<PAGE>

                                                                   Exhibit 99(i)
                                                                   -------------

                   TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

INDEPENDENT AUDITOR'S REPORT                                             F-1

CONSOLIDATED FINANCIAL STATEMENTS:

   Balance Sheet                                                         F-2
   Statement of Operations                                               F-3
   Statement of Changes in Stockholders' Equity                         F-4-5
   Statement of Cash Flows                                               F-6
   Notes to Consolidated Financial Statements                        F-7 - F -17

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Titanium Holdings Group, Inc.
(formerly Enviro-Clean of America, Inc.)

We have audited the accompanying consolidated balance sheet of Titanium
Holdings Group, Inc. (formerly Enviro-Clean of America, Inc.) and Subsidiary as
of December 31, 2001 and the related statements of operations, changes in
stockholders' equity, and cash flows for each of the two years in the period
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Titanium Holdings Group, Inc.
& Subsidiary as of December 31, 2001, and the results of their operations and
their cash flows for each of the two years in the period then ended in
conformity with accounting principles generally accepted in the United States
of America.

/s/ GOLDSTEIN GOLUB KESSLER LLP
New York, New York

February 14, 2002

                                      F-1

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                          CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
==============================================================================================================
December 31, 2001
--------------------------------------------------------------------------------------------------------------
                                                      ASSETS
<S>                                                                                 <C>
Current assets
   Cash                                                                             $      571,423
   Accounts receivable, net of allowance for doubtful accounts of $63,418                  203,819
   Inventory                                                                               434,845
   Marketable securities-available for sale                                              2,361,180
   Prepaid expenses and other current assets                                                48,759
                                                                                   ------------------
    Total current assets                                                                 3,620,026

 Fixed assets-less accumulated depreciation and amortization of $682,443                    67,205
 Deferred income tax asset, net of valuation allowance of $ 341,000                              -
 Other investment                                                                          768,272
 Marketable securities-available for sale (collateralized)                               1,914,000
 Notes receivable - related party, including accrued interest of $103,668                1,411,001
 Goodwill                                                                                2,101,334
                                                                                   ------------------

    TOTAL ASSETS                                                                    $    9,881,838
                                                                                   ==================

                       LIABILITIES & STOCKHOLDERS' EQUITY

 Current Liabilities
    Accounts payable and accrued expenses                                           $      352,453
    Current maturities of long-term debt                                                     6,570
    Notes payable - secured                                                              1,655,000
                                                                                   ------------------
    Total current liabilities                                                            2,014,023
                                                                                   ------------------

 Long-term liabilities
Long-term debt, less current maturities                                                     19,710
                                                                                   ------------------
     Total liabilities                                                                   2,033,733
                                                                                   ------------------

 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
                                                                                   ------------------

 Stockholders' equity
    Common stock-$.001 par value; authorized 20,000,000 shares;
     issued and outstanding 5,572,810                                                        5,575
    Less: Treasury stock                                                                         -
    Additional paid-in capital                                                          10,189,891
    Accumulated other comprehensive income                                               2,808,390
    Accumulated deficit                                                                 (5,330,751)
                                                                                   ------------------
    Total stockholders' equity                                                           7,673,105
                                                                                   ------------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $    9,881,838
                                                                                   ==================
</TABLE>

                                 See Notes to Consolidated Financial Statements

                                      F-2

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                          CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
=====================================================================================================================
Year ended December 31,                                             2001                              2000
---------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                              <C>
Net Sales                                                       $  4,517,722                     $  5,061,554

Cost of sales                                                      2,587,351                        3,069,763
                                                               --------------------             ----------------

      Gross profit                                                 1,930,371                        1,991,791
                                                               --------------------             ----------------

Operating expenses:
       Salaries                                                    1,211,549                        1,612,690
       Professional fees                                             395,746                          579,030
       Depreciation and amortization                                  35,948                           29,072
       Amortization of goodwill                                      352,414                          813,748
       Marketing                                                      32,142                           23,628
       Rent                                                          340,725                          344,131
       Interest                                                      392,015                          671,413
       Other                                                         409,702                          870,314
                                                               --------------------             ----------------
Total operating expenses                                           3,170,241                        4,944,026
                                                               --------------------             ----------------

      Operating loss                                              (1,239,870)                      (2,952,235)

Other income (expense)                                               (19,386)                       6,861,517
                                                               --------------------             ----------------

Income (loss) before income tax expense                           (1,259,256)                       3,909,282

Income tax  expense                                                   16,330                                -
                                                               --------------------             ----------------

Net income (loss) from continuing operations                      (1,275,586)                       3,909,282
                                                               --------------------             ----------------

Income from operations of discontinued subsidiaries                  164,551                          653,950

Income (loss) from disposal of subsidiaries                          208,200                       (4,010,440)
                                                               --------------------             ----------------

Net income (loss) from discontinued operations                       372,751                       (3,356,490)
                                                               --------------------             ----------------

Net income (loss)                                                   (902,835)                         552,792

Preferred stock dividends                                             (5,250)                        (123,296)
                                                               --------------------             ----------------

Net income (loss) attributable to common stockholders               (908,085)                         429,496
                                                               ====================             ================

Income (loss) per share from continuing operations              $      (0.21)                    $       0.64
                                                               ====================             ================

Income (loss) per share from discontinued operations            $       0.06                     $      (0.57)
                                                               ====================             ================

Income (loss) per share-basic and diluted                       $      (0.15)                    $       0.07
                                                               ====================             ================

Weighted average number of shares outstanding                      6,143,968                        5,878,750
                                                               ====================             ================
</TABLE>

                                 See Notes to Consolidated Financial Statements

                                      F-3

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
==================================================================================================================================
                                                        Common Stock            Preferred Stock                      Additional
                                                   Number of               Number of                 Treasury        Paid-in
                                                   Shares        Amount    Shares       Amount       Stock           Capital
----------------------------------------------------------------------------------------------------------------------------------

 <S>                                                <C>          <C>        <C>         <C>          <C>             <C>
 Balance at January 1, 2000:                        4,451,000    $4,451     845,590     $6,659,000   $         -     $  3,772,236

 Comprehensive income (loss):
    Net Income
    Unrealized holding gains on
       available-for-sale securities
 Total comprehensive income (loss)

 Issuance of common stock for cash at
    $4.00 per  share                                  245,000       245           -              -                        979,755

 Issuance of common stock in connection with
    conversion of Series B preferred stock            426,195       426     (20,790)    (2,079,000)                     2,130,549

 Issuance of common stock in connection with
    the conversion of subordinated notes payable      453,987       454                                                 1,171,200

 Issuance of common stock for cash at $3.00
    per share                                         281,500       282           -              -                        844,218

 Issuance of common stock for cash at $1.25
    per share                                         416,600       417                                                   520,333

 Common stock issued in connection with
    acquisition of Nissco/Sunline, Inc.               750,000       750           -              -                      1,874,250

 Common stock issued in connection with
    acquisition of June Supply-San Antonio, Inc       227,870       228           -              -                           (228)

 Common stock issued in connection with
    acquisition of Superior Chemical & Supply,
       Inc                                             10,000        10                                                    39,990

 Common stock issued to employees in
    consideration of services                           9,600        10                                                    47,990

 Common stock options issued in consideration
    of professional fees                                    -         -                                                   178,750

 Treasury stock purchased at $2.00 per share                -         -           -              -    (1,000,000)               -

 Redemption of Series A preferred stock                                    (500,000)    (2,500,000)

 Redemption of Series B preferred stock                                      (4,800)      (480,000)

 Redemption of Series D preferred stock                                    (320,000)    (1,600,000)

 Preferred stock dividends                                  -         -           -              -                              -
                                                   -------------------------------------------------------------------------------

 Balance at December 31, 2000                       7,271,752    $7,273           -              -   $(1,000,000)    $ 11,559,043
                                                   ===============================================================================

<CAPTION>
============================================================================================================================
                                                         Accumulated
                                                         Other Compre.      Accumulated    Common Stock     Stockholders '
                                                         Income             Deficit        To Be Issued     Equity
----------------------------------------------------------------------------------------------------------------------------

 <S>                                                     <C>                <C>            <C>              <C>
 Balance at January 1, 2000:                             $                  $(4,852,162)   $  2,075,000     $  7,658,525

 Comprehensive income (loss):
    Net Income                                                                  552,792                          552,792
    Unrealized holding gains on
       available-for-sale securities                      1,392,210                                            1,392,210
                                                                                                               ---------
 Total comprehensive income (loss)                                                                             1,945,002
                                                                                                               ---------

 Issuance of common stock for cash at
    $4.00 per  share                                                                  -               -          980,000

 Issuance of common stock in connection with
    conversion of Series B preferred stock                                                                        51,975

 Issuance of common stock in connection with
    the conversion of subordinated notes payable                                                               1,171,654

 Issuance of common stock for cash at $3.00
    per share                                                                         -               -          844,500

 Issuance of common stock for cash at $1.25
    per share                                                                         -                          520,750

 Common stock issued in connection with
    acquisition of Nissco/Sunline, Inc.                                               -      (1,875,000)               -

 Common stock issued in connection with
    acquisition of June Supply-San Antonio, Inc                                       -               -                -

 Common stock issued in connection with
    acquisition of Superior Chemical & Supply,
       Inc                                                                                      (40,000)               -

 Common stock issued to employees in consideration
    of services                                                                                                   48,000

 Common stock options issued in consideration
    of professional fees                                                                                         178,750

 Treasury stock purchased at $2.00 per share                                          -               -       (1,000,000)

 Redemption of Series A preferred stock                                                                       (2,500,000)

 Redemption of Series B preferred stock                                                                         (480,000)

 Redemption of Series D preferred stock                                                                       (1,600,000)

 Preferred stock dividends                                                     (123,296)                        (123,296)
                                                    ---------------------------------------------------------------------
 Balance at December 31, 2000                            $1,392,210         $(4,422,666)   $    160,000     $  7,695,860
                                                    =====================================================================
</TABLE>

                                 See Notes to Consolidated Financial Statements

                                      F-4

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 (CONTINUED)

<TABLE>
<CAPTION>
====================================================================================================================

                                                   Common Stock              Preferred Stock
                                                   Number of                 Number of               Treasury
                                                   Shares         Amount     Shares      Amount      Stock
--------------------------------------------------------------------------------------------------------------------

 <S>                                               <C>            <C>             <C>    <C>         <C>
 Balance at January 1, 2001:                        7,271,752     $7,273                             $ (1,000,000)

 Comprehensive income (loss)
       Net loss
       Unrealized holding gains on
         available-for-sale-securities

 Total comprehensive income (loss)

 Treasury stock purchased on the open market                                                             (320,659)

 Treasury stock acquired in connection with
       the return of shares for legal services                                                            (46,875)

 Treasury stock acquired in connection with
       the acquisition of Superior Chemical &
         Supply, Inc                                                                                       (3,316)

 Treasury stock retired                            (1,698,942)    (1,698)                               1,370,850

 Forfeiture of shares to be issued in connection
         with the sale of Superior

 Preferred stock dividends

--------------------------------------------------------------------------------------------------------------------
 Balance at December 31, 2001                       5,572,810     $5,575          -      $    -      $          -
====================================================================================================================

<CAPTION>
===================================================================================================================================

                                                       Additional       Accumulated
                                                       Paid-in          Other Compre.   Accumulated    Common Stock  Stockholders'
                                                       Capital          Income          Deficit        To Be Issued  Equity
-----------------------------------------------------------------------------------------------------------------------------------

 <S>                                                   <C>              <C>            <C>             <C>           <C>
 Balance at January 1, 2001:                           $  11,559,043    $  1,392,210   $ (4,422,666)   $   160,000   $7,695,860

 Comprehensive income (loss)
       Net loss                                                                            (902,835)                   (902,835)
       Unrealized holding gains on
         available-for-sale-securities                                     1,416,180                                  1,416,180
                                                                                                                  -------------
 Total comprehensive income (loss)                                                                                      513,345
                                                                                                                  -------------

 Treasury stock purchased on the open market                                                                           (320,659)

 Treasury stock acquired in connection with
       the return of shares for legal services                                                                          (46,875)

 Treasury stock acquired in connection with
       the acquisition of Superior Chemical &
         Supply, Inc                                                                                                     (3,316)

 Treasury stock retired                                   (1,369,152)                                                         -

 Forfeiture of shares to be issued in connection
         with the sale of Superior                                                                        (160,000)    (160,000)

 Preferred stock dividends                                                                   (5,250)                     (5,250)

-----------------------------------------------------------------------------------------------------------------------------------
 Balance at December 31, 2001                          $  10,189,891    $  2,808,390   $ (5,330,751)   $         -   $ 7,673,105
===================================================================================================================================
</TABLE>

                                 See Notes to Consolidated Financial Statements

                                      F-5

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                     CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
=====================================================================================================================

Year ended December 31,                                                       2001                        2000
---------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                      <C>
Cash flows from operating activities:
Net Income (loss)                                                        $   (902,835)            $   552,792
                                                                         ------------------       -----------

Adjustments to reconcile net income or (loss) to net cash
provided by (used in)operating activities:

Depreciation and amortization                                                  35,948                 114,827
Amortization of goodwill                                                      352,414                 813,748
Non-cash interest expense                                                     163,478                 185,160
Accrued interest income-net                                                  (103,668)                      -
Stock options issued for services                                                   -                 178,750
Shares issued as employee compensation                                              -                  48,000
Increase in allowance for doubtful accounts                                         -                  60,909
Gain on sale of investment                                                          -              (6,747,000)
(Gain) loss on sale of subsidiaries                                          (208,200)              4,010,440
Shares returned for legal services                                            (46,875)                      -
Loss on equity investment                                                     212,112                  94,826
Net change in net assets of discontinued operations                           (94,130)                      -
Changes in assets and liabilities net of effects of dispositions:
(Increase) decrease in accounts receivable                                     17,414                (119,883)
(Increase) decrease in prepaid expenses and taxes                             992,169              (1,004,823)
(Increase) decrease in inventories                                            (10,434)                 31,163
Increase (decrease) in accounts payable and accrued expenses                 (250,850)                312,829
                                                                         ------------------       -----------
Total adjustments                                                           1,059,378              (2,021,054)
                                                                         ------------------       -----------

Net cash provided by (used in) operating activities                           156,543              (1,468,262)
                                                                         ------------------       -----------
Cash flows from investing activities:

Decrease in notes receivable                                                        -                 835,992
Purchase of property and equipment-net                                         (6,213)                (47,630)
Cash advanced for notes receivable-net                                     (1,307,333)                      -
Equity investment                                                                   -              (1,075,000)
Net proceeds on sale of investment                                                  -               6,750,000
Net proceeds on sale of subsidiaries                                          533,334               1,500,000
Acquisition of subsidiaries                                                         -                (362,200)
                                                                         ------------------       -----------
Net cash provided by (used in) investing activities                          (780,212)              7,601,162
                                                                         ------------------       -----------
Cash flows from financing activities:
 Net proceeds from issuance of common stock                                         -               2,397,225
 Repayment of notes payable-related parties and other                      (2,753,730)             (1,951,696)
 Net proceeds from issuance of secured notes                                1,655,000                       -
 Preferred stock redeemed                                                           -              (4,580,000)
 Purchase of treasury stock                                                  (320,659)             (1,000,000)
 Dividends paid                                                                (5,250)               (212,176)
                                                                         ------------------       -----------
Net cash used in financing activities                                      (1,424,639)             (5,346,647)
                                                                         ------------------       -----------

Net increase (decrease) in cash                                            (2,048,308)                786,253

Cash - beginning                                                            2,619,731               1,833,478
                                                                         ------------------       -----------

Cash - ending                                                            $    571,423             $ 2,619,731
                                                                         ==================       ===========

 Supplemental information:
Cash paid during the period for:
     Interest                                                            $    303,618             $   769,757
                                                                         ==================       ===========
     Income taxes                                                        $     23,430             $ 1,031,193
                                                                         ==================       ===========

Supplemental schedule of non-cash investing and financing activities:
 Conversion of subordinated debt-related parties                         $          -             $ 1,362,000
                                                                                                  -----------
 Fixed asset financing obligations incurred                              $     30,430             $    74,043
                                                                         ==================       ===========
 Treasury stock acquired                                                 $     50,191             $         -
                                                                         ==================       ===========
 Sale of subsidiary in exchange for investment                           $    950,000             $         -
                                                                         ==================       ===========
</TABLE>

                                 See Notes to Consolidated Financial Statements

                                      F-6

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

1.   PRINCIPAL                 The accompanying consolidated financial
     BUSINESS                  statements include the accounts of Titanium
     ACTIVITY AND              Holdings Group, Inc. and it's Subsidiary
     SUMMARY OF                (collectively the "Company").  All significant
     SIGNIFICANT               intercompany balances and transactions have been
     ACCOUNTING                eliminated in consolidation.
     POLICIES:
                               The principal business activity of the Company is
                               manufacturing and the wholesale distribution of
                               sanitary maintenance supplies and paper products.

                               The Company recognizes revenue when products are
                               shipped.

                               The Company maintains cash in bank deposit
                               accounts which, at times, may exceed federally
                               insured limits. The Company has not experienced
                               any losses in such accounts. The Company believes
                               it is not exposed to any significant credit risk
                               on cash.

                               Merchandise inventories are valued at the lower
                               of cost or market. Cost is determined using the
                               first-in, first-out and average cost methods.
                               .
                                     Inventory is comprised of the following:

                                        Raw materials        $    83,483
                                        Work in process           33,732
                                        Finished goods           317,630
                                                                 -------
                                                             $   434,845
                                                                 =======

                               Property and equipment are recorded at cost.
                               Depreciation and amortization of property and
                               equipment is provided for by the straight-line
                               method over the estimated useful lives of the
                               respective assets. Leasehold improvements are
                               amortized over the shorter of the economic life
                               of the improvement or the lease term.

                               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
                               December 31, 2001, totals $1,313. Preferred stock
                               dividends declared for the year ended December
                               31, 2001 totals $5,250. As of January 1, 2002,
                               all dividends declared through December 31, 2001,
                               have been paid in full.

                               The estimated fair values of the notes payable
                               approximate their carrying amounts based on terms
                               of the instruments and rates currently available
                               to the Company for similar loans.

                               Basic net income per common share is based on the
                               weighted-average number of shares outstanding
                               during the period while diluted net income per
                               common share

                                      F-7

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                               considers the diluted effect of stock options and
                               warrants reflected under the treasury stock
                               method. Both basic net income per share and
                               diluted net income per share are the same since
                               the Company's outstanding warrants and common
                               stock to be issued have not been included in the
                               calculation because their effect would have been
                               antidilutive.

                               Goodwill aggregating $2,101,334 at December 31,
                               2001, arising from business acquisitions
                               accounted for under the purchase method is being
                               amortized over 10 years using the straight-line
                               method. Accumulated amortization amounted to
                               $669,656 at December 31, 2001.

                               The Company complies with Statement of Financial
                               Accounting Standards No. 123, Accounting for
                               Stock-Based Compensation ("SFAS No. 123") which
                               requires Companies to include the fair value of
                               stock options and other stock-based compensation
                               issued to employees and non-employees as
                               compensation expense in the income statement or
                               to disclose the pro-forma effect on net income
                               and earnings per share of employee compensation
                               expense in the footnotes to the company's
                               financial statements. The Company has elected to
                               account for its stock options issued under its
                               stock option plans pursuant to Accounting
                               Principles Board Opinion No. 25, Accounting for
                               Stock Issued to Employees. This decision results
                               in recognition of no compensation expense for
                               stock options issued under a Company stock option
                               plan which are granted to employees with an
                               exercise price at or greater than the market
                               price on the grant date. However, in accordance
                               with the disclosure provisions of SFAS No. 123,
                               the Company has provided proforma basis
                               information to reflect results of operations and
                               income (loss) per share had compensation expense
                               been recognized based on the fair value of these
                               grants.

                               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.

                                      F-8

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                               Management does not believe that any recently
                               issued, but not yet effective, accounting
                               standards, if currently adopted, would have a
                               material effect on the accompanying financial
                               statements.

2.   ACQUISITIONS              On August 15, 2000, the Company entered into an
     AND                       agreement to sell all of the net assets of Nissco
     DISPOSITIONS              /Sunline, Inc. ("Nissco"), it's Florida-based
                               subsidiary engaged in group marketing of sanitary
                               /janitorial supplies . The aggregate selling
                               price of these assets was $100,000. Nissco has
                               been dissolved as of December 28, 2000.

                               The loss on disposal of this subsidiary
                               aggregating $1,956,328 has been calculated as
                               follows:

                               Selling price                          $  100,000
                                                                       ---------

                               Property and equipment                     33,447
                                 Excess of cost over fair value of
                               assets originally acquired (goodwill)   2,022,881
                                                                       ---------
                               Net assets upon disposal                2,056,328
                                                                       ---------
                                  Net loss on disposal of subsidiary  $1,956,328
                                                                       =========

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

                               In March 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.

                               On November 30, 2000, the Company entered into an
                               agreement to sell all of the assets of June
                               Supply Corp. ("June"), it's Texas-based
                               janitorial and maintenance supply wholesale
                               distributor. The aggregate selling price of these
                               assets was $1,400,000. June has been dissolved as
                               of December 28, 2000.

                               The loss on disposal of this subsidiary
                               aggregating $2,054,112 has been calculated as
                               follows:

       Selling price                                                 $1,400,000
                                                                      ---------

       Cash                                                              66,159
       Accounts receivable                                              808,342
       Inventory                                                      1,024,285
       Property and equipment                                           125,648
       Accounts payable                                                (403,220)
       Loans payable                                                    (18,770)
                                                                      ---------
         Net assets sold                                              1,602,444
       Excess of cost over fair value of assets
       originally acquired (goodwill)                                 1,851,668
                                                                      ---------
         Net assets upon disposal                                     3,454,112
                                                                      ---------
         Net loss on disposal of subsidiary                          $2,054,112
                                                                      =========

                                      F-9

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

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

                               Effective June 29, 2001, the Company sold all of
                               the outstanding capital stock of Kandel & Son,
                               Inc., it's 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, valued at $1,464,000,
                               1,000,000 shares of Enviro-Clean of America, 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 gain on disposal of this subsidiary
                               aggregating $1,154,540 has been calculated as
                               follows:

                             Selling price                            $1,464,000

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

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

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

                                    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 (loss) from
                               continuing operations.

                                      F-10

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                               Sales of the disposed Subsidiaries through the
                               date of disposal were $10,011,488 and $2,072,838
                               in 2000 and 2001, respectively.

3.   INVESTMENTS               The Company classifies its existing marketable
                               equity securities as available-for-sale in
                               accordance with the provisions of Statement of
                               Financial Accounting Standards ("SFAS No. 115"),
                               "Accounting for Certain Investments in Debt and
                               Equity Securities." These securities are carried
                               at fair market value, with unrealized holding
                               gains and losses reported in stockholders' equity
                               as a component of other comprehensive income
                               (loss). Gains or losses on securities sold are
                               based on the specific identification method.

                               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 b
                               2bstores.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.

                               On July 28, 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. The
                               negotiations ended as of June 29, 2001, when the
                               Company and Equip2move agreed to a settlement and
                               relieve the Company of certain obligations owed
                               to Equip2move including; (i) complete and total
                               relief of the remaining obligation to provide
                               $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 December

                                      F-11

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                               31, 2001. The Company has recorded a net loss of
                               approximately $212,000 representing the Company's
                               allocated 35% investment in Equip2move for the
                               six-month period ended June 29, 2001. At December
                               31, 2001, the Company accounts for its investment
                               in Equip2move on the cost basis.

                               On June 25, 2001, with authorization by the Board
                               of Directors, the Company advanced $1,350,000 to
                               Excalibur I, L.L.C. ("Excalibur") in exchange for
                               a note receivable. Excalibur is in the business
                               of acquiring and servicing charged-off debt
                               portfolios. A managing member of Excalibur is
                               also a director of the Company.

4.   FIXED ASSETS:             Fixed assets are comprised of the following:

                                                                  Estimated
                                                                  Useful Life
                                                                  -----------

Furniture, fixtures and equipment              $ 492,901           5 years
Leasehold improvements                           126,836           5 years
Transportation and delivery equipment            82,259            5 years
Computer hardware                                47,652            3 years
                                                 ------
                                                 749,648
Less: accumulated depreciation and amortization  682,443
                                                 -------
                                               $ 67,205
                                                 ======

5.   ACCOUNTS                  The following are included in accounts payable
     PAYABLE AND               and accrued expenses at December 31, 2001:
     ACCRUED
     EXPENSES:

                            Accounts payable                           $ 304,828
                            Dividends on Preferred Stock                   1,313
                            Other accrued expenses                        46,313
                                                                          ------
                                                                       $ 352,454
                                                                         =======

6.   COMMITMENTS               The Company leases office, warehouse, store
     AND                       space, other facilities and equipment under
     CONTINGENCIES:            noncancelable operating leases expiring through
                               October 2005.

                               Future minimum lease payments under these leases
                               at December 31, 2001 are as follows:

                               Year ending December 31,

                                2002                $282,400
                                2003                 272,400
                                2004                 171,800
                                2005                  19,300
                                 ---------------------------
                                                    $745,900
                                                     =======

                               Certain leases contain escalation clauses
                               relating to operating expenses and real estate
                               taxes.

                               On March 13, 2000, upon a request from Zero.NET,
                               Inc., a Delaware corporation ("ZERO") to
                               negotiate a transaction, the Company negotiated
                               and

                                      F-12

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                               entered into a stock Purchase Agreement (the
                               "Agreement"), between the Company and ZERO, in
                               which the Company sold 1,000,000 shares of
                               b2bstores.com, Inc.  ("b2b") restricted common
                               stock to ZERO at $7.00 per share. The gross
                               proceeds on the sale of the b2b stock were
                               $7,000,000 less a brokerage commission, paid to
                               Zero's brokerage firm, of $250,000. On January
                               29, 2001, the Company received a letter from
                               outside counsel of ZERO (the "Letter"), which
                               stated that ZERO desired to rescind the
                               Agreement, claiming there was a material failure
                               of consideration for the purchase of the b2b
                               stock by ZERO. In response to the letter, the
                               Company has denied any right of rescission by
                               ZERO and, on February 6, 2001, filed a petition
                               for declaratory judgment in State District Court
                               of Bexar County, Texas (the "Court"). The Company
                               has petitioned the Court for a declaration that
                               the Agreement remains in effect and is binding on
                               the parties and that the purported rescission of
                               the Agreement by ZERO is ineffective and invalid.
                               There has been no further contact between the
                               Company and ZERO since the Company's original
                               receipt of the Letter. ZERO removed the state
                               court case to the United States District Court
                               for the Western District of Texas, San Antonio
                               Division, Civil Action No. SA 01 CV 364 EP in May
                               2001 pursuant to diversity of citizenship. A
                               scheduling order was subsequently entered. Some
                               written discovery has been conducted and the
                               parties have exchanged witness and exhibit lists.
                               The case is set for trial June 3, 2002. The
                               Company intends to vigorously pursue a legal
                               validation of their rights under the Agreement.

7.   INCOME TAXES:             The provision for income taxes differs from the
                               amount computed using the federal statutory rate
                               of 34% as a result of the following:

<TABLE>
<CAPTION>
Year ended December 31,                         2001                          2000
----------------------------------------------------------------------------------
<S>                                            <C>                        <C>
Tax at federal statutory rate                  $(307,000)                 $146,000
State taxes                                       16,330

Utilization of net operating
loss carryforward                                                         (146,000)
Increase in valuation allowance                 (307,000)
                                               $ 16,330                   $  -0-
                                                 ======                      ===
</TABLE>

                               The components of deferred income taxes resulting
                               from the differences in the bases of assets and
                               liabilities for income tax and financial
                               reporting purposes, and other items are as
                               follows:

                                                                   Current
                                                                   --------
Allowance for doubtful accounts                                   $  22,000
Net operating loss carryforwards                                    319,000
Valuation allowance                                                (341,000)
                                                                   ---------
                                                                  $    -0-
                                                                       ===

                               As of December 31, 2001, the Company had net
                               operating loss carryforwards available to offset
                               future taxable income of approximately $938,000
                               which will expire through 2019. Between December
                               1997 and December 1999, the Company completed
                               offerings of securities. Under Section 382 of the
                               Internal Revenue Code (the "Code"), these
                               activities effect an ownership change and thus

                                      F-13

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                               may severely limit, on an annual basis, the
                               Company's ability to utilize its net operating
                               loss carryforwards.

8.   NOTES PAYABLE             On June 1, 1999, the Company received  $3,000,000
     -RELATED                  in exchange for 300 units.  Each unit was
     PARTIES AND               comprised of a $10,000 face value note.  The
     OTHER:                    notes were due April 1, 2002 and paid interest in
                               arrears quarterly on the face amount at a rate of
                               12.75% per annum.  Issued along with each unit
                               were warrants to purchase 2,400 shares of common
                               stock (720,000 shares in aggregate) of the
                               Company. The warrants are exercisable at any time
                               after November 27, 1999, through June 1, 2003 at
                               an exercise price of $4.25 per share. The Company
                               has discounted the carrying value of the notes by
                               the fair value of the warrants on the date of
                               issue. The discount was being amortized as
                               additional interest over the term of the notes.
                               As of June 30, 2000, a total of $1,362,000 of
                               debt principal was converted into 453,987 common
                               shares of the Company and $39 cash in lieu of
                               fractional shares. In August and September 2001,
                               the Company redeemed all of the remaining
                               outstanding notes totaling $1,638,000.

                               In August of 1999, a secured promissory note of
                               $900,000 was issued pursuant to the acquisition
                               of Cleaning Ideas. The note was payable over two
                               years in eight equal quarterly installments of
                               $112,500 plus interest at 8-3/4% per annum,
                               secured by the assets of Cleaning Ideas. The note
                               was repaid in full in July 2001.

                               In August of 1999, a promissory note of
                               $1,200,000 was issued pursuant to the acquisition
                               of Superior. The note was payable over 3 years in
                               12 equal quarterly installments of $100,000 plus
                               interest at 8% per annum, secured by the accounts
                               receivable and inventory of Superior. Effective
                               June 30, 2001, in connection with the sale of the
                               assets of Superior, the note was repaid in full.

                               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 due on demand upon written notice by
                               noteholders.  The notes bear interest at 9.75%
                               per annum and are secured by certain shares of
                               common stock of IVAX Diagnostics, Inc. held by
                               the Company. As of December 31, 2001, the net
                               proceeds received through the placement was
                               $1,655,000.

                          Notes payable-other                          $  26,280
                          Less current maturities                          6,570
                                                                           -----
                                                                       $  19,710
                                                                       =========

                               During the year ended December 31, 2001 and 2000,
                               interest expense amounted to $392,015 and
                               $671,413 respectively.

9.   STOCKHOLDERS'             In January 2000, the Company began a new private
      EQUITY:                  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

                                      F-14

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                               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 May 2000, the Company issued 9,600 shares of
                               common stock to its employees at a price of $5.00
                               in consideration for work performed.

                               In June 2000, a total of $1,362,000 of related
                               party subordinated 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.

                               In October 2000, the Company began a new private
                               placement of a minimum of 320,000 and a maximum
                               of 2,000,000 shares of common stock at $1.25 per
                               share. The Company closed the private placement
                               during February 2001. The stock is restricted
                               securities as defined under Rule 144 promulgated
                               by the Security and Exchange Commission under the
                               Securities Act (Rule 144). Accordingly,
                               purchasers of the common stock may only resell or
                               otherwise transfer the common stock, or any
                               dividend thereon, pursuant to an effective
                               registration statement, or an exemption from
                               registration, including a sale in compliance with
                               Rule 144 which, among other restrictions, imposes
                               a holding period of at least one year before
                               public resales of securities may be made. On
                               November 27, 2000, the Company sold an aggregate
                               of 416,600 shares to approximately 14 accredited
                               investors for aggregate proceeds to the Company
                               of $520,750. The Company will use the proceeds
                               from this offering for working capital purposes.

                               Effective August 15, 2000, Thomas Haines, head of
                               Nissco/Sunline, Inc., then a wholly owned
                               Subsidiary, retired. At that time the Company
                               redeemed 500,000 shares of his stock in the
                               Company for a total of $1,000,000.

                               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.

                               During the year ended December 31, 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.

10.  PREFERRED                 Effective on September 30, 1999, the sole holder
     STOCK:                    of the Series A Stock, consented to the amendment
                               of the Certificate of Designation for the Series
                               A Stock which removed the ability of the holder
                               of the Series A Stock to put the Series A Stock
                               to the Company at any date after January 15, 2001
                               and to increase the conversion price of the
                               Series A Stock from $2.50 to $5.00.  On April 1,
                               2000, with Board approval, 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.

                                      F-15

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

                               On March 16, 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.

                               During March 2000, the Company began a program to
                               convert all of its Series B Preferred Stock.
                               Under the program, the stockholders could either
                               convert their shares plus accrued dividends into
                               common shares or redeem them for cash. On April
                               1, 2000, 4800 shares, totaling $480,000 plus
                               accrued and unpaid dividends totaling $12,000,
                               was redeemed for cash and the balance of
                               $2,079,000 was converted into 426,195 common
                               shares. 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.

11.  STOCK OPTIONS            In January 2000, the Board of Directors adopted
      AND SFAS NO. 123         the 2000 Stock Incentive Plan (the "Plan") to
      PRO FORMA                provide for grants of options to purchase shares
                               of Common Stock to employees, non-employee
                               directors and independent contractors of the
                               Company who are eligible to participate in the
                               Plan. Options granted under the Plan are fully
                               vested at issuance. Generally, options granted
                               have a term of three years. The Company has
                               reserved 1,500,000 shares of Common Stock for
                               issuance pursuant to options granted under the
                               Plan. The following table summarizes stock option
                               activity at and for the period ended December 31,
                               2001:

                                                                       Weighted
                                                                       Average
                                                                       Exercise
                                                         Shares        Price
                                                         ------        -----
Options outstanding at beginning of period                  - -        $  - -
Granted                                                    115,000        1.18
Exercised                                                    - -          - -
Forfeited                                                    - -          - -
                                                      --------------   -------
Options outstanding at December 31, 2001                   115,000     $  1.18
                                                      ==============   =======

Range of exercise prices                                     $0.95 - $1.25

Weighted average fair value of
options granted during the period                              $0.84

Weighted average remaining contractual
life of outstanding options                                   2.36 years

Options exercisable at December 31, 2001                   115,000     $1.18

                               Pro forma net loss and net loss per share
                               presented below reflect the results of the
                               Company as if the fair value based accounting
                               method described in SFAS No. 123 had been used to
                               account for stock -based compensation costs, net
                               of taxes:

<TABLE>
<CAPTION>
                            As Reported                     Pro Forma
                            -----------                     ---------
                     <S>         <C>                  <C>          <C>
                     Period      Period               Period       Period
                      Ended       Ended                Ended        Ended
</TABLE>

                                      F-16

<PAGE>

                  TITANIUM HOLDINGS GROUP, INC. & SUBSIDIARY

<TABLE>
<CAPTION>
                     December 31,  December 31,        December 31,  December 31,
                     2001           2000               2001           2000
                     -----------------------------------------------------
<S>                  <C>           <C>                 <C>           <C>
Pro forma net loss   $ (902,835)   $  - -              $(999,435)    $  - -
Pro forma basic
loss per  share      $ (0.15)      $  - -              $(0.16)       $  - -
</TABLE>

                                      F-17