U.S. Securities and Exchange Commission
                              Washington, DC 20549

                                   Form 10KSB
                                   ----------

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

     For the Fiscal Year Ended:  December 31, 2003
                                 -----------------

                        Commission File Number 000-07693
                                               ---------

                                     T & G 2
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                      13-4096315
-------------------------------------------------------------------------
(State of other jurisdiction of                        (IRS Employer
 incorporation or organization)                      Identification No.)

           1 Anderson Road, Suite 105, Bernardsville, New Jersey 07924
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                  908-204-9911
                           ---------------------------
                           (Issuer's telephone number)

                 65 La Grande Avenue, Berkeley Heights, NJ 07922
              -----------------------------------------------------
              (Former name, former address, and former fiscal year,
                          if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of 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 [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of December 31, 2003:

     As of December 31, 2003, there were outstanding : 35,669,077 shares of
Class A Common Stock, $0.001 par value, and 5,000,000 shares of Class B Common
Stock, $0.001 par value.

     Transitional Small Business Disclosure Format (check one);

                             Yes [   ]       No  [ X ]




<PAGE>






                                     PART I
                                     ------

Item 1.  Business
-----------------

     On January 12, 2002, Solutions Technology, Inc. was acquired as a wholly
owned subsidiary. On February 14, 2002 T & G2, formerly known as International
Mercantile Corporation, changed its name and simultaneously the state of
incorporation from Missouri to Nevada. T & G2 began trading with the ticker
symbol of TTGG. On or about March 18, 2002, T & G2 acquired Zingo Sales, Ltd. as
a wholly owned subsidiary. Therefore, T & G2 runs its business operations
through the two wholly owned subsidiaries - Solutions Technology, Inc. and Zingo
Sales, Ltd. Subsequent to December 31, 2003, T & G2 acquired Holtermann & Team
GmbH (a Frankfurt, Germany Based Company) as a wholly owned subsidiary. A
complete business description follows below:

Solutions Technology, Inc.
--------------------------

     Solutions Technology has developed the SecureTime Biometric ID System
(hereinafter referred to as SecureTime) to solve the time and attendance needs
of companies. In the high-paced tension of the global economy, it is getting
increasingly difficult for small and mid-size firms to remain competitive.
Everyday small and mid-size firms unable to keep pace with the rising cost of
managing their employee base, is being added to the long list of recent business
causalities. The explanation most often tendered to account for this phenomenon
is that small and mid-size firms are unable to take advantage of the latest
technological management solutions. High development and acquisition costs put
cost-saving solutions out of the reach of smaller, marginally funded companies.
For those fortunate enough to acquire these technologies, the cost of
maintaining these systems makes further upgrades cost-prohibitive. SecureTime
has developed a solution that effectively responds to the growing technology
market, particularly as it relates to the small and mid-size firm.

     Innovative in its application of advanced attendance management technology,
SecureTime significantly reduces the cost of tracking employee attendance. To
add even more value to the system, they bundle a payroll management system with
the attendance maintenance system - further reducing the cost of maintaining
employee records. Even the most conservative impact estimates show small and
mid-size firms can dramatically cut their attendance management costs by
installing this state-of-the art attendance management system. For a minimal
service fee, SecureTime installs attendance management hardware, integrates
clock maintenance software and connectivity software and provides around the
clock maintenance of the system. To increase the value of the system to the
client, they include payroll management software that allows the centralized
SecureTime office in Long Beach, California to compile and prepare complete
payroll records for all their managed users. Once verified by the using client,
this data can then be electronically forwarded to an issuing payroll management
office. The issuing payroll office then prepares and issues the employee's
payroll check. More important, SecureTime provides this service for an
affordable price. The combination of affordability, reliability and security
virtually eliminates the need for most small and mid-size firms to maintain
their expensive (and often outdated) organic attendance and payroll management
systems.

     Historically, capital costs have made it impossible for small and mid-size
firms to access this kind of advanced attendance management technology. The cost
to purchase, service, and upgrade such technology for a small firm can run as
much as $20,000 per year. These high capital expenses make the barrier to entry
so high most small firms cannot reasonably consider integrating such technology.
Unfortunately, many of these smaller firms have higher than average (relative to
larger firms) turnover, making attendance verification more problematic and
costly. The SecureTime attendance management service is the perfect solution for
this very serious management challenge.


                                     Concept
                                     -------

     Relying on long-time established "best business practices," SecureTime has
found an innovative way to solve a routine but challenging management problem -
attendance management. How do they do it? First, SecureTime integrates the
latest in biometric, fingerprint recognition technology into a time clock
thereby providing small and mid-size firms one the most reliable and secure
employee attendance tracking system available. Then, they enhance this
sophisticated hardware by developing and loading software that allows the clock
to:





<PAGE>






1.   Maintain complete and accurate attendance data;
2.   Automatically up-load the time clock data to a centralized storage facility
     in a off-site location, and;
3.   Instruct the centralized computer to prepare timely and accurate summary
     reports (which are electronically transmitted back to the client).

To further advance the clock's usefulness to the client, SecureTime includes
with the clock payroll management software that allows SecureTime's centralized
processing center to prepare detailed payroll information. (If the client
requests, SecureTime can forward that information to a payroll check preparation
service, so that the client is not required to maintain its own low-tech organic
payroll maintenance system.)

     Cost-saving technologies to solve routine management problems made
affordable and accessible to the small and mid-size business --- gives the
Corporation a serious advantage in the attendance management market. The
Corporation benefits because it establishes a presence in a seriously
under-served market. Clients benefit because the system dramatically reduces the
cost of managing attendance and payroll preparation. Investors benefit because
they have become part one of fast-growing, highly-dynamic technology service
organization around.


                                    Services
                                    --------

     SecureTime offers the only complete turnkey solution a small or mid-size
company needs to collect time and attendance, scheduling, entitlements, and
personal/pay records. With a seamless interface to payroll services, it provides
the client with one of the most cohesive time and attendance management system
available anywhere.


                                 The Time Clock
                                 --------------

     The biometric time clock eliminates the possibility of time card fraud by
making it virtually impossible for one employee to clock in for another.
Capitalizing on the latest advances in fingerprint recognition technologies, the
time clock uses a state of art smart card to store employee information. When
the employee reports to work, they press their fingers to the screen. The
fingerprint is compared in real time to the pre-loaded fingerprint associated
with that employee. Only when the two fingerprints match does the employee get
credit for attendance. This turnkey solution is a stand-alone system. The client
only pays a minimal per employee service charge to purchase the services. Once
installed, it will replace the client's costly, low-tech organic system. The
customer is only required to respond to the exceptions to the schedule that
occur during the payroll period to receive the most accurate and reliable
attendance data available.


     Client advantages include:

o    Affordable access to a reliable, high-quality alternative to company owned
     low-tech time clocks and to in-house labor resources.
o    Access to SecureTime high level technical team
o    Customized attendance reporting
o    Real-time access to valuable attendance maintenance data
o    Full turnkey operational solution to attendance management, with a software
     bundle that provides both attendance and payroll data.


                                 Market Strategy
                                 ---------------

     Target Market Segment Strategy
     ------------------------------

o    Companies with 30 or more employees

o    Companies experiencing rapid growth





<PAGE>






o    Companies dissatisfied with current level of service

o    Companies tired of the high cost of maintenance contracts

o    Companies who can't control buddy punching

o    Companies who require personalized service

o    Companies in under served geographic locations


                                Competitive Edge
                                ----------------

     SecureTime enters the market with a significant competitive edge: there are
no competitors that combine both a hardware and software systems as part of
their attendance solution. The expensive attendance solutions available from
competing vendors (often designed to service large corporations) require the
customer to purchase equipment or sign an expensive long-term maintenance
contract. The SecureTime solution is affordable, reliable and secure. Further,
the system can be easily expanded to handle any future payroll and attendance
management needs that the customer may have.

     SecureTime is a solution provider and developing new high-tech solutions is
its expertise and key to the continued growth of our customer base. Its initial
position in the small and mid-size firm market is very hard to match. However,
it is important for the Corporation to maintain its strategic focus by
continuing to develop, market, and maintain the latest in technological
solutions.


                         Competition and Buying Patterns
                         -------------------------------

     Currently, the attendance maintenance industry is divided into two service
areas: one that sells hardware and other that provides the payroll service. The
purchase cost of a typical time-clock system without a biometric device is
$12,000 to $15,000. Contributing to this financial stress, most systems require
the client to purchase an annual maintenance service (averaging in the thousands
of dollars) in order to keep pace with advances in attendance maintenance. In
all cases the hardware and software come from different vendors and maintenance
is always third party, which introduces longer runup times and constant
integration complications. For Fortune 500 companies with deeper pockets, this
may be a minor inefficiency; however for struggling smaller and mid-size firms
this can be a serious drain on limited capital resources. To make matters worse
for the smaller firms, others in the attendance maintenance industry prefer to
cherry pick the best industries leaving the majority of business to be service
by small local providers. Unfortunately, most small providers do not have the
technological sophistication to provide the sole source solution and a high
level of service their customers seek.


                             Market Analysis Summary
                             -----------------------

     Initially SecureTime has been focusing on and will continue to market to
companies with 30 or more employees located in geographic markets not being
serviced by the competition. SecureTime will target small to mid-sized companies
that have recently experienced rapid growth and have not yet added a payroll
department. These strategically selected markets, along with the technological
advantages of the SecureTime attendance management system, gives the Corporation
significant sales leverage, an advantage that extends well into the future.


                      Strategies and Implementation Summary
                      -------------------------------------

     To better service our customer's installation and marketing needs,
SecureTime has developed a two-prong implementation strategy. On one level, it
has centralized its operation center in Long Beach, CA. This allows the
Corporation to take advantage of the economy of scale that comes from
centralizing service operations and it allows SecureTime to maintain the highest
in-service operations available. The second prong is to decentralize
installation and customer-interface by relying on geographically dispersed,
independent service distributors. This avoids the degradation of customer
support so often associated with large centralized operations. Further, it gives




<PAGE>






the kind of personalized customer support so necessary to the successful
customer-supplier exchange.


                              Positions for Growth
                              --------------------

     Initial expansion markets include: Southern California, Nevada, Arizona,
Texas, Oklahoma, and Florida. In time, the Corporation will expand its markets
in the Southwest, Pacific Northwest, Northeast and Southeast. Additionally,
SecureTime is now beginning to talk with and explore the possibility of
partnering with large and small (Professional Employee Operations) PEO's for the
distribution of the SecureTime System. A revenue sharing ratio between the
Corporation and the distributor compliments the affordable entry costs to
encourage the natural entrepreneurial drive of our distributors. Hardware and
software initiatives are not only designed to maintain system viability, they
are designed to promote growth by demonstrating system flexibility. The
combination of a highly motivated local team of distributors and exceptionally
creative home team virtually ensures the continued growth of this valuable
technology. SecureTime has found it difficult to get the distributions and sales
of the SecureTime system jumpstarted. This is mainly due to a lack of funds
available to implement the marketing and distributions strategies discussed
above. However, the funding concerns of the Company seem to have been solved
with an infusion of more than $2,000,000 expected very shortly.


Zingo Sales Ltd.
----------------

Zingo Sales was founded on the philosophy of affordable customization. Our
mission is to design, develop, manufacture and market easy to use complete
solutions using the latest available technologies.


                         Current Technology and Products
                         -------------------------------

The first product is a fixed based unit and the second product will be a hand
held unit or mobile unit expected in the next 12 months. Proprietary software,
called ULTIMATE BINGO, has been developed by West Coast Game Management that is
equivalent to and/or more advanced than anything currently on the market.
Ultimate Bingo is comprised of 4 different games - three fast action bingo games
(Double Time, Bullet and Hotball) and traditional session bingo. Zingo Sales has
a license agreement in place for the use of their technology.

Fixed Based Bingo Unit and Applications
---------------------------------------

This unit is a touch screen similar to a computer monitor with minor hardware
changes. The bingo unit will be hard wired into the bingo hall and as the name
implies, it will not move around the bingo hall with the player. The system is
comprised of a main server, point of sale connected to the server (cash
register) and touch screen monitors mounted onto high-end customized tables. The
Units whole system is networked together and besides being hardwired into a
facility, the whole system can now be connected using wireless technology.
Sophisticated software has been developed for the bingo unit.

Zingo Sales has made itself more competitive by using all off the shelf
components for the system. The only component of the product that is custom made
is the tables that the touch screens are mounted to. This allows Zingo Sales to
carry very little inventory. The Turnaround time from receiving an order and
having installation completed in a gaming facility is less than three weeks.
This is a maximum of less than one week additional if Zingo Saleswere to carry a
large amount of inventory. This compares to the millions of dollars of inventory
that Competitors must carry. Additionally, the replacement costs associated with
competitors units is very high and cumbersome. They must employ a larger
technical staff to handle repairs of new units and replacements of old units.
This replacement cost is estimated to be a minimum of five times more than that
associated replacement cost for Zingo Sales' units.

For the bingo hall, the fixed base unit provides a way to dramatically increase
their revenue and earnings. Players, during session bingo, will now be able to
play hundreds of bingo cards at the same time. The bingo hall is able to market
the extra cards to the players and since the prize payouts are basically the
same, the bingo hall is able to increase its profits.





<PAGE>




The New Ultimate Games that have been developed allows the bingo hall to make
extra money during and between bingo games. The sophisticated software will
allow the bingo halls on and off of Indian reservations to provide variations of
quick play games of bingo. This has been shown to draw additional players to the
bingo hall. These games are more exciting than regular session bingo. These fast
action games are classified as a class 2 games on Indian lands. On county, state
and Federal United States land the games must be approved as a game of bingo. By
being classified as class 2 games on Native American lands and as games of Bingo
on U.S. lands, it is possible to be played in almost any jurisdiction. In Europe
and other parts of the world, minus a few foreign jurisdictions, bingo is
readily allowed to be played. This opens up a very large worldwide market.
Additionally, these games and variations of them are allowed to be played at
cash registers, on television, in newspapers, on cell phones, the Internet and
many other forums that are not allowed in the United States.


                                Market Potential
                                ----------------

Bingo Halls In the United States and Canada
-------------------------------------------

Every bingo hall is our target market. However, we will first target the Indian
Casinos and bingo facilities and the large charity bingo halls. There are over
35,000 bingo halls in North America. We estimated there to be a potential market
for 20,000 fixed based units and 200,000 hand held units with the potential
market growing as much as 50% by 2010. The Market could be larger due to the
entry of the new games being offered like the Ultimate games by Zingo Sales.
These games are now to be played in facilities once thought not viable such as
horse racetracks.


                                Major Competition
                                -----------------

At present, there are two major players providing regular electronic session
bingo generating a combined $6,000,000 a month in revenue. One of the
competitors is generating about $1,500,000 per month, just from their electronic
bingo division. The other competitor is financially strong but has old
antiquated custom made units. These two competitors have also resisted using
newer equipment and have too much money invested in their bingo systems. The
cost would be too astronomical for them to replace the current units. This has
created a major void in the market. The rest of the market is fractured among
numerous small suppliers. The Small supplier that has the latest technology and
good relationships for marketing of units with the necessary capital to take
advantage of market potential is the one that can really succeed quickly. As for
the Bingo games, there is one major competitor generating hundreds of millions
of dollars in sales a year. However, the fast action games that they provide are
only compliant with Native American regulations. They are therefore unable to
achieve any penetration into the charitable bingo market with these fast action
games. All of these factors have created a competitive advantage for Zingo
Sales. Zingo Sales has a head start on the competition by achieving approval for
the Ultimate Games in some of the charitable bingo markets. The only issues for
Zingo is continuing to gain additional approvals in new local and regional
markets of the United States and funding.

                                  Our Objective
                                  -------------

Our objective is to have 300 fixed based units by June of 2004. We currently
have about 250 units installed and expect to have about 50 more installed and
operating by the end of June 2004. Zingo Sales expects to garner quite a few
orders from a new market - the Race Tracks (horse and dog). This could lead to
increasing expected number of installations for the current 2004 calendar year.
With the necessary capital to complete the additional orders and to increase
marketing and distribution, Zingo should be able to outperform its projections
for 2004.

                       Product Acceptability and Marketing
                       -----------------------------------

Potential customers like the product design, functionality and flexibility.
There are similar products on the market that offer similar design capabilities.
However, we are capable of providing our product at 25% less per month on a
lease or revenue sharing basis. This is because we are using the latest off the
shelf components enabling Zingo to manufacture and complete installation of the
units at a greatly reduced cost to our competitors. This is how we are able to
offer the customer a better value.

Zero down time regardless of reason, is almost critical for any bingo unit. If a
bingo unit goes down, it must be replaced or fixed during the same day. Thus, it
is absolutely necessary for Zingo Sales to have a local presence with the
necessary resources to service the customers.





<PAGE>






While our hardware design accommodates all markets, each industry has its
"industry specific" issues that need to be resolved through software
modification. For example, the Indian reservations are legally allowed to play
other non-bingo pay games. The charity Market needs a system that can comply
with all the local government rules and regulations. Similarly, overseas markets
have totally different requirements than the U.S market. We have the necessary
software programmers to handle all of these needs.


                                 Business Model
                                 --------------

We have developed a business model that focuses on reducing and eliminating
development costs and ongoing service costs. We accomplish this through
partnerships and new business relationships. We have a license agreement with
West Coast Games Management (WCGM). WCGM has developed the most advanced
software in the industry but lacks the ability to market and support the product
in the field. Through this license agreement, Zingo Sales will market and
service the bingo units while WCGM will be responsible for all technical
support. Zingo has developed an expansive distribution network in the field.
This distribution network will provide most of the service and all three parties
will therefore share in the income generated from the units. This allows for
Zingo to keep overhead at a very low rate and profitability at a very high rate.
Revenue is generated one of two ways:

     1.   The first is a fixed lease arrangement where the Gaming facility pays
          a fixed daily fee for each unit on the days that the units are in
          play.

     2.   The second way is on a revenue sharing basis with the hall based on
          the net take. Each deal is different, but we typically earn 30 to 40
          percent of the net take. In some facilities, this number can be huge
          and can provide for a return on investment of 4 months.


Item 2.  Properties
-------------------

The Company has 3 different sites that operations are run from. The first is an
office operated by James M. Farinella at One Anderson Road, Suite 105,
Bernardsville, NJ 07924. This space is approximately 1,000 square feet. There
are two more offices out on the west coast where most of the business operations
are conducted through the two wholly owned subsidiaries. One of these offices is
located at 4335 South Industrial Road, Suite 430, Las Vegas, NV 89103 while the
other office is maintained at 2704 E. Spring Street, Suite 200, Long Beach, CA
90806.


Item 3.  Legal Proceedings
--------------------------

In an action commenced on or about March 28, 2002 in the Supreme Court of the
State of New York, the plaintiff seeks $40,000 in damages from the Company, as
well as other defendants listed in this action, allegedly sustained as a result
of third party payments made on behalf of all defendants, including, but not
limited to the Company. An answer denying all material allegations was served
upon the Plaintiff on May 1, 2002, within the time allotted by law to do so. The
Plaintiff, as of March 25, 2004, has failed to respond to the Company's
discovery demands. The Company will seek an Order of the Court dismissing this
action due to plaintiff's failure to comply Management is of the belief that all
allegations involved in this action are without merit. No liability is recorded
for this action as of December 31, 2003.

In an action commenced in or about March 2003 in the Superior Court of Union
County New Jersey, the plaintiff seeks $35,000 for the Company's alleged breach
of a Communications Agreement. The Company believes it owes only $15,000. During
a mediation hearing held on December 10, 2003, the Company settled this matter
for $17,500. The Company has made the required settlement payment and the case
was dismissed in February 2004.



<PAGE>






Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------

     Not applicable.


                                     PART II
                                     -------

Item 5.  Market for Company's Common Stock and Related Stockholder Matters
--------------------------------------------------------------------------


                              Market For Securities
                              ---------------------

The Company's common stock is listed for quotation on the OTC Electronic
Bulletin Board under the symbol "TTGG". The market for such shares is limited
and no assurance can be given that a significant trading market for T & G2
common stock will develop or, if developed, will be sustained. However, there is
approximately 250,000 shares traded on a daily bases providing for some
liquidity for the publicly traded shares.

The following table sets forth the range of the high and low closing bid prices
of the Company's common stock during each of the calendar quarters identified
below. These bid prices were obtained from the National Quotation Bureau, Inc.
and NASDAQ Trading & Market Services and do not necessarily reflect actual
transactions, retail markups, markdowns or commissions. The transactions include
inter-dealer transactions. The Company's management believes that the following
data is anecdotal and may bear no relation to the true value of T & G2's common
stock or the range of prices that would prevail in a fluid market.


          2002                         High*                 Low*
          ----                         ----                 ----
          1st Quarter                  $0.00                $0.00
          2nd Quarter                  $0.00                $0.00
          3rd Quarter                  $1.18                $0.19
          4th Quarter                  $0.35                $0.125


          2003                         High*                 Low*
          ----                         ----                 ----
          1st Quarter                  $0.15                $0.105
          2nd Quarter                  $0.155               $0.05
          3rd Quarter                  $0.23                $0.115
          4th Quarter                  $0.198               $0.1275


Item 6.  Management's Discussion and Analysis of Financial Conditions and
-------------------------------------------------------------------------
Results of Operations
---------------------

Introduction
------------
The following discussion and analysis highlights the financial position of T &
G2, Inc. at December 31, 2003 compared to year end December 31, 2002, and plan
of operations for the years ended December 31, 2003 and 2002. The business
activities of the Company are now that of the two wholly owned subsidiaries.
Comparisons are provided below but the Company is just now able to show a
year-by-year comparison of business activities. In reviewing the Company's
numbers in this report, it must be remembered that it essentially shows the
first year of operations in the Company's two wholly owned subsidiaries.





<PAGE>






Certain statements in this Form 10-KSB, including information set forth under
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations constitute 'forward-looking statements' within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Act"). Such
forward-looking statements are identified by words such as "intends,"
"anticipates," "hopes," and "expects," among others, and include, without
limitation, statements regarding the Company's plan of business operations,
anticipated revenues, related expenditures, and the results of any business
transactions. Factors that could cause actual results to differ materially
include, among others, the following: acceptability of the Company's services in
the market place, general economic conditions, political and economic conditions
in the United States and abroad, and competition. Investors are cautioned not to
put undue reliance on forward-looking statements. Except as otherwise required
by applicable securities statutes or regulations, the Company disclaims any
intent to update publicly these forward-looking statements, whether as a result
of new information, future events or otherwise.

Plan of Operation
-----------------

The Company's management entered into a transaction for funding in the form of a
debt financing. Additionally, the Company entered into a transaction to acquire
a German based business entity for the distribution and furtherance of the
Company's business including the investment of up to $950,000. Additionally,
business combinations with entities with significant cash will also be
considered. It now seems to be a forgone conclusion that a sufficient amount of
money will be funded for management to execute it's business plan and succeed.
However, until this transaction actually does fund, there can be no assurance
that a closing will take place. For the following twelve month period from
January, 2004 to December, 2004 it is anticipated, absent the Company's
obtaining other sources of liquidity as described above, the Company's primary
funding for ongoing corporate expenses, such as legal and accounting fees and
filing fees, will be provided by the private sale of the Company's securities
and from operating activities. Thereafter, the Company anticipates to further
expand and generate revenues from the sale of their time clocks and computerized
bingo systems. The Company's management has had ongoing discussions with
investment bankers pertaining to additional financing as a backup or second
option in the case that the transaction already entered into by the Company does
not close. This would include a stair step-financing plan. This will encompass
initial seed capital, a first and second level of private placements, bridge
financing, and mezzanine financing. However, there can be no assurance
management will be successful in these endeavors.

Liquidity and Capital Resources
-------------------------------

For the year ended December 31, 2003, the Company used ($855,883) in operating
activities compared to ($866,607) for the year ended December 31, 2002. Most
noted in this increase in cash used in operations is due to the new business
activities of the Company through it's two wholly owned subsidiaries, which we
believe will translate into generating increased cash flows. However, a majority
of the increases are attributable to the issuances of stock for the acquisition
of Both Solutions Technology, Inc and Zingo Sales, Ltd. for which the Company
recorded $3,177,556 as impairment of goodwill and $4,875,000 written off to
organizational cost respectively. Additionally, $488,360 in 2003 and $831,600 in
2002 worth of stock was issued for services. In addition, in 2003, the Company
incurred $479,610, as discounts on the stock issued for the year. The Company
did receive $1,438,293 from the sale of stock in the year ended December 31,
2003, compared to $547,100 for the year ended December 31, 2002. The Company has
also borrowed certain amounts from related parties as well as banks to finance
the beginning production costs for its time clocks and computerized bingo
systems. The Company has made significant progress with respect to future
funding. Funding is expected shortly, which will enable the Company to market,
and produce its products. We anticipate that going forward; we will streamline
administrative, and professional fees to conserve cash flow. Once the
recognition of revenues occurs, certain expenses will increase, but only in
accordance with the increase in revenues.

Going Concern. The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered recurring
losses from operations and at December 31, 2003 and 2002 had a working capital
deficit. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





<PAGE>






Item 7.  Controls and Procedures
--------------------------------

Internal Control Policy
-----------------------

In April 2003, the Company implemented an Internal Control Policy allowing for
the confidential receipt and treatment of complaints in regards to the Company's
internal accounting controls and auditing matters. A director, officer or
employee may file a confidential and anonymous concern regarding questionable
accounting or auditing maters to an independent representative of the Company's
Audit Committee. As of December 31, 2003, an evaluation was performed under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of December 31,
2003. There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to December 31, 2003.

Code of Ethics
--------------

In September 2002, the Company implemented a Code of Ethics by which directors,
officers and employees commit and undertake to personal and corporate growth,
dedicate themselves to excellence, integrity and responsiveness to the
marketplace, and work together to enhance the value of the Company for the
shareholders, vendors, and customers.


Item 8.  Financial Statements and Supplementary Data.
-----------------------------------------------------

All financial information required by this Item is attached hereto beginning on
Page F-1.


Item 9.  Changes In and Disagreements with Accountants on Accounting and
------------------------------------------------------------------------
Financial Disclosure.
---------------------

     There are no disagreements with the current auditors and there has not been
a change and no anticipation of a change with the auditor. Currently engaged by
the Company is Bagell, Josephs & Company, LLC. The auditors are located at High
Ridge Commons, 200 Haddonfield Berlin Road, Suites 400-403, Gibbsboro, NJ 08026.


                                    PART III
                                    --------

Item 10.  Directors and Executive Officers of the Company
---------------------------------------------------------

               James M. Farinella - Chairman of the Board/President/CEO
               65 La Grande Avenue Berkeley Heights, NJ 07922
               Age: 37 years old
               Number of shares owned: 1,065,193 Class A shares
                                       2,500,000 Class B shares

               David A. Facciani - Executive Vice President/Board of Directors
               3230 E. Flamingo Rd.
               No. 516
               Las Vegas, NV 89121
               Age: 60 years old
               Number of shares owned: 2,048,250 Class A shares
                                       2,500,000 Class B shares

               Doug Wetzel - Board of Directors
               2723 Stewart Drive
               Grand Island, NE 68801
               Age: 48 years old
               Number of shares owned:    64,000 Class A shares



<PAGE>






Item 11.  Executive Compensation
--------------------------------

     No cash compensation was paid during the year to any of the officers. Mr.
Farinella received 830,000 shares in 2003 valued at $60,000. Mr. Facciani
received 430,000 shares valued at $45,200.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.
-------------------------------------------------------------------------

     The following table sets forth, as of December 31, 2003 the only persons
known to the Company to be beneficial owners of more than five percent (5%) of
the outstanding number of shares of the Company.

               James M. Farinella - Chairman of the Board/President/CEO
               65 La Grande Avenue
               Berkeley Heights, NJ 07922
               Age: 37 years old
               Number of shares owned: 1,065,193 Class A shares
                                       2,500,000 Class B shares


               David A. Facciani - Executive Vice President/Board of Directors
               3230 E. Flamingo Rd
               No. 516
               Las Vegas, NV 89121
               Age: 60 years old
               Number of shares owned: 2,048,250 Class A shares
                                       2,500,000 Class B shares

               Doug Wetzel - Board of Directors
               2723 Stewart Drive
               Grand Island, NE 68801
               Age: 48 years old
               Number of shares owned:    64,000 Class A shares


Item 13.  Certain Relationship and Related Transactions
-------------------------------------------------------

Amounts due to related parties at December 31, 2003 and 2002 were $148,168 and
$433,200, respectively, and consist of the following:

A note payable to an officer totaling $51,922 and $335,000, respectively, at 10%
interest, payable monthly, due on demand. At December 31, 2003, the Company has
approximately $17,326 in accrued interest to this officer.

A note payable to company's through common ownership in the amount of $96,246
and $98,200, respectively, at 10% interest, payable monthly, due on demand. At
December 31, 2003, the Company has approximately $9,564 in accrued interest to
this company.


Item 14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K
---------------------------------------------------------------------------

     (a)  The following documents are filed as part of this Report.

          1.   Financial Statements.
          2.   Reports on Form 8-K.




<PAGE>








                                   SIGNATURES
                                   ----------

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


T & G2, INC.
(Registrant)



/s/ James Farinella
------------------------------
James Farinella
President
Dated: March 30, 2004























<PAGE>














                                  T & G2, INC.
                                AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002












































                                       F-1
<PAGE>






                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                       Page(s)
                                                                       -------



Report of Independent Certified Public Accountants'                     F-3

Balance Sheets as of December 31, 2003 and 2002                         F-4

Statements of Operations for the Years Ended
  December 31, 2003 and 2002                                            F-5

Statement of Changes in Stockholders' Equity (Deficit)
  for the Years Ended December 31, 2003 and 2002                        F-6

Statements of Cash Flows for the Years Ended December
  31, 2003 and 2002                                                  F-7 - F-8

Notes to Consolidated Financial Statements                           F-9 - F-26



























                                       F-2
<PAGE>






               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'
               ---------------------------------------------------


To the Stockholders of
T & G2, Inc. and Subsidiaries
(Formerly International Mercantile Corporation)
Bernardsville, NJ


We have audited the accompanying consolidated balance sheets of T & G2, Inc. and
Subsidiaries (the "Company") as of December 31, 2003 and 2002 and the related
consolidated statements of operations, changes in stockholders' equity
(deficit), and cash flows for the years then ended. These consolidated financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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.

The accompanying consolidated financial statements for December 31, 2003 and
2002 have been prepared assuming the Company will continue as a going concern.
As discussed in Note 10 to the consolidated financial statements, the Company
has incurred substantial accumulated deficits and has recently started
operations of their gaming division. These issues lead to substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regards to these matters are also discussed in Note 10. The consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of T & G2,
Inc. and Subsidiaries as of December 31, 2003 and 2002, and the results of its
consolidated operations, changes in stockholders' equity (deficit), and cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.


BAGELL, JOSEPHS & COMPANY, L.L.C.
---------------------------------
BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey

March 21, 2004





                                       F-3
<PAGE>


                          T & G2 INC., AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                                                      2003                2002
                                                                                ----------------    ----------------

<S>                                                                             <C>                 <C>
Current Assets:
  Cash and cash equivalents                                                     $        16,754     $         9,676
  Accounts receivable, net                                                               43,836              16,850
  Investment                                                                             25,575                   -
  Prepaid expenses and other current assets                                               2,222                 453
                                                                                ----------------    ----------------

    Total Current Assets                                                                 88,387              26,979
                                                                                ----------------    ----------------

  Fixed assets, net of depreciation                                                     200,126             142,885
  Deposits                                                                                2,070               2,070
                                                                                ----------------    ----------------

TOTAL ASSETS                                                                    $       290,583     $       171,934
                                                                                ================    ================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

LIABILITIES
Current Liabilities:
  Note payable - bank                                                           $             -     $        32,705
  Note payable - other                                                                        -              78,200
  Accounts payable and accrued expenses                                                 282,950             150,216
  Due to related parties                                                                148,168             433,200
                                                                                ----------------    ----------------

      Total Current Liabilities                                                         431,118             694,321
                                                                                ----------------    ----------------

      Total Liabilities                                                                 431,118             694,321
                                                                                ----------------    ----------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock, Series A, $1.00 Par Value; 5,000,000 and 0 shares
    authorized, 0 shares issued and outstanding at
    December 31, 2003 and 2002, respectively                                                  -                   -
  Preferred Stock, Series B, $.001 Par Value; 5,000,000 and 0 shares
    authorized, 282,703 and 0 shares issued and outstanding at
    December 31, 2003 and 2002, respectively                                                283                   -
  Common Stock, Class A, $.001  Par Value; 250,000,000 and
    100,000,000 shares authorized, 35,669,077 and 78,928,744 shares issued
    and outstanding at December 31, 2003 and 2002, respectively                          35,669              78,929
  Common Stock, Class B, $.001  5,000,000 and 2,000,000 shares
    authorized, 5,000,000 and 1,142,858 shares issued and outstanding at
    December 31, 2003 and 2002 respectively                                               5,000               1,143
  Unearned compensation                                                                       -              (1,310)
  Subscriptions receivable                                                             (124,815)            (46,155)
  Stock issued as collateral for note payable                                                 -          (8,666,667)
  Warrants                                                                               62,500              62,500
  Additional paid-in capital                                                         17,063,275          22,839,650
  Treasury stock, at cost, 291,400 shares                                               (37,338)                  -
  Deficit                                                                           (17,145,109)        (14,790,477)
                                                                                ----------------    ----------------

      Total Stockholders' Equity (Deficit)                                             (140,535)           (522,387)
                                                                                ----------------    ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $       290,583     $       171,934
                                                                                ================    ================
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       F-4
<PAGE>


<TABLE>
<CAPTION>
                          T & G2 INC., AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                         2003                2002
                                                   ----------------    ----------------

<S>                                                <C>                 <C>
OPERATING REVENUES
  Revenue                                          $        65,969     $         3,750

COST OF SALES                                               22,819                   -
                                                   ----------------    ----------------

GROSS PROFIT                                                43,150               3,750
                                                   ----------------    ----------------

OPERATING EXPENSES
  Professional fees and compensation expenses            1,255,911           1,170,814
  Advertising and marketing expenses                       448,037             404,202
  General and administrative expenses                      341,727             489,323
  Depreciation and amortization                            128,041              45,108
                                                   ----------------    ----------------
      Total Operating Expenses                           2,173,716           2,109,447
                                                   ----------------    ----------------

LOSS BEFORE OTHER (EXPENSE)                             (2,130,566)         (2,105,697)

OTHER (EXPENSE)
  Legal settlement                                        (192,000)           (185,925)
  Impairment of goodwill                                         -          (3,177,556)
  Organization costs                                             -          (4,875,000)
  Interest expense, net                                    (31,266)            (80,304)
                                                   ----------------    ----------------
      Total Other (Expense)                               (223,266)         (8,318,785)
                                                   ----------------    ----------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES              (2,353,832)        (10,424,482)
    AND EXTRAORDINARY ITEM

Extraordinary item - Forgiveness of debt                         -             117,000
                                                   ----------------    ----------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES              (2,353,832)        (10,307,482)

Provision for Income Taxes                                    (800)               (800)
                                                   ----------------    ----------------

NET LOSS APPLICABLE TO COMMON SHARES               $    (2,354,632)    $   (10,308,282)
                                                   ================    ================

NET LOSS PER BASIC AND DILUTED SHARES              $      (0.04183)    $      (0.82609)
                                                   ================    ================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                    56,289,764          12,478,414
                                                   ================    ================
</TABLE>







                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       F-5
<PAGE>


<TABLE>
<CAPTION>
                          T & G2 INC., AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                  Preferred Stock A  Preferred Stock B  Common Stock Class A  Common Stock Class B
Description                                        Shares   Amount    Shares   Amount     Shares     Amount     Shares     Amount
-----------                                        ------   ------    ------   ------     ------     ------     ------     ------

<S>                                               <C>      <C>       <C>      <C>       <C>         <C>       <C>         <C>
Balance, Janaury 1, 2002                            89,286 $ 89,286         -        -  $ 6,759,564 $ 67,596    1,142,858 $ 11,428

Acquisition of Solutions Tecnology, Inc.                 -        -         -        -   20,511,365  205,113            -        -

Reverse 1:8  stock split                                 -        -         -        -  (23,231,185)(232,312)           -        -

Change in par value                                      -        -         -        -            -  (36,357)           -  (10,285)

Shares issued for consulting services                    -        -         -        -    2,085,000    2,085            -        -

Acquisition of Zingo Sales, Ltd.                         -        -         -        -    2,500,000    2,500            -        -

Shares issued for cash                                   -        -         -        -    2,139,000    2,139            -        -

Shares issued in conversion of debt                      -        -         -        -      100,000      100            -        -

Cancellation of preferred stock                    (89,286) (89,286)        -        -            -        -            -        -

Shares issued for compensation and cash                  -        -         -        -      290,000      290            -        -

Shares issued in conversion of warrants for cash         -        -         -        -      200,000      200            -        -

Warrants issued for consulting services                  -        -         -        -            -        -            -        -

Shares issued for settlement of legal proceeding         -        -         -        -      908,333      908            -        -

Shares issued as collateral for note payable             -        -         -        -   66,666,667   66,667            -        -

Amortization of unearned compensation                    -        -         -        -            -        -            -   39,002

Net loss for the year                                    -        -         -        -            -        -            -        -
                                                  -------- --------  -------- --------  ----------- --------  ----------- --------

Balance, December 31, 2002                               -        -         -        -   78,928,744   78,929    1,142,858    1,143

Cancellation of common stock B shares                    -        -         -        -            -        -   (1,142,858)  (1,143)

Issuance of common share B shares                        -        -         -        -            -        -    5,000,000    5,000

Repurchase of 291,400 shares of treasury stock           -        -         -        -            -        -            -        -

Stock issued for compensation                            -        -         -        -    1,260,000    1,260            -        -

Stock issued as collateral for note payable              -        -         -        -   32,100,000   32,100            -        -

Stock cancelled for collateral as note payable           -        -         -        -  (98,766,667) (98,767)           -        -

Shares issued for consulting services and
settlement                                               -        -         -        -    6,142,000    6,142            -        -

Shares issued for cash                                   -        -         -        -   16,005,000   16,005            -        -

Payments on subscriptions receivable                     -        -         -        -            -        -            -        -

Discounts of common stock for cash                       -        -         -        -            -        -            -        -

Amortization of unearned compensation                    -        -         -        -            -        -            -        -

Issuance of Preferred Stock B                            -        -   282,703      283            -        -            -        -

Reclassification of debt to equity on note
payable                                                  -        -         -        -            -        -            -        -

Net loss for the year                                    -        -         -        -            -        -            -        -
                                                  -------- --------  -------- --------  ----------- --------  ----------- --------

Balance, December 31, 2003                               - $      -   282,703 $    283   35,669,077 $ 35,669    5,000,000 $  5,000
                                                  ======== ========  ======== ======== ============ ========  =========== ========
<PAGE>





<CAPTION>
                                                  Unearned                 Collateral
                                                  Compen-   Subscription    for Note               Additional      Treasury
Description                                        sation    Receivable     Payable    Warrants  Paid-in Capital    Stock
-----------                                       --------  ------------   ----------  --------  ---------------  ----------

<S>                                               <C>       <C>            <C>         <C>       <C>              <C>
Balance, Janaury 1, 2002                          $      -  $          -   $        -  $      -  $     4,223,139  $        -

Acquisition of Solutions Tecnology, Inc.           (40,312)       (1,255)           -         -        3,014,010           -

Reverse 1:8  stock split                                 -             -            -         -          232,312           -

Change in par value                                      -             -            -         -           46,642           -

Shares issued for consulting services                    -             -            -         -          829,515           -

Acquisition of Zingo Sales, Ltd.                         -             -            -         -        4,872,500           -

Shares issued for cash                                   -       (44,900)           -         -          380,861           -

Shares issued in conversion of debt                      -             -            -         -           61,900           -

Cancellation of preferred stock                          -             -            -         -           89,286           -

Shares issued for compensation and cash                  -             -            -         -          134,010           -

Shares issued in conversion of warrants for cash         -             -            -         -          183,800           -

Warrants issued for consulting services                  -             -       62,500         -                -           -

Shares issued for settlement of legal proceeding         -             -            -         -          171,675           -

Shares issued as collateral for note payable             -             -   (8,666,667)        -        8,600,000           -

Amortization of unearned compensation               39,002             -            -         -                -           -

Net loss for the year                                    -             -            -         -                -           -
                                                  --------  ------------   ----------  --------  ---------------  ----------

Balance, December 31, 2002                          (1,310)      (46,155)  (8,666,667)   62,500       22,839,650           -

Cancellation of common stock B shares                    -             -            -         -            1,143           -

Issuance of common share B shares                        -             -            -         -           (5,000)          -

Repurchase of 291,400 shares of treasury stock           -             -            -         -                -     (37,338)

Stock issued for compensation                            -             -            -         -          103,940           -

Stock issued as collateral for note payable              -             -   (2,247,000)        -        2,214,900           -

Stock cancelled for collateral as note payable           -             -   10,913,667         -      (10,814,900)          -

Shares issued for consulting services and
settlement                                               -             -            -         -          674,218           -

Shares issued for cash                                   -      (359,560)           -         -        1,500,948           -

Payments on subscriptions receivable                     -       280,900            -         -                -           -

Discounts of common stock for cash                       -             -            -         -          479,610           -

Amortization of unearned compensation                1,310             -            -         -                -           -

Issuance of Preferred Stock B                            -             -            -         -             (283)          -

Reclassification of debt to equity on note
payable                                                  -             -            -         -           69,049           -

Net loss for the year                                    -             -            -         -                -           -
                                                  --------  ------------   ----------  --------  ---------------  ----------

Balance, December 31, 2003                        $      -  $   (124,815)  $        -  $ 62,500  $    17,063,275  $  (37,338)
                                                  ========  ============   ==========  ========  ===============  ==========

<PAGE>






<CAPTION>
Description                                          Deficit         Total
-----------                                       -------------  -------------

<S>                                               <C>            <C>
Balance, Janaury 1, 2002                          $  (4,482,195) $     (90,746)

Acquisition of Solutions Tecnology, Inc.                      -      3,177,556

Reverse 1:8  stock split                                      -              -

Change in par value                                           -              -

Shares issued for consulting services                         -        831,600

Acquisition of Zingo Sales, Ltd.                              -      4,875,000

Shares issued for cash                                        -        338,100

Shares issued in conversion of debt                           -         62,000

Cancellation of preferred stock                               -              -

Shares issued for compensation and cash                       -        134,300

Shares issued in conversion of warrants for cash              -        184,000

Warrants issued for consulting services                       -         62,500

Shares issued for settlement of legal proceeding              -        172,583

Shares issued as collateral for note payable                  -              -

Amortization of unearned compensation                         -         39,002

Net loss for the year                               (10,308,282)   (10,308,282)
                                                  -------------  -------------

Balance, December 31, 2002                          (14,790,477)      (522,387)

Cancellation of common stock B shares                         -              -

Issuance of common share B shares                             -              -

Repurchase of 291,400 shares of treasury stock                -        (37,338)

Stock issued for compensation                                 -        105,200

Stock issued as collateral for note payable                   -              -

Stock cancelled for collateral as note payable                -              -

Shares issued for consulting services and
settlement                                                    -        680,360

Shares issued for cash                                        -      1,157,393

Payments on subscriptions receivable                          -        280,900

Discounts of common stock for cash                            -        479,610

Amortization of unearned compensation                         -          1,310

Issuance of Preferred Stock B                                 -              -

Reclassification of debt to equity on note
payable                                                       -         69,049

Net loss for the year                                (2,354,632)    (2,354,632)
                                                  -------------  -------------

Balance, December 31, 2003                          (17,145,109) $    (140,535)
                                                  =============  =============

</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       F-6
<PAGE>


<TABLE>
<CAPTION>
                          T & G2 INC., AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



                                                                        2003                2002
                                                                  ----------------    ----------------

<S>                                                               <C>                 <C>
CASH FLOW FROM OPERTING ACTIVIITES
   Net loss                                                       $    (2,354,632)    $   (10,308,282)
                                                                  ----------------    ----------------
   Adjustments to reconcile net loss to net cash
     used in operating activities

     Depreciation                                                         128,041              45,108
     Amortization of unearned compensation                                  1,310              39,002
     Forgiveness of debt                                                        -            (117,000)
     Impairment of goodwill                                                     -           3,177,556
     Common stock issued for organizaton                                        -           4,875,000
     Common stock issued for consulting services                          488,360             831,600
     Common stock issued for conversion of debt                                 -              62,000
     Common stock issued for compensation                                 105,200             109,300
     Common stock issued for settlement of legal proceeding               192,000             172,583
     Warrants issued for consulting services                                    -              62,500
     Discount on issuance of common stock                                 479,610                   -
     Net cash provided by acquisition of Solution Technologies                  -             128,681

  Changes in assets and liabilities
     (Increase) decrease in accounts receivable                           (26,986)             13,129
     (Increase) in prepaid expenses                                        (1,769)                  -
     Increase in accounts payable and
       and accrued expenses                                               132,983              42,216
                                                                  ----------------    ----------------
     Total adjustments                                                  1,498,749           9,441,675
                                                                  ----------------    ----------------

     Net cash (used in) operating activities                             (855,883)           (866,607)

CASH FLOWS FROM INVESTING ACTIVITIES
   Decrease in amounts due to related parties                            (285,032)            165,119
   Investment                                                             (25,575)                  -
   Acquisition of fixed assets                                           (185,282)           (116,361)
                                                                  ----------------    ----------------

      Net cash provided by (used in) investing activities                (495,889)             48,758
                                                                  ----------------    ----------------






                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       F-7
<PAGE>


<CAPTION>
                            T & G2 INC., AND SUBSIDIARIES
                           (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                          CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                        2003                2002
                                                                  ----------------    ----------------

<S>                                                               <C>                 <C>
CASH FLOWS FROM FINANCING ACTIVITES
   Proceeds from common stock issuances and stock subscriptions   $     1,438,293     $       547,100
   Net payments from issuance of notes payable - bank                     (32,705)             (9,930)
   Net payments from issuance of notes payable - other                     (9,400)            133,200
   Repurchase of shares                                                   (37,338)
   Net proceeds from officers                                                   -             (48,150)
   Net proceeds from issuance of notes payable                                  -             195,200
                                                                  ----------------    ----------------
      Net cash provided by financing activities                         1,358,850             817,420
                                                                  ----------------    ----------------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                                                7,078                (429)

CASH AND CASH EQUIVALENTS -
   BEGINNING OF YEAR                                                        9,676              10,105
                                                                  ----------------    ----------------

CASH AND CASH EQUIVALENTS - END OF YEAR                           $        16,754     $         9,676
                                                                  ================    ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
   Interest expense                                               $        40,125     $        18,871
                                                                  ================    ================

SUPPLEMENTAL DISCLOSURE OF NONCASH
   ACTIVITIES:
     Issuance of common stock for:

       Consulting services                                        $       488,360     $       831,600
                                                                  ================    ================
       Organization costs                                         $             -     $     4,875,000
                                                                  ================    ================
       Acquisition of Solution Technologies                       $             -     $     3,177,556
                                                                  ================    ================
       Conversion of debt                                         $             -     $        62,000
                                                                  ================    ================
       Compensation                                               $       105,200     $       109,300
                                                                  ================    ================
       Settlement of legal proceeding                             $       192,000     $       172,583
                                                                  ================    ================
       Warrants issued for consulting services                    $             -     $        62,500
                                                                  ================    ================
       Discounts on issuance of common stock                      $       479,610     $             -
                                                                  ================    ================
   Impairment of goodwill                                         $             -     $     3,177,556
                                                                  ================    ================
   Forgiveness of debt for note payable - other                   $        69,049     $       117,000
                                                                  ================    ================
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       F-8
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1 -  ORGANIZATION AND BASIS OF PRESENTATION
          --------------------------------------

          On January 12, 2002, International Mercantile Corporation acquired
          Solutions Technology, Inc. ("STI"), formerly known as Clickese.com
          ("Clickese") for 20,511,365 shares of the Class A common stock, and
          the former owners of STI acquired the 1,142,858 shares of the Class B
          common stock for $1. Upon this acquisition, STI became a wholly owned
          subsidiary of International Mercantile Corporation. STI designs,
          develops and manufactures biometrical time clocks for tracking
          employees' time and attendance.

          On February 14, 2002, International Mercantile Corporation changed its
          name to T & G2 (the "Company"). In addition, the Company changed its
          domicile to Nevada, which brought about a reverse 8 to 1 stock split,
          and a change in the par value of the stock to $0.001.

          In addition to STI being a wholly owned subsidiary, the Company
          acquired Zingo Sales Ltd. ("Zingo") in March 2002 in a 2,500,000 share
          Class A common stock acquisition. Zingo's mission is to design,
          develop, manufacture and market easy to use complete solutions using
          the latest available technologies. Their first product is a fixed
          based bingo unit, for which sales had been generated late in 2002. The
          software developed for this product is just as advanced if not more
          advanced than any product in the market at this time.

          In November 2002, the Company issued a board resolution authorizing an
          increase to the authorized capital to 100,000,000 Class A common
          shares and the Class B common shares to remain at the 2,000,000 share
          level. In February 2003, the Company issued another board resolution
          authorizing a further increase in its authorized capital. Under this
          resolution, the Company increased its Class A common shares and Class
          B common shares to 250,000,000 shares and 5,000,000 shares authorized,
          respectively. With this change, the Company issued a board resolution
          to cancel the 1,142,858 Class B common shares, and issue to its
          officers 2,500,000 Class B common shares each (5,000,000 total) at par
          value.

          On April 25, 2001, Secure Time, Inc. merged into Clickese.com at which
          time the resulting company changed its name to STI. The transaction
          was valued at $1 per share for 10,500,000 shares.

          International Mercantile Corporation was originally incorporated in
          the State of Missouri, on March 10, 1971. Their business purpose
          included among other things, maintaining an Internet based personal
          computer manufacturing business selling build-to-order systems
          throughout the United States to value added retailers and other
          marketers of micro-computer systems. The Company has terminated all of
          these business activities.






                                       F-9
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          ------------------------------------------

          Principles of Consolidation
          ---------------------------

          The consolidated financial statements include the accounts of the
          Company and all of its wholly owned subsidiaries. All significant
          intercompany accounts and transactions have been eliminated in
          consolidation.

          Use of Estimates
          ----------------

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

          Revenue and Cost Recognition
          ----------------------------

          Commencing in 2002, the Company started generating revenues. The
          Company currently records its revenue on the accrual basis, whereby
          revenue is recognized upon the sales orders being placed.

          Cost is recorded on the accrual basis, when the purchase orders are
          placed, and operating costs are incurred rather than paid for.

          Cash and Cash Equivalents
          -------------------------

          The Company considers all highly liquid debt instruments and other
          short-term investments with an initial maturity of three months or
          less to be cash equivalents.

          The Company maintains cash and cash equivalent balances at several
          financial institutions that are insured by the Federal Deposit
          Insurance Corporation up to $100,000.

          Fixed Assets
          ------------

          Fixed assets are stated at cost. Depreciation is computed primarily
          using the straight-line method over the estimated useful life of the
          assets.

          Furniture and fixtures                              7 Years
          Office equipment                               3 to 5 Years
          Equipment - Zingo Sales                           1.5 Years
          Time clock equipment                              1.5 Years
          Time clock software                                 3 Years




                                      F-10
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


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

          Income Taxes
          ------------

          The income tax benefit is computed on the pretax loss based on the
          current tax law. Deferred income taxes are recognized for the tax
          consequences in future years of differences between the tax basis of
          assets and liabilities and their financial reporting amounts at each
          year-end based on enacted tax laws and statutory tax rates.

          Advertising
          -----------

          Costs of advertising and marketing are expensed as incurred.
          Advertising and marketing costs were $ 448,037 and $ 404,202 for the
          years ended December 31, 2003 and 2002, respectively.

          Earnings (Loss) Per Share of Common Stock
          -----------------------------------------

          Historical net income (loss) per common share is computed using the
          weighted average number of common shares outstanding. Diluted earnings
          per share (EPS) includes additional dilution from common stock
          equivalents, such as stock issuable pursuant to the exercise of stock
          options and warrants. Common stock equivalents are not included in the
          computation of diluted earnings per share when the Company reports a
          loss because to do so would be antidilutive for the periods presented.

          The following is a reconciliation of the computation for basic and
          diluted EPS:

<TABLE>
<CAPTION>
                                                          December 31,      December 31,
                                                              2003              2002
                                                              ----              ----

<S>                                                      <C>               <C>
          Net Loss                                       ($2,354,632)      ($10,308,282)
                                                          -----------       ------------

          Weighted-average common shares
            outstanding (Basic)                           56,289,764         12,478,414

          Weighted-average common stock equivalents:
                Stock options                                -                   -
                Warrants                                     -                   -
                                                             -                   -

          Weighted-average common shares
              outstanding (Diluted)                       56,289,764         12,478,414
                                                          ==========         ==========
</TABLE>





                                      F-11
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


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

          Earnings (Loss) Per Share of Common Stock (Continued)
          -----------------------------------------

          Options and warrants outstanding to purchase stock were not included
          in the computation of diluted EPS because inclusion would have been
          antidilutive.

          Software Development Costs
          --------------------------

          Internal use software costs are recorded in accordance with Statement
          of Position (SOP) No. 98-1, "Accounting for the Costs of Computer
          Software Developed or Obtained for Internal Use". Qualifying costs
          incurred during the application development stage, which consist
          primarily of outside services are capitalized and amortized over the
          estimated useful life of the asset. All other costs are expensed as
          incurred. The Company has determined that all costs for the years
          ended December 31, 2003 and 2002, do not relate to the application
          development stage and therefore have expensed these costs as they were
          incurred.

          Fair Value of Financial Instruments
          -----------------------------------

          The carrying amount reported in the consolidated balance sheets for
          cash and cash equivalents, accounts receivable, accounts payable,
          accrued expenses and notes payable approximate fair value because of
          the immediate or short-term maturity of these financial instruments.

          Stock-Based Compensation
          ------------------------

          The Company has elected to follow Accounting Principles Board Opinion
          No. 25, "Accounting for Stock Issued to Employees" (APB No. 25), and
          related interpretations, in accounting for their employee stock
          options rather than the alternative fair value accounting allowed by
          SFAS No. 123, "Accounting for Stock-Based Compensation", and has
          adopted the enhanced disclosure provisions of SFAS No. 148,
          "Accounting for Stock Based Compensation - Transition and
          Disclosures", an amendment of SFAS No. 123. APB No. 25 provides that
          the compensation expense relative to the Company's employee stock
          options is measured based on the intrinsic value of the stock option.
          SFAS No. 123 requires companies that continue to follow APB No. 25 to
          provide a pro-forma disclosure of the impact of applying the fair
          value method of SFAS No. 123.

          Reclassifications
          -----------------

          Certain amounts for the years ended December 31, 2002 have been
          reclassified to conform to the presentation of the December 31, 2003
          amounts. The reclassifications have no effect on net income for the
          year ended December 31, 2002.



                                      F-12
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


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

          Recent Accounting Pronouncements
          --------------------------------

          In June 1998, the Financial Accounting Standards Board issued SFAS No.
          133, "Accounting for Derivative Instruments and Hedging Activities".
          SFAS No. 133 requires companies to recognize all derivative contracts
          as either assets or liabilities in the balance sheet and to measure
          them at fair value. If certain conditions are met, a derivative may be
          specifically designated as a hedge, the objective of which is to match
          the timing of the gain or loss recognition on the hedging derivative
          with the recognition of (i) the changes in the fair value of the
          hedged asset or liability that are attributable to the hedged risk or
          (ii) the earnings effect of the hedged forecasted transaction. For a
          derivative not designated as a hedging instrument, the gain or loss is
          recognized in income in the period of change. On June 30, 1999, the
          FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
          Hedging Activities - Deferral of the Effective Date of FASB Statement
          No. 133". SFAS No. 133 as amended by SFAS No. 137 is effective for all
          fiscal quarters of fiscal years beginning after June 15, 2000. In June
          2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
          Instruments and Certain Hedging Activities". SFAS No. 133 as amended
          by SFAS No. 137 and 138 is effective for all fiscal quarters of fiscal
          years beginning after June 15, 2000.

          Historically, the Company has not entered into derivatives contracts
          to hedge existing risks or for speculative purposes. Accordingly, the
          Company does not expect adoption of the new standard to have a
          material effect on its consolidated financial statements.

          In December 1999, the Securities and Exchange Commission issued Staff
          Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
          Statements." SAB 101 provides guidance for revenue recognition under
          certain circumstances, and is effective during the first quarter of
          fiscal year 2001. SAB 101 is not expected to have a material effect on
          the Company's consolidated results of operations, financial position
          and cash flows.

          On March 16, 2000, the Emerging Issues Task Force issued EITF 99-19
          "Recording Revenue as a Principal versus Net as an Agent" which
          addresses the issue of how and when revenues should be recognized on a
          Gross or Net method as the title implies. The Emerging Issues Task
          Force has not reached a consensus but sites SEC Staff Accounting
          Bulletin 101. EITF 99-19 does not affect the Company's consolidated
          financial statements.






                                      F-13
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


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

          Recent Accounting Pronouncements (Continued)
          --------------------------------

          On July 20, 2000, the Emerging Issues Task Force issued EITF 00-14
          "Accounting For Certain Sales Incentives" which establishes accounting
          and reporting requirements for sales incentives such as discounts,
          coupons, rebates and free products or services. Generally, reductions
          in or refunds of a selling price should be classified as a reduction
          in revenue. For SEC registrants, the implementation date is the
          beginning of the fourth quarter after the registrant's fiscal year end
          December 15, 1999. EITF 00-14 does not materially affect the Company's
          consolidated financial statements.

          In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
          Intangible Assets". This Statement addresses financial accounting and
          reporting for acquired goodwill and other intangible assets and
          supersedes APB Opinion No. 17, Intangible Assets. It addresses how
          intangible assets that are acquired individually or with a group of
          other assets (but not those acquired in a business combination) should
          be accounted for in financial statements upon their acquisition. This
          Statement also addresses how goodwill and other intangible assets
          should be accounted for after they have been initially recognized in
          the financial statements. This statement has been considered when
          determining impairment of goodwill in certain transactions.

          In December 2002, the FASB issued Statement No. 148, "Accounting for
          Stock-Based Compensation-Transition and Disclosure", an amendment of
          FASB Statement No. 123"("SFAS 148"). SFAS 148 amends FASB Statement
          No. 123, "Accounting for Stock-Based Compensation," to provide
          alternative methods of transition for an entity that voluntarily
          changes to the fair value based method of accounting for stock-based
          employee compensation. It also amends the disclosure provisions of
          that Statement to require prominent disclosure about the effects on
          reported net income of an entity's accounting policy decisions with
          respect to stock-based employee compensation. Finally, this Statement
          amends Accounting Principles Board ("APB") Opinion No. 28, "Interim
          Financial Reporting", to require disclosure about those effects in
          interim financial information. SFAS 148 is effective for financial
          statements for fiscal years ending after December 15, 2002. The
          Company will continue to account for stock-based employee compensation
          using the intrinsic value method of APB Opinion No. 25, "Accounting
          for Stock Issued to Employees", but has adopted the enhanced
          disclosure requirements of SFAS 148.








                                      F-14
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 3 -  ACCOUNTS RECEIVABLE
          -------------------

          The Company extends unsecured credit to its customers in the ordinary
          course of business but mitigates the associated credit risk by
          performing credit checks and actively pursuing past due accounts. An
          allowance for doubtful accounts has not been established at December
          31, 2003, since Management is of the opinion that all accounts
          receivable are fully collectible.

NOTE 4 -  FIXED ASSETS
          ------------

          Fixed assets consist of the following at December 31, 2003 and 2002:

                                              2003             2002
                                              ----             ----
          Office equipment                $   10,380        $    4,475
          Furniture and fixtures               2,646             2,646
          Equipment - Zingo Sales            258,447            79,732
          Time clock equipment                38,730            38,068
          Time clock software                 54,144            54,144
                                          ----------        ----------
                                             364,347           179,065
                                            (164,221)          (36,180)
                                          ----------        ----------
                             Total        $  200,126        $  142,885
                                          ==========        ==========

          Depreciation expense was $128,041 and $19,651 for the years ended
          December 31, 2003 and 2002. A portion of these fixed assets were
          acquired when the Company was acquired by International Mercantile
          Corporation.

NOTE 5 -  NOTES PAYABLE - BANK
          --------------------

          On April 3, 2001, the Company entered into a line of credit agreement
          with a bank. The note, which is due on demand bears interest at prime
          plus 2.25% and provides for maximum borrowings up to $63,100. The line
          of credit is guaranteed by a majority shareholder. The outstanding
          balance at December 31, 2003 and 2002 was $0 and $32,705,
          respectively. The line of credit was STI's, and was assigned over to
          the Company upon the acquisition. Interest expense charged to
          operations for the years ended December 31, 2003 and 2002 was $2,705
          and $2,244, respectively.

NOTE 6 -  NOTES PAYABLE - OTHER
          ---------------------

          The Company pursuant to a note agreement dated May 28, 2002 with
          Protech Trading Inc. had a note payable in the amount of $68,800, due
          May 30, 2003. Interest on this note was payable quarterly, at one
          percent per quarter, four percent annually. In addition to receiving
          the funds from Protech, the Company issued them 200,000 shares of
          common stock for consulting in accordance with the agreement. The
          agreement between the parties was cancelled, and the note was
          forgiven, The Company has reclassified this note to additional paid in
          capital along with all accrued interest on the note.



                                      F-15
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 6 -  NOTES PAYABLE - OTHER (CONTINUED)
          ---------------------

          The Company had a note payable in the amount of $167,000 due to Largo
          Holdings. During the year ended December 31, 2002, $50,000 plus
          $12,000 in interest expense was converted to 100,000 shares of the
          Company's Class A Common Stock. The remaining amount ($117,000) was
          subsequently discharged by the lender in October 2002.

NOTE 7 -  RELATED PARTY TRANSACTIONS
          --------------------------

          Amounts due to/from related parties at December 31, 2003 and 2002 were
          $148,168 and $433,200, respectively, and consists of the following:

          A note payable to an officer totaling $51,922 and $335,000,
          respectively at 10% interest, payable monthly, due on demand. At
          December 31, 2003 and 2002, the Company has approximately $17,326 and
          $7,056, respectively in accrued interest to this officer.

          Note receivable from a company through common ownership in the amount
          of $21,954 at December 31, 2003. There were no amounts outstanding at
          December 31, 2002.

          Note payables to a company through common ownership in the amount of
          $109,000 and $98,200 at December 31, 2003 and 2002, respectively, at
          10% interest, payable monthly, due on demand. At December 31, 2003 and
          2002, the Company has approximately $8,739 and $14,000, respectively
          in accrued interest to this company.

          The Company has $9,200 outstanding to another entity related through
          common ownership at December 31, 2003. There were no amounts
          outstanding at December 31, 2002. At December 31, 2003, the Company
          has approximately $319 in accrued interest to this company.

          Prior to the acquisition by International Mercantile Corporation, STI
          relied upon funds from related parties to fund operations.

NOTE 8 -  ACQUISITIONS
          ------------

          On January 12, 2002, the Company acquired STI as a wholly owned
          subsidiary for 20,511,365 shares of common stock. At the time of the
          acquisition, STI's book value of their net assets was approximately
          $0. The acquisition of the 20,511,365 shares were valued at the
          Company's fair value at the time of the issuance which approximated
          $.15 per share, $3,177,556. In accordance with FASB 142, the Company
          impaired the goodwill for that amount.




                                      F-16
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 8 -  ACQUISITIONS (CONTINUED)
          ------------

          In March, 2002, Zingo was acquired as a wholly owned subsidiary by the
          Company for 2,500,000 shares of common stock. Zingo Sales, Ltd., a
          relatively new company had very little activity and also had a net
          book value of approximately $0. The shares issued were valued at
          $1.95, the fair value of the stock at the time of issuance. The
          $4,875,000, was recorded as goodwill and subsequently impaired to $0.
          The impairment is included in the consolidated statements of
          operations for the year ended December 31, 2002.

NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT)
          ------------------------------

          Preferred Stock
          ---------------

          At December 31, 2003 and 2002, there are 5,000,000 and 0 shares of
          Class A Preferred Stock, par value $1.00 authorized and 0 shares
          issued and outstanding, respectively. The 89,286 shares of the Class A
          Preferred Stock, that were outstanding at December 31, 2001 were
          cancelled during 2002, and with that cancellation the Company
          authorized the cancellation of this class of stock. In April, 2003,
          the Company passed a board resolution to re-instate the Series A
          Preferred Stock changing its par value to $.001.

          Additionally, the Company passed a board resolution to authorize
          5,000,000 shares of Class B Preferred Stock, par value $.001. As of
          December 31, 2003, the Company has 282,703 shares issued and
          outstanding. These shares were issued to Mercatus Partners, Ltd. in
          connection with an amended loan agreement. These shares were issued
          when the Company cancelled the 66,666,667 shares of Class A Common
          Stock that were issued as collateral to the original loan agreement.

          Common Stock
          ------------

          As of December 31, 2003 and 2002, there were 250,000,000 and
          100,000,000 authorized shares, and 35,669,077 and 78,928,744 issued
          and 35,377,677 and 78,928,744 outstanding shares of the Company's
          common stock A with a par value of $.001, respectively. In February
          2003, the Company upon an approved board resolution increased the
          authorized limit of the Class A common shares to 250,000,000.

          As of December 31, 2003 and 2002, there were 5,000,000 and 2,000,000
          authorized shares, and 5,000,000 and 1,142,858 issued and outstanding
          shares of the Company's common stock B with a par value of $.001,
          respectively. In February 2003, the Company upon an approved board
          resolution increased the authorized limit of the Class B common shares
          to 5,000,000. Subsequent to this board resolution, the Company
          cancelled the outstanding 1,142,858 shares and issued the entire
          5,000,000 shares to two of its officers.



                                      F-17
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------

          Common Stock (Continued)
          ------------------------

          The following shares of common stock Class A were issued for the year
          ended December 31, 2003:

          There were 1,600,000 shares of stock issued in the quarter ended
          December 31, 2003 for consulting services (including legal fees) at a
          fair value of $248,000 ($.15 per share).

          There were 2,100,000 shares of stock issued in the quarter ended
          December 31, 2003 for cash for $203,510 ($.09 per share). The Company
          recorded an additional $139,120 on these shares to record the discount
          provided and bring the fair value of the shares issued to an average
          of $.16 per share, which was the fair value of the shares on the dates
          issued. In addition, the Company has a subscription receivable of
          $122,560 relating to these shares. The Company also, in the quarter
          ended December 31, 2003 received $65,000 relating to shares issued in
          the quarter ended September 30, 2003.

          There were 525,000 shares of stock cancelled in the quarter ended
          December 31, 2003 for accrued compensation to the officers of the
          Company at a fair value of $105,000 ($.20 per share).

          There were 1,210,000 shares of stock issued in the quarter ended
          September 30, 2003 for consulting services (including legal fees) at a
          fair value of $170,400 ($.14 per share).

          There were 5,625,000 shares of stock issued in the quarter ended
          September 30, 2003 for cash for $626,693 ($.11 per share). The Company
          recorded an additional $228,307 on these shares to record the discount
          provided and bring the fair value of the shares issued to an average
          of $.15 per share, which was the fair value of the shares on the dates
          issued. In addition, the Company has a subscription receivable of
          $65,000 relating to these shares. The Company also, in the quarter
          ended September 30, 2003 received $172,000 relating to shares issued
          in the quarter ended June 30, 2003.

          There were 985,000 shares of stock issued in the quarter ended
          September 30, 2003 for accrued compensation to the officers of the
          Company at a fair value of $165,000 ($.16 per share).

          There were 3,332,000 shares of stock issued in the quarter ended June
          30, 2003 for consulting services (including legal fees) at a fair
          value of $261,960 ($.07 per share).





                                      F-18
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------

          Common Stock (Continued)
          ------------------------

          There were 8,280,000 shares of stock issued in the quarter ended June
          30, 2003 for cash for $651,700 ($.079 per share). The Company recorded
          an additional $112,183 on these shares to record the discount provided
          and bring the fair value of the shares issued to an average of $.09
          per share, which was the fair value of the shares on the dates issued.
          In addition, the Company has a subscription receivable of $172,000
          relating to these shares.

          There were 800,000 shares of stock issued in the quarter ended June
          30, 2003 for accrued compensation to the officers of the Company at a
          fair value of $45,200 ($.0565 per share).

          There were 32,100,000 shares of stock issued in the quarter ended June
          30, 2003 as collateral for a note payable agreement that the Company
          had anticipated entering into. These shares had a fair value of
          $2,247,000 ($.07 per share). The note payable was entered into, and
          due to a default on or about May/June 2003 by the other party to the
          transaction in July 2003, the shares were returned and cancelled by
          the Company.

          There were 66,666,667 shares of stock cancelled in the quarter ended
          June 30, 2003 that were issued as collateral for a note payable
          agreement that the Company had entered into with Mercatus Partners,
          Ltd. These shares had a fair value of $8,666,667 ($.13 per share), and
          were being held in escrow. In April 2003, the Company amended the loan
          agreement and these shares were cancelled as a result of the
          amendment, and the Company issued 282,703 shares of Series B Preferred
          Stock at par value of $.001.

          The Company, in the quarter ended March 31, 2003 received $43,900
          relating to shares issued in 2002.

          The following shares of common stock Class A were issued for the year
          ended December 31, 2002:

          There were 20,511,365 shares of common stock issued for the
          acquisition of STI at a value of $.15 per share ($3,177,556) on
          January 14, 2002.

          There were 200,000 shares of stock issued in the quarter ended March
          31, 2002 for consulting services at a fair value of $.19 per share
          ($38,000).

          There were 2,500,000 shares of stock issued in the quarter ended March
          31, 2002 for the acquisition of Zingo at a fair value of $1.95 per
          share ($4,875,000).

          There were 55,000 shares of stock issued in the quarter ended June 30,
          2002 for consulting services at a fair value of $.57 per share
          ($31,350).



                                      F-19
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------

          Common Stock (Continued)
          ------------------------

          There were 100,000 shares of stock issued in the quarter ended June
          30, 2002 in a debt conversion at a fair value of $.62 per share
          ($62,000) representing a debt reduction of $50,000 and accrued
          interest of $12,000.

          There were 200,000 shares of stock issued in the quarter ended June
          30, 2002 for consulting services at a fair value of $.57 per share
          ($114,000).

          There were 255,000 shares of stock issued in the quarter ended June
          30, 2002 for consulting services at a fair value of $.50 per share
          ($127,500).

          There were a total of 239,000 shares of stock issued in the quarter
          ended June 30, 2002 for $135,000 cash.

          There were 200,000 shares of stock issued in the quarter ended
          September 30, 2002 for consulting services at a fair value of $1.02
          per share ($204,000).

          There were 50,000 shares of stock issued in the quarter ended
          September 30, 2002 for consulting services at a fair value of $1.02
          per share ($51,000).

          There were 100,000 shares of stock issued which were converted for
          stock options exercised at a fair value of $1.02 per share ($102,000)
          for compensation to officers. The stock options had an exercise price
          of $.25 per share. The differential from exercise price to fair value
          was charged to compensation expense in the quarter ended September 30,
          2002.

          There were 200,000 shares of stock issued that were converted for
          stock warrants previously purchased at $.75 per share for $150,000
          cash. The fair value of the stock at the time of conversion was $.92
          per share. The differential from exercise price to fair value was
          charged to consulting expense in the quarter ended September 30, 2002.

          The Company issued 50,000 in stock warrants at a value of $1.25 per
          share. The $62,500 was charged to consulting expense in the quarter
          ended September 30, 2002.

          The Company issued 80,000 shares of stock in the quarter ended
          September 30, 2002 for consulting services at a fair value of $.66 per
          share ($52,800).

          The Company issued 20,000 shares of stock in the quarter ended
          September 30, 2002 for consulting services at a fair value of $.54 per
          share ($10,800).



                                      F-20
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------

          Common Stock (Continued)
          ------------------------

          The Company issued 25,000 shares of stock in the quarter ended
          September 30, 2002 for consulting services at a fair value of $.48 per
          share ($12,000).

          The Company issued 25,000 shares of stock in the quarter ended
          September 30, 2002 for consulting services at a fair value of $.42 per
          share ($10,500).

          The Company issued 908,333 shares of stock in the quarter ended
          September 30, 2002 in settlement of a lawsuit at a fair value of $.19
          per share ($172,583).

          The Company issued 100,000 shares of stock in the quarter ended
          September 30, 2002 for promotional services at a fair value of $.36
          per share ($36,000).

          The Company issued 225,000 shares of stock in the quarter ended
          December 31, 2002, for consulting services at a fair value of $.23 per
          share ($51,750).

          The Company issued 70,000 shares of stock in the quarter ended
          December 31, 2002, for legal services at a fair value of $.20 per
          share ($14,000).

          The Company issued 115,000 shares of stock in the quarter ended
          December 31, 2002, for consulting services at a fair value of $.13 per
          share ($14,950).

          The Company issued 215,000 shares of stock in the quarter ended
          December 31, 2002, for consulting services at a fair value of $.13 per
          share ($27,950).

          The Company issued 190,000 shares of stock in the quarter ended
          December 31, 2002, for compensation at a fair value of $.17 per share
          ($32,300).

          The Company issued 250,000 shares of stock in the quarter ended
          December 31, 2002, for consulting services at a fair value of $.14 per
          share ($35,000).

          The Company issued 1,900,000 shares of stock in the quarter ended
          December 31, 2002, for cash at a fair value of $.13 per share
          ($203,100).

          The Company issued 66,666,667 shares of stock in the quarter ended
          December 31, 2002, as collateral for a note payable with a bank at a
          fair value of $.13 per share ($8,666,667). These shares had been
          issued and were being held in escrow. In April 2003, the Company
          amended their loan agreement and these Class A common shares were
          cancelled.






                                      F-21
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------

          Treasury Stock
          --------------

          In January 2003, the Company instituted a buy back program of its own
          stock. For the year ended December 31, 2003, the Company bought back
          291,400 shares of its common stock and placed it in its treasury. The
          Company has accounted for its treasury stock utilizing the cost
          method, and such, the $37,338 at December 31, 2003 represents the cost
          value of the treasury shares acquired by the Company.

          Stock Options
          -------------

          As of January 1, 2000, STI adopted a stock option plan under which
          20,000,000 shares of common stock are available for issuance with
          respect to awards granted to officers, management, consultants, and
          any other key employees of STI. The options were to be exercised at
          not less than 85% of the fair market value of the shares on the date
          of grant. The options were to expire after 10 years from the date of
          grant. The options were to be exercisable immediately when granted and
          are were subject to restrictions on transfer, repurchase and right of
          first refusal. When in 2002, STI was acquired by the Company, these
          options were cancelled and replaced with identical options of the
          Company.

          The Company applies APB Opinion 25 and related interpretation in
          accounting for stock options. The Company did not record any
          compensation expense for the granting of options in the years ended
          December 31, 2003 and 2002.

                                                                Weighted Average
                                                  Options        Exercise Price
                                               -------------    ----------------

     T & G2 (STI)
     Options outstanding at December 31, 2001      1,200,000    $          .0025
     Granted during the year                      10,200,000               .0025
     Surrendered, forfeited or expired                     0                   -
     Exercised                                    (2,000,000)              .0025
                                               -------------    ----------------

     Options outstanding at December 31, 2002      9,400,000               .0025

     T & G2 (STI)
     Options outstanding at December 31, 2002      9,400,000               .0025
     Granted during the year                               0               .0025
     Surrendered, forfeited or expired                     0                   -
     Exercised                                             0               .0025
                                               -------------    ----------------

     Options outstanding at December 31, 2003      9,400,000    $          .0025
                                               =============    ================



                                      F-22
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------

          Stock Options (Continued)
          -------------------------

          Exercisable options outstanding, and the related weighted average
          exercise price at December 31, 2003 and 2002 were 9,400,000 and
          9,400,000, and $0.0025 and $.0025, respectively.

          The following tabulation summarizes certain information concerning
          outstanding and exercisable options at December 31, 2003 and 2002.


                                                    2003             2002
                                                ------------     ------------
     Outstanding options:
       Number outstanding                          9,400,000        9,400,000
       Weighted average exercise price          $      .0025     $      .0025
       Weighted average remaining
           contractual life in years                    6.50             7.50

     Exercisable options:
       Number outstanding                          9,400,000         9,400,000
       Weighted average exercise price          $      .0025     $      .0025


          If the Company had elected to recognize compensation based on the fair
          value of the options granted at the grant date, net loss and loss per
          share would have been increased to the following pro forma amounts
          shown below:
























                                      F-23
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------

          Stock Options (Continued)
          -------------------------

<TABLE>
<CAPTION>
                                                        2003              2002
                                                   --------------    --------------
<S>                                                <C>               <C>
     As reported net loss from continuing
     operations:                                   $   (2,354,632)   $  (10,308,282)

     Add: Stock-based compensation expense
     included in reported net loss from
     continuing operations, net of related tax
     effects                                       $            0    $            0

     Deduct: Total stock-based compensation
     expense determined under fair value based
     method for all awards, net of related tax
     effects                                       $            0    $      (16,920)

     Pro forma loss from continuing operations     $   (2,354,632)   $  (10,325,202)

     Basic and diluted loss per share from
     continuing operations:

     As reported                                   $        (.419)   $        (.826)
     Pro forma                                     $        (.419)   $        (.827)
</TABLE>

          The fair value of each option granted during the year ended December
          31, 2003 and 2002, was $0.00 and $0.0018, respectively. The fair value
          of each option grant was estimated on the date of the grant using the
          Black-Scholes Option Pricing Module, using the following assumptions:


                                                    2003             2002
                                                ------------     ------------

     Risk-free interest rate                           4.00%            4.00%
     Expected life in years                            6.50             7.50
     Expected volatility                                100%             100%
     Expected dividend yield                              0%               0%









                                      F-24
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 10 - GOING CONCERN
          -------------

          As shown in the accompanying consolidated financial statements, the
          Company incurred substantial net losses for the years ended December
          31, 2003 and 2002. There is no guarantee whether the Company will be
          able to generate enough revenue and/or raise capital to support those
          operations. This raises substantial doubt about the Company's ability
          to continue as a going concern.

          The Company has improved its operations in its Zingo subsidiary, and
          has been successful in the marketing of their products and have placed
          several units in the western United States since June of 2003.
          Management feels that Zingo will increase their sales by 600% in the
          upcoming year based on current billings per month and anticipated
          billings. STI has also started generating revenue, and Management
          feels that they have generated some good leads to have more of their
          units placed in the first six months of 2004.

          The Company has also signed a letter of intent to acquire a German
          Company with assets of more than $1,500,000 US dollars. The German
          Company will be instrumental in building a European presence for the
          Company in the distribution of the Company's products.

          The consolidated financial statements do not include any adjustments
          that might result from the outcome of these uncertainties.

NOTE 11 - COMMITMENTS
          -----------

          The Company's Zingo products have received clearance in certain
          jurisdictions in the western and northwestern regions of the United
          States as a bingo game. With this clearance, the Company expects to
          bring the number of units operational to over 250 and additional units
          have been placed since December 31, 2003.

          In November 2002, the Company installed its Securetime system in a
          restaurant at a major Las Vegas, Nevada casino. The Company has also
          received an order for the Securetime system from a Native American
          business in Oklahoma and the installation was completed in late
          November. Both of these installations signed contracts for continuing
          and ongoing services in March 2003. Since December 31, 2003,
          Securetime has installed a biometric ID system in a bingo facility in
          Wyoming.












                                      F-25
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 12 - LITIGATION
          ----------

          In an action commenced on or about March 28, 2002 in the Supreme Court
          of the State of New York, the plaintiff seeks $40,000 in damages from
          the Company, as well as other defendants listed in this action,
          allegedly sustained as a result of third party payments made on behalf
          of all defendants, including, but not limited to the Company. An
          answer denying all material allegations was served upon the Plaintiff
          on May 1, 2002, within the time allotted by law to do so. The
          Plaintiff, as of March 25, 2004, has failed to respond to the
          Company's discovery demands. The Company will seek an Order of the
          Court dismissing this action due to plaintiff's failure to comply.
          Management is of the belief that all allegations involved in this
          action are without merit. No liability is recorded for this action as
          of December 31, 2003.

          In an action commenced in or about March 2003 in the Superior Court of
          Union County New Jersey, the plaintiff seeks $35,000 for the Company's
          alleged breach of a Communications Agreement. The Company believes it
          owes only $15,000. During a mediation hearing held on December 10,
          2003, the Company settled this matter for $17,500. The Company has
          made the required settlement payment and the case was dismissed in
          February 2004.

NOTE 13 - INVESTMENT
          ----------

          The Company's subsidiary, Zingo Sales, Ltd. formed a joint venture
          company as a 50% owner. This company has a 20% ownership in the
          management of a Bingo Hall. These consolidated financial statements
          have consolidated these operations, and reflects the investment in the
          management of the Bingo Hall on its consolidated balance sheet in
          accordance with the cost method, as its ownership percentage is 20%,
          and the Company does not exercise significant influence on the
          operational or financial decision making of that company.

NOTE 14 - SUBSEQUENT EVENTS
          -----------------

          The Company entered into various agreements for the installation of
          their gaming units. Since December 31, 2003, the Company has entered
          agreements for additional units, and have installed a biometric ID
          system in January 2004 in Wyoming.

          The Company in March 2004 signed a letter of intent to acquire a
          German Company with assets of more than $1,500,000 US dollars. The
          German Company will be instrumental in building a European presence
          for the Company in the distribution of the Company's products.

          In January 2004 the Company filed an S-8 registration for 3,500,000
          shares of common stock with a proposed maximum offering price per
          share of $0.155 per share and a proposed maximum aggregate offering
          price of $542,500.

          On January 14, 2004, the Company entered into a Loan and Security
          Agreement and a Multiple Advance Promissory Note with a Bermuda
          company. This agreement establishes a multiple advance loan of a
          maximum of $2,600,000. As collateral for this note, the Company issued
          668,000 shares of its Series B Preferred Stock. Additionally, the
          Company issued to the Bermuda company a warrant for the purchase of up
          to 6,000,000 shares of the Company's common stock A at an exercise
          price of $.15 per share. The warrants carry no registration rights.


                                      F-26