<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 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, 2000

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from _____ to _____

                        Commission File Number 001-16309

                         TECHNOLOGY VENTURES GROUP, INC.
   ---------------------------------------------------------------------------
           (Name of Small Business Issuer as specified in its charter)

            FLORIDA                                           65-0972643
 ------------------------------                            -------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

     12400 SW 134TH COURT, SUITE 11
          MIAMI, FLORIDA  33186                         (305) 971-5370
----------------------------------------      --------------------------------
(Address of principal executive offices)      (The Company's telephone number,
                                                    including area code)

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: common
stock, par value $.001 per share

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

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

         The issuer's revenues for the 2000 fiscal year were $0.00.

         The aggregate market value of the voting stock held by non-affiliates
of the issuer as of a specified date within the past 60 days was not
determinable since the Common Stock was not traded. The number of shares of
Common Stock of the issuer outstanding as of April 13, 2001 was 10,000,000.

         DOCUMENTS INCORPORATED BY REFERENCE:  None

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


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                                TABLE OF CONTENTS

<TABLE>
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                                                                                     Page No.
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<S>                                                                                      <C>
INTRODUCTORY NOTE ................................................................       1

PART I.

Item 1.  Description of Our Business .............................................       2

Item 2.  Description of Our Properties ...........................................      11

Item 3.  Legal Proceedings .......................................................      11

Item 4.  Submission of Matters to a Vote of Security Holders .....................      11

PART II.

Item 5.  Market for Common Equity and Related Stockholder Matters ................      12

Item 6.  Management's Discussion and Analysis of Financial Condition and
            Results of Operations ................................................      12

Item 7.  Financial Statements ....................................................      13

Item 8.  Changes In and Disagreements with Accountants on Accounting and Financial
            Disclosure ...........................................................      13

PART III.

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act ....................      23

Item 10. Executive Compensation ..................................................      24

Item 11. Security Ownership of Certain Beneficial Owners and Management ..........      25

Item 12. Certain Relationships and Related Transactions ..........................      26

Item 13. Exhibits and Reports on Form 8-K ........................................      27

</TABLE>


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Introductory Note

FORWARD-LOOKING STATEMENTS.

         In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the Reform Act), we are hereby providing
cautionary statements identifying important factors that could cause our actual
results to differ materially from those projected in forward-looking statements
made herein. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, identified through the use of words or
phrases such as we or our management "believes", "expects", "anticipates",
"hopes", words or phrases such as "will result", "are expected to", "will
continue", "is anticipated", "estimated", "projection and outlook", and words of
similar import) are not statements of historical facts and may be
forward-looking. These forward-looking statements are based largely on our
expectations and are subject to a number of risks and uncertainties, including
but not limited to, economic, competitive, regulatory, growth strategies,
available financing and other factors discussed elsewhere in this report and in
the documents filed by us with the Securities and Exchange Commission (SEC).
Many of these factors are beyond our control. Actual results could differ
materially from the forward-looking statements made. In light of these risks and
uncertainties, there can be no assurance that the results anticipated in the
forward-looking information contained in this report will, in fact, occur.

         These forward-looking statements involve estimates, assumptions, and
uncertainties, and, accordingly, actual results may differ materially from those
expressed in the forward-looking statements. These uncertainties include, among
others, the following: (i) our potential inability to secure additional debt or
equity financing, (ii) our potential inability to successfully complete a
business combination, (iii) increased competition from companies with similar
objectives, and (iv) our potential inability to implement our strategy through a
merger or acquisition.

         Any forward-looking statement speaks only as of the date on which such
statement is made, and we undertake no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for our
management to predict all of such factors, nor can our management assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.



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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT.

         Technology Ventures Group, Inc., a Florida corporation, was
incorporated on December 17, 1999. We are a developmental stage company and have
no revenues to date. Since inception, our activities have been limited to
actions related to our organization. We are a "shell" company conducting
virtually no business operation, other than our efforts to seek merger partners
or acquisition candidates. We have no full time employees and own no real
estate. Throughout this Annual Report, we will refer to Technology Ventures
Group, Inc. as we, us, our company or the Company.

         We were created to effect a merger, exchange of capital stock, asset
acquisition or other similar business combination (a "Business Combination")
with an operating or development stage business (the "Target Business") which
desires to utilize our status as a reporting company under the Securities
Exchange Act of 1934 ("Exchange Act"). We have a shareholder base of 44
shareholders and 10,000,000 shares of common stock, par value $.001 per share
("Common Stock"), issued and outstanding, all of which shares are restricted
pursuant to Rule 144 of the Securities Act of 1933, as amended (the "Securities
Act").

         On March 2, 2001, pursuant to the terms of that certain Exchange
Agreement dated March 2, 2001 among Equity Management Partners, LLC ("Equity
Management"), the Company and Goldco Properties Limited Partnership ("Goldco"),
Equity Management acquired 9,000,000 and 200,000 shares of Common Stock from the
Company and Goldco, respectively, in exchange for all of the issued and
outstanding shares of the common stock of Newcourt Capital Holdings, Inc.
("Newcourt"), a Florida corporation and a wholly-owned subsidiary of Equity
Management. Prior to the closing of this transaction, control of the Company was
held by Goldco, which owned 92% of the Company's then outstanding Common Stock.
After the closing of this transaction, the Company became a 92%-owned subsidiary
of Equity Management and Newcourt became a wholly-owned subsidiary of the
Company.

BUSINESS OF ISSUER.

         The Company intends to seek potential business opportunities and
effectuate a Business Combination with a Target Business with significant growth
potential which, in the opinion of our management, could provide a profit to
both the Company and its shareholders. We intend to seek opportunities
demonstrating the potential of long term growth as opposed to short term
earnings. While our efforts in identifying a prospective Target Business are
expected to emphasize on businesses within the plastic, medical and surgical
products manufacturing industries, we may effect a Business Combination with a
Target Business in virtually any kind of industry located within the United



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States. Our plan is to acquire a number of related small to mid size companies
in the three to twenty-five million dollar revenue range. However, we may effect
a Business Combination with a Target Business which may be financially unstable
or in its early stages of development or growth. Following a Business
Combination, our current management plans to actively assist with the management
of the Target Business. While we have entered into preliminary discussions with
two potential Target Businesses, presently, we have no agreements,
understandings or arrangements to acquire or merge with any specific business or
company, and there can be no assurance that the Company will identify a suitable
Target Business in the future.

         The Company intends to obtain funds in one or more private placements
to finance prospective Business Combinations. Persons purchasing securities in
these placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition. The Company's proposed
business is sometimes referred to as a "blind pool" because any investors will
entrust their investment monies to the Company's management before they have a
chance to analyze any ultimate use to which their money may be put.
Consequently, the Company's potential success is heavily dependent on the
Company's management, which will have virtually unlimited discretion in
searching for and entering into a Business Combination. There can be no
assurance that the Company will be able to raise any funds in private
placements.

         Due to our limited capital resources, the consummation of a Business
Combination will likely involve the acquisition of, or merger or consolidation
with, a company that does not need substantial additional capital but which
desires to establish a public trading market for its shares, while avoiding what
it might deem to be the adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply with
the various Federal and state securities laws that regulate initial public
offerings. A Target Business might desire, among other reasons, to create a
public market for its shares in order to enhance liquidity for current
shareholders, facilitate raising capital through the public sale of securities
of which a prior existence of a public market for its securities exists, and/or
acquire additional assets through the issuance of securities rather than for
cash.

         We cannot estimate the time that it will take to effectuate a Business
Combination. It could be time consuming, possibly in excess of many months or
years. Additionally, no assurance can be made that we will be able to effectuate
a Business Combination on favorable terms. We might identify and effectuate a
Business Combination with a Target Business which proves to be unsuccessful for
any number of reasons, many of which are due to the fact that a Target Business
is not identified at this time. If this occurs, the Company and its shareholders
might not realize any type of profit.

         No trading market in our securities presently exists. In light of the
restrictions concerning shell companies contained in many state blue sky laws
and regulations, it is not likely that a trading market will be created in our
securities until such time as a Business Combination occurs with a Target
Business. No assurances are given that subsequent to such a Business Combination


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that a trading market in our securities will develop. We presently have
10,000,000 shares of Common Stock issued and outstanding, all of which are
deemed to be "restricted securities", as that term is defined under Rule 144
promulgated under the Securities Act, in that such shares were issued in private
transactions not involving a public offering.

         Under the Federal securities laws, companies reporting under the
Exchange Act must furnish shareholders certain information about significant
acquisitions, which information may require audited financial statements for a
Target Business with respect to one or more fiscal years, depending upon the
relative size of the acquisition. Consequently, the Company's policy is to
effect a Business Combination with a Target Business that has or will have
available the requisite audited financial statements.

         While our efforts in identifying a prospective Target Business are
expected to emphasize on businesses within the plastic, medical and surgical
products manufacturing industries, we reserve the right to consider Target
Businesses outside of these industries. These may include, without limitation,
businesses which (i) offer or provide services or develop, manufacture or
distribute goods in the United States or abroad, including, without limitation,
in the following areas: real estate, health care and health products,
educational services, environmental services, consumer-related products and
services (including amusement, entertainment and/or recreational services),
personal care services, voice and data information processing and transmission
and related technology development or (ii) are engaged in wholesale or retail
distribution. While we have entered into preliminary discussions with two
potential Target Businesses, to date, we have not selected any particular Target
Business in which to concentrate our Business Combination efforts. Accordingly,
we are only able to make general disclosures concerning the risks and hazards of
effectuating a Business Combination with a Target Business since there is
presently no current basis for us to evaluate the possible merits or risks of
the Target Business or the particular industry in which we may ultimately
operate.

         To the extent that we effect a Business Combination with a financially
unstable company or an entity in its early stage of development or growth
(including entities without established records of sales or earnings), we will
become subject to numerous risks inherent in the business and operations of that
particular company. In addition, to the extent that we effect a Business
Combination with a Target Business in an industry characterized by a high level
of risk, we will become subject to the currently unascertainable risks of that
industry. Although management will endeavor to evaluate the risks inherent in a
particular industry or Target Business, there can be no assurances that we will
properly ascertain or assess all significant risk factors.

PROBABLE LACK OF DIVERSIFICATION DUE TO UNCERTAINTY OF RAISING CAPITAL TO
COMPLETE A BUSINESS COMBINATION.

         Assuming we are successful in raising capital to complete a Business
Combination, as a result of our limited resources, our prospects for success
will be entirely dependent upon the financial soundness and future performance
of the Target Businesses. In addition, due to the uncertainty that we will be
able to raise any funds to fund additional Business Combinations, we may not
have the resources to consummate several Business Combinations. Therefore, we



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may not be able to benefit from operating in multiple industries or multiple
segments of a single industry and it is unlikely we will have the resources to
diversify our operations or benefit from spreading risks or offsetting losses.
Our probable lack of diversification could subject us to numerous economic,
competitive and regulatory developments, any or all of which may have a material
adverse impact upon the particular industry in which we may operate subsequent
to consummation of a Business Combination. The prospects for our success may
become dependent upon the development or market acceptance of a single or
limited number of products, processes or services. Accordingly, notwithstanding
the intention of our current management to assist the management of the Target
Business, there can be no assurance that the Target Business will prove to be
commercially viable.

LIMITED ABILITY TO EVALUATE TARGET BUSINESS' MANAGEMENT.

         While our ability to successfully effect a Business Combination will be
dependent upon certain key personnel, the future role of such personnel in the
Target Business cannot presently be stated with any certainty. While it is our
intention that current management will remain associated in an operational
capacity with the Company following a Business Combination, there can be no
assurances that current management will have any experience or knowledge
relating to the operations of the particular Target Business. Furthermore,
although we intend to closely scrutinize the management of a prospective Target
Business in connection with evaluating the desirability of effecting a Business
Combination, there can be no assurances that our assessment of such management
will prove to be correct.

         Accordingly, we will be dependant, in some significant respects, on the
ability of the management of the Target Business who are unidentifiable as of
the date hereof. In addition, there can be no assurances that such future
management will have the necessary skills, qualifications or abilities to manage
a public company. We may also seek to recruit additional managers to supplement
the incumbent management of the Target Business. There can be no assurances that
we will have the ability to recruit such additional managers, or that such
additional managers will have the requisite skill, knowledge or experience
necessary or desirable to enhance the incumbent management.

RELIANCE ON OUR EXITING MANAGEMENT, RISKS RELATING TO FUTURE BUSINESS
COMBINATIONS.

         The success of the Company to a significant degree depends upon the
services of McIvan Jarret and Jerrold Brooks, our executive officers. The
ability of the Company to identify and complete a Business Combination could be
jeopardized if one or more of our executive officers were unavailable and
capable successors were not found. In addition, assuming we are successful in
completing a Business Combination, the risks associated with the assimilation



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and integration of the operations and personnel of an acquired Target Business
may interfere with management's ability to assist with the ongoing operations of
the Target Business and their ongoing evaluation of other Target Businesses.

OPPORTUNITY FOR SHAREHOLDER EVALUATION OR APPROVAL OF BUSINESS COMBINATIONS.

         Our non-affiliate shareholders will, in all likelihood, not receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to us in connection with selecting a potential
Business Combination until after we have entered into an agreement to effectuate
a Business Combination. Such agreement to effectuate a Business Combination,
however, may be subject to shareholder approval pursuant to applicable law. As a
result, our non-affiliate shareholders will be almost entirely dependent on the
judgment and experience of management in connection with the selection and
ultimate consummation of a Business Combination. In addition, under Florida law,
the form of Business Combination could impact upon the availability of
dissenters' rights (i.e., the right to receive fair payment with respect to the
Company's Common Stock) to shareholders disapproving the proposed Business
Combination.

SELECTION OF A TARGET BUSINESS.

         We anticipate that the selection of a Target Business will be complex
and risky because of competition for such business opportunities among all
segments of the financial community. The nature of our search for the
acquisition of a Target Business requires maximum flexibility inasmuch as we
will be required to consider various factors and circumstances which may
preclude meaningful direct comparison among the various business enterprises,
products or services investigated. Investors should recognize that the possible
lack of diversification among our acquisitions may not allow us to offset
potential losses from one venture against profits from another. Although we
intend to focus on Target Businesses within the plastic, medical and surgical
products manufacturing industries, we have unrestricted flexibility in
identifying and selecting a prospective Target Business. In addition, in
evaluating a prospective Target Business, management will consider, among other
factors, the following factors which are not listed in any particular order:

         o  financial condition and results of operation of the Target Business;

         o  growth potential and projected financial performance of the Target
            Business and the industry in which it operates;

         o  experience and skill of management and availability of additional
            personnel of the Target Business;

         o  capital requirements of the Target Business;



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         o  the availability of a transaction exemption from registration
            pursuant to the Securities Act for the Business Combination;

         o  the location of the Target Business;

         o  competitive position of the Target Business;

         o  stage of development of the product, process or service of the
            Target Business;

         o  degree of current or potential market acceptance of the product,
            process or service of the Target Business;

         o  possible proprietary features and possible other protection of the
            product, process or service of the Target Business;

         o  regulatory environment of the industry in which the Target Business
            operates;

         o  costs associated with effecting the Business Combination; and

         o  equity interest in and possible management participation in the
            Target Business.

         The foregoing criteria are not intended to be exhaustive. Any
evaluation relating to the merits of a particular Business Combination will be
based, to the extent relevant, on the above factors, as well as other
considerations deemed relevant by us in connection with effecting a Business
Combination.

         Our limited funds will likely make it difficult to conduct a complete
and exhaustive investigation and analysis of a Target Business before we commit
our capital and other resources to effecting a Business Combination. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if we had more funds
available, would be desirable. We will be particularly dependent in making
decisions upon information provided by the promoter, owner, sponsor, or others
associated with the business opportunity seeking our participation.

SOURCES OF OPPORTUNITIES.

         The Company anticipates that opportunities for possible Business
Combinations will be referred by various sources, including its officers and
directors, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. The
Company will seek a potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers and directors as well
as indirect associations between them and other business and professional
people.



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         Although there are no current plans to do so, we may engage the
services of professional firms that specialize in finding business acquisitions
and pay a finder's fee or other compensation. Since we have no current plans to
utilize any outside consultants or advisors to assist in a Business Combination,
no policies have been adopted regarding the use of such consultants or advisors,
the criteria to be used in selecting such consultants or advisors, the services
to be provided, the term of service, or the total amount of fees that may be
paid. However, because of our limited resources, it is likely that any such fee
we agree to pay would be paid in stock and not in cash. In no event will we pay
a finder's fee or commission to any officer or director or to any entity with
which they are affiliated for such service. Moreover, in no event shall we issue
any of our securities to any of our officers, directors or promoters or any of
their respective affiliates or associates, in connection with activities
designed to locate a target business.

EVALUATION OF BUSINESS COMBINATIONS.

         In connection with its evaluation of a prospective Target Business,
management anticipates that it will conduct a due diligence review which will
encompass, among other things, reference checks on senior management, meetings
with incumbent management and inspection of facilities, as well as review of
financial or other information which will be made available to us. The time and
costs required to select and evaluate a Target Business (including conducting a
due diligence review) and to structure and consummate a Business Combination
(including negotiating relevant agreements and preparing requisite documents for
filing pursuant to applicable securities laws and state "blue sky" and
corporation laws) cannot presently be ascertained with any degree of certainty.

         Any costs incurred in connection with the identification and evaluation
of a Target Business that do not result in the consummation of a Business
Combination will result in a loss to the Company and reduce the amount of
capital available to identify and evaluate other Target Businesses. In the event
we deplete our cash reserves and are unable to raise additional capital, we may
be forced to cease operations.

FORM OF POTENTIAL BUSINESS COMBINATION.

         The particular manner in which the Company participates in a Business
Combination may take the form of an asset purchase, stock purchase,
reorganization, merger or consolidation. Under any form of Business Combination,
the Company intends to obtain a controlling interest in a prospective Target
Business and/or retain control of the Company.

         Although we have no commitments as of the date of this Annual Report to
issue any securities in connection with a Business Combination, we will, in all
likelihood, issue a substantial number of shares in connection with the
consummation of a Business Combination. To the extent that such additional
shares are issued, dilution to the interests of our shareholders will occur.



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         It is anticipated that any securities issued in any Business
Combination would be issued in reliance on exemptions from registration under
applicable Federal and state securities laws. In some circumstances, however, as
a negotiated element of a transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's Common Stock may have a depressive effect on the market
price of the Company's Common Stock.

         As a general rule, Federal and state tax laws and regulations have a
significant affect upon the structuring of business combinations. We will
evaluate the possible tax consequences of any prospective Business Combination
and will endeavor to structure a Business Combination so as to achieve the most
favorable tax treatment for us, the Target Business and their respective
shareholders. There can be no assurance that the Internal Revenue Service or
relevant state tax authorities will ultimately assent to our tax treatment of a
particular consummated Business Combination. To the extent the Internal Revenue
Service or any relevant state tax authorities ultimately prevail in
recharacterizing the tax treatment of a Business Combination, there may be
adverse tax consequences to us, the Target Business and their respective
shareholders. Tax considerations as well as other relevant factors will be
evaluated in determining the precise structure of a particular Business
Combination.

COMPETITION.

         The company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no assurance the Company will be successful in obtaining suitable investments.

         In the event that we succeed in effecting a Business Combination, we
will, in all likelihood, become subject to intense competition from competitors
within that industry. In particular, certain industries which experience rapid
growth frequently attract an increasingly larger number of competitors,
including competitors with increasingly greater financial, marketing, technical
and other resources than the initial entrants in the industry. The degree of
competition characterizing the industry of any prospective business cannot
presently be ascertained. There can be no assurances that, subsequent to a
Business Combination, we will have the resources to compete effectively,
especially to the extent that the Target Business is in a high-growth industry.

GOVERNMENT REGULATION AND TAXATION.

         It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in a business. The
use of assets and/or the conduct of businesses that the Company may acquire
could subject it to environmental, public health and safety, land use, trade, or
other governmental regulations and state or local taxation. In selecting a



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business in which to acquire an interest, management will endeavor to ascertain,
to the extent of the limited resources of the Company, the effects of such
government regulation on the prospective business of the Company. In certain
circumstances, however, such as the acquisition of an interest in a new or
start-up business activity, it may mot be possible to predict with any degree of
accuracy the impact of the effect of government regulation. The inability to
ascertain the effect of government regulation on a prospective business activity
will make the acquisition of an interest in such business a higher risk.

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

         The SEC has adopted regulations which generally define "penny stock" to
be any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities may be covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors.
For transactions covered by the rule, the broker-dealers must make a special
suitability determination for the purchase and receive the purchaser's written
agreement of the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell our securities and also may affect
the ability of our shareholders to sell their shares in the secondary market.

         In addition, the SEC has adopted a number of rules to regulate "penny
stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5,
15g-6, and 15g-9 under the Exchange Act. Because the securities of the Company
may constitute "penny stocks" within the meaning of the rules, the rules would
apply to the Company and to its securities. The rules may further affect the
ability of the Company's shareholders to sell their shares in any public market
which might develop. Shareholders should be aware that, according to SEC Release
No. 34-29093, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after


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prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. We are
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, management will
strive within the confines of practical limitations to prevent the described
patterns from being established with respect to our securities.

EMPLOYEES.

         The Company is a development stage company and currently has no
employees. The Company intends to enter into month-to-month independent
contractor agreements with McIvan Jarrett, Jerrold Brooks, and Nelson Futch, the
Company's executive officers, under the terms of which the officers will receive
nominal compensation. Upon the completion of a Business Combination, the Company
will enter into employment agreements with its executive officers.

RESEARCH AND DEVELOPMENT AND ENVIRONMENTAL MATTERS.

         We did not incur any research and development expenses for the period
covered by this Annual Report. We do not incur any significant costs or
experience any significant effects as a result of compliance with federal, state
and local environmental laws.

ITEM 2.  DESCRIPTION OF PROPERTIES.

         Our corporate headquarters is located at 12400 SW 134th Court, Suite
11, Miami, Florida 33186. This is also the corporate headquarters of Equity
Holdings Group, Inc., an affiliate of Equity Management. McIvan Jarrett, our
President, and Jerrold Brooks, our Executive Vice President, serve as managing
members of Equity Management, and Nelson Futch, our Vice President, is a member
of Equity Management. At present, the Company has no agreement with Equity
Holdings Group, Inc. relating to its use of the premises. The Company intends to
enter into a month-to-month agreement with Equity Holdings Group, Inc., whereby
the Company will pay a $200 monthly flat fee to occupy the premises and for
secretarial and administrative support services.

ITEM 3.  LEGAL PROCEEDINGS.

         None.

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

         No matters were submitted to a vote of shareholders during the fourth
quarter of our 2000 fiscal year.



                                       11
<PAGE>   14

                                     PART II

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

MARKET INFORMATION

         We are authorized to issue 10,000,000 shares of Common Stock, all of
which shares were issued and outstanding as of April 13, 2001. The number of
shareholders of record for the Common Stock as of April 13, 2001 was 44.

         No trading market for our Common Stock presently exists.

         We have not paid any cash dividends since inception, and we do not
anticipate paying any cash dividend in the foreseeable future.

         We presently serve as our own transfer agent.

RECENT SALES OF UNREGISTERED SECURITIES.

         SHARE EXCHANGE.

         On March 2, 2001, pursuant to the terms of that certain Exchange
Agreement dated March 2, 2001 among Equity Management Partners, LLC ("Equity
Management"), the Company and Goldco Properties Limited Partnership ("Goldco"),
Equity Management acquired 9,000,000 and 200,000 shares of Common Stock from the
Company and Goldco, respectively, in exchange for all of the issued and
outstanding shares of the common stock of Newcourt Capital Holdings, Inc.
("Newcourt"), a Florida corporation and a wholly-owned subsidiary of Equity
Management. Prior to the closing of this transaction, control of the Company was
held by Goldco, which owned 92% of the Company's then outstanding Common Stock.
After the closing of this transaction, the Company became a 92%-owned subsidiary
of Equity Management and Newcourt became a wholly-owned subsidiary of the
Company. The shares issued by the Company were exempt from registration pursuant
to Section 4(2) of the Securities Act.

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

         The Company is considered a development stage company with limited
  assets and capital, and with no operations or income. Since March 2, 2001, the
  Company has operated out of the headquarters of Equity Holdings Group, Inc.,
  an affiliate of Equity Management, at no cost (see Item 2 - Description of
  Property and Item 12 - Certain Relationships and Related Party Transactions).
  The Company intends to enter into a month-to-month agreement with Equity
  Holdings Group, Inc., whereby the Company will pay a $200 monthly flat fee to
  occupy the premises and for secretarial and administrative support services.



                                       12
<PAGE>   15

         PLAN OF OPERATION

         Management believes that its current cash needs can be met with the
limited cash on hand for at least the next twelve months. However, in order to
consummate a Business Combination, during the next twelve months the Company
intends to raise up to $2 million in one or more private placements. The Company
anticipates that such an amount should be sufficient to consummate 2 to 3
acquisitions. While the Company has not identified an investment banking firm to
assist in this effort, it will seek to establish an engagement or collaborative
arrangement with an investment banking firm to assist the Company with the
proposed private placement.

         The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company; and (ii) search
for potential Target Businesses. While we have entered into preliminary
discussions with two potential Target Businesses, presently, we have no
agreements, understandings or arrangements to acquire or merge with any specific
business or company, and there can be no assurance that the Company will
identify a suitable Target Business in the future. Further, there can be no
assurance that the Company would be successful in consummating any acquisition
on favorable terms or that it will be able to profitably manage any Target
Business it acquires.

ITEM 7. FINANCIAL STATEMENTS.

         Financial statements for each of the fiscal years ended December 31,
1999 and 2000 are contained herein.

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

         Samuel F. May Jr. (the "Accountant"), the Registrant's independent
public accountant, was dismissed by the Registrant on April 12, 2001. The
decision to dismiss the Accountant was recommended and approved by the Board of
Directors of the Registrant.

         The Accountant's report on the Registrant's financial statements for
each of the fiscal years ended December 31, 1999 and 2000 did not contain an
adverse opinion or disclaimer of opinion, or was modified as to uncertainty,
audit scope, or accounting principles.

         During the Registrant's fiscal years ended December 31, 1999 and 2000
and the interim period preceding the dismissal, there were no disagreements with
the Accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of the Accountant, would have caused the Accountant to make a
reference to the subject matter of the disagreements in connection with its
reports.

         The Registrant has authorized the Accountant to respond fully to the
inquiries of any successor accountant concerning the subject matter described in
the foregoing paragraph. On April 13, 2001, the Registrant engaged the firm of
Sharpton, Brunson & Company, P.A. ("SB&C") as its new independent accountants.



                                       13
<PAGE>   16


                         TECHNOLOGY VENTURES GROUP, INC.

                               TABLE OF CONTENTS

                                                        PAGE
                                                        ----

Independent Auditor's Report ...................         15

Balance Sheets .................................         16

Statements of Operations and Accumulated Deficit         17

Statements of Shareholders' Equity .............         18

Statements of Cash Flows .......................         19-20

Notes to Financial Statements ..................         21-22




                                       14
<PAGE>   17


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Technology Ventures Group, Inc.
Boca Raton, Florida

I have audited the accompanying balance sheet of Technology Ventures Group, Inc.
(a development stage enterprise) as of December 31, 2000 and December 31, 1999,
and the related statement of operations and retained earnings (accumulated
deficit), statement of shareholders' equity, and statement of cash flows for the
period then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of Technology Ventures Group, Inc. (a
development stage enterprise) as of December 31, 1999, the results of
operations, and its cash flows for the period then ended in conformity with
generally accepted accounting principles.

As discussed in Note 3 to the financial statements, the Company on March 2,
2001, exchanged 9,000,000 shares of its common stock for all the issued and
outstanding shares of common stock of Newcourt Capital Holdings, Inc.

/s/ SAMUEL F. MAY
Samuel F. May Jr.
Certified Public Accountant

December 31, 2000, except for Note 3,
as to which date is April 12, 2001




                                       15
<PAGE>   18


                         TECHNOLOGY VENTURES GROUP, INC.

                        (A DEVELOPMENT STAGE ENTERPRISE)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                           DECEMBER 31,
                                                                       ---------------------
                                                                        2000           1999
                                                                       ------         ------

<S>                                                                    <C>            <C>
           ASSETS

Current assets:

      Cash                                                             $   --         $1,000
                                                                       ------         ------

Intangible assets:

      Organizational costs, net of amortization
           (2000 - 1,238; 1999 - 0)                                     4,732          5,970
                                                                       ------         ------

           Total assets                                                $4,732         $6,790
                                                                       ======         ======

                 LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

      Accounts payable and accrued expenses                             1,000          1,000
                                                                       ------         ------

Commitments and contingencies

Shareholders' equity:

      Common stock, $.001 par value, 10,000,000
         shares authorized, 1,000,000 shares issued and
         outstanding                                                    1,000          1,000

      Capital in excess of par value                                    6,120          5,970

      Accumulated deficit                                               3,388          1,000
                                                                       ------         ------

           Total shareholders' equity                                   3,732          5,970
                                                                       ------         ------

                 Total liabilities and shareholders' equity            $4,732         $6,970
                                                                       ======         ======

</TABLE>


                READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



                                       16
<PAGE>   19


                         TECHNOLOGY VENTURES GROUP, INC.

                        (A DEVELOPMENT STAGE ENTERPRISE)

                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>

                                                                          PERIOD FROM
                                                                        DECEMBER 17, 1999
                                                                          (INCEPTION) TO
                                                   DECEMBER 31, 2000      DECEMBER 31, 1999
                                                   -----------------    -------------------

<S>                                                   <C>                <C>
Gross revenues                                        $       --         $       --

Operating expenses:
       Amortization                                        1,238                 --
       Legal and accounting                                1,000              1,000
       Licenses and fees                                     150                 --
                                                      ----------         -----------
              Total operating expenses                     2,388              1,000
                                                      ----------         -----------
Net loss before income taxes                               2,388              1,000

Provision for income tax                                      --                 --
                                                      ----------         -----------
Net loss                                                   2,388              1,000

Accumulated deficit - beginning of year                    1,000                 --
                                                      ----------         -----------
Accumulated deficit - end of year                     $    3,388         $    1,000
                                                      ----------         -----------
Weighted average number of shares outstanding          1,000,000          1,000,000
                                                      ==========         ==========
Net loss per share                                    $    0.002         $    0.001
                                                      ==========         ==========
</TABLE>


                READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                                       17
<PAGE>   20


                         TECHNOLOGY VENTURES GROUP, INC.

                        (A DEVELOPMENT STAGE ENTERPRISE)

                       STATEMENTS OF SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                      COMMON SHARES                  CAPITAL
                                   -----------------------        IN EXCESS OF   (ACCUMULATED
                                   NUMBER           AMOUNT          PAR VALUE       DEFICIT)         TOTALS
                                   ------           ------       -------------   -------------       ------

<S>                             <C>               <C>             <C>             <C>              <C>
Balance - December 17, 1999
 (Inception)                             --       $      --       $      --       $      --        $      --

Issuance of common stock          1,000,000           1,000           5,970              --            6,970

Net loss for 1999                        --              --              --          (1,000)          (1,000)
                                 ----------       ---------       ---------       ---------        ---------

Balance - December 31, 1999       1,000,000           1,000           5,970          (1,000)           5,970
                                 ----------       ---------       ---------       ---------        ---------

Capital contributions
 during year                             --              --             150              --              150

Net loss for 2000                        --              --              --          (2,388)          (2,388)
                                 ----------       ---------       ---------       ---------        ---------

Balance - December 31, 2000       1,000,000       $   1,000       $   6,120       $  (3,388)       $   3,732
                                 ==========       =========       =========       =========        =========

</TABLE>


                READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



                                       18
<PAGE>   21


                         TECHNOLOGY VENTURES GROUP, INC.

                        (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                        PERIOD FROM
                                                                                                    DECEMBER 17, 1999
                                                                                                      (INCEPTION) TO
                                                                                 DECEMBER 31, 2000   DECEMBER 31, 1999
                                                                                 -----------------   -----------------

<S>                                                                                   <C>                 <C>
Cash flows from operating activities:

     Net loss                                                                         $ 2,388             $ 1,000
                                                                                      -------             -------

     Adjustments to reconcile net loss to net cash provided from operating
     activities:

         Amortization                                                                   1,238                  --

     Changes in assets and liabilities:

         Increase in organizational costs                                                  --               5,970
         Increase in accounts payable and accrued expenses                                 --               1,000
                                                                                      -------             -------

             Total adjustments                                                          1,238               6,970
                                                                                      -------             -------

Net cash flows from operating activities                                               (1,150)             (5,970)

Cash flows from financing activities:

     Proceeds from issuance of common stock                                                --               6,970
     Capital contributions                                                                150                  --
                                                                                      -------             -------

         Net cash flows from financing activities                                         150                  --
                                                                                      -------             -------

Net (decrease) increase in cash                                                        (1,000)              1,000

Cash balance - beginning of year                                                        1,000                  --
                                                                                      -------             -------

Cash balance - end of year                                                            $    --             $ 1,000
                                                                                      =======             =======
</TABLE>

                READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



                                       19
<PAGE>   22


                         TECHNOLOGY VENTURES GROUP, INC.

                        (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                          PERIOD FROM
                                                                                       DECEMBER 17, 1999
                                                                                        (INCEPTION) TO
                                                                  DECEMBER 31, 2000    DECEMBER 31, 1999
                                                                  -----------------    -----------------


<S>                                                                     <C>                 <C>
Cash flows from operating activities:

         Fees collected                                                 $    --             $    --

         Cash paid to suppliers and vendors                               1,150                  --
                                                                        -------             -------

         Net cash provided by (used in) operating activities              1,150                  --

Cash flows from financing activities:

         Proceeds from issuance of common stock                              --               1,000
         Capital contributions                                              150                  --
                                                                        -------             -------

         Net cash provided by financing activities                          150               1,000
                                                                        -------             -------

Net cash flows                                                           (1,000)              1,000

Cash balance - beginning of year                                          1,000                  --
                                                                        -------             -------
Cash balance - end of year                                              $    --             $ 1,000
                                                                        =======             =======
</TABLE>

                READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



                                       20
<PAGE>   23


                         TECHNOLOGY VENTURES GROUP, INC.

                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
         ORGANIZATION

         (A)   ORGANIZATION

               Technology Ventures Group, Inc. (a development stage enterprise)
               (the "Company") was incorporated in Florida on December 17, 1999
               (inception of development stage). The Company intends to serve as
               a vehicle to effect an asset acquisition, merger, exchange of
               capital stock, or other business combination with a domestic or
               foreign business. At December 17, 1999, the Company had not yet
               commenced any formal business operations, and all activity to
               date related to the Company's formation, capital stock issuances,
               professional fees with regard to proposed Securities and Exchange
               Commission filings and identification of target businesses.

               The Company's ability to commence operations is contingent upon
               its ability to identify a prospective target business or raise
               the capital it may require through the issuance of equity
               securities, debt securities, bank borrowings, or a combination
               thereof.

         (B)   ORGANIZATIONAL COSTS

               Organizational costs will be amortized by the straight line
               method over a five-year period.

         (C)   USE OF ESTIMATES

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




                                       21
<PAGE>   24


                         TECHNOLOGY VENTURES GROUP, INC.

                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
         ORGANIZATION (continued)


         (D)   CASH AND CASH EQUIVALENTS

               For purposes of the cash flow statements, the company considers
               all highly liquid investments with original maturities of three
               months or less at the time of purchase to be cash equivalents.

         (E)   INCOME TAXES

               The Company accounts for income taxes under the Financial
               Accounting Standards Board Statement of Financial Accounting
               Standards No. 109 "Accounting for Income Taxes" ("Statement
               109"). Under Statement 109, deferred tax assets and liabilities
               are recognized for the future tax consequences attributable to
               differences between the financial statement carrying amounts of
               existing assets and liabilities and their respective tax bases.
               Deferred tax assets and liabilities are measured using enacted
               tax rates expected to apply to taxable income in the years in
               which those temporary differences are expected to be recovered or
               settled. Under Statement 109, the effect on deferred tax assets
               and liabilities of a change in tax rates is recognized in income
               in the period that includes the enactment date. There was no
               current income tax expense in the period ended December 31, 2000
               and 1999, due to the net loss. Any deferred tax asset resulting
               from the net loss has been fully offset by a valuation allowance.

         (F)   EARNINGS PER SHARE

               Net loss per common share for the period from December 17, 1999
               (inception of development stage) to December 31, 1999 and 2000,
               is computed based upon the weighted average common shares
               outstanding as defined by Financial Accounting Standards No. 128,
               "Earnings Per Share." There were no common stock equivalents
               outstanding at December 31, 2000 and 1999.

NOTE 2 SHAREHOLDERS' EQUITY

               On December 17, 1999, the Company sold 1,000,000 common shares of
               its common stock as its initial capitalization. The Company's
               Articles of Incorporation authorize 10,000,000 common shares at
               $.001 par value.

NOTE 3 SUBSEQUENT EVENT

               On March 2, 2001, the Company exchanged 9,000,000 shares of its
               common stock for all the issued and outstanding shares of common
               stock of Newcourt Capital Holdings, Inc., a wholly-owned
               subsidiary of Equity Management.



                                       22
<PAGE>   25


                                    PART III

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

         The following table sets forth the names, ages and positions of our
executive officers and directors as of April 13, 2001. Under our bylaws, each
director holds office until the election and qualification of his successor or
until his earlier resignation or removal.

<TABLE>
<CAPTION>

NAME                                AGE              POSITION
----                                ---              --------
<S>                                 <C>              <C>
McIvan A. Jarrett                   48               Director, President and Treasurer
Jerrold Brooks                      67               Director, Executive Vice President and Secretary
Nelson Futch                        75               Director, Vice President and Assistant Secretary


</TABLE>

MCIVAN A. JARRETT. Mr. Jarrett has been one of our directors since March 2,
2001, and has severed as our President and Secretary since such time. Mr.
Jarrett is the founder and is currently and has been since 1990, the President
of Equity Holding Group, Inc ("EHG"). EHG is a private investment management
company with equity interests in the industrial manufacturing and consumer
products industries. Mr. Jarrett is also a managing member of Equity Management
Partners, LLC, as well as the founder and President, of Epitomi, Inc., a
manufacturer and distributor of consumer personal and hair care products. Mr.
Jarrett also serves as a Director of Engineered Castings, Inc., a manufacturer
of traffic signal hardware and custom metal molded products for a variety of
industries. From April 1997 to September 1999, Mr. Jarrett was a managing
director of Baytree Investors, Inc., a private international merchant banking
firm with over 60 offices worldwide engaged in the acquisition, development and
sale of large-sized companies. Prior to 1990, Mr. Jarrett was Senior Vice
President of Corporate Banking and Finance at Barnett Bank of South Florida.
Prior to joining Barnett Bank in 1984, Mr. Jarrett was Managing Director of
American Security Bank International (Nassau, Bahamas) and Chief Executive
Officer of American Security Bank International (Miami). Mr. Jarrett has also
served as a director, advisor or consultant to a number of private sector
companies in various industries. Mr. Jarrett obtained his Bachelor of Science
Degree in Economics from the University of Sierra Leon in 1976 and a Masters
Degree in Business Administration from the University of Miami in 1987.

JERROLD BROOKS. Mr. Brooks has been one of our directors since March 2, 2001,
and has served as our Executive Vice President and Secretary since such time.
Mr. Brooks is also a managing member of Equity Management Partners LLC. Since
1986, Mr. Brooks has been a self-employed private financial and management
consultant to emerging and mature companies in the areas of strategic growth
planning, operations and management information systems, and financial
management. From 1983 to 1986, Mr. Brooks was the Vice-President and Chief
Financial Officer of Business Computer Solutions, a public company. From 1981 to
1983, Mr. Brooks was a General Manager of a South Florida building materials
company and Vice President of Administration for a major interior design firm,
where he was responsible for all administrative activities, accounting



                                       23
<PAGE>   26


operations and management information systems. From 1973 to 1980, Mr. Brooks
held various positions with Ryder Truck Rental, Inc., where he coordinated asset
purchases and was responsible for the operation of administrative departments
supporting the company's national operations. Mr. Brooks obtained a degree in
Business Administration from City University of New York, Baruch School of
Business Administration in 1964.

NELSON FUTCH. Mr. Futch has been one of our directors since March 2, 2001 and
has served as Vice President since such time. Mr. Futch is also a member of
Equity Management Partners, LLC. From 1953 to 1977, Mr. Futch held key positions
with two national publishing houses, TV Guide and Playboy Enterprises, Inc.,
serving as Vice President of Promotion, Public Relations and Marketing for
Playboy Enterprises over a 15 year period. From 1979 to 1986, Mr. Futch served
as the Vice President of Marketing for Taco Viva, Inc., a regional fast food
restaurant chain. From 1986 to 1994, Mr. Futch was a private consultant to
businesses seeking to take their companies public through initial public
offerings. From June 1995 to November 1998, Mr. Futch served as a board member
and the Vice President of Communications for Tel3, Inc., a long distance
telephone service reseller. Tel3, Inc. filed a voluntary petition for protection
from creditors under Chapter 11 of the U.S. Bankruptcy Code in the fall of
1998. Mr. Futch obtained a degree in Journalism from Temple University in 1947.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who beneficially own more than ten percent (10%) of a
registered class of our company's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and the other equity securities of our company. Officers, directors and persons
who beneficially own more than ten percent (10%) of a registered class of our
company's equity securities are required by the regulations of the SEC to
furnish our company with copies of all Section 16(a) forms they file.

         To our knowledge, based solely on review of these filings and written
representations from the directors and officers, the following former reporting
persons have not timely filed the appropriate form under Section 16(a) of the
Exchange Act: (1) Shelly Goldstein, the former sole officer and director of the
Company; (2) Peter Goldstein; and (3) Goldco Properties Limited Partnership, a
Florida limited liability partnership controlled by Peter Goldstein.

ITEM 10. EXECUTIVE COMPENSATION.

         No compensation is paid to our executive officers. The Company intends
to enter into month-to-month independent contractor agreements with McIvan
Jarrett, Jerrold Brooks, and Nelson Futch, the Company's executive officers,
under which the officers will receive nominal compensation. Upon the completion
of a Business Combination, the Company will enter into employment agreements
with its executive officers.


                                       24
<PAGE>   27

COMPENSATION OF DIRECTORS.

         Directors do not receive any compensation for serving on our Board.

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

         The following table sets forth common stock ownership information as of
April 13, 2001 with respect to:

         o  each person known to us to be the beneficial owner of more than 5%
            of our common stock;

         o  each of our officers and directors; and

         o  all directors and officers as a group.

         This information as to beneficial ownership was furnished to us by or
on behalf of the persons named. Unless otherwise indicated, the business address
of each person listed is 12400 SW 134th Court, Suite 11, Miami, Florida 33186.
Information with respect to the percent of class is based on 10,000,000 issued
and outstanding shares of Common Stock as of April 13, 2001.

         Except as otherwise indicated, to our knowledge, each stockholder has
sole power to vote and dispose of all the shares of Common Stock listed opposite
his name.

         For purposes of this table, each person is deemed to have beneficial
ownership of any shares of Common Stock which that person has the right to
acquire on or within 60 days after April 13, 2001.

<TABLE>
<CAPTION>

NAME OF BENEFICIAL OWNER          AMOUNT OF SHARES BENEFICIALLY OWNED   PERCENT OF CLASS
------------------------          -----------------------------------   ----------------
<S>                                              <C>                           <C>
Equity Management Partners, LLC(1)               9,200,000                          92%
Dr. Cedric Cordell Adams(2)                      1,100,000                          11%
Goldco Properties Limited Partnership(3)           717,000                        7.17%
Dr. James Jaffee(4)                                660,700                        6.67%
McIvan A. Jarrett(5)                             4,218,713                       49.19%
Jerrold Brooks(6)                                1,506,417                       15.06%
Nelson Futch(7)                                    301,160                        3.01%
All executive officers and
  directors as a group (three
  persons)                                       6,026,290                       60.26%
</TABLE>

-------------
* Denotes less than 1% ownership.


                                       25
<PAGE>   28

         (1) Includes 3,003,300 shares of Common Stock which Equity Management
Partners, LLC has agreed to distribute to fifteen persons, some of whom are
members of Equity Management Partners, LLC.

         (2) Dr. Cedric Cordell Adams' address is 3600 Gaston Avenue, Ste. 858,
Dallas, Texas 75246. Pursuant to a letter agreement with Equity Management
Partner LLC, Dr. Adams is entitled to purchase 1,100,000 shares of the Company's
Common Stock from Equity Management Partners, LLC. Dr. Adams is one of the
fifteen persons to whom Equity Management Partners, LLC intends to distribute
shares of Common Stock.

         (3) Golco Properties Limited Partnership, whose address is 22154
Martella Avenue, Boca Raton Florida 33433, is a Florida Limited Partnership.

         (4) Dr. James Jaffee's address is #2 Cedar Court, Marlboro, New Jersey
07746. Pursuant to a letter agreement with Equity Management Partners, LLC, Dr.
Jaffee is entitled to purchase 660,700 shares of the Company's Common Stock from
Equity Management Partners, LLC. Dr. Jaffee is one of the fifteen persons to
whom Equity Management Partners, LLC intends to distribute shares of Common
Stock.

         (5) Mr. McIvan Jarrett, our President and Secretary, is a managing
member of and holds a controlling interest in Equity Management Partners, LLC.
Accordingly, Mr. Jarrett is deemed the beneficial owner of 4,218,713 shares of
Common Stock held by Equity Management Partners, LLC.

         (6) Mr. Jerrold Brooks, our Executive Vice President and Secretary, is
a managing member of Equity Management Partners, LLC. Accordingly, Mr. Brooks is
deemed the beneficial owner of 1,506,417 shares held by Equity Management
Partners, LLC. Mr. Brooks disclaims any beneficial interest in any shares of
Common Stock owned by Equity Management Partners LLC.

         (7) Mr. Nelson Futch, our Vice President and Assistant Secretary, is a
member of Equity Management Partners, LLC and may be deemed to have shared
voting and investment of such shares.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Our corporate headquarters is located at 12400 SW 134th Court, Suite
11, Miami, Florida 33186. This is also the corporate headquarters of Equity
Holdings Group, Inc., an affiliate of Equity Management. McIvan Jarrett, our
President, and Jerrold Brooks, our Executive Vice President, serve as managing
members of Equity Management, and Nelson Futch, our Vice President, is a member
of Equity Management. At present, the Company has no agreement with Equity
Holdings Group, Inc. relating to its use of the premises. The Company intends to


                                       26
<PAGE>   29


enter into a month-to-month agreement with Equity Holdings Group, Inc., whereby
the Company will pay a $200 monthly flat fee to occupy the premises and for
secretarial and administrative support services.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

         Copies of the following documents are included as exhibits to this
report pursuant to Item 601 of Regulation S-B.

         (a) EXHIBITS

         EXHIBIT
         NUMBER          DESCRIPTION OF EXHIBIT
         ------          ----------------------

         3.1             Articles of Incorporation (incorporated by reference to
                         the Company's Registration Statement on Form 10-SB
                         filed with the SEC on March 17, 2000).

         3.2             Bylaws (incorporated by reference to the Company's
                         Registration Statement on Form 10-SB filed with the SEC
                         on March 17, 2000).

         10.1            Agreement for the Exchange of Common Stock dated March
                         2, 2001 among Technology Ventures Group, Inc., Goldco
                         Properties Limited Partnership, and Equity Management
                         Partners, LLC (incorporated by reference to the
                         Company's Form 8-K filed with the SEC on March 13,
                         2001).

         10.2            Registration Rights Agreement dated as of March 2,
                         2001, among Technology Ventures Group, Inc., Goldco
                         Properties Limited Partnership, Shelly Goldstein and
                         Peter Goldstein (incorporated by reference to the
                         Company's Form 8-K filed with the SEC on March 13,
                         2001).

         16              Letter of Samuel F. May Jr., C.P.A.

         21              List of Subsidiaries

         (b) REPORTS ON FORM 8-K.

         No Reports on Form 8-K were filed during the quarter ended December 31,
2000.



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<PAGE>   30


                                   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.

                             Technology Ventures Group, Inc.


Date: April 17, 2001         /s/ McIvan Jarrett
                             --------------------------------------------------
                             McIvan Jarrett, Chairman, President and Treasurer


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

<TABLE>
<CAPTION>
         SIGNATURE                          TITLE                                       DATE
         ---------                          -----                                       ----
<S>     /s McIvan Jarrett                   <C>                                       <C>
        ------------------------
        McIvan Jarrett                      Director, President and Treasurer         April 17, 2001

        /s/ Jerrold Brooks
        ------------------------
         Jerrold Brooks                     Director, Executive Vice President        April 17, 2001
                                            and Secretary

</TABLE>

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