                                           ==========

Notes payable to related parties consists of the following at December 31, 2001:

Unsecured 6% notes, with principal and interest payable on
 demand..................................................... $200,000
Unsecured 12% note to former employees due March 2000, with
 principal and interest payable at maturity.................  208,000
Secured 12% note payable due June 30, 2001, principal
  and interest payable at maturity..........................  400,000
Other notes payable.........................................   20,000

                                                           $  828,000
                                                           ==========
Convertible Debentures

From October 1999 through December 2000, the Company issued $3,160,907 of 7% and
9% convertible debentures maturing at various dates through June 2000.
Immediately upon the closing of a merger transaction between OrbitTravel.com,
Inc., a wholly owned subsidiary, and the Company, the debenture holders shall
automatically convert all principal and interest into common stock of the
Company at a fixed conversion price of $.50 per common share. In the event the
merger has not occurred by the maturity date, all principal and unpaid interest
shall be payable on demand. If, by the maturity date, the conversion has not
taken place or the principal and interest have not been repaid, the interest
rate attributable to the principal sum shall continue to accrue thereafter at a
rate of 12% per annum. Certain debenture agreements contain covenants which
require the Company to perform a reverse split of not less than fifteen shares
of the Company's common stock for one share of common stock. Certain debenture
agreements also contain additional terms including registration rights and
default provisions. The Company had a verbal agreement to exchange these
convertible notes for approximately 70.3 million shares of common stock. As of
December 31, 2001, this exchange was not completed.

Notes Payable

During July and August 1998, the Company issued $1,527,500 of unsecured 7% notes
maturing in January 1999. The Company is in default on these notes as of
December 31, 2001. The Company intends to exchange these notes for approximately
10.2 million shares of common stock. As of December 31, 2001, this exchange was
not completed.


4. LEASES

During 2001, the Company rented office space under a month to month operating
leases for $100 per month which was not considered significant and is not
included herein. Total rent expense for the Company was approximately $0 and
$180,000 for the years ended December 31, 2001 and 2000, respectively.


                                       F-9
                                       35


                           ORBITTRAVEL.COM CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

5. RELATED PARTY TRANSACTIONS

The Company funded expenses on behalf of certain entities affiliated through
common ownership. Accounts receivable from related parties were approximately
$49,260 at December 31, 2001.

In January 2000, the Company executed three settlement agreements relating to
1999 and 1998 employment contracts with two former employee and an executive
currently employed by the Company. The Company agreed to pay $425,000 during
2000 and issued 36,133,333 shares of common stock that the Company issued in the
first quarter of 2000.


6. INCOME TAXES

Under Financial Accounting Standards Board Statement No. 109, Accounting for
Income Taxes, the liability method is used in accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.

Deferred income taxes reflect the net effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. Significant components of the
Company's deferred tax assets at December 31, 2001 are as follows:

Deferred tax assets:
  Net operating loss carryforwards................... $16,950,000
  Loss on forfeiture.................................      80,000
  Legal contingency..................................     530,000
  Other..............................................         --

Total deferred tax assets............................  17,560,000
                                                      ===========
Valuation allowance for deferred tax assets.......... (17,560,000)
                                                      ===========
Net deferred tax assets..............................         --
                                                      ===========
Net deferred taxes                                    $       --
                                                      ===========

At December 31, 2001, the Company has a net operating loss carryforward of
approximately $43 million which will begin to expire in the year 2008. Given the
changes in the business and ownership, management believes it is highly unlikely
that the net operating loss will be available to offset future income. The tax
benefits of these items are reflected in the above table of deferred tax assets
and liabilities. U.S. tax rules impose limitations on the use of net operating
losses following certain changes in ownership. If a change were to occur, the
limitation could reduce the amount of these benefits that would be available to
offset future taxable income each year, starting with the year of ownership
change.


                                      F-10
                                       36



                           ORBITTRAVEL.COM CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The reconciliation of income tax attributable to continuing operations computed
at the U.S. federal statutory tax rates to income tax expense is:

                                                           YEARS ENDED
                                                           DECEMBER 31,
                                                        2001         2000

Income tax benefit at U.S. statutory rate........... $(1,099,000) $(3,452,000)
State tax benefit, net..............................    (132,000)    (417,000)
Change in valuation allowance.......................   1,231,000    3,869,000 

Tax expense......................................... $       --   $       --
                                                     ===========  ===========

7. SHAREHOLDERS' DEFICIT

Effective in 2000, the Company increased the number of common shares authorized
from 200 million to 800 million.

As of December 31, 2001, warrants to purchase 405,151 shares of the Company's
common stock were outstanding. These warrants have exercise prices ranging from
$2.81 to $15.00 per share; 181,818 warrants expire April 2, 2002 (exercise price
equals $6.00 per share); and 223,333 warrants expire January 28, 2003 (exercise
prices range from $2.81 to $3.00 per share).

In November 2000, the Company was unable to make payment on the note issued to
Mr. Cellura and unable to make payment under the terms of his employment
agreement. Mr. Cellura threatened to file a lawsuit against the Company
alleging, among other things, that: (1) Mr. Cellura suffered substantial
monetary loss in our failure to make payment on his note in a timely fashion;
(2) Mr. Cellura also alleged that the Company breached his employment agreement
inasmuch as the Company was unable to pay his salary under the terms of his
employment.

Subsequent to March 22, 1999, the Company's common stock was de-listed from the
Nasdaq SmallCap Market as a result of the Company's failure to meet various
listing requirements.


                                      F-11
                                       37





                           ORBITTRAVEL.COM CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Loss per Share

  The following table sets forth the computation of basic and diluted earnings
per share in accordance with Statement No. 128, Earnings per Share:

                                                           YEARS ENDED
                                                           DECEMBER 31,
                                                         2001         2000

   Numerator:
     Net loss...................................... $ (3,298,514) $(10,477,742)

     Numerator for basic and dilutive earnings per
      share--income available to common
      stockholders................................. $ (3,298,514) $(10,477,742)
   Denominator:
     Denominator for basic and diluted earnings per
      share--weighted-average shares...............  457,146,500   183,172,600 

     Basic and diluted loss per share..............  $     (0.01) $      (0.06)
                                                     ===========  ============

The following number of potentially convertible shares of common stock related
to convertible preferred stock, convertible debentures, warrants, and stock
options are as follows at:

                                                      December 31, December 31,
                                                          2001        2000     

For conversion of convertible accrued expenses.....    13,333,333           --
For conversion of convertible debentures............   80,500,000   80,500,000
Outstanding warrants................................      405,151    1,683,818
Possible future issuance under stock option plan....    1,600,000    1,600,000 

  Total shares potentially convertible..............   95,838,484   83,783,818
                                                       ==========   ==========

As of December 31, 2001 the Company had 243,147,852 common shares available for issuance.

8. STOCK OPTIONS

Stock Option Plan

On June 3, 1994, the Board of Directors and the stockholders of the Company
adopted the Brassie Golf Corporation 1994 Stock Option and Restricted Stock
Purchase Plan (the "1994 Stock Option Plan") as an incentive for key employees.
The purchase price for any Stock Awards and the exercise price for any Options
may not be less than the fair market value for the common stock on the date of
grant. Unless otherwise agreed between the grantee and the Company, the Stock
Awards and Options expire 90 days after termination of the grantee's
relationship with the Company. The 1994 Stock Option Plan provides that an
aggregate of 100,000 shares be reserved for future issuance.

During April 1998, the Board of Directors and shareholders approved the
formation of the Divot Golf Corporation 1998 Stock Option Plan (the "1998 Plan")
for the purpose of attracting and retaining certain key employees of the
Company. The 1998 Plan provides that an aggregate of 1,500,000 of the Company's
authorized shares be reserved for future issuance. In the case of initial
grants, the exercise price will be fixed by the Board of Directors on the date
of grant.


                                      F-12
                                       38



                           ORBITTRAVEL.COM CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                                                           Options Outstanding

                                                                       Weighted
                                                Shares                  Average
                                              Available     Number     Exercise
                                              For Grant   Of Shares      Price

Balances at December 31, 1999................  1,600,000          --     $  -- 

  Options granted............................        --           --        --
  Options forfeited..........................        --           --     $  --
  Options exercised..........................        --           --        -- 

Balances at December 31, 2000................  1,600,000          --     $  -- 

  Options granted............................        --           --        --
  Options forfeited..........................        --           --        --
  Options exercised..........................        --           --        -- 

Balances at December 31, 2001................  1,600,000          --      $ --
                                              ==========  ===========   =======

No options were granted during 2000 or 2001. The estimated fair value of each
option granted is calculated using the Black-Scholes option-pricing model. The
weighted-average assumptions used in the model were as follows:

                                                                           1998

Risk-free interest rate................................................... 5.11%
Expected years until exercise.............................................    3
Expected stock volatility................................................. 1.19
Dividend yield............................................................    0%

Since the stock options granted during 1998 had exercise prices which were
greater than or equal to the fair value of the common stock on the date of
grant, no compensation expense was recognized during 1998. The following table
reflects pro forma net loss had the Company elected to adopt the fair value
approach of FAS 123:

                                                         2001          2000

Net loss:
  As reported........................................$(3,298,514) $(10,477,742)
  Pro forma.......................................... (3,298,514)  (10,477,742)
Diluted loss per share:
  As reported........................................ $    (0.01) $      (0.06)
  Pro forma..........................................      (0.01)        (0.06)

These pro forma amounts may not be representative of future disclosures since
the estimated fair value of stock options is amortized to expense over the
vesting period, and additional options may be granted in future years.




                                      F-13
                                       39


                           ORBITTRAVEL.COM CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)



9. COMMITMENTS AND CONTINGENCIES

The Company has an employment with an executive officer, the term of which
expire on June 24, 2006. Such agreement provide for minimum salary levels, as
well as for incentive bonuses which are payable if specified management goals
are attained. Minimum commitments for future salaries, excluding bonuses, by
year and in the aggregate consist of the following at December 31, 2001:

2002.................................................................    250,000
2003.................................................................    250,000
2004.................................................................    250,000
2005.................................................................    250,000
2006.................................................................    125,000

                                                                      $1,125,000
                                                                      ==========

The Company is involved in other legal proceedings as a part of its normal
course of business. The ultimate resolution of these matters may have a material
impact on the Company's results of operations or financial position in any
quarterly or annual period.




                                      F-14
                                       40`