SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

             Date of Event Requiring Report: As of November 1, 2001

                          TTI HOLDINGS OF AMERICA CORP.
             (Exact name of registrant as specified in its charter)

       Delaware                   000-30734                 11-3255619
(State of Incorporation) (Commission File Number)(IRS Employer Identification #)



             545 Madison Avenue, 6th Floor, New York, New York 10022
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                  212-759-8899
                    ----------------------------------------
              (Registrant's telephone number, including area code)









ITEM 1.  CHANGES IN CONTROL OF REGISTRANT


Andrew B.  Mazzone has  resigned as Sole  Officer of the  registrant,  effective
November 1, 2001.  He will remain on the Board of  Directors  as Chairman of the
Board.  The Company has  appointed,  in accordance  with Amendment No. 2. to the
Consulting  Agreement  with  Crossover  Advisors,  LLC.,  James  W.  Zimbler  as
President and a Director of the registrant.


James W. Zimbler
From  February  2001,  until  October  15,  2001,  Mr.  Zimbler  was  engaged in
consulting for various  companies.  Prior to that, from January 1999 to November
1999,  Mr.  Zimbler was  Chairman of the Board of  Directors  and  President  of
IntermediaNet,  Inc. now known as Cyberedge Enterprises,  Inc., a public company
and in November  1999, he became just the Chairman  until  February 2001. He was
re-appointed  CEO and a Director,  in September,  2001. He was then Chairman and
CEO of Universal  Media  Holdings,  Inc.,  until February 2001. From December of
1996 through  November of 1998,  Mr.  Zimbler was President and Chief  Operating
Officer for Total Freight Solutions America,  Inc. (T.F.S.  America,  Inc.). Mr.
Zimbler was  employed  by  Packaging  Plus  Services,  Inc.  from August of 1994
through December of 1996. Mr. Zimbler attended  Suffolk  Community  College from
1983 through 1985 where he majored in Business Administration.


EXHIBITS

10.1     Termination  Agreement of Andrew B. Mazzone

99.1     Amendment  No. 2 to the  Consulting  Agreement  between TTI Holdings of
         America Corp, and Crossover Advisors, LLC.


         SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.

         By: /s/ James W. Zimbler
         ------------------------
         James W. Zimbler
         President

Date:    December 5, 2001

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