<PAGE>

================================================================================
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549


                                  FORM 10-QSB
(Mark one)
    X
   ---
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 2001

                                      OR

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

               For the transition period from _______ to _______

                        Commission file number 0-26433

                         TITANIUM HOLDINGS GROUP, INC.
            (Exact name of registrant as specified in its charter)

              NEVADA                                  88-0386415
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

                                 1023 Morales
                           San Antonio, Texas 78207
                   (Address of principal executive offices)

                                (210) 293-1232
               (Issuer's telephone number, including area code)

                         Enviro-Clean of America, Inc.
                  (Former name, if changed since last report)

     Check whether the registrant (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
                                                                      ---    ---

     State the number of shares outstanding of each of the issuer's classes of
Common Stock as of the latest practicable date:  The total number of shares of
Common Stock, par value $0.001 per share, outstanding as of November 6, 2001 was
5,578,210.

     Transitional Small Business Disclosure Format (check one)  Yes     No  X
                                                                    ---    ---
<PAGE>

                         TITANIUM HOLDINGS GROUP, INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
                                 PART I - FINANCIAL INFORMATION
<S>                                                                                                       <C>
Item 1.   Consolidated Financial Statements
          Condensed Consolidated Balance Sheets as of September 30,2001 (Unaudited)
           and December 31, 2000 (Audited).....................................................              2
          Condensed Consolidated Statements of Income of Operations for the three and nine
           months ended September 30, 2001 and 2000 (Unaudited)................................              3
          Condensed Consolidated Statements of Cash Flows for the nine months ended September
           30, 2001 and 2000 (Unaudited).......................................................              4
          Notes to the Condensed  Consolidated Financial Statements (Unaudited)................              5

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
           Operations..........................................................................              9


                                  PART II - OTHER INFORMATION

Item 1.   Legal Proceedings....................................................................             12

Item 2.   Changes in Securities................................................................             12

Item 3.   Defaults Upon Senior Securities......................................................             12

Item 4.   Submission of Matters to a Vote of Security Holders..................................             12

Item 5.   Other Information and Subsequent Events..............................................             12

Item 6.   Exhibits and Reports on Form 8-K.....................................................             12

SIGNATURES.....................................................................................             13

INDEX TO EXHIBITS..............................................................................             14
</TABLE>


                                       1
<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1.  Financial Statements

                 TITANIUM HOLDINGS GROUP, INC. AND SUBSIDIARY
            FORMERLY: ENVIRO-CLEAN OF AMERICA, INC. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                                September 30,       December 31,
                                                                                                    2001                2000
                                                                                                -------------       ------------
                                                                                                 (unaudited)         (unaudited)
<S>                                                                                             <C>                 <C>
                                        ASSETS
Current assets:
  Cash....................................................................................      $     838,112       $  2,618,297
  Accounts receivable, net of allowance for doubtful acounts of $63,418...................            232,278            221,233
  Inventory...............................................................................            380,097            424,411
  Marketable securities-available for sale................................................          2,685,825          1,395,000
  Prepaid expenses and other current assets...............................................             40,264             36,490
  Prepaid income taxes....................................................................                  -          1,004,438
    Assets relating to discontinued operations............................................                  -          1,044,487
                                                                                                -------------       ------------
      Total current assets................................................................          4,176,576          6,744,356

Marketable securities-available for sale (restricted).....................................          1,552,500                  -
Fixed assets-less accumulated depreciation and amortization of $690,334 and $670,774......             99,371             72,661
Deferred income tax asset, net of valuation allowance of $114,000.........................                  -                  -
Equity investment.........................................................................            768,272            980,384
Notes receivable..........................................................................          1,100,000                  -
Goodwill..................................................................................          2,170,608          3,674,179
                                                                                                -------------       ------------
    TOTAL ASSETS..........................................................................      $   9,867,327       $ 11,471,580
                                                                                                =============       ============
                         LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable and accrued expenses...................................................      $     425,509       $    603,304
  Notes payable-related parties...........................................................                  -            775,000
  Current maturities of long-term debt....................................................             17,061              7,128
  Liabilities relating to discontinued operations.........................................                  -            388,019
                                                                                                -------------       ------------
      Total current liabilities...........................................................            442,570          1,773,451
                                                                                                -------------       ------------
Long-term liabilities
  Notes payable - secured.................................................................          1,445,000                  -
  Notes payable - related parties-subordinated............................................                  -          1,474,522
  Notes payable-related parties...........................................................                  -            333,334
  Long-term debt, less current maturities.................................................             38,202             19,413
                                                                                                -------------       ------------
        Total liabilities.................................................................          1,925,772          3,600,720
                                                                                                -------------       ------------
Commitments
  Redeemable preferred stock-$.001 par value; authorized 5,000,000 shares
   70,000 shares of convertible stock designated as Series E stock-
   $2.50 stated value; issued and outstanding 70,000 shares...............................            175,000            175,000
                                                                                                -------------       ------------
Stockholders' equity
  Common stock-$.001 par value; authorized 20,000,000 shares;
   issued 5,578,210 and 7,271,752; outstanding 5,572,810 and 6,771,752....................              5,580              7,273
  Less: Treasury stock-5,400 and 500,000 shares at cost...................................             (6,294)        (1,000,000)
  Additional paid-in capital..............................................................         10,119,894         11,559,043
  Accumulated other comprehensive income..................................................          2,771,540          1,392,210
  Accumulated deficit.....................................................................         (5,124,165)        (4,422,666)
  Common stock to be issued...............................................................                  -            160,000
                                                                                                -------------       ------------
  Total stockholders' equity..............................................................          7,766,555          7,695,860
                                                                                                -------------       ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..............................................      $   9,867,327       $ 11,471,580
                                                                                                =============       ============
</TABLE>
           See Notes to Condensed Consolidated Financial Statements

                                       2

<PAGE>

                 TITANIUM HOLDINGS GROUP, INC. AND SUBSIDIARY
            FORMERLY: ENVIRO-CLEAN OF AMERICA, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                           Three Months Ended                   Nine Months Ended
                                                              September 30,                        September 30,
                                                       ----------------------------        ----------------------------
                                                          2001             2000                2001             2000
                                                       ----------      ------------        -----------      -----------
<S>                                                    <C>             <C>                 <C>              <C>
 Net Sales..........................................   $1,051,020      $  1,415,379        $ 3,367,562      $ 4,066,649

 Cost of sales......................................      592,945         1,024,488          1,935,435        2,498,620
                                                       ----------      ------------        -----------      -----------

       Gross profit.................................      458,075           390,891          1,432,127        1,568,029
                                                       ----------      ------------        -----------      -----------

 Operating expenses:
        Salaries....................................      285,555           337,432            892,622          990,935
        Professional fees...........................       75,696           114,117            314,819          319,330
        Depreciation and amortization...............        6,778             7,256             19,560           27,063
        Amortization of goodwill....................       69,275           222,304            283,140          666,910
        Marketing...................................       16,469             2,903             21,590           22,600
        Rent........................................       85,191            84,963            255,761          259,939
        Interest....................................       62,170           132,392            277,255          546,842
        Other.......................................      121,252           228,802            297,514          612,578
                                                       ----------      ------------        -----------      -----------
 Total operating expenses...........................      722,386         1,130,169          2,362,261        3,446,197
                                                       ----------      ------------        -----------      -----------

 Operating loss.....................................     (264,311)         (739,278)          (930,134)      (1,878,168)

 Other income (expense).............................       39,662            48,620           (123,849)       6,891,937
                                                       ----------      ------------        -----------      -----------

 Income (loss) before income tax expense............     (224,649)         (690,658)        (1,053,983)       5,013,769

 Income tax  expense (benefit)......................            -          (829,064)            16,330          805,926
                                                       ----------      ------------        -----------      -----------

 Net income (loss) from continuing operations.......     (224,649)          138,406         (1,070,313)       4,207,843
                                                       ----------      ------------        -----------      -----------

 Income from operations of discontinued
    subsidiaries....................................            -           139,429            164,551          882,436

 Income (loss) from disposal of subsidiaries........            -        (2,342,029)           208,200       (2,389,649)
                                                       ----------      ------------        -----------      -----------

 Net income (loss) from discontinued operations.....            -        (2,202,600)           372,751       (1,507,213)
                                                       ----------      ------------        -----------      -----------

 Net income (loss)..................................     (224,649)       (2,064,194)          (697,562)       2,700,630

 Preferred stock dividends..........................       (1,313)           (1,312)            (3,938)        (121,983)
                                                       ----------      ------------        -----------      -----------
 Net income (loss) attributable to common
    stockholders....................................   $ (225,962)     $ (2,065,506)       $  (701,500)     $ 2,578,647
                                                       ==========      ============        ===========      ===========
 Income (loss) per share from continuing
    operations......................................       $(0.04)            $0.02             $(0.17)           $0.73
                                                       ==========      ============        ===========      ===========
 Income (loss) per share from discontinued
    operations......................................   $        -            $(0.34)             $0.06           $(0.28)
                                                       ==========      ============        ===========      ===========

 Income (loss) per share-basic and diluted..........       $(0.04)           $(0.32)            $(0.11)           $0.45
                                                       ==========      ============        ===========      ===========

 Weighted average number of shares outstanding......    5,577,692         6,357,682          6,336,447        5,727,902
                                                       ==========      ============        ===========      ===========
</TABLE>

                See Notes to Consolidated Financial Statements


                                       3
<PAGE>

                 TITANIUM HOLDINGS GROUP, INC. AND SUBSIDIARY
            FORMERLY: ENVIRO-CLEAN OF AMERICA, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                                 2001            2000
                                                                             -----------     ------------
<S>                                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (loss).......................................................  $  (697,562)    $ 2,700,630
                                                                             -----------     -----------
   Adjustments to reconcile net income or (loss) to net cash provided by
      (used in) operating activities:
          Depreciation and amortization....................................       38,136          94,427
          Amortization of goodwill.........................................      283,140         666,910
          Non-cash interest expense........................................       87,192         152,463
          Gain on sale of investment.......................................            -      (6,747,000)
          (Gain) loss on sale of subsidiaries..............................     (208,200)      2,389,649
          Shares returned for legal services...............................      (46,875)              -
          Loss on equity investment........................................      212,112               -
          Net change in net assets of discontinued operations..............      (94,130)
   Changes in assets and liabilities net of effects of dispositions:
          Increase in accounts receivable..................................      (11,045)       (279,891)
          (Increase) decrease in prepaid expenses and taxes................    1,000,664        (251,512)
          (Increase) decrease in inventories...............................       44,314        (254,860)
          Decrease in accounts payable and accrued expenses................     (177,788)        (50,140)
                                                                             -----------     -----------
    Total adjustments......................................................    1,127,520      (4,279,954)
                                                                             -----------     -----------
    Net cash provided by (used in) operating activities....................      429,958      (1,579,324)
                                                                             -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Increase in notes receivable..........................................            -        (188,704)
     (Purchase) disposal of property and equipment-net.....................      (46,268)         12,993
     Investment in promissory notes receivable.............................   (1,100,000)              -
     Investment in marketable securities...................................            -      (1,000,000)
     Net proceeds on sale of investment....................................            -       6,750,000
     Net proceeds on sale of subsidiaries..................................      533,334               -
                                                                             -----------     -----------
     Net cash provided by (used in) investing activities...................     (612,934)      5,574,289
                                                                             -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from issuance of common stock.............................            -       1,876,475
    Repayment of notes payable-related parties and other...................   (2,717,612)       (865,987)
    Net proceeds from issuance of secured notes............................    1,445,000               -
    Preferred stock redeemed...............................................            -      (4,580,000)
    Purchase of treasury stock.............................................     (320,659)     (1,000,000)
    Dividends paid.........................................................       (3,938)       (121,983)
                                                                             -----------     -----------
    Net cash used in financing activities..................................   (1,597,209)     (4,691,495)
                                                                             -----------     -----------
NET DECREASE IN CASH.......................................................   (1,780,185)       (696,530)
CASH - BEGINNING...........................................................    2,618,297       1,833,478
                                                                             -----------     -----------
CASH - ENDING..............................................................  $   838,112     $ 1,136,948
                                                                             ===========     ===========
SUPPLEMENTAL INFORMATION:
 Cash paid during the period for:
      Interest.............................................................  $   265,144     $   473,757
                                                                             ===========     ===========
      Income taxes.........................................................  $    23,430     $ 1,031,193
                                                                             ===========     ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Fixed asset financing obligations incurred...............................  $     4,150     $    74,043
                                                                             ===========     ===========
</TABLE>

           See Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>

                 TITANIUM HOLDINGS GROUP, INC. AND SUBSIDIARY
            FORMERLY: ENVIRO-CLEAN OF AMERICA, INC. AND SUBSIDIARY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001


1.   General

     The accompanying financial statements, footnotes and discussions should be
read in conjunction with the financial statements, related footnotes and
discussions contained in the Company's Annual Report filed with Form 10-KSB for
the year ended December 31, 2000.  The financial information contained herein is
unaudited.  In the opinion of management, all adjustments necessary for a fair
presentation of such financial information have been included.  All adjustments
are of a normal recurring nature.

     The results of operations for the three months and nine months ended
September 30, 2001 and 2000, are not necessarily indicative of the results to be
expected for the full year.

2.   Principal Business Activity and Summary of Significant Accounting Policies

     The accompanying consolidated financial statements include the accounts of
Titanium Holdings Group, Inc. and its Subsidiary (collectively the "Company").
All significant intercompany balances and transactions have been eliminated in
consolidation.

     The principal business activity of the Company is manufacturing and the
wholesale distribution of sanitary maintenance supplies and paper products.

     Property and equipment are recorded at cost.  Depreciation is provided for
by the straight-line method over the estimated useful lives of the property and
equipment.

     Inventories consisting of raw materials, work in process and finished goods
are valued at the lower of cost or market.  Cost is determined using the first-
in, first-out method.

     The preparation of financial statements in accordance with generally
accepted accounting principles requires the use of estimates by management.
Actual results could differ from these estimates.

     At each balance sheet date, the Company evaluates the period of
amortization of intangible assets. The factors used in evaluating the period of
amortization include:  (i) current operating results, (ii) projected future
operating results, and (iii) any other material factors that effect the
continuity of the business.

     Preferred stock dividends in arrears, which represent dividends declared,
but unpaid at September 30, 2001 totals $1,313. Preferred stock dividends
declared for nine months totals $3,938.  As of October 1, 2001, all dividends
declared through September 30, 2001 have been paid in full.

     Earnings (loss) per share ("EPS") is computed by dividing net income or
loss by the weighted-average number of common shares outstanding for the period.
Both basic and diluted net income (loss) per share are the same, because the
effect of the Company's outstanding warrants and options is anti-dilutive.

                                       5
<PAGE>

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" (SFAS No. 141)
and Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" (SFAS No. 142.)

     SFAS No. 141 addresses financial accounting and reporting for business
combinations. This statement requires the purchase method of accounting to be
used for all business combinations, and prohibits the pooling-of-interests
method of accounting. This statement is effective for all business combinations
initiated after June 30, 2001 and supercedes APB Opinion No. 16, "Business
Combinations" as well as FASB Statement of Financial Accounting Standards No.
38, "Accounting for Preacquisition Contingencies of Purchased Enterprises".

     SFAS No. 142 addresses how intangible assets that are acquired individually
or with a group of other assets should be accounted for in financial statements
upon their acquisition. This statement requires goodwill to be periodically
reviewed for impairment rather than amortized, beginning on January 1, 2002.
SFAS No. 142 supercedes APB Opinion No. 17, "Intangible Assets".

     The Company is assessing the impact of adopting these standards on the
consolidated financial statements.

3.   Acquisitions and Dispositions

     Effective June 29, 2001, the Company sold all of the outstanding capital
stock of Kandel & Son, Inc., its New York-based wholly-owned subsidiary engaged
in the wholesale distribution of sanitary supplies, to Richard Kandel, the
Company's Chairman of the Board and Chief Executive Officer. The stock was sold
in exchange for 300,000 shares of IVAX Diagnostics, Inc common stock, par value
$.01, 1,000,000 shares of Titanium Holdings Group, Inc. common stock, par value
$.001, and the release of any obligation by the Company under Mr. Kandel's
employment agreement, dated December 1, 2000. As part of the transaction, Mr.
Kandel resigned as the Chairman of the Board and the Chief Executive Officer of
the Company.

     The income from disposal of this subsidiary aggregating $1,154,540 has been
calculated as follows:

          Selling price                             $1,464,000

          Equity in assets sold                        309,460
                                                    ----------
          Net income from disposal of subsidiary    $1,154,540
                                                    ----------

The operations of Kandel have been segregated from the consolidated income from
continuing operations.

     Effective June 29, 2001, the Company sold all of the net assets of
Superior Chemical & Supply, Inc., its Kentucky-based wholly-owned subsidiary
engaged in the distribution of cleaning supplies. The aggregate selling price of
these assets was $533,334.

                                       6
<PAGE>

     The loss on disposal of this subsidiary aggregating $946,340 has been
calculated as follows:

          Selling price                               $  533,334
                                                      ----------

          Cash                                             4,092
          Accounts receivable                            258,586
          Inventory                                      235,113
          Property and equipment                          48,460
          Accounts payable                               (97,173)
          Loans payable                                  (26,519)
                                                      ----------
          Net assets sold                                422,559
          Excess of cost over fair value of assets
           originally acquired (goodwill)              1,057,115
                                                      ----------
          Net assets upon disposal                     1,479,674
                                                      ----------
          Net loss on disposal of subsidiary          $  946,340
                                                      ----------

The operations of Superior have been segregated from the consolidated income
from continuing operations.

4.   Investment in Affiliate

     In 1999 and 2000, the Company and certain directors of the Company invested
in b2bstores.com, Inc., formerly a California based company which designed
Internet-based electronic commerce programs. During the three months ended March
31, 2000, b2bstores.com, Inc. repaid working capital loans from the Company
totaling $1,399,836 plus interest equal to 8% per annum. Subsequently, in March
2000, the Company sold one-half of its investment, or 1,000,000 shares of
b2bstores.com, Inc. common stock, for net proceeds of $6,750,000 through a
private sale to ZERO.NET, Inc., a Delaware company.

     On March 14, 2001, b2bstores.com, Inc. completed a merger with IVAX
Diagnostics, Inc., in which IVAX Diagnostics, Inc. merged with and into
b2bstores.com, Inc. In the merger, b2bstores.com, Inc. issued 20,000,000 shares
of common stock as merger consideration, changed its name to IVAX Diagnostics,
Inc., and commenced trading on the American Stock Exchange under the symbol
"IVD."  Because of the dilutive effect on the Company's equity holdings, the
Company is no longer considered to be an affiliate of IVAX Diagnostics, Inc.

     During the quarter ended March 31, 2000, the Company and the sellers of
June Supply Corporation ("June Supply"), adjusted the original purchase price of
June Supply, thereby reducing both the notes payable to the sellers and the
corresponding goodwill by $300,000 during the first quarter of 2000. The Company
subsequently disposed of June Supply.

5.   Other Investments

     On May 31, 2000, the Company purchased a 30% equity stake in
Equip2move.com, Inc. ("Equip2move"), a New York-based start-up company which
hosts auctions on the Internet. In July of 2000 the Company provided a working
capital loan of $1,000,000 to Equip2move, which was ultimately converted into
1,000,000 shares of Equip2move's Series A Preferred Stock and a warrant to
purchase 1,000,000 shares of Equip2move common stock at an exercise price of
$1.00 (the "Warrant"). The Company's investment of $1,075,000 represented
approximately 35% of the total equity of Equip2move as of May 31, 2001. As part
of a stockholders agreement, the Company committed to provide additional
financing of $1,250,000 by February 1, 2001. The Company did not deliver the
additional proceeds by the scheduled deadline and began negotiations to relieve
the financing obligation.

                                       7
<PAGE>

     The negotiations ended as of June 29, 2001, when the Company and Equip2move
agreed to a settlement to the relieve the Company of certain obligations owed to
Equip2move including; (i) complete and total relief of the remaining obligation
to produce $1,250,000 in additional financing for Equip2move by February 1,
2001, and (ii) termination of any remaining obligation by the Company to pay not
less than $150,000 and not more than $250,000 for the creation, design and
implementation of the Equip2move website through June 30, 2001. In exchange for
the relief of the future obligations, the Company reduced its equity in
Equip2move from its position of approximately 35% to 19.9%. This reduction was
completed through the Company's return of 2,607,675 shares of Series B common
stock of Equip2move and the Warrant. The Company holds 1,217,325 shares of
Series B common stock and 1,000,000 shares of Series A Preferred Stock as of
September 30, 2001.

     On June 25, 2001, the Board authorized the investment of $1,000,000 in a
private placement offering by Excalibur I, L.L.C. ("Excalibur"), in which
Excalibur offered a minimum of $1,000,000 in promissory notes. Excalibur is in
the business of acquiring and servicing charged-off debt portfolios.  A managing
member of Excalibur is also a director of Titanium.

6.   Stockholders' Equity

     In January 2000, the Company began a new private placement of a maximum of
137,500 Units at $8.00 per unit, each consisting of two shares of Common Stock
and one common stock purchase warrant. The warrants have an exercise price of
$4.25 and are exercisable for a three-year period, which began upon issuance. On
February 29, 2000, the Company sold an aggregate of 122,500 units to
approximately 18 accredited investors for aggregate proceeds to the Company of
$980,000. The Company closed the private placement on February 29, 2000.

     In June 2000, the Company began a private offering targeted at the holders
of its 12.75% subordinated convertible notes (the "Noteholders"), in which the
Noteholders were offered the opportunity to convert their notes into shares of
Common Stock at a conversion price of $3.00 per share of Common Stock. As of
June 30, 2000, a total of $1,362,000 of debt was converted into 453,987 common
shares and $39 cash in lieu of fractional shares. In connection with the same
offering of Common Stock, an additional 281,500 shares of Common Stock were sold
for aggregate cash proceeds of $844,500.

     During January 2001, a shareholder returned 25,000 shares of the Company's
Common Stock which was originally issued in consideration for services
performed, as part of a negotiated settlement.

     During March 2001, the Company retired 829 shares of issued but unearned
Common Stock,  representing shares that could no longer be earned pursuant to
the Superior Chemical & Supply, Inc. acquisition agreement.

     From January through September 2001, the Company bought back 175,369 of its
common shares for an amount aggregating $320,659, pursuant to its Stock
Repurchase Program, which was authorized by the Company's Board of Directors on
November 22, 2000.

7.   Preferred Stock

     In March, 2000, the Company redeemed all of its outstanding shares of
Series D Preferred Stock for a total of $1,600,000 plus unpaid accrued dividends
of  $29,071.04 and initiated an offering in which the holders of the Series B
Cumulative Convertible Preferred Stock (the "Series B Stock"), were offered the
opportunity to convert or redeem their Series B Stock, plus accrued and unpaid
dividends.

                                       8
<PAGE>

     As of April 1, 2000, 20,700 shares of the Series B Stock, plus accrued and
unpaid dividends were converted into 426,195 shares of Common Stock and the
remaining 4,800 outstanding shares of Series B Stock plus accrued and unpaid
dividends which were not converted, were redeemed for an aggregate of $492,000.
The conversion price for the Series B Stock was $5.00 per share of the Common
Stock and the redemption price was $100.00 per share of the Series B Stock. In
addition, on April 1, 2000, all of the outstanding shares of the Series A
Preferred Stock, were redeemed for a total of $2,500,000, plus unpaid accrued
dividends of $25,000.

8.   Notes Payable

     In August and September 2001, the Company redeemed all of its outstanding
12.75% subordinated notes totaling $1,638,000. The notes were originated in May
1999 and were due to mature in May 2002.

     In September 2001, the Company began a new private placement of a minimum
of $500,000 and a maximum of $2,000,000 of promissory notes (the "Note
Offering"). The Company intends to close the private placement during October
2001. The notes are three-year, 9.75% notes and are secured by certain shares of
common stock of IVAX Diagnostics, Inc. (the "Diagnostics Shares") held by the
Company. Pursuant to the terms of the Note Offering, the Company is required to
escrow Diagnostics Shares with an aggregate fair market value equal to 125% of
the total aggregate face value of the outstanding notes. The amount of
outstanding notes and value of the Diagnostics shares are reviewed periodically
by the escrow agent, at which time the escrowed shares are adjusted accordingly.
As of September 30, 2001, the proceeds received through the Note Offering
aggregated $1,445,000, while 450,000  Diagnostics Shares were escrowed.

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

     The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-QSB and the other filings with the Securities and
Exchange Commission made by the Company from time to time.  The discussion of
the Company's liquidity, capital resources and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effect of any changes to the Company's operations. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.

     This item should be read in conjunction with the financial statements
contained elsewhere in the report.

     General

     In December 2000, the Board voted to discontinue its current business plan
of acquisition and consolidation of janitorial supply companies. Since that
time, the Board has been, and continues to, explore strategic alternatives
outside of the janitorial industry. These alternatives could include a variety
of business combinations, including, but not limited to, acquisitions, mergers,
strategic alliances divestitures and dispositions. The Company has formed a
Mergers and Acquisitions Committee and engaged the services of Harter Financial,
Inc. to facilitate the search for an acceptable strategic alternative.
Additionally, the Company will explore alternative business plans which may be
incorporated into its current structure. In the interim, the Company intends to
continue to operate its remaining operating subsidiary, Cleaning Ideas
Corporation ("Cleaning Ideas"), monitor its equity investments and passively
invest in business opportunities at the Board's discretion.

                                       9
<PAGE>

     Prior to the Board's decision to discontinue its consolidation strategy in
the janitorial industry, the Company's business model focused on acquiring
janitorial distribution companies which met the Board's defined criteria. Since
the implementation of the strategy in January 1999 until its discontinuance in
December 2000, the Company had acquired five operating subsidiaries in the
janitorial industry, including Kandel & Son, Inc. ("Kandel & Son"),
NISSCO/Sunline, Inc. ("NISSCO"), Cleaning Ideas, Superior Chemical & Supply,
Inc. ("Superior") and June Supply, Inc. ("June Supply") and had completed
substantial equity investments in two companies, b2bstores.com, Inc. (now known
as IVAX Diagnostics, Inc.) and equip2move.com Corporation. Subsequently, the
Company has disposed of four of its operating subsidiaries, including the
disposals of; (i) the sale of the assets of NISSCO on September 29, 2000, (ii)
the sale of the assets of June Supply on December 22, 2000, (iii) the sale of
all of the capital stock of Kandel & Son as of June 29, 2001, and (iv) the sale
of the assets of Superior Chemical & Supply, Inc., as of June 29, 2001.

     Results of Operations

     Results of operations for the nine-month period ended September 30, 2001
and 2000:

     The net sales decreased $699,087 for the nine-month period ended September
30, 2001 ("2001") as compared to the nine-month period ended September 30, 2000
("2000") from $4,066,649 to $3,367,562. The gross profit percentage increased
from 39% for 2000 to 43% for 2001. The decrease in sales is mostly attributable
to the emergence of much stronger competition in 2001 as well as lower sales
through the use of "drop-shipments".  The increase in gross profit percentage is
as a result of the decrease in "drop-shipments", which yield a much lower gross
profit.

     Operating expenses decreased from $3,446,197 for 2000 to $2,362,261 for
2001, approximately 31%. The majority of this decrease, approximately
$1,084,000, was due to the liquidation of debt, thereby reducing related
interest expense accordingly. Additionally, amortization of goodwill was
recorded on acquisitions of approximately $283,000 during 2001 and $667,000
during 2000. This reduction is due to the disposal of four subsidiaries
subsequent to June 30, 2000.

     The Company had a net loss in 2001 of $697,562, as compared to net income
of $2,700,630, in 2000. The discrepancy is mainly due to the Company's gain on
the sale of an investment holding in March 2000.

     Liquidity and Capital Resources

     For the nine-month period ended September 30, 2001, the Company's cash
flows from operations was positive $429,958, as a result of a net loss of
$697,562 and adjustments to arrive at cash provided by operating activities of
depreciation and amortization and non-cash interest of $408,468, a decrease in
inventory of $44,314, a decrease in prepaid expenses and other current assets of
$1,000,664, a loss on an equity investment of $212,112, offset by a gain on sale
of subsidiaries of $208,200, shares returned for legal services of $46,875, a
net change in net assets of discontinued operations of $94,130, an increase in
accounts receivable of $11,045 and a decrease in accounts payable and accrued
expenses of $177,788.

     The Company has no material research and development expenditures nor does
it anticipate that it will have any such expenditures in the next twelve months.

     Other than the possible disbursement for increased expenses for legal,
printing, accounting and other services associated with the search for a
strategic alternative, the Company does not expect its capital requirements to
increase in any substantive amount during the calendar year 2001. The Company's
future liquidity and capital funding requirements will depend on the extent to
which the Company is successful in determining and implementing a new direction
for the Company. The Company expects that

                                       10
<PAGE>

capital requirements for calendar year 2001 will be met with the proceeds from
the sale of an investment holding in March 2000, the proceeds from previous
private placement offerings, the income earned from an investment in a
promissory note and the continued operating revenues from the Company's
subsidiaries.

     Risk Associated with Change of Direction

     No Assurance of Success of a Strategic Alternative.

     The Board has determined that it is in the best interest of its
shareholders to discontinue the consolidation and acquisition strategy in the
sanitation and janitorial supply industry. Since the Company's formation, the
sanitation and janitorial supply industry is the only industry that management
of the Company has been involved in operating. There can be no assurance that
current management will be successful in locating a strategic alternative or
that such an alternative would benefit the Company or shareholder value. In
addition, if the Company were to begin operating in a different industry, there
could be no assurance that current management could operate in another industry
successfully or retain management that would successfully run the Company in
that industry.

     Significant Charges and Expenses in a Business Combination

     Although there is currently no specific business combination or alternative
that the Company has negotiated, business combinations and alternatives of the
type that the Company is seeking often involve significant charges and expenses
to conduct. These expenses include investment banking expenses, finders fees,
severance payments, legal and accounting fees, printing expenses, travel costs,
and other related charges. In addition, the Company could also incur additional
unanticipated expenses in connection with a business combination.

     Possible Sale of Company Assets in a Business Combination

     If the Company identifies and authorizes the negotiation of a business
combination or other strategic alternative in the future, the Company may, as
part of an executed agreement, be required to sell certain of its assets,
including, but not limited to, its operating subsidiary and certain Company
investments. This type of asset sale is a possible requirement, particularly if
a chosen strategic partner is likely to change the business direction of the
Company or combine an existing, unrelated business with the Company. If the
asset disposal does become a provision in an agreement, then, depending on
market valuations, availability of willing purchasers, and other market
conditions, it is possible that the Company could be forced to sell assets at a
price significantly lower than the price paid by the Company during acquisition,
in order to complete a transaction. Therefore, although the Company would weigh
the cost of the risk of loss and aggressively seek a favorable sale of any
assets, there is a chance that the Company could suffer overall losses on
various asset dispositions in this situation.

                                       11
<PAGE>

                           PART II-OTHER INFORMATION

ITEM 1.   Legal Proceedings

          There have been no new legal proceedings to report in the third
quarter of 2001, and there have been no material developments in the information
reported in the Company's quarterly report on Form 10-QSB for the period ending
March 31, 2001.

ITEM 2.   Changes in Securities

          None.

ITEM 3.   Defaults Upon Senior Securities

          None.

ITEM 4.   Submission of Matters to a Vote of Security Holders

          A special meeting of shareholders of the Company was held on August
31, 2001. At the special meeting, the Company's shareholders approved a motion
to amend the Company's Articles of Incorporation in order to change the name of
the Company from "Enviro-Clean of America, Inc." to "Titanium Holdings Group,
Inc." The motion to amend the Articles of Incorporation was the only item of
business addressed at the special meeting. The result of the voting at the
shareholders' special meeting held on August 31, 2001 was as follows:

Proposal
(To Amend the Articles of Incorporation to Change Company Name to "Titanium
Holdings Group, Inc.")

For                  Against         Abstain

3,547,705            -               -

ITEM 5.   Other Information and Subsequent Events

          In September 2001, the Company began a new private placement of a
minimum of $500,000 and a maximum of $2,000,000 of promissory notes. The notes
are three-year, 9.75% notes and are secured by Diagnostics Shares held by the
Company. Pursuant to the terms of the Note Offering, the Company is required to
escrow Diagnostics Shares with an aggregate fair market value equal to 125% of
the total aggregate face value of the outstanding notes. The amount of
outstanding notes and value of the Diagnostics Shares are reviewed quarterly by
the escrow agent, at which time the Company must provide additional Diagnostics
Shares for escrow, if needed, or take possession of Diagnostics Shares, if there
is a surplus in escrow. The Note Offering was closed on October 31, 2001 with
the gross proceeds received by the Company through the Note Offering of an
aggregate of $1,595,000, while an aggregate of 550,000 Diagnostics Shares were
held in escrow.

          On October 31, 2001, the Company discontinued its Stock Repurchase
Program.

ITEM 6.   Exhibits And Reports On Form 8-K

          (a)  Exhibits:

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<PAGE>

               The exhibits, as listed on the Exhibit Index on page 14, are
               hereby incorporated by reference.

          (b)  Reports on Form 8-K:

               The Company filed an 8-K on July 20, 2001, to report the sale of
               the assets of Superior Chemical and Supply, Inc., a wholly-owned
               subsidiary of the Company, and the sale of Kandel and Son, Inc.,
               a wholly-owned subsidiary of the Company, under Item 2 of the
               Form 8-K. In addition, the Company announced the Board's approval
               of a change of the Company's corporate name and changes in the
               membership of the Board.

                                  SIGNATURES

     Pursuant to requirements of the Securities Exchange Act of 1934, as
amended, the Issuer has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

November 9, 2001
                               Titanium Holdings Group, Inc.



                              By:      /s/ Randall K. Davis
                                  -----------------------------------------
                                  Randall K. Davis, Chief Executive Officer



                              By:      /s/ Jan Pasternack
                                  -----------------------------------------
                                  Jan Pasternack, Chief Financial Officer

                                       13
<PAGE>

                               INDEX TO EXHIBITS


Exhibit No.                        Description
-----------                        -----------

 2(i)          Asset Purchase Agreement, by and between ebuyxpress.com L.L.C.,
               NISSCO/Sunline, Inc. and Company, dated September 29, 2000
               (Incorporated by reference to the Company's Report on Form 8-K
               filed with the SEC on October 13, 2000).

 2(ii)         Asset Purchase Agreement, by and between York Supply, Ltd., June
               Supply Corp., and Company, dated December 22, 2000 (Incorporated
               by reference to the Company's Report on Form 8-K filed with the
               SEC on December 28, 2000).

 2(iii)        Asset Purchase Agreement, by and between Superior One Source,
               Inc., Superior Chemical & Supply, Inc., and Company, dated June
               29, 2001. (Incorporated by reference to the Company's Report on
               Form 8-K filed with the SEC on July 20, 2001).

 2(iv)         Stock Purchase Agreement between Richard Kandel, Kandel & Son,
               Inc. and Company, dated June 29, 2001. (Incorporated by reference
               to the Company's Report on Form 8-K filed with the SEC on July
               20, 2001).

 3(i)          Articles of Incorporation of the Company (Incorporated by
               reference to the Company's Form 10-SB filed with the SEC on June
               18, 1999).

 3(ii)         Bylaws of the Company (Incorporated by reference to the Company's
               Form 10-SB filed with the SEC on June 18, 1999).

 4(i)          Certificate of Designation for the Company's Series A Stock
               (Incorporated by reference to the Company's Form 10-SB filed with
               the SEC on June 18, 1999).

 4(ii)         Certificate of Designation for the Company's Series E Stock
               (Incorporated by reference to the Company's Form 10-SB filed with
               the SEC on June 18, 1999).

 4(iii)        Certificate of Designation for the Company's Series D Preferred
               Stock (Incorporated by reference to the Company's Report on Form
               8-K filed with the SEC on September 3, 1999).

 4(iv)         Certificate of Amendment to the Certificate of Designation for
               the Company's Series A Stock (Incorporated by reference to the
               Company's Report on Form 10-SB/A filed with the SEC on October
               22, 1999).

 4(v)          Certificate of Designation for the Company's Series B Stock.
               (Incorporated by reference to the Company's Report on Form 10-
               SB/A filed with the SEC on December 16, 1999).

 4(vi)         Form of 12 3/4% Subordinate Note (Incorporated by reference to
               the Company's Report on Form 10-SB/A filed with the SEC on
               October 22, 1999).

 4(vii)        Form of the Warrant Certificate - June 1999 (Incorporated by
               reference to the Company's Report on Form 10-SB/A filed with the
               SEC on October 22, 1999).

                                       14
<PAGE>

 4(viii)       Form of the Warrant Certificate - December 1999 (Incorporated by
               reference to the Company's Report on Form 10-QSB filed with the
               SEC on June 15, 2000).

 4(ix)         Form of the Warrant Certificate - February 2000 (Incorporated by
               reference to the Company's Report on Form 10-QSB filed with the
               SEC on June 15, 2000).

 4(x) +        Form of three-year 9 3/4% Secured Promissory Note.

 4(xi) +       Pledge and Security Agreement by and between Company and Secured
               Parties, dated October 31, 2001.

 10(i) +       Escrow Agreement by and between Company, Agent, and Escrow Agent,
               dated October 31, 2001.

 10(ii) +      Form of Agency Agreement by and between Company, Principal and
               Agent

_______________________________
+ Filed herewith.

                                       15