SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   FORM 10-KSB

                 Annual Report Under Section 13 or 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

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

                              For Fiscal Year Ended
                                December 31, 2001

                            Commission File #0-30440

                              THE AUXER GROUP, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   22-3537927
                      (IRS Employer Identification Number)

                12 Andrews Drive, West Paterson, New Jersey 07424
               (Address of principal executive offices )(Zip Code)

                                 (973) 890-4925
                (Registrant's telephone no., including area code)

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001
par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )

Revenues for year ended December 31, 2001: $2,714,018

Aggregate market value of the voting common stock (on a fully diluted basis)
held by non-affiliates of the registrant as of December 31, 2001, was: $36,106
(based on a stock price of $.01).

Number of shares of the registrant's common stock outstanding as of December 31,
2001 is: 138,117,077.

Number of shares of the registrant's preferred stock outstanding as of December
31, 2001 is: 2,750,000.

Transfer Agent as of December 31, 2001:

                          Interstate Transfer Agent
                          874 E. 5900 South, Suite 101
                          Salt Lake City, Utah 84107



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PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                                    Business

The Auxer Group, Inc. was incorporated in Idaho on June 24, 1920 under the name
"The Auxer Gold Mines, Inc." The Auxer Group's original business was mining.
Auxer's life was changed from a life of 50 years to a term of existence of
perpetuity on August 27, 1960. In 1972 the mining assets were transferred to
Idora Silver Mines, Inc. and Auxer maintained a dormant status for a majority of
the 1970's and 1980's.

Effective May 2, 1994, we began trading on the OTC Bulletin Board under the
symbol AUXI. On April 18,1995, Auxer acquired all of the issued and outstanding
shares of CT Industries, which became our wholly owned subsidiary and issued
4,000,000 shares of our common stock to shareholders of CT Industries. CT's
assets included the distribution rights to an oil treatment formulation, called
Formula 2000. At such time, Auxer moved its offices to Ridgewood, New Jersey.
Auxer continued to develop the engine treatment and test market the product it
acquired from CT Industries through infomercials and by sponsoring regional
races.

In 1996, Auxer established Wayne, New Jersey as its principal place of business
and acquired the issued and outstanding shares of two companies. On February 8,
1996, it acquired Universal Filtration Industries, Inc. a company that
manufactured and delivered products for dry cleaners. Auxer issued 1,500,000 of
its shares of common stock to Universal Filtration shareholders for all the
outstanding shares of Universal Filtration. 500,000 of the 1,500,000 shares were
issued and delivery was contingent upon meeting various performance objectives.
On March 24, 1999, our board of directors approved closing down Universal
Filtrations operating account. Currently, Universal Filtration is dormant with
no operating activity. Universal Filtration is no longer an active subsidiary.
No products are currently being developed or marketed.

On October 25, 1996, Auxer acquired Harvey Westbury Corporation, Inc. a light
manufacturer and wholesaler of aftermarket automotive products. Auxer issued
170,000 shares of its common stock to Harvey Westbury shareholders for all
outstanding shares of Harvey Westbury Corp. Consideration value was based upon
the market value of Auxer's securities at the time of the acquisition.

In August 1997, shareholders of Auxer voted to exchange their shares on a one
for one basis for shares in The Auxer Group, Inc., the new Delaware corporation.
The Auxer Group, was incorporated in the State of Delaware on August 11, 1997
and was authorized to issue 25,000,000 shares at $.001 par value. Of those
shares, 20,000,000 shares were common stock, while the remaining 5,000,000
shares were preferred stock. On September 22, 1997, the Auxer Group filed an
amendment to its articles of incorporation whereby it increased its authorized
shares to 75,000,000. Of those shares, 50,000,000 shares are preferred stock. In
August 1997, Auxer merged into the Auxer Group. Effective on or about August 7,
1997, the Auxer Group began trading on the OTC Electronic Bulletin Board under
the symbol AXGI. In June 1998, the Auxer Group divested itself of its software
business for the amount of the investment, $353,000, which was received in the
form of a promissory note. As of September 30, 1999, the Auxer Group determined
the collectability of the promissory note was doubtful and wrote it off.

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<PAGE>

On March 19, 1999, the Auxer Group amended its articles of incorporation to
increase the number of shares the Auxer Group had authority to issue to
175,000,000 shares. Of such shares, 150,000,000 shares are common stock, while
the remaining 25,000,000 shares are preferred stock.

On April 22, 1999, the Auxer Group purchased automotive parts inventory from
Ernest DeSaye, Jr., employed Mr. DeSaye and placed these assets in Hardyston
Distributors, Inc., one of the Auxer Group's wholly owned subsidiaries.
Hardyston was incorporated in New Jersey on April 22, 1999. The Auxer Group
issued 836,700 shares of its common stock plus $15,000 cash for the purchase of
the automotive parts inventory to Ernest DeSaye, Jr.

Effective September 4, 1999, the Auxer Group began trading on the National
Quotation Service Pink Sheets because it did not comply with the OTC Bulletin
Board Eligibility Rule.

Effective June 6, 2000, Auxer complied with the OTC Bulletin Board Eligibility
Rule and it began trading on the OTC Bulletin Board.

On July 12, 2000 the Auxer Group's board of directors approved the formation of
a telecommunication group for the purpose of acquiring and/or investing in
Telecommunications companies and/or related technology.

In July 2000, the Auxer Group signed two letters of intent. One letter of intent
was with Sponge Technologies to acquire assets of a switch operation. The other
was with Clifton Telecard Alliance, a northeast United States distributor of
prepaid phone cards, to acquire its assets.

In August 2000, shareholders of Auxer voted to amend its articles of
incorporation to increase its authorized number of shares of common stock to
1,000,000,000.

Auxer Telecom Inc. was incorporated on August 7, 2000 in Delaware. The Auxer
Group acquired 2 telecommunications excel switching platforms, which is a series
of equipment that enables companies to track and bill telecommunications
traffic. These assets were placed into Auxer Telecom Inc. on August 24, 2000. At
such time, Auxer Telecom Inc. was one of the Auxer Group's wholly owned
subsidiaries. In August 2000, the Auxer Group added two members to the Auxer
Telecom team: Samir Khalaf and Richard Lydiate. Mr. Khalaf is a special
consultant in telecommunications, financing, acquisitions and international
business. Richard Lydiate was responsible for the transition and overseeing of
the switch operations group in Los Angeles, California. Mr. Lydiate also
assembled a management team with experience in telecommunications sales &
marketing, engineering, switch operations and customer services.

Presently, the Auxer Group is finalizing a settlement with Chasin of Long Beach
(d/b/a Colbie Pacific Capital) whereby the switching platforms and related
equipment will be surrendered to Chasin to satisfy the Auxer Group's obligation
on the switches. The equipment will then be liquidated to pay the outstanding
indebtness of $350,000. The indebtness is presently $478,000 but will be reduced
to $350,000 if the Auxer Group complies with the settlement agreement. Any
deficiency after liquidation will remain an obligation of the Auxer Group.

On September 21, 2000, the Auxer Group purchased the assets of Clifton Telecard
Alliance, Inc., employed Mustafa Qattous and placed these assets in Clifton
Telecard, Inc., one of the Auxer Group's wholly owned subsidiaries. Clifton

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Telecard, Inc. was incorporated in Delaware on August 7, 2000. The Auxer Group
issued 2,000,000 shares of its common stock plus $500,000 in cash and $200,000
in promissory notes to the shareholders of Clifton Telecard Alliance, Inc.

Financial conditions and results of operation for the acquisitions of the
telecommunications excel switching platforms and Clifton Telecard Alliance are
reflected as of the dates disclosed above.

On March 9, 2001 CT Industries, Inc.'s Board of Directors approved the expansion
of its business focus to include telecommunications related business.

On May 16, 2001, The Auxer Group sold 100% of the stock of Clifton Telecard,
Inc.

On March 18, 2002, The Auxer Group dissolved its subsidiary Auxer Telecom, Inc.,
a Delaware corporation.

The following sets forth the valuation of the above-referenced acquisitions
based on the value per share:

<TABLE>
<CAPTION>
Acquisition                   Price Per Share       Less than Fair
                                                    Market Value
<S>                              <C>                   <C>
(i)Universal Filtration            $.05                No
(ii) Harvey Westbury               $.50                No
(iii) Hardyston Distributors     $.1075                No
(iv) CT Industries                $.001                No
(v)  Auxer Telecom Inc.            $N/A                No
(vi) Clifton Telecom Inc.         $.081                No
</TABLE>

Our auditors have stated in their opinion that there is substantial doubt
regarding our ability to continue as a going concern. We were a development
stage company with limited revenues, a history of significant losses and a
substantial accumulated deficit. Subsequent to December 31, 1997, the Auxer
Group's primary attention turned to routine on-going activities and ceased to be
a development stage company.

Neither the Auxer Group nor any of its subsidiaries has filed any petition for
bankruptcy and is not aware of any actions related to bankruptcy. Furthermore,
there are no known personnel of the Auxer Group who currently have any petitions
filed under the Bankruptcy Act or under any state insolvency laws.

The Auxer Group has formed 2 groups with focuses on telecommunications and
automotive industries.

The Auxer Group is a holding company that has a Telecommunications Group that
consists of one active subsidiary, CT Industries, a wholesale distributor of
prepaid phone cards. The telecommunication group accounted for 65.0% of the
revenue in 2001 and 10.5% of revenue in 2000 on a proforma basis less Clifton
Telecard Alliance.

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Additionally, Auxer owns an automotive group with 2 active subsidiaries:
The Harvey Westbury Corporation Inc. and Hardyston Distributors, Inc. Harvey
Westbury assembles and packages automotive accessories under the name, easy
test, sells engine treatment under the name Formula 2000 Ultimate, and sells
waxes and polishes under the name Garry's Royal Satin to the automotive, marine,
and aviation industries. Hardyston Distributors, Inc. is a specialty distributor
of automotive parts and accessories to local mechanics, service stations, and
dealers.

The automotive group accounted for 35.0% of revenue in 2001 and 89.5% of revenue
in 2000 on a proforma basis less Clifton Telecard Alliance.

The Telecommunication Group

Industry Overview

The Auxer Group believes prepaid phone cards have been widely used throughout
Europe and Asia for more than fifteen years. The Auxer Group believes prepaid
phone cards were introduced into the North American marketplace by small long
distance consolidators and resellers, which purchase a high volume of long
distance minutes from major carriers at rates significantly lower than those
that could be obtained by individuals and small businesses and resell those
minutes to their established customer base. The Auxer Group believes prepaid
phone cards were originally introduced to meet very specific telephony
applications, and oriented towards the credit challenged components of the
marketplace. The Auxer Group believes prepaid services have evolved into a
widely accepted solution by both businesses and consumers.

Prepaid phone cards are an alternative to coin-operated calling, collect
calling, operator assisted calls and standard credit calling cards. Unlike
credit calling cards, which provide virtually unlimited credit and impose
surcharges on long distance services, prepaid phone cards are paid for in
advance and provide finite amounts of calling time. Shaped like a credit card,
the prepaid phone card easily fits into a standard wallet. Generally, the front
face denotes the denomination of the card. The back of the cards contains a
scratch-off surface covering the card number and personal identification number
PIN.

Most domestic prepaid cards utilize remote memory technology, which permits
users to place local, long distance and international calls from any touch-tone
phone by dialing a toll- free or local access number to connect to a prepaid
phone card switching platform. After being prompted to enter a PIN, the caller
is advised of the value remaining on the card and is prompted to enter the
telephone number to be called. The call is then routed to its destination. The
per- minute charges for the call are automatically decremented from the prepaid
account corresponding to the PIN as the call progresses. Prepaid phone cards are
distributed through a vast network of retail outlets, including convenience
stores, newsstands, grocery stores and discount stores. While prepaid phone card
products are also sold through vending machines and, more recently, over
Internet websites, the vast majority of phone card sales are still made through
retail outlets.

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The retail outlets are serviced by independent distributors, which often
distribute newspapers or other items to the retail outlets. As a wholesale
distributor to these retail outlets, CT Industries which purchases large
quantities of prepaid phone cards from a long distance carrier or reseller, and
sells the cards in smaller quantities, together with cards from other carriers,
to the independent distributor for ultimate distribution to the retail outlet.
The discount from face value at which cards are bought and sold by the
participants in the distribution chain varies depending upon the carrier and the
features of the card, such as local versus toll free dial-up access, or the
rates and geographic regions for which the card can be used. For example, CT
Industries may sell a phone card with a face value ( a value at which the end
user would pruchase at the retail outlet) of $10 to a local distributor at a
discount to the face value such as $7.50. The local distributor would in turn
sell the same card to a retail outlet at a lesser discount to the face value
such as $8.50 which in turn, would sell the card to an end user at face value,
$10.

The Auxer Group believed entering the telecom industry in 2000 would be a good
strategy as management believed the prepaid industry was a market that
represented an opportunity to increase the Auxer Group's revenue. In 2000
management was introduced to opportunities to acquire distribution and
telecommunications equipment.

Review Of Products

The telecom group has one subsidiary selling telecommunication services and
products, CT Industries. Clifton Telecard, which was sold on May 16, 2001
distributed prepaid phone cards.

Prepaid Phone Cards Wholesale Distribution Operation

CT Industries, Inc.'s board of directors expanded its business focus in March
2001 to include telecommunications related business. CT Industries is now a
wholesale distributor of prepaid phone cards. Generally, each type of prepaid
phone card is available in $5, $10 and $20 denominations. With the exception of
the private label phone cards, which CT Industries prints and activates itself,
CT Industries purchases pre-printed, pre-activated phone cards from each of the
applicable telecommunications resellers or carriers and distributes the cards
through its network of independent distributors. CT Industries is in the process
of developing the X-Factor product line, which may contain feature products,
such as The X Cell Phone and the X Calling Card, the later of which is already
being distributed nationally. Additionally, CT Industries is attempting to gain
distribution in all 50 states as soon as possible. As of August 2001, CT
Industries currently had sold to distributors in 19 states. CT Industries is an
independent company unrelated to Clifton Telecard, which was formerly owned by
the Auxer Group and sold on May 16, 2001. The two companies continue to have a
vendor/client relationship. The two companies don't have any agreements
outlining this relationship. CT Industries handles walk-in customers in the West
Paterson, NJ area and will also provide warehouse space to handle inventory.

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Marketing

CT Industries retail customers can use the prepaid phone cards it distributes
at any touch tone telephone by dialing an access number, followed by a PIN, or
personal identification number, assigned to each card and the telephone number
the customer seeks to reach. The carrier's switch completes the call, and its
debit card platform reduces the outstanding balance of the card during the call.

CT Industries focus has been on distribution in ethnic markets in the U.S. that
generate high levels of international traffic to specific countries. Recent
immigrants and members of ethnic communities are heavy users of international
long distance, given their desire to keep in touch with family members and
friends back home.

CT Industries has independent wholesalers and retailers throughout the New York,
New Jersey and Connecticut area as well as domestically throughout the United
States and is continually seeking to add distributors in other areas.


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Source And Supply

CT Industries' arrangements with subcontractors and/or suppliers consists of
both purchase orders for phonecards which is either prepaid or on credit, and
purchasing time used to access network resources which is prepaid. The orders
have no guarantees of supply and are based on demand and availability of
resources and product; therefore, CT Industries may be at risk due to its
inability to obtain products from its suppliers in a timely fashion. The risk is
minimal since these products are easily accessible and several sources exist. CT
Industries purchases these products and/or access time from several suppliers to
include Access International, Qwest Communications, 9278 Communications,
Blackstone Communications, Axiom Communications, IDT Communications, and
Telestar.

Competition

The telecommunications services industry generally, and the prepaid phone card
industry specifically, is intensely competitive, rapidly evolving and subject to
constant technological change. There are several large and numerous small
competitors in the industry, and the Auxer Group's telecom group expects to face
continuing competition based on price and service offerings from existing
competitors and new market entrants. The principal competitive factors in the
market include price, quality of service, geographic presence, customer service,
reliability, network capacity and the availability of enhanced communications
services.

CT Industries' competitors include:

*    Other distributors and switching operations of prepaid products, such as
     Union Telecard Alliance and 9278 Communications;


*    Telecommunications companies that produce their own prepaid products, such
     as IDT Communcations and PT-1 Communications; and


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<PAGE>

Major Customers


CT Industries is a wholesale distributor of prepaid calling cards. CT Industries
has no clients that represent 20% or more of CT Industries total revenue. CT
Industries currently maintains an active client list of over 100 local
distributors and retailers such as Universal Telecom, The Bargain Place and
Triad Communications.

Points Of Operation

CT Industries, Inc. maintains its headquarters and
administrative operations in West Paterson, New Jersey. CT Industries maintains
its main sales offices in West Paterson, New Jersey and Los Angeles, California.

Government Regulation

The telecommunications industry is regulated by the federal and state
governments of the United States. Federal laws and regulations created by the
Federal Communications Commission apply to interstate and international
telecommunications, while state regulatory authorities have jurisdiction over
telecommunications services that originate and terminate within the same state.
Various other international authorities also may seek to regulate
telecommunications services originating in their countries.

However, as of the date of this report, we do not require any government
approvals to manufacture, distribute and/or market prepaid phone cards.

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<PAGE>

Intellectual Property

CT Industries does not own any material property in the form of patents.

CT Industries, Inc. has 15 private label cards
under the following trademarks: One Cent America, Jerusalem/Middle
East,Kamustahan Philippines, Brazil Campeao, El Sol Mexicano, New Jersey Para
Todos, Que Viva Mexico, Humsafar, AmerAsia Platinum, International Express
Platinum, One Cent America Platinum, African Talk Platinum, El Sol Platinum and
Kamustahan Platinum.

The Automotive Group
Industry Overview

The following is an overview of the competition:

(1) FIRST BRANDS located in Danbury, Connecticut. This public company is listed
on the New York Stock Exchange under the symbol FBR. It sells car care products
consisting of waxes and polishes representing 30-50% of the market. Its
principal brand name is STP, which is an automotive additive. The brand name for
which it markets its wax is known as Simoniz. The product has been in existence
since the mid 1900's and is traditionally packaged in a yellow metal container
to include various sizes.

(2) TURTLE WAX,  INC.  located in Chicago,  Illinois.  This private  company has
several branches located throughout the nation. Over the years this company has
developed several car care trademarks and brand name subsidiaries such as
Lubricating 2001, Finish 2001, Formula 2001, and CD-2. Its most recognized
national brand name is Turtle Wax. Turtle Wax, Inc. has strong distributor and
major retailer penetration and undertakes extensive marketing and advertising to
help support its products.

Minnesota, Mining and Manufacturing, also known as 3M located in St. Paul,
Minnesota: This public company listed on the New York Stock Exchange symbol MMM,
is a major leader in several industries including the automotive and marine
industries. 3M's strength is its brand name recognition. Other Competition:

Other major competitors in the wax and polish industry include BLUE CORAL,
recently acquired by Quaker State and StarBrite Distributors, Inc. located in
Florida. Another popular brand name called MOTHER'S located in Huntington Beach,
California has recently introduced a complete car care product line to
compliment its wax items.

It Silicone and T-Bolt Rust Penetrant: While dozens of competitors market a
silicone spray, most notably Gunk and Prestone, others market a multipurpose
lubricator such as WD- 40 and Liquid Wrench.

Formula 2000 Ultimate Product Line: The Engine Treatment and Oil Additive market
is part of the Automotive Aftermarket Parts & Accessories Industry and the Auxer
Group categorizes within the chemical products group.

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Currently, the distribution of engine treatment follows the traditional paths
within the Aftermarket industry to include traditional wholesale distribution to
automotive retail chains or classical 3 tier, major retail chains or two tier
and direct telemarketing and infomercial settings.

The high-end brand names, where Formula 2000 Ultimate intends to be associated,
are products such as Slick 50, Duralube, MotorUp, and Prolong, which dominate
the retail shelves.

The mid-range products consist of non-brand name products and private label such
as TM8, Tech2000, made for Wal-Mart, and Lubricator2001 made by Turtlewax.
Typically, these products include PTFE, a non-stick chemical, and low end oil
additives packages. The low- end products consist of additional private label
brands and STP's brand of oil additives. Typically, these products consist only
of low-end packages which include cleaners and low grade oil alternatives.

The main competition within the marketplace comes from well-known names from the
automotive industry to include First Brands and Blue Coral, a wholly owned
subsidiary of Quaker State.

First Brands: This company has a recognized name in oil additives and engine
treatments with its brand name, STP. STP's product line is positioned as a
low-end product line with multiple product additives. The products are typically
a quality motor oil mixed with old, well known, low-end additive packages. STP
offers a full line of additive products.

Quaker State: Is a public company recognized for its line of motor oil products.
However,  the company owns the well recognized car care products  company,  Blue
Coral. Blue Coral acquired the Slick50 in 1994.

Slick50's initial engine treatment product was primarily a quality motor oil and
PTFE, a non-stick chemical, sometimes better recognized as DuPont's Teflon.
Additionally, Blue Coral has introduced a full line of additives and gas
treatments as well as semi-synthetic and full synthetic engine treatments.

Prolong: This company is private and is located in California. Prolong can be
found in the West region of the United States. The company has not changed its
format from a single showcase product, although the company has a full line of
additive products.

Prolong and DuraLube are typically not offered together; but either Prolong or
DuraLube are sold with Slick50.

DuraLube: This company is private and located in Eden, New York. DuraLube is
most noted for introduction of the chlorine-based treatments. DuraLube contends
its product is no longer chlorine- based. DuraLube offers a full line of
additives and treatments.

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MotorUp: MotorUp is private and represents a small share of the market at 1% to
3% . MotorUp is located in Philadelphia. Additionally, this company popularized
the 15 oz. bottle, satisfaction guaranteed and A No Oil Change product. MotorUp
has a full line of additives including simple quality oil mixed with a strong
additive package. Currently, MotorUp is moving away from infomercials and
establishing distributors and retailers. The product can be found in some of the
less prominent retailers on special isle shelving.

Other Competition:

The Auxer Group's other competition is comprised of many mid-tier companies that
offer engine treatments as part of their additive product lines or private label
vendors.

Several mid-tier products tend to have some brand name recognition and include
Lubricator 2001, a Turtlewax product, TM8, Tech2000 a Wal-Mart Private Label,
R-2000 a Bilsteinproduct, Marvel Mystery Oil, and Tufoil.

Another indirect competitor to the engine treatment market is the recently
growing synthetic motor oils. Mobile introduced the Mobile One technology, and
has recently introduced TMP technology. Today, Mobile synthetic motor oil
technology nearly parallels Formula 2000 Ultimate's synthetic technology.

EasyTest Product Line:

Antifreeze & Battery Testers: The tester market primarily consists of a DIY, or
do it yourselfer client base. The distribution chain from manufacturer to
end-user, or consumer, generally follows a traditional route. It's a three level
process that starts with the manufacturer wholesaler who sells to the
distributor who, in turn, sells product to the Jobber, or reseller, and/or
retailer. The consumer can then purchase from the retailer to complete the
chain. The typical third level outlets are made up of automotive retailers,
service stations, convenience stores, grocery stores, etc.

Harvey Westbury Corp. is a manufacturer in the United States of these tester
items. Since the Easy-Test line offers several other products, Harvey Westbury
Corp. also acts as its own distributor.

The following is an overview of the competition:

JONI ENTERPRISES, LTD.- located in Taiwan, Republic of China. This company has
been competing with Harvey Westbury for over twenty years and currently leads
the market as the primary manufacturer. Joni also carries a small automotive
windshield accessory line.

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<PAGE>

THEXTON MFG., CO. - located in Minneapolis,  Minnesota.  This company only makes
the larger, professional type testers, which, furthermore,  represents less than
twenty  percent of its entire  revenue.  The company  primarily  specializes  in
automobile repairs and service equipment.

WILMAR CORPORATION - located in Seattle, Washington. This company specializes in
the manufacturing of plastic products. It is currently importing several items
to increase its catalog selection and acts as a distributor to several major
retail chains.

CUSTOM  ACCESSORIES,  INC. - located in Niles,  Illinois.  This private  company
specializes in automotive parts. Mobile Air Conditioning Accessories:  This vast
market  consists  of  compressors,  hoses,  valves,  refrigerants,   refrigerant
recovery, retrofit servicing, and accessories.

The automotive air conditioning accessories market primarily consists of
Jobbers, or reseller, and Do It Yourselfers. It's a three level process that
starts with the manufacturer wholesaler who sells to the distributor who, in
turn, sells product to the Jobber, or reseller, and/or retailer. The consumer
can then purchase from the retailer to complete the chain. The following is an
overview of the competition:

AEROQUIP CORP. - located in Maumee, Ohio.
This private company is headquartered in Ohio. The company specializes in a
variety of markets including Hose, Fittings, and Coupling manufacturing; Heating
and Cooling parts & Accessories manufacturing; Automotive and Aviation parts
manufacturing; Plastic Products and Plastic Extruders manufacturing; and Mold
Making. It is also important to note that the products sold from this company
mainly support the Jobber, or reseller, clientele.

WATSCO COMPONENTS, INC. - located in Hialeah, Florida.
This public company listed on the New York Stock Exchange under the symbol WSO,
retrofits refrigerant access valves, vacuum pumps, refrigerant recovery machines
& filters.

INTERDYNAMICS, INC. - located in Brooklyn, New York.
This private company specializes in the manufacture of automobile parts and
equipment. Its share of the AC accessories market includes AC testing and
charging accessories, refrigerants, and electronic climate control systems. Its
items can be found in the major discount chains such as Pep Boys, Western Auto,
and R&S Strauss.

Other Competition:
Another significant competitor in the accessories industry is

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SCHRADER-BRIDGEPORT located in Altavista, Virginia.

CASTROL INDUSTRIAL North America, INC. located in Downers Grove, Illinois. It
manufactures Retrofit Kits found in the market to include its own brand name
CASTROL.

Crankcase Drain Plug Series - oil drain plugs: The other vendors currently known
to manufacture this product are Difco, Inc. and Cargo, Inc. Fleet Drain Plug
Series:

The markets for this product are companies with maintenance sections who perform
regular maintenance requirements on fleet operations, trucking outlets and
repair centers. There is only one other known distributor, IAS, in the United
States.

Carbon Monoxide Testers:
Market & Competition:
Carbon Monoxide is a colorless, odorless, poisonous gas byproduct of burning
oils and other fuels. It can be quickly absorbed by the body and cause such
symptoms as headache, dizziness, irritability, and nausea. Higher concentrations
of the gas are lethal. The distribution chain from manufacturer to end-user, or
consumer, generally follows a traditional route. It's a three level process that
starts with the manufacturer wholesaler who sells to the distributor who, in
turn, sells the product to the Jobber, or reseller, and/or retailer. The
consumer can then purchase from the retailer to complete the chain. The common
retail sources for these particular items are the major Discount Chains such as
Kmart and Home Depot.

Harvey Westbury currently directs its marketing efforts towards the aviation and
automotive safety arena. Several state and local municipalities mandate these
detectors for their department vehicles, as well as regulated flight school
facilities. The third aspect of growth is in technology. Harvey Westbury is one
of the few organizations that distribute the chemically treated indicator disk,
which currently acts as the main component in battery- powered models. The
competition within this industry is as follows:

FIRST ALERT, INC. - located in Aurora, Illinois.
This is a public company that introduced the CO detector. This company's primary
source of  revenue is from smoke  detectors.  First  Alert,  Inc.  products  are
retailed  under the brand name First  Alert that  offers a complete  line of gas
detectors.

QUANTUM GROUP, INC. - located in San Diego, California.
This private company specializes in safety equipment and measuring device
manufacturing. The company's full line of products is marketed under two brand
names, COSTARJ, and Quantum.
Other Competition:

                                       15
<PAGE>

Several other brand name companies exist in the market. Such competitive brand
names are Nighthawk, Lifesaver, S-Tech, American Sensors, Air-Zone, Emerson,
Macurco, and Safety1st.

Review Of Products

The automotive group currently has two subsidiaries selling automotive products.
Hardyston Distributors distributes a variety of automotive hard parts, which
represents 100% of its sales, and currently representing approximately 44.0% of
the Automotive Group's revenue during the year ending December 31, 2001. The
Harvey Westbury product lines, which include the products under the names Easy
Test and Garry's Royal Satin, represent the Automotive Group's other revenue of
approximately 56.0%.

Garry's Royal Satin Products:
Royal Satin Supreme: The product was designed with the intent to provide an even
longer lasting shine and better durability than King's Ransom for clear-coat
finishes.

Garry's Interior Car Care Products: Harvey Westbury Corp.'s products in this
category are a carpet cleaner, waterproofing spray, leather cleaner and plastic
and fiberglass cleaner. The products are currently packaged in spray tops,
however new packaging options are being reviewed.

Cream Paste Cleaner Wax: The product is used by detailing professionals. Its
blend of waxes and cleaner offers a one-step cleaning and waxing option or can
be applied after a compound in detailing practices.

Heavy Duty Rubbing Compound: This product is intended to complement to Harvey
Westbury Corp.'s cleaner wax for difficult oxidation problems that are too
difficult for normal oxidation.

Finishing Polish: The product offers the detailer an extra layer of protection
that is intended to get them through an entire season. Cleaner waxes on the
market typically fall short of performing more than 4 months. This polish and
protector is intended to give the boating enthusiast extra months of added shine
and protection from oxidation.

It Silicone and T-Bolt Rust Penetrant: Harvey Westbury markets a silicone and
multipurpose lubricant under the brand name It and T- Bolt.

Formula 2000 Ultimate Product Line: Harvey Westbury markets a synthetic
lubrication product designed for engines and transmission lubrication
enhancement. In 1997, Harvey Westbury Corp. created a new formula and now
markets this formula under the name "Formula 2000 Ultimate."

                                       16
<PAGE>

EasyTest Product Line:
The Easy Test product series was founded by Harvey Westbury. The products
consist of 3 types of antifreeze and battery testers, a carbon monoxide tester,
and drain plug series. Additionally, the air conditioning line is trademarked
under Easy Test as well as the Hatchback solar powered rechargeable light and
other accessory products.

Antifreeze & Battery Testers: The Harvey Westbury tester products are
manufactured at the its facilities in Farmingdale, NY. The main products are
anti-freeze and battery testers, which come in three different sizes. The first
type is a five-ball tester that consists of a four-inch glass catheter,
assembled together with a vinyl squeeze bulb and dispensing tail. The working
components in these items are five specific gravity balls that float at
different concentrated levels of the solution being tested. The solution for the
anti- freeze test involves a water to anti-freeze mix, while the battery test
involves a water to acid mix. Once the items are manufactured and assembled,
they are then packaged for retail distribution using Harvey Westbury's in-house
machinery and equipment. The same concept applies to the other two size types,
which are much larger and resemble a French horn and turkey-baster in their
respective shapes. Most items are sold under their registered trademark Easy-
Test7, however, Harvey Westbury Corp. also maintains several private label
contracts within the industry.

Mobile Air Conditioning Accessories: Harvey Westbury markets all of its
air-conditioning accessory items under the brand name Easy-Test. The product
line is mainly comprised of retrofit kits, recharge kits, charging hose,
fittings, manifold gauges, leak detector kits, thermometers, and protective
goggles. Additionally, the accessory items are designed to service all R-12,
also known as CFC-12 or Freon, and R134a, also known as HFC- 134a, automotive
systems.

Crankcase Drain Plug Series - oil drain plugs: Two series of crank case drain
plugs are currently packaged by Harvey Westbury Corp.. The group actively
markets the CDP series which is a strong rubber plug complete with an inserting
tool. The product is marketed to the do it yourself market and the quick oil
change chains. The product is purchased in single or six pack blister pack
options. The second series is a metal screw in product. The product is
self-tapping.

Carbon Monoxide Testers: Harvey Westbury assembles and packages Carbon Monoxide
devices that alert the consumer to the presence of carbon monoxide by changing
color. This small indicator is roughly 2" in diameter and is comprised of a
proprietary blend of chemicals, which react to carbon monoxide. The pill
indicator is affixed to an adhesive backed plastic applicator that allows the
item to be placed almost anywhere. In addition, the pill indicator changes back
to its original color after the carbon monoxide is removed which makes the item
reusable.

                                       17
<PAGE>

Depending on the surrounding climate, these detectors can last up to a full
year. Harvey Westbury offers two types of testers based on their levels of
detection sensitivity. Since carbon monoxide is measured in Part Per Millions,
one tester will react to carbon monoxide dosages of 50ppm and the other will
react at 100ppm.

Fleet Drain Plug Series: The Fleet drain plug series is an imported product. The
product is generally designed for large construction and farm equipment as well
as RVs. The product comes as a kit. The product allows the user to insert a
drain tube by screwing onto a permanent attachment to vehicles.

Marketing

Harvey Westbury Corp.'s web sites, which were introduced in 1999, are designed
to assist in marketing and sales lead generation. Due to the introduction of the
web sites, Harvey Westbury's Formula 2000 Ultimate, Easy Test, and Garry's
product lines have received requests for information on distribution both
domestically and internationally.

Harvey Westbury Corp. is engaged in business in several markets. Harvey Westbury
is conducting business with automotive retailers and distributors as well as
marine retailers and distributors. Harvey Westbury's revenues are less then 20%
with any individual customer. While the Harvey Westbury is not engaged in any
formal contracts with identified volumes, it has arrangements to private label
for Warren Distribution for Polar products and CarQuest Inc. for CarQuest
products. Harvey Westbury's products are packaged under several other unknown
brand names since the products are sold in bulk and packaged by other companies.

The Auxer Group's subsidiary, Harvey Westbury has entered into several licensing
agreements with third party distribution companies to private label products. In
August 1998 Harvey Westbury entered into a licensing agreement with Warren
Distribution to use the trademark Polar on its Easy Test Anti-freeze and Battery
Tester products, to be distributed through Warren Distribution. In October 1998,
Harvey Westbury entered into a licensing agreement with CARQUEST, Inc. to use
the trademark CARQUEST on its Easy Test Anti-freeze and Battery Tester products,
to be distributed internationally throughout CARQUEST's network of warehouse
distributors and retail outlets. As part of the agreement, Harvey Westbury is
required to maintain a minimum of $1 Million in product liability insurance.
Harvey Westbury is compliant with the term of this agreement. Additionally, the
agreement can be terminated at any time, with thirty days notice. On October 30,
2000, Harvey Westbury completed a Joint Venture agreement with United Suppliers
of America, Inc. United Suppliers of America Inc.'s trademarked product is
Autofrost. Harvey Westbury plans to produce Easy Test Autofrost Air Conditioning
Kits with Autofrost, an alternative refrigerant to CFC-12. Autofrost is a brand
name for alternative refrigerants, EPA accepted, 94% less Ozone depleting than
CFC-12, and 89% less global warming than CFC-12, based on information released
by United Suppliers of America. Under the terms of the agreement, Harvey
Westbury plans to develop, market and distribute a series of air conditioning
kits under the name of Easy Test Autofrost. Harvey Westbury plans to promote,
market, sell and package the product. Autofrost plans to supply the alternative
refrigerant.

                                       18
<PAGE>

Harvey Westbury: The Company is currently employing the strategies outlined
below:

Garry's Royal Satin Product Line: Garry's Royal Satin Marine Products: In 2001,
Harvey Westbury intends to continue focus on its sales and distribution efforts
for its marine products in the Northeast and Southeast region of the United
States. Harvey Westbury intends to promote Garry's Royal Satin Marine products
through local and regional magazine advertisements, discounted sales promotions,
and distribution of samples, and promotions at industry tradeshows.

It Silicone and T-Bolt Rust Penetrant: Harvey Westbury sells limited quantities,
representing less than 1% of total revenues of these products. No current
marketing programs are in place. Formula 2000 Ultimate Product Line: Harvey
Westbury sells limited quantities, representing less than 1% of total revenues
of these products. No current marketing programs are in place.

Easy Test Product Line: Antifreeze & Battery Testers: Harvey Westbury plans to
maintain an aggressive pricing format for this commodity item and to continue to
offer discounts to old clients for returning. Management continues to pursue
lower cost manufacturing opportunities in order to remain a low cost supplier of
these testers. Management intends to become a volume importer of inexpensive
testers and accessories. With Harvey Westbury's in-house packaging capabilities,
Harvey Westbury intends to pursue more private labeling arrangements. Harvey
Westbury intends grow its other Easy-Test products through its current tester
client base.

Mobile Air Conditioning Accessories: Harvey Westbury plans to distribute the
line of AC accessories and chemicals with a new catalog. Harvey Westbury intends
to be a low cost supplier of these accessory products.

Crankcase Drain Plug Series - oil drain plugs: Harvey Westbury intends to market
this product to its current tester client base. Harvey Westbury intends to be a
low cost supplier of these accessory products.

Carbon Monoxide Testers: Harvey Westbury intends to focus on maintaining its
current client base and to identify new clients with similar profiles.
Management believes it can market this product to the small aircraft aviation
industry where Garry's Royal Satin has a small client base.

Fleet Drain Plug Series: Harvey Westbury intends to reintroduce the product to
the client base as well as identify similar profile prospects through mailing
campaigns.

Sources And Suppliers

The Automotive Group currently has no contracts or arrangements with
subcontractors and/or suppliers. Therefore, the Automotive Group may be at risk
due to its inability to obtain products from its manufacturers in a timely
fashion. The risk is minimal since the raw materials for all of the Company's
current products are easily accessible and several sources exist.

                                       19
<PAGE>

Harvey Westbury's Easy Test Anti-freeze and Battery Testers. The 501 series
testers are assembled and packaged in West Paterson, New Jersey facility. The
701 and 901 series testers are assembled by the supplier and packaged in Harvey
Westbury's West Paterson, New Jersey facility. Harvey Westbury's Easy Test
Mobile Air Conditioning Accessories are assembled by the supplier and packaged
in Harvey Westbury's West Paterson, New Jersey facility. The Harvey Westbury
does not have any contractual agreements or licensing arrangements with its
suppliers for these products. There are no patents held by third parties. The
Auxer Group's subsidiary, Harvey Westbury sells automobile accessories under the
name East Test, which is a registered trademark, number 942648 registered on
Sept. 12, 1972 and renewed in 1993.

Harvey Westbury's Garry's chemical based products are manufactured and packaged
by a third-party chemical manufacturer in New York. Harvey Westbury does not
have any contractual agreements or licensing arrangements with its suppliers for
these products. There are no patents held by third parties. The formulations for
the products were developed by the manufacturer. Harvey Westbury created the
formulas for Garry's Royal Satin and Garry's Royal Satin Liquid. The name
Garry's Royal Satin is not a registered trademark. The Garry's Royal Satin
products are marketed and sold by Harvey Westbury.

Formula 2000 Ultimate products are manufactured and packaged by third-party
chemical manufacturers in New York. Harvey Westbury does not have any
contractual agreements or licensing arrangements with its suppliers for these
products. There are no patents held by third parties. Auxer created the formula
for these products which is currently marketed under the "Formula 2000 Ultimate"
name which is marketed and sold by Harvey Westbury. The name Formula 2000
Ultimate is not a registered trademark.

Hardyston Distributors purchases automotive parts from several local
distributors in Northern New Jersey. Products are manufactured and packaged by
the supplier or manufacturer. Hardyston Distributors does not have any
contractual agreements or licensing arrangements with its suppliers for these
products. Hardyston Distributors purchases automotive parts for resale.

Harvey Westbury's Easy Test Testers and Accessories are imported from the
following suppliers in Taiwan and China: Pan Taiwan Enterprises, Co., Ltd, Yen
Jen, Three-In-One Enterprises and DHC. In Addition, another supplier is ATS,
based in the United States. The 501 series testers are assembled in Harvey
Westbury's West Paterson, New Jersey facility. Harvey Westbury's Easy Test
Mobile Air Conditioning Accessories are imported from such suppliers as Yen Jen
and Pan Taiwan Enterprises, Co., Ltd. in Taiwan; Aerosol based in Kansas, TCC
based in Texas; DuPont based in Wilmington, Delaware, Environmental Material
Corp. based on New Jersey and Allied Signal based in New Jersey. Some products
are manufactured at the Harvey Westbury Farmingdale, NY facility. Harvey
Westbury's Garry's Royal Satin and Formula 2000 Ultimate products are
manufactured and supplied by John Prior, Inc. and Innovative Chemical both based
in New York; CRC based on Pennsylvania; Penray based on Illinois; and Bernard
Laboratories based in Ohio. Hardyston Distributors purchases automotive parts
from several local distributors in Northern New Jersey including B&B Auto Parts
and Allendale Automotive Enterprises.

                                       20
<PAGE>

We have a market position of less than 5% for any of our products.

Garry's Royal Satin Product Line for Automotive, Marine & Aviation: The Wax and
Polish market is mainly comprised of waxes, polishes, and Protectants. The care
products industry is comprised of multiple types of products and brand names.
Any area or component of one vehicle has a particular product made to clean
and/or protect it. The products, mechanically, generally come in either aerosol
cans or plastic spray bottles with a typical range to include lubricants,
cleaners, sealants, adhesives, and protectants. In addition to the Automotive
Industry, Harvey Westbury is also involved in the Marine Waxes and Polishes
industry.

The wax market primarily consists of what Harvey Westbury terms Do It Yourselfer
client base. The distribution chain from manufacturer to end-user or consumer
generally follows a traditional route. It's a three level process that starts
with the manufacturer wholesaler who sells to the distributor who, in turn,
sells product to the Jobber, or reseller, and/or retailer. The consumer can then
purchase from the retailer to complete the chain. Major retailers command a
larger influence in the industry by being their own distributors. This push has
started to shift the distribution chain towards a two step process, which
entails the wholesaler selling direct to the retailer. Under this method, the
retailer can now handle more volume than the distributor, in most cases, and is
able to demand lower purchase levels. Electronic Data Inquiry systems are also
becoming more accepted by major retailers. These systems make it easier to order
directly from the manufacturer.

Harvey  Westbury  Corp.  falls  into the first  level of  distribution.  It is a
manufacturer  distributor of Garry's, which is its own line of car care products
to include waxes, pastes, cleaners & Protectants.

There are three primary strategies from which Harvey Westbury intends for this
segment of its business to provide opportunity for growth. The first of which is
better and more appealing packaging. Few product lines offer attractive, screw
top containers. The second is the one- step application process. Finally, sales
support can play a big factor. Market penetration exists for those manufacturers
who supply assistance with sales support. Harvey Westbury has just introduced a
new packaging scheme for its Royal Satin Wax Garry's line which involves a new
twist off plastic container for convenience along with a new color and label
design.

Major Customers

Harvey Westbury sells product to many national and international distributors
and retailers, such as Atlantic Pacific, PEP Boys, Carquest, FJ Distributors,
TRAK Auto, and National Wholesale Distributors. There are no clients of the
Automotive Group that represent 20% or more of the Automotive Group's total
revenues. Management does not believe it is dependent on any one or a few major
clients at this time.

                                       21
<PAGE>

Points Of Operation

Auxer, Harvey Westbury, Hardyston, all maintain their headquarters and
administrative operations in West Paterson, New Jersey.

Harvey Westbury maintains its main sales office in West Paterson, New Jersey.
Harvey Westbury manufacturers and warehouses its products in West Paterson, New
Jersey. The Easy Test product components are primarily manufactured by various
vendors throughout the United States and Internationally and assembled/packaged
at the West Paterson, New Jersey location. Garry's waxes, polishes, and
chemicals, as well as Formula 2000 Ultimate Engine Treatment are manufactured
and private labeled by several vendors throughout the United States and
warehoused at the West Paterson, New Jersey location. Hardyston Distributor's
has an additional location in Franklin, New Jersey. Hardyston distributes
automotive parts and accessories to the surrounding area automotive stores and
service stations.

Government Regulation

While numerous government regulations are developed directed at the automotive
and marine industries on an on-going basis; the Auxer Group does not believe
that there are any significant government regulations pending that would impact
the current product categories that the Auxer Group is currently marketing and
selling.

The Auxer Group does not have any material costs associated with the compliance
of any environmental laws. Harvey Westbury distributes air conditioning products
only. It does not manufacture any products requiring compliance with
environmental laws.

Intellectual Property

The Auxer Group does not own any material property in the form of patents. The
Automotive Group's subsidiary, Harvey Westbury, sells automotive accessories
under the name Easy Test, which is a registered trademark, number 942648 which
was registered on September 12, 1972 and renewed in 1993. The Auxer Group does
not have any contractual agreement or licensing arrangements for these products.
There are no patents held by third parties. Additionally, Harvey Westbury sells
waxes and polishes under the name Garry's Royal Satin, which is not a registered
trademark. Harvey Westbury previously was a distributor for Garry's Laboratories
based in Buffalo, New York. Garry's Laboratories registered and owned the
trademark. However, Garry's Laboratories ceased doing business and the trademark
registration expired. Harvey Westbury has continued to distribute the product
under the trade name "Garry's Royal Satin." Harvey Westbury's Garry's chemical
based products are manufactured and packaged by a third-party chemical
manufacturer in New York. The Auxer Group does not have any contractual
agreements or licensing arrangements with its suppliers for these products.
There are no patents held by third parties. The formulations for the products
were developed by the manufacturers.

                                       22
<PAGE>

In October 1995, Universal Filtration entered into an agreement with William
Hayday for the purchase of the worldwide non-transferable rights to market the
Fiona Micro Screen Filter and the rights to make any future modification to the
design. The term of the agreement was October 1, 1995 until September 30, 1999.
The agreement has expired.

On May 23, 1996, CT Industries entered into a supply agreement with MotionLube,
licensee of patented technology relating to vehicular and machinery lubricants
covered by Patent No. 5,385,683 whereas MotionLube will manufacture or cause to
be manufactured the product covered above which will be sold under the name
Formula 2000. The term of the agreement was for one year from the date of the
agreement, which will automatically renew annually provided no violations by
either party. The agreement was not renewed after the first year. Subsequently,
the Harvey Westbury created a new formula, specifically Formula 2000 Ultimate,
which Harvey-Westbury markets and sells. Formula 2000 Ultimate is not a
registered trademark. Formula 2000 Ultimate maybe a difficult name to register
as the name itself could be considered generic in nature. Additionally, Formula
2000 Ultimate could be considered similar to Turtle Wax's Formula 2001.
Management does not believe that the similarity could be a problem due to the
fact that Formula 2000 Ultimate is categorized as an engine lubricant product
and Formula 2001 is categorized as a wax and polish product. Should it ever be
determined that Formula 2000 Ultimate does in fact infringe on Turtle Wax's
trademark, Harvey Westbury would be required to sell its product under another
name. Management does not believe that this would impact sales of this product.

Harvey Westbury does not have any contractual agreements or licensing
arrangements with its suppliers for Garry's Royal Satin products. There are no
patents held by third parties or by Harvey Westbury.

Harvey Westbury does not have any contractual agreements or licensing
arrangements with its suppliers for these products. There are no patents held by
third parties. The formulations for the products were developed by the
manufacturer. Harvey Westbury owns the rights to the formulas for Garry's Royal
Satin and Garry's Royal Satin Liquid. The supplier owns the rights to the
formulas for the rest of the products under the Garry's line. Auxer does not
have any contractual agreements or licensing arrangements with its suppliers for
the Formula 2000 Ultimate products. There are no patents held by third parties.
Auxer owns the rights to the formula for these products.

Hardyston Distributors, doing business as The Mechanics Depot, does not have any
contractual agreements or licensing arrangements with its suppliers for Garry's
Royal Satin products. Hardyston Distributors purchases automotive parts for
resale.

Employees

The Auxer Group and its subsidiaries have 14 employees as follows: The Auxer
Group, Inc.: 2 - Management; 4 - Support Staff; CT Industries, Inc.: 1
Management; 3 Sales; 1 Technical Support; Harvey Westbury Corp.: 1 - Management;
2 - Warehouse Staff; No employees are covered by labor agreements or contracts.

                                       23
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

Facilities-Properties

The Auxer Group entered into a five-year lease agreement with a non-affiliated
party beginning on February 1, 2000 and expiring January 31, 2005, for the
premises located at 12 Andrews Drive, West Paterson, New Jersey. Such premises
are approximately 18,000 square feet. A $15,583 security deposit was required
with minimum monthly payments to be paid as follows:

<TABLE>
<CAPTION>
PERIOD                           ANNUAL RENT                  MONTHLY RENT
<S>                                <C>                        <C>
Feb. 1, 2000 -
Jan. 31, 2001                      $85,000                    $7,083.34
Feb. 1, 2001 -
Jan. 31, 2002                      $89,250                    $7,437.50
Feb. 1, 2002 -
Jan. 31, 2003                      $93,500                    $7,791.67
Feb. 1, 2003 -
Jan. 31, 2004                      $97,850                    $8,145.84
Feb. 1, 2004 -
Jan. 31, 2005                      $102,000                   $8,250.00
</TABLE>

In addition to the minimum monthly rental payments, the Auxer Group must pay
real estate taxes, insurance, and utilities.

Since the acquisition of the assets of Clifton Telecard Alliance Inc., we made
payments under its lease of $5,487 per month. The space is located in North
Bergen, New Jersey and is approximately 2,800 square feet.

Since the sale of Clifton Telecard on May 16, 2001, The Auxer Group no longer
has this obligation.

Auxer Telecom Inc. entered into a month-to-month lease agreement with a
non-affiliated party beginning August 1, 2000 at a monthly rate of $2,500 for
facility space in Los Angeles, California. Such space is approximately 500
square feet. Auxer Telecom also leases office space in Los Angeles, California
on a month-to-month basis at the monthly rate of $7,766.00, which lease was
terminated in June 2001. Such space is approximately 1,800 square feet. On June
6, 2001, Auxer Telecom, Inc. entered into a month to month Service Agreement
with a nonaffiliated party at a monthly rate of $1500.00, which included
sub-leasing space for office purposes. Such space is approximately 500 square
feet. When Auxer Telecom Inc. dissolved on March 18, 2002, the Auxer Group
assumed its responsibilities on such leases.

                                       24
<PAGE>

The Auxer Group assumed the lease agreement with a non-affiliated party entered
into by Mr. Ernest DeSaye, Jr. beginning March 1, 1999 and expiring on February
28, 2000, at 22B Lasinski Road, Franklin, NJ. The option to renew for an
additional two years was invoked extending the expiration of the lease to
February 29, 2001. The lease was not renewed.

<TABLE>
<CAPTION>
Period                     Annual Rent                  Monthly Rent
<S>                        <C>                          <C>
3/1/99 -                   $8700.00                     $725.00
2/28/00

3/1/00 -                   $9000.00                     $750.00
2/28/01
</TABLE>

                                       25
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS


The Auxer Group is not currently aware of any pending, past or present
litigation that would be considered to have a material effect on the Auxer
Group. There are no known bankruptcy or receivership issues outstanding and has
no known securities law violations. Additionally, the Auxer Group has no known
legal proceedings in which certain corporate insiders or affiliates of the
issuer are in a position that is adverse to the issuer.


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

None

                                       26
<PAGE>

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On December 31, 2001, there were approximately 4000 shareholders of record of
our common stock. Based on information received from brokers and others in
fiduciary capacities, we estimate that the total number of shareholders of our
common stock exceeds 500. Our shares of common stock are currently traded on the
OTC Electronic Bulletin Board under the symbol "AXGI".

The reported high and low bid prices for our common stock are shown below for
each quarter during the last three complete fiscal years. The high and low bid
price for the periods in 2000 and 2001 shown below are quotations from the OTC
BB. The quotations reflect inter-dealer prices and do not include retail
mark-ups, mark-downs or commissions. The prices do not necessarily reflect
actual transactions.
<TABLE>
<CAPTION>
Period                HIGH BID             LOW BID
- ------                --------             -------
<S>                   <C>                  <C>

2000

First Quarter         0.14                 0.04
Second Quarter        0.125                0.06
Third Quarter         0.14                 0.06
Fourth Quarter        0.09                 0.05

2001

First Quarter         0.078                0.047
Second Quarter        0.05                 0.01
Third Quarter         0.02                 0.0060
Fourth Quarter        0.01                 0.0050
</TABLE>

DIVIDENDS

We do not intend to retain future earnings to support our growth. Any payment of
cash dividends in the future will be dependent upon: the amount of funds legally
available therefore; our earnings; financial condition; capital requirements;
and other factors which our Board of Directors deems relevant.

                                       27
<PAGE>

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

Certain matters discussed herein (including the documents incorporated herein by
reference) are forward-looking statements intended to qualify for the safe
harbors from liabilities established by the Private Litigation Reform Act of
1995. These forward-looking statements can generally be identified as such
because the context of the statement will include words such as we or Auxer
"believes," "plans," "intends," "anticipates," "expects," or words of similar
import. Similarly, statements that describe our future plans, objectives,
estimates, or goals are also forward-looking statements. Such statements address
future events and conditions concerning capital expenditures, earnings,
litigation, liquidity and capital resources and accounting matters. Actual
results in each case could differ materially from those currently anticipated in
such statements by reason of factors such as future economic conditions,
including changes in customer demands; future legislative, regulatory and
competitive developments in markets in which we operate; and other circumstances
affecting anticipated revenues and costs.

The following discussion should be read in conjunction with the consolidated
financial statements and notes. In addition to historical information, this
discussion and analysis contains forward-looking statements that involve risks,
uncertainties and assumptions, which could cause actual results to differ
materially from our expectations. Factors that could cause differences include,
but are not limited to, expected market demand for our products, fluctuations in
pricing for products distributed by us and products offered by competitors, as
well as general conditions of the telecommunications marketplace.

We are a holding company that previously formed a telecommunications group and
established two (2) subsidiaries, Clifton Telecard Inc., a wholesale distributor
of prepaid phone cards which was subsequently sold on May 16, 2001, and Auxer
Telecom Inc., which provides telecommunication services from telecommunications
carriers to the telecommunications industry, which was dissolved on March 18,
2002. On March 9, 2001, CT Industries, Inc. changed its business focus to the
telecommunications related business. Additionally, Auxer owns an automotive
group with two active subsidiaries: The Harvey Westbury Corporation Inc. and
Hardyston Distributors, Inc. Harvey Westbury assembles and packages automotive
accessories under the name, Easy Test, sells engine treatment under the name,
Formula 2000 Ultimate and sells waxes and polishes under the name, Garry's Royal
Satin to the automotive, marine, and aviation industries. Hardyston
Distributors, Inc. is a specialty distributor of automotive parts and
accessories to local mechanics, service stations and dealers.


                                       28
<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations for the Years December 31, 2000 and 2001.

The financial statements for the years ended December 31, 2000 and 2001 have
been prepared on a going concern basis. The issuance of a going concern opinion
by the auditors indicates that the auditors have substantial doubt about the
Auxer Group's ability to continue as a going concern. The Auxer Group incurred

net losses of $11,427,647 for period from April 18, 1995 to December 31, 2001.

These factors indicate that the Auxer Group's continuation, as a going concern
is dependent upon its ability to obtain adequate financing. If the Auxer Group
is unable to obtain adequate financing necessary to support the Auxer Group's
ability to continue its operations, advance its plan of operations, increase its
sales, increase its inventory and working capital, the Auxer Group would be
substantially limited. If the Auxer Group is unable to properly fund its plan of
operations, the Auxer Group's continuation would be jeopardized. Management's
plan to overcome its financial difficulties consists of raising additional
capital and increasing revenues from its subsidiaries. At this point, the Auxer
Group has no definite plans to raise money.

Results of operations for periods ended December 31, 2000 and 2001


<TABLE>
<CAPTION>
                              Year ended          Year ended          +/-%
                               December          December 31,
                               31, 2000              2001

<S>                            <C>                 <C>                 <C>

Net Sales                     1,909,189            2,714,018         +   42%
Gross Profit                    574,524               91,291          -  84%
Selling, General &            3,282,808            3,174,644          -   3%
Administrative
Expenses
Research &                            0                    0             0%
Development Costs
Depreciation Costs              110,119              140,022          + 27%
Amortization Costs                    0                    0             0%
Interest                         36,524              517,905          + 1318%
Net Income (Loss)            (2,881,927)          (3,741,280)           n/a
Inventory                       584,839              479,928          -  18%

</TABLE>

                                       29

<PAGE>

Historic 2001 to Historic 2000 Financial Data Comparison

Net Sales

We had sales of $2,714,018 in 2001 compared to sales of $1,909,189 in 2000
representing an increase of $804,829 or 42%.


The increase in sales was as a result of an increase in prepaid calling card
sales generated by the Telecom Group.

Gross Profit Margins

We had gross profits of $91,291 or a gross profit of 3% in 2001 compared to

gross profits of $574,524 or a gross profit of 30% in 2000 representing a
decrease in the gross profit of 27%.

The decrease in gross profit was as a result of lower margins related to the
sale of prepaid phone cards.

Selling, General & Administrative Expenses

We had general and administrative expenses of $3,174,644 in 2001 compared to

$3,282,808 in 2000 representing an decrease of $108,164 or 3%.

The decrease in these expenses was as a result of reduced general and
administrative expenses.

Research & Development Costs

We had research and development costs of $0 in 2001 compared to $0 in 2000
representing no change.

Depreciation

We had depreciation expenses of $140,022 in 2001 compared to $110,119 in 2000
representing an increase of $29,903 or 27%.

The increase in these expenses was a result of an increase in the equipment and
assets related to the acquisition of the telecom group.

Amortization Costs

We had amortization expenses of $0 in 2001 compared to $0 in 2000 representing
no change. There were no costs that were capitalized or amortized. All costs
were expenses in the period they incurred.

Interest

We had interest expenses of $517,905 in 2001 compared to $36,524 in 2000
representing an increase of $481,381 or 1318%.

The increase in these expenses was a result of a higher average principal
outstanding for equipment and long term debt financing.

                                       30

<PAGE>

Net Income (Loss)

We had net losses of $3,741,280 or a loss of $0.03 per share in 2001 compared to
losses of $2,881,927 or a loss of $0.03 per share in 2000 representing an
increase in losses of $859,353 or $0.03 per share.

The increase in losses was a result of an increase in expenses, related to the
telecommunications operations.

Inventory

We had inventory of $479,928 on December 31, 2001 compared to inventory of

$584,839 on December 31, 2000 representing a decrease of $104,911 or 18%.

The decrease in inventory was as a result of decreased automotive inventory.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                              THE AUXER GROUP, INC.

                                  CONSOLIDATED

                              FINANCIAL STATEMENTS

                                December 31, 2001

<PAGE>

                              THE AUXER GROUP, INC.

                                      INDEX
                                      -----

                                                                        PAGE

INDEPENDENT AUDITORS' REPORT .............................              F2

CONSOLIDATED BALANCE SHEETS ..............................              F3

CONSOLIDATED STATEMENTS OF OPERATIONS ....................              F4

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY              F5

CONSOLIDATED STATEMENTS OF CASH FLOWS ....................              F6-F7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ...............              F8-F23


                                      F-1

<PAGE>

KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C.
-------------------------------------------------------------------------------
15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 TEL (212) 406-7272 -
                                                 FAX (212) 513-1930

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
The Auxer Group, Inc.

We have audited the accompanying consolidated balance sheet of The Auxer Group,
Inc. as of December 31, 2001 and the related statements of operations, changes
in stockholders' equity and cash flows for the year 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 audit.

We conducted our audit 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 audit provides 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 The Auxer Group, Inc. at
December 31, 2001 and the results of its' operations and cash flows for the year
then ended in conformity with accounting principles generally accepted in the
United States of America.

The financial statements at December 31, 2000 and for the year then ended were
audited by other accountants, whose report dated November 30, 2001 expressed an
unqualified opinion on those statements. They have not performed any auditing
procedures since that date.

The accompanying financial statements have been prepared assuming that The Auxer
Group, Inc. will continue as a going concern. As more fully described in Note 2,
the Company has incurred operating losses since inception and requires
additional capital to continue operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management's

plans regarding these matters are described in Note 2. The financial statements

do not include any adjustments to reflect the possible effects on recoverability
and classification of assets or the amounts and classifications of liabilities
that may result from the possible inability of The Auxer Group, Inc. to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

Kempisty & Company
Certified Public Accountants PC
New York, New York

April 4, 2002

                                       F2

<PAGE>

                              THE AUXER GROUP, INC.

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                   December 31,             December 31,
                                                                                      2001                      2000
                                                                                      ----                      ----
                                     ASSETS
Current Assets
<S>                                                                           <C>                     <C>
     Cash                                                                     $            27,616     $           183,988
     Accounts receivable, net                                                             166,463                 232,171
     Inventory (Note 4)                                                                   479,928                 584,839
     Prepaid expenses                                                                                              25,105
                                                                                ------------------      ------------------
          Total Current Assets                                                            674,007               1,026,103

Property plant and equipment, net of accumulated depreciation                             474,360                 610,837
Security deposit                                                                           54,533                 131,079
Other receivables, net                                                                    183,900                  42,334
Net assets of discontinued operations                                                           -               1,432,676
                                                                                ------------------      ------------------
          Total Assets                                                        $         1,386,800     $         3,243,029
                                                                                ==================      ==================

                             LIABILITIES AND CAPITAL
Current Liabilities

     Accounts payable and accrued expenses (Note 5)                           $           438,742     $           364,275
     Credit line                                                                                -                  64,849
     Deferred sales                                                                       373,174                 468,312
     Notes payable                                                                        758,886               1,564,353
     Notes payable-shareholders                                                           113,054                  87,859
                                                                                ------------------      ------------------
          Total Current Liabilities                                                     1,683,856               2,549,648

Long term debt, less current maturities (Note 6)                                          895,303                   3,178
Common stock subject to rescission                                                        509,000               1,361,625

Commitments and contingencies (Note 9)

Stockholders' Equity (Deficit) (Note 8)
  Common stock, 1,000,000,000 shares authorized at $.001
    par value; issued and outstanding 138,117,072 at December
    31, 2001, 104,037,030 at December 31, 2000                                            138,117                 104,037
  Preferred stock 25,000,000 shares authorized at
    $.001 par value; 2,750,000 shares outstanding
    at December 31, 2001 and at December 31, 2000.                                          2,750                   2,750
Additional paid-in capital                                                              9,585,421               6,846,441
Accumulated deficit                                                                   (11,427,647)             (7,624,650)
                                                                                ------------------      ------------------
          Stockholders' (Deficit)                                                      (1,701,359)               (671,422)
                                                                                ------------------      ------------------
          Total Liabilities and Capital                                       $         1,386,800     $         3,243,029
                                                                                ==================      ==================
</TABLE>

                        See Notes to Financial Statements

                                       F3

<PAGE>

                              THE AUXER GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                               For the Year Ended
                                                                                                  December 31,
                                                                                          2001                    2000
                                                                                          ----                    ----
<S>                                                                           <C>                     <C>
Sales revenues                                                                $         2,714,018     $         1,909,189

Cost of sales                                                                           2,622,727               1,361,665
                                                                                ------------------      ------------------

Gross profit                                                                               91,291                 547,524

General and administrative expenses                                                     3,174,644               3,282,808
Depreciation and amortization                                                             140,022                 110,119
Interest expenses                                                                         517,905                  36,524
                                                                                ------------------      ------------------
                                                                                        3,832,571               3,429,451

    Loss from operations                                                               (3,741,280)             (2,881,927)

Other income and expenses
    Interest income                                                                         2,466                   5,037
                                                                                ------------------      ------------------

Net loss from continuing operations                                                    (3,738,814)             (2,876,890)

Gain (loss) from discontinued operations, net of taxes                                    (64,183)                 81,057
                                                                                ------------------      ------------------

Net loss                                                                      $        (3,802,997)    $        (2,795,833)
                                                                                ==================      ==================

Gain (loss) per common share from discontinued operations                     $             (0.00)    $              0.00
                                                                                ==================      ==================

Net loss per common share                                                     $             (0.03)    $             (0.03)
                                                                                ==================      ==================

Weighted average shares outstanding                                                   125,279,032              93,194,000
                                                                                ==================      ==================
</TABLE>

                       See Notes to Financial Statements.

                                       F4

<PAGE>

                              THE AUXER GROUP, INC.

       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT)
<TABLE>
<CAPTION>
                              Common Stock                Preferred Stock            Capital in
                            ($0.001 par value)          ($0.001 par value)           Excess of
                                Shares        Amount        Shares        Amount     Par Value         Deficit          Total
                                ------        ------        ------        ------     ---------         -------          -----
<S>                           <C>         <C>               <C>        <C>        <C>             <C>              <C>
Balance January 1, 2000        56,736,797 $     56,737      2,750,000  $    2,750 $    3,702,617  $    (4,828,817) $   (1,066,713)

Common stock issued for
     cash                      36,225,233       36,225              -           -      1,401,661                -       1,437,886

Common stock issued for
     goods and services         8,075,000        8,075              -           -      1,604,563                -       1,612,638

Common stock issued for
     acquisition                3,000,000        3,000              -           -        261,000                -         264,000

Net adjustment for common
    stock subject to rescission
    rights                              -            -              -           -       (123,400)               -        (123,400)

Loss for year ended
    December 31, 2000                   -            -              -           -              -       (2,795,833)     (2,795,833)
                              ------------  -----------  -------------   ---------  -------------   --------------   -------------

Balance December 31, 2000     104,037,030      104,037      2,750,000       2,750      6,846,441       (7,624,650)       (671,422)

Common stock and warrants
     issued for services       12,400,000       12,400              -           -        701,600                -         714,000

Exercise of option issued
     for services              15,000,000       15,000              -           -        781,875                -         796,875

Common stock issued for
     conversion of notes        6,680,042        6,680              -           -         12,158                -          18,838

Interest expense on issuance
     of convertible debt                -            -              -           -        390,722                -         390,722

Net adjustment for common
     stock subject to recission
     rights                             -            -              -           -        852,625                -         852,625

Loss for year ended
    December 31, 2001                   -            -              -           -              -       (3,802,997)     (3,802,997)
                              ------------  -----------  -------------   ---------  -------------   --------------   -------------

Balance December 31, 2001     138,117,072 $    138,117      2,750,000  $    2,750 $    9,585,421  $   (11,427,647) $   (1,701,359)
                              ============  ===========  =============   =========  =============   ==============   =============
</TABLE>

                       See Notes to Financial Statements.

                                       F5

<PAGE>

                              THE AUXER GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                               For the Year Ended
                                                                                                  December 31,
                                                                                         2001                    2000
                                                                                         ----                    ----
Operating Activities
<S>                                                                             <C>                     <C>
   Net income or (loss) from continuing operations                              $        (3,738,814)    $        (2,876,890)
   Adjustments to reconcile net (loss) ti net cash
      used by operating activities:
   Depreciation and amortization                                                            140,022                 110,119
   Common stock issued for services                                                       1,510,875               1,612,638
   Convertible loan interest                                                                390,722                       -
   Write off of discontinued operations                                                      56,730                       -
   Loss on abandonment                                                                       64,183                 (81,057)
   Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                                                65,708                 688,621
   (Increase) decrease in inventory                                                         104,911                 249,752
   (Increase) decrease in prepaid expenses                                                   25,105                 (17,105)
   (Increase) decrease in other receivables                                                (141,566)                (19,051)
   (Increase) decrease in accounts payable and accrued expenses                              74,467              (2,423,315)
   Increase (decrease) in deferred sales                                                    (95,138)                468,312
                                                                                  ------------------      ------------------
   Net cash (used) by operating activities                                               (1,542,795)             (2,287,976)

Investing Activities

   Purchase property, inventory and equipment                                                     -                (385,892)
   Proceeds from sale of fixed assets                                                        15,998                       -
   Security deposit                                                                          76,546                (116,183)
                                                                                  ------------------      ------------------
   Net cash provided(used) by investing activities                                           92,544                (502,075)

Financing Activities

   Borrowings/payments under line of credit agreement, net                                  (64,849)                 33,481
   Proceeds from long-term debt                                                             894,185               1,507,496
   Payments on short-term debt                                                             (805,747)                (22,538)
   Payments on long-term debt                                                                (1,780)                 (1,155)
   Shareholder loan payable                                                                  25,195                  10,469
   Sale of common stock                                                                   1,246,875               1,437,886
                                                                                  ------------------      ------------------
   Net cash provided by financing activities                                              1,293,879               2,965,639
                                                                                  ------------------      ------------------
   Increase (decrease) in cash                                                             (156,372)                175,588
   Cash at beginning of period                                                              183,988                   8,400
                                                                                  ------------------      ------------------
   Cash at end of period                                                        $            27,616     $           183,988
                                                                                  ==================      ==================

Supplemental Disclosures of Cash Flow Information:
  Cash paid during year for:
     Interest                                                                   $                 -     $                 -
                                                                                  ==================      ==================
     Income taxes (benefits)                                                    $                 -     $                 -
                                                                                  ==================      ==================
</TABLE>

                       See Notes to Financial Statements.

                                       F6

<PAGE>

                              THE AUXER GROUP, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
<TABLE>
<CAPTION>
                                                                                               For the Year Ended
                                                                                         December 31,
                                                                                          2001                    2000
                                                                                          ----                    ----

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------
   Non-cash investing and financing activities:

Common stock issued for the acquisition of Clifton Telecard
Alliance, Inc.
<S>                                                                           <C>                     <C>
                                                                              $                 -     $           264,000

Common stock issued for services                                                          264,000                       -

Common stock issued for conversion of notes                                                18,838                       -

Interest expense on issuance of convertible debt                                          390,722                       -

Net adjustment for common stock subject to recission rights                               852,625                (123,400)
</TABLE>

                       See Notes to Financial Statements.

                                       F7

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 1- ORGANIZATION OF COMPANY

     a.   Creation of the Company

          Auxer Industries, Inc. (the "Company") was formed on June 20, 1920
          under the laws of the State of Idaho as The Auxer Gold Mines. On May
          2, 1995 the certificate of incorporation was amended to change the
          name of the Company to Auxer Industries, Inc.

          On August 11, 1997 the Company incorporated in the State of Delaware
          under the name The Auxer Group, Inc. In September 1997 the
          shareholders of the company voted to exchange their shares on a one to
          one basis for shares in the new company, The Auxer Group, Inc. The new
          corporate name was effective January 1, 1998 for accounting and tax
          purposes.

     b.   Description of the Company

          The Company is an investment holding company that is comprised of five
          subsidiaries: the Harvey Westbury Corporation, Hardyston Distributors,
          Inc., CT Industries, Auxer Telecom, Inc. and Universal Filtration
          Industries.

          On April 18, 1995, the Company acquired CT Industries, Inc. ("CT"). A
          New Jersey corporation based in West Paterson, New Jersey. CT is a
          distributor of various automotive products.

          On February 8, 1996, the Company acquired Universal Filtration
          Industries, Inc. ("Universal Filtration") a New York corporation.
          Based in West Paterson, New Jersey, Universal Filtration has developed
          the "Fiona Micro Screen Filter", a replacement upgrade to a component
          of machinery used by the dry cleaning industry.

          On October 25, 1996, the Company acquired Harvey Westbury Corp.
          ("Harvey Westbury"), a New York corporation. Based in West Paterson,
          New Jersey, Harvey Westbury is a manufacturer and wholesaler of
          various automotive, marine and aviation products.

          On April 22, 1999, the Company formed Hardyston Distributors, Inc.,
          d/b/a The Mechanics Depot, a Nevada corporation. Based in northern New
          Jersey, Hardyston Distributors is an automotive parts distributor.

                                       F8

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 1- ORGANIZATION OF COMPANY (continued)

          On August 7, 2000, the Company formed Auxer Telecom Inc., a Delaware
          corporation. Auxer Telecom is a reseller of telecommunications access
          services with operations based in Los Angeles, CA.

          On August 7, 2000, the Company formed Clifton Telecard Inc., a
          Delaware corporation. Based in Northern New Jersey, Clifton Telecard
          is a wholesale distributor of prepaid phone cards. On May 16, 2001 the
          Company sold Clifton Telecard Inc.

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis of Financial Statement Presentation

          The accompanying financial statements have been prepared on a going
          concern basis, which contemplates the realization of assets and the
          satisfaction of liabilities in the normal course of business. The

          Company incurred net losses of $11,427,647 for the period from April
          18, 1995 to December 31, 2001. These factors indicate that the

          Company's continuation as a going concern is dependent upon its
          ability to obtain adequate financing.

          The Company will require substantial additional funds to finance its
          business activities on an ongoing basis and will have a continuing
          long-term need to obtain additional financing. The Company's future
          capital requirements will depend on numerous factors including, but
          not limited to, continued progress developing additional products,
          improved manufacturing efficiency, the building of inventory to meet
          fulfillment requirements for the Company's various automotive products
          and the completion of planned acquisitions. The Company plans to
          continue to engage in such ongoing financing efforts.

          The consolidated financial statements presented consist of the company
          and its wholly owned subsidiaries CT, Universal Filtration, Harvey
          Westbury, Hardyston Distributors Inc. and Auxer Telecom, Inc., all of
          which are under common control. Material inter-company transactions
          and balances have been eliminated in consolidation.

                                       F9

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          Earnings (Loss) per share

          Basic earnings (loss) per share is based on the weighted effect of all
          common shares issued and outstanding, and is calculated by dividing
          net income by the weighted average shares outstanding during the
          period. Diluted earnings (loss) per share is calculated by dividing
          net income by the weighted average number of common shares used in the
          basic earnings per share calculation plus the number of common shares
          that would be issued assuming conversion of all potentially dilutive
          common shares outstanding. Dilutive earnings (loss) per share are not
          presented since diluted securities have an anti-dilutive effect.

          Receivables

          Allowances against receivables are calculated equal to the estimated

          collection losses that will be incurred in collection of all
          receivables and a reserve for returns and discounts traditionally
          taken. Estimated allowances are based on historical collection
          experience coupled with a review of the current status of the existing
          receivables, and amounted to $26,505 at December 31, 2001 and $65,223
          at December 31, 2000.

          Property and Equipment

          Property and equipment are recorded at cost and are depreciated under
          the straight-line methods over the estimated useful lives of the
          related assets. Expenditures for major renewals and betterments that
          extend the useful lives of property and equipment are capitalized.
          Expenditures for maintenance and repairs are charged to expense as
          incurred.
<TABLE>
<CAPTION>
                                                                            December 31,            December 31,
          Equipment and leasehold consists of the following:                      2001                    2000
                                                                                  ----                    ----
<S>       <C>                                                             <C>                     <C>

          Vehicles                                                        $            29,539     $            38,036
          Machinery and equipment                                                     652,526                 645,895
          Furniture and fixtures                                                       21,748                  23,329
          Leasehold improvements                                                        2,121                   2,121
                                                                            ------------------      ------------------
                                                                                      705,934                 709,381
          Less: Accumulated depreciation and amortization                            (231,574)                (98,544)
                                                                            ------------------      ------------------
                                                                          $           474,360     $           610,837
                                                                            ==================      ==================

</TABLE>

                                       F10

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          Revenue Recognition

          The Company acts as principal in its revenue generating transactions,
          takes title to its products, and has risks and rewards of ownership.
          The Company recognizes revenues as earned. Amounts billed in advance
          of the period in which service is rendered are recorded as a liability
          under "deferred revenue." The Company's revenue recognition policy are
          the same for each product and subsidiary.

          Research and Development Expenses

          Research and development costs are charged to operations when
          incurred.

          Use of Estimates

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

          Impairment of Long-Lived Assets

          In the event that facts and circumstances indicate that the carrying
          value of long lived assets, including associated intangibles may be
          impaired, an evaluation of recoverability is performed by comparing
          the estimated future undiscounted cash flows associated with the asset
          to the assets carrying amount to determine if a write down to market
          value or discounted cash flows is required .

                                       F11

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          Off Balance Sheet Risk

          The Company purchases prepaid phone cards from various telephone
          companies who agree to provide long distance phone service to the
          cardholder after the Company activates the phone card when it is sold.
          In the event the long distance service provider does not provide the
          service or goes out of business, the Company would be responsible for
          refunding the purchase price of the phone card.

          The Company mitigates its risk by dealing with well-capitalized long
          distance service providers.

Note 3- ACQUISITIONS

          Acquisition of Telecommunications Switch Operations

          On August 24, 2000 the Company acquired two telecommunications excel
          switching platforms from Colbie Pacific Capital, an unrelated party,
          in exchange for a note payable in the amount of $558,000 (which

          includes imputed interest at 12% in the amount of $48,660). The
          Company placed these assets into its wholly-owned subsidiary, Auxer
          Telecom Inc., which started operations in December 2000. The note is
          currently in default.

          Acquisition of Wholesale Prepaid Phone Distribution Operation

          On September 22, 2000 the Company acquired the assets of Clifton
          Telecard Alliance Inc., ("CTA"), a New Jersey based telecommunications
          company, for a total purchase price of $964,000.

          The Company paid $500,000 to the shareholders of CTA at closing,
          issued 3 million shares of common stock valued at $264,000, and issued

          a note payable to them for $200,000 due in 2001, which is more fully
          described in Note 6.

          The excess of the amount paid over the fair value of CTA's
          identifiable net assets was $846,939, which has been reflected in the
          balance sheet as goodwill. The Company expects to benefit from the
          goodwill acquired in this transaction over a period of five years, and
          is amortizing the amount recorded using the straight-line method over
          that period.

          On May 16, 2001 the Company sold Clifton Telecard Inc. The unamortized
          portion of goodwill of $762,245 was expensed and included in the loss
          from discontinued operations.

                                       F12

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 4- INVENTORY

          Inventory consists of raw materials, work in process and finished
          goods and is valued at the lower of cost determined on the first-in,
          first-out method or market.

Note 5- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

          Accounts payable and accrued expenses consist of the following at
          December 31, 2001 and December 31, 2000:
<TABLE>
<CAPTION>
                                                                                  2001                    2000
                                                                                  ----                    ----
<S>       <C>                                                             <C>                     <C>

          Accounts payable on trade with other vendors                    $           368,606     $           337,572

          Customer deposits                                                            28,000                       -
          Accrued salaries                                                             20,000                  20,000
          Payroll taxes payable                                                         2,136                   6,285
          Sales tax payable                                                                 -                     418
                                                                            ------------------      ------------------

                                                                          $           418,742     $           364,275
                                                                            ==================      ==================

</TABLE>

Note 6- DEBT

          Security Agreement

          The Company has entered into a security agreement with Merchant
          Financial Corp. ("Merchant") to borrow money secured by the
          receivables evidenced by invoices of Harvey Westbury Corp. and
          personal guarantees by certain officers. Merchant agreed to lend an
          amount equal to 75% of the net value of all Harvey Westbury's accounts
          receivable at an interest rate of prime plus 5%. In July 2001 this
          agreement was terminated.

          Notes payable

          The following is a summary of long and short-term debt at December 31:

<TABLE>
<CAPTION>
                                                                                    2001                    2000
                                                                                    ----                    ----
<S>        <C>                                                             <C>                     <C>
           Notes payable to Creative Capital, payable on
           demand plus interest at a rate of 8%                            $            80,000     $            80,000

           Notes payable in connection with the purchase of
           the assets of CTA, principal payable in full on

           March 20, 2001                                                                    -                 200,000

</TABLE>

                                       F13

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 6- DEBT (continued)

          Notes payable (continued)
<TABLE>
<CAPTION>
<S>                                                                               <C>                     <C>
                                                                                          2001                       2000
                                                                                          ----                       ----
          Notes payable to Colbie Pacific Capital, due
          August 1, 2001, payable in 10 monthly principal
          and interest payments of $10,000 and one
          principal and interest payment of $458,000,
          secured by equipment. The note is currently in
          default.                                                                            495,855                 489,411

          Note payable to shareholders, payable on
          demand with no interest                                                             180,900                 240,000

          Note payable to certain shareholders, payable
          January 16, 2001, plus interest at a rate of 15%.                                         -                 551,685

          8% convertible debenture due January 2006                                           894,185                       -

          13.5% installment note, collateralized by vehicle,
          payable in monthly installments of $239 with the
          final payment due May 2001                                                                -                   1,406

          11.5% installment note, collateralized by vehicle,
          payable in monthly installments of $188 with the
          final payment due May 2003                                                            3,249                   5,029
                                                                                    ------------------      ------------------
                                                                                            1,654,189               1,567,531
                  Less current maturities                                                    (758,886)             (1,564,353)
                                                                                    ------------------      ------------------
                       Long Term Debt                                             $           895,303     $             3,178
                                                                                    ==================      ==================

</TABLE>

                                       F14

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 6- DEBT (continued)

          Notes payable (continued)

          In January 2001, the Company refinanced its note payable to certain
          shareholders in the amount of $551,685 and borrowed an additional
          $360,000 as part of an issuance of 8% convertible debentures, due on
          January 16, 2006, totaling $911,685. The notes are convertible by the
          holders into shares of the Company's common stock at any time at a
          conversion price per share equal to sixty-five percent (65%) (the
          "Discount Multiplier") of the Market Price. The notes are redeemable
          at the option of the Company at 130% of the principle amount plus
          accrued interest. In December 2001 $18,838 of the principle amount of
          debentures was converted into the Company's common stock.

Note 7- INCOME TAXES

          The Company provides for the tax effects of transactions reported in
          the financial statement. The provision, if any, consists of taxes
          currently due plus deferred taxes related primarily to differences
          between the basis of assets and liabilities for financial and income
          tax reporting. The deferred tax assets and liabilities, if any,
          represent the future tax return consequences of those differences,
          which will either be taxable or deductible when the assets and
          liabilities are recovered or settled. As of December 31, 2001, the
          Company had no material current tax liability, deferred tax assets, or
          liabilities to impact on the Company's financial position because the
          deferred tax asset related to the Company's net operating loss carry
          forward was fully offset by a valuation allowance.

          The Company has net operating loss carry forwards for income tax
          purposes of approximately $11,000,000 at December 31, 2001, and
          $7,600,000 at December 31, 2000. These carry forward losses are
          available to offset future taxable income, if any, and expire starting
          in the year 2012. The Company's utilization of this carry forward
          against future taxable income may become subject to an annual
          limitation due to a cumulative change in ownership of the company of
          more than 50 percent.

                                       F15

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 7- INCOME TAXES (continued)
<TABLE>
<CAPTION>
                                                                                         December 31,
           Deferred tax asset:                                                     2001                    2000
                                                                                   ----                    ----
<S>        <C>                                                              <C>                     <C>
           Net operating loss carry forward                                 $         3,740,000     $         2,584,000
           Valuation allowance                                                       (3,740,000)             (2,584,000)
                                                                             ------------------      ------------------
           Net deferred tax assets                                          $                 -     $                 -
                                                                             ==================      ==================
</TABLE>

          The Company recognized no income tax benefit for the loss generated
          for the periods through December 31, 2001.

          SFAS No. 109 requires that a valuation allowance be provided if it is
          more likely than not that some portion or all of a deferred tax asset
          will not be realized. The Company's ability to realize the benefit of
          its deferred tax asset will depend on the generation of future taxable
          income. Because the Company has yet to recognize significant revenue
          from the sale of its products, the Company believes that a full
          valuation allowance should be provided.

Note 8- BUSINESS AND CREDIT CONCENTRATIONS

          The amount reported in the financial statements for cash, trade
          accounts receivable and investments approximates fair market value.
          Because the difference between cost and the lower of cost or market is
          immaterial, no adjustment has been recognized and investments are
          recorded at cost.

          Financial instruments that potentially subject the company to credit
          risk consist principally of trade receivables. Collateral is generally
          not required.

Note 9- COMMITMENTS AND CONTINGENCIES

          Leases

          The Company has entered into lease agreements for office and warehouse
          space and equipment that expire at various times through 2005. Rental
          expense under the operating leases for 2001 was $133,006. Remaining
          commitments under operating leases are as follows:
<TABLE>
<CAPTION>
                       Year Ending December 31,
<S>                              <C>                    <C>
                                 2002                   $           104,286
                                 2003                               105,463
                                 2004                               104,652
                                 2005                                 8,500
                                                          ------------------
                                                        $           322,901
                                                          ==================
</TABLE>

                                       F16

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 10- SEGMENT INFORMATION

          Management Policy in Identifying Reportable Segments

          The Company's reportable business segments are strategic business
          units that offer distinctive products and services that are marketed
          through different channels. They are managed separately because of
          their unique technology, marketing, and distribution requirements.

          Types of Products and Services

          The Company is an investment holding company that is comprised of six
          subsidiaries: The Harvey Westbury Corp., Hardyston Distributors Inc.,
          CT Industries, Auxer Telecom Inc., Clifton Telecard Inc. and Universal
          Filtration Industries, Inc. Harvey Westbury is a manufacturer and
          wholesaler of various automotive, marine and aviation products.
          Hardyston Distributors is a Northern New Jersey based automotive parts
          distributor. CT industries is a distributor of various automotive
          products. Auxer Telecom is a reseller of telecommunications access
          services. Clifton Telecard is a Northern New Jersey based wholesale
          distributor of prepaid phone cards. Universal filtration has in the
          past manufactured and distributed filters used by the dry cleaning
          industry and is currently inactive.

          Segment Profit or Loss

          The Company's accounting policies for segments are the same as those
          described in the summary of significant accounting policies.
          Management evaluates segment performance based on segment profit or
          loss before income taxes and nonrecurring gains and losses. Transfers
          between segments are accounted for at market value. Operating
          expenses, such as rent, utilities, payroll and insurance, are attached
          to a segment and identified and allocated accordingly. Substantially
          all of the general and administrative expenses incurred pertain to
          merger and acquisition expenditures, including legal, administrative
          and consulting fees, which are primarily allocated to the parent
          company.

          Major Customer Information

          In 2001, sales to one customer represented $145,000 of the Company's
          consolidated revenue. This customer is served by the automotive
          group's operating segment.

                                       F17

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 10- SEGMENT INFORMATION (continued)

The Company's consolidated balance sheet consists of the following subsidiary
components as of December 31, 2001:

<TABLE>
<CAPTION>
                                                       Automotive        Telecom      Intercompany       Auxer Group
                                         Parent         Group             Group       Eliminations       Consolidated
                                         ------         -----             -----       ------------       ------------
Balance Sheet
<S>                                    <C>            <C>             <C>          <C>                <C>
Current Assets                         $   392,277    $   397,943     $    264,598 $        (380,811) $       674,007
Fixed Assets (net)                           8,285         44,469          421,606             --             474,360
Other Assets                             3,446,096          8,053           96,480        (3,312,196)         238,433
                                       -----------    -----------     ------------ -----------------  ---------------
Total Assets                           $ 3,846,658    $   450,465     $    782,684 $      (3,693,007) $     1,386,800
                                       ===========    ===========     ============ =================  ===============

Liabilities & Stockholders' Equity

Current Liabilities                    $   591,616    $ 2,128,585     $    2,557,940 $    (3,592,947) $     1,685,194
Long Term Liabilities                      893,965             --                 --              --          893,965
Common Stock Subject to Rescission         509,000             --                 --              --          509,000
Stockholders' Equity                     1,852,077     (1,678,120)        (1,775,256)       (100,060)      (1,701,359)
                                       -----------    -----------     ------------ -----------------  ---------------
Total Liabilities and Stockholders' Equity

                                       $ 3,846,658    $   450,465     $    782,684   $    (3,693,007) $     1,386,800
                                       ===========    ===========     ============ =================  ===============

The Company's consolidated statement of operations for the year ended December
31, 2001:

Statement of Operations
Revenues                              $          -    $   977,011  $       1,805,346 $       (68,339) $     2,714,018
Costs of Goods Sold                              -        811,707          1,879,359         (68,339)       2,622,727
                                       -----------    -----------     ------------ -----------------  ---------------

Gross Profit                                     -        165,304            (74,013)              -           91,291
Operating Expenses                       2,458,491        437,492            936,588               -        3,832,571
                                       -----------    -----------     ------------ -----------------  ---------------
Income (Loss) From Operations

                                        (2,458,491)      (272,188)        (1,010,601)              -       (3,741,280)
Other Income (Expense):
Interest Income                              1,029              -              1,437               -            2,466
Loss on Abandonment                        (64,183)             -                  -               -          (64,183)
                                       -----------    -----------     ------------ -----------------  ---------------

Net Income (Loss)                     $ (2,521,645) $    (272,188) $      (1,009,164)$             -  $    (3,802,997)
                                       ===========    ===========     ============ =================  ===============

</TABLE>

                                       F18

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 10- SEGMENT INFORMATION (continued)

The Company's consolidated balance sheet consists of the following subsidiary
components as of December 31, 2000:

<TABLE>
<CAPTION>
                                                              Automotive           Telecom          Intercompany        Auxer Group
                                             Parent              Group              Group           Eliminations       Consolidated
                                             ------              -----              -----           ------------       ------------
    Balance Sheet
<S>                                         <C>            <C>                      <C>            <C>               <C>
    Current Assets                          $    65,636    $   841,707              $    118,760   $           --    $    1,026,103
    Fixed Assets (net)                           11,192         62,469                   537,176               --           610,837
    Other Assets                              3,993,672         36,863                 1,541,641        (3,966,088)       1,606,088
                                            -----------    -----------              ------------   ---------------   --------------
    Total Assets                            $ 4,070,500    $   941,039              $  2,197,577   $    (3,966,088)  $    3,243,028
                                            ===========    ===========              ============   ===============   ==============

    Liabilities & Stockholders' Equity

    Current Liabilities                     $ 1,191,777    $ 2,691,189              $  1,568,709   $    (2,902,028)  $    2,549,647
    Long Term Liabilities                            --          3,178                        --                --            3,178
    Common Stock Subject to Rescission
                                              1,361,625             --                        --                --        1,361,625
    Stockholders' Equity                      1,517,098     (1,753,328)                  628,868        (1,064,060)        (671,422)
                                            -----------    -----------              ------------   ---------------   --------------
    Total Liabilities and Stockholders'
    Equity

                                            $ 4,070,500    $   941,039              $  2,197,577   $    (3,966,088)  $    3,243,028
                                            ===========    ===========              ============   ===============   ==============

The Company's consolidated statement of operations for the year ended December
31, 2000:

    Statement of Operations

    Revenues                                $        --    $ 1,705,952              $    225,184 $         (21,947)  $    1,909,189
    Costs of Goods Sold                              --      1,150,370                   233,242           (21,947)       1,361,665
    Gross Profit                                     --        555,582                    (8,058)               --          547,524
    Operating Expenses                        2,435,528        582,575                   411,348                --        3,429,451
                                            -----------    -----------              ------------   ---------------   --------------
    Income (Loss) From Operations

                                             (2,435,528)       (26,993)                 (419,406)               --       (2,881,927)
    Other Income (Expense):
    Interest Income                               4,337             --                       700                --            5,037
    Loss on Abandonment                          (2,517)            --                    83,574                --           81,057
                                            -----------    -----------              ------------   ---------------   --------------
    Net Income (Loss)                       $(2,433,708)   $   (26,993)             $    (335,132)$             --   $   (2,795,833)
                                            ===========    ===========              ============   ===============   ==============

</TABLE>

                                       F19

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 11- STOCK OPTION PLAN

          The Company has a Stock Option Plan (the "Plan") under which selected
          individuals may be granted options to purchase shares of the Company's
          authorized but unissued common stock. The maximum numbers of shares
          available for issuance under the Plan is twenty five million shares.
          As of December 31, 2001 the maximum number of shares available for
          future grants under the Plan is 23,000,000 shares. Under the Plan, the
          option exercise price may be more, equal to or less than the fair
          market value of the Company's common stock at the date of grant.
          Options currently expire no later than 5 years from the grant date and
          are 100% vested. Proceeds received by the Company from the exercise of
          stock options are credited to common stock and additional paid in
          capital. Additional information regarding the Plan's stock option
          activity is as follows:

<TABLE>
<CAPTION>
                                                                                         Weighted
                                                                   Number of              Average
                                                                    Shares            Exercise Price
<S>       <C>                                                          <C>         <C>

          Outstanding at December 31, 1999                                     -
          Granted                                                      2,000,000   $              0.05
                                                               ------------------    ------------------
          Outstanding at December 31, 2001 and 2000                    2,000,000   $              0.05
                                                               ==================    ==================

</TABLE>

          The Company accounts for its plan under APB Option No. 25 ("Accounting
          for Stock Issued to Employees"). Accordingly, compensation expense is
          recognized in the Company's financial statements when the exercise
          price of the Company's employee stock options is less than the market
          price of the Company's common stock on the date of grant. During 2000,
          the Company recorded compensation costs of $20,000 related to the
          stock option plan.

          The pro forma net income impact under Financial Accounting Standards
          Board Statement No. 123 ("Accounting for Stock-Based Compensation") is
          not material.

          During 2001 the Company issued a non qualified option to purchase
          $1,000,000 worth of common shares at 15% discount to the market price
          on the date of exercise for consulting services performed in 2001.
          This option expires on March 8, 2011. During 2001 the consultant
          exercised $796,875 of the option for 15,000,000 common shares at a
          price of $0.053 per share which was 15% below the market price of
          $0.0625 on the date of exercise. The amount remaining on the option at
          December 31, 2001 is $203,125. At December 31, 2001 the Company would
          have had to issue approximately 24,000,000 common shares if the option
          was exercised.

                                       F20

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 12- COMMON STOCK WARRANTS

          Common Stock Warrants
          ---------------------

          During 2001 warrants to purchase 4,500,000 shares of common stock at
          various prices were granted to a consultant. The exercise price was
          equal to or greater than the current market price of the stock on the
          date granted. All warrants expire December 31, 2002, if not exercised.
          At December 31, 2001 the per share exercise prices of these warrants
          are as follows:

<TABLE>
<CAPTION>
                                                                         Exercise             Year of
              Year of Issue                          Shares               Price             Expiration
              -------------                          ------               -----             ----------
<S>               <C>                                  <C>                      <C>            <C>
                  2001                                 2,500,000                0.075          2002
                  2001                                 1,000,000                0.100          2002
                  2001                                 1,000,000                0.150          2002
                                                -----------------
                                                       4,500,000
                                                =================
</TABLE>

          The following is a summary of warrant transactions:
<TABLE>
<CAPTION>
                                                                     December 31,
                                                                        2001
<S>       <C>                                                            <C>
          Outstanding at beginning of period                                     -
          Granted during the period                                      4,500,000
                                                                   ----------------
               Outstanding and eligible for exercise                     4,500,000
                                                                   ================

</TABLE>

Note 13- STOCKHOLDERS' EQUITY

          During March 2001 the Company issued 6,000,000 common shares for
          consulting services valued at $450,000 or $0.075 per share.

          During March 2001 the Company issued 1,400,000 common shares for
          consulting services valued at $84,000 or $0.06 per share.

          During March 2001 a consultant exercised a stock option for 15,000,000
          common shares for $796,875.

          During April 2001 the Company issued 4,000,000 common shares to a
          consultant for services valued at $144,000 or $0.036 per share.

          During April 2001 the Company issued 1,000,000 common shares for legal
          services valued at $36,000 or $0.036 per share.

                                       F21

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 13- STOCKHOLDERS' EQUITY (continued)

          On December 27, 2001 the Company issued 6,680,042 shares of common
          stock in exchange for $18,838 of convertible notes payable.

          On January 2, 1999, the Company issued 1,500,000 shares and 1,250,000
          shares of the Company's preferred stock valued at $0.15 per share to
          Eugene Chiaramonte, Jr. and Ronald Shaver, respectively, as repayment
          of loans in the amount of $15,000, reimbursement of expenses of
          $12,500, and deferred compensation of $208,500 and $173,750.

          The Preferred Stock is convertible at any time, at the holder's
          option, into shares of the Company's common stock at a rate of ten
          shares of common stock for each share of preferred stock.

          The Company has potential liability attributable to common stock
          rescission rights as follows:
<TABLE>
<CAPTION>
                            Year Ending December 31,                                          Shares              Amount
                            ------------------------                                          ------              ------
<S>                                   <C>                                                      <C>          <C>
                                      2000                                                     39,440,000   $       1,361,625
                                      2001                                                     21,792,157             509,000
                                      2002                                                      5,446,079              61,250
                                      2003                                                      3,446,079              41,250
</TABLE>

Note 14- DISPOSAL OF SUBSIDIARY

          On May 16, 2001, the Company entered into a stock agreement to sell
          Clifton Telecard Inc., a wholly owned subsidiary. Accordingly, the
          operations of the distribution division as well as the loss on the
          sale have been reported separately as discontinued operations in the
          accompanying financial statements.

          Summarized results of operations for the subsidiary at December 31,
          2001 consist of the following:

          Net Sales                                   $       9,964,767
          Income from Discontinued Operations         $          72,533

                                       F22

<PAGE>

                              THE AUXER GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 15- SUBSEQUENT EVENTS

          During January and February 2002 the Company entered into a new
          factoring agreement to borrow money secured by the receivables and
          inventory of Harvey Westbury Corp. with a personal guaranteee from the
          president of the Company. Additionaly, the Company obtained a $100,000
          unsecured line of credit for Harvey Westbury Corp., a lending
          institution personally guaranteed by the president of the Company. In
          the event the president of the Company has to pay back the loans, the
          Company will issue the president sufficient shares to cover the debt
          payments.

          On March 18, 2002 Auxer Telecom, Inc. was disolved.

                                       F23

<PAGE>

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

On March 19, 2002 we dismissed Kaloseih, Shackil & Meola, CPAs, P.C. as our
principal accountant and engaged Kempisty & Company, Certified Public
Accountants, P.C., as our principal independent accountants to audit our
financial statements for the year ended December 31, 2001.

The reports of Kaloseih, Shackil & Meola, CPAs, P.C. on our financial statements
for the years ended December 31, 2000 and December 31, 1999 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope or accounting principles.

The decision to change accountants was approved by our Board of Directors. Our
Board of Directors determined that our auditing needs could be handled by
Kempisty & Company, Certified Public Accountants, P.C., as efficiently and more
economically compared to the former accounting firm.

During the years ended December 31, 2000 and December 31, 1999 and through March
19, 2002, there were no disagreements with Kaloseih, Shackil & Meola, CPAs, P.C.
on any matter of accounting principles or practices, financial statement
disclosures or audit scope or procedure, which disagreements if not resolved to
the satisfaction of Kaloseih, Shackil & Meola, CPAs, P.C. would have caused them
to make reference in their reports on the financial statements for such periods.

                                       38
<PAGE>

PART III

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

Our directors and officers as of December 31, 2001, are set forth below. The
directors hold office for their respective term and until their successors are
duly elected and qualified. Vacancies in the existing Board are filled by a
majority vote of the remaining directors. The officers serve at the will of the
Board of Directors.
<TABLE>
<CAPTION>
NAME                                        AGE           POSITION
                                            ---           --------
<S>                                         <C>           <C>
Eugene Chiaramonte, Jr.                     56            Director, President, Treasurer
                                                          Secretary and Chief Executive Officer

Ernest DeSaye, Jr.                          37            Manager,  Harvey Westbury Corp.

</TABLE>

Eugene Chiaramonte Jr. has served as Director, President and Chief Executive
Officer of the Auxer Group since April 1995. He assumed the position of
Secretary and Treasurer in 1998. Mr. Chiaramonte was a founder and has
served as Director and Secretary of the Auxer Group's subsidiary, CT Industries
since June 1994. Additionally, he has served as Director and Secretary of the
Harvey Westbury Corp. since October 1996 and a co-founder, Director and
Secretary of Hardyston Distributors since April 1999, is a Director and
Secretary of Auxer Telecom Inc. since August 2000.

Ernest DeSaye has served as the Manager for Hardyston Distributors, doing
business as The Mechanics Depot, from April 1999 until the middle of 2001. At
such time, he became the manager of Harvey Westbury Corp. From 1991 to April
1999, Mr. DeSaye had operated as a sole proprietor distributing automotive parts
and accessories to the local automotive community. From 1981 to 1991,he was a
chief mechanic and co-owner at Vernon Transmission and Auto Repair.

                                       39
<PAGE>

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

Compliance with Section 16(a) of the Exchange Act
--------------------------------------------------

We have not filed a Form 5 for our fiscal year ended December 31, 2001.

ITEM 10. EXECUTIVE COMPENSATION

The following information relates to compensation received by our Chief
Executive Officer in 2001, and to our executive officers who were serving as of
December 31, 2001, whose salary and bonus during fiscal 2001 exceeded $100,000
or we determine that disclosure should be made.

Summary Compensation Table
<TABLE>
<CAPTION>

Name &                                            Other             All
Principal Position      Year          Salary      Bonus             Annual            Other
- ------------------      ----          -----      ------             Compensation      Compensation
                                                                    ------------      ------------
<S>                     <C>         <C>           <C>               <C>               <C>
Eugene Chiaramonte      2001        $136,000      $      0          $      0          $      0
                        2000         $78,000      $      0          $      0          $      0
Chief Executive         1999         $60,000      $      0          $      0          $208,500
Officer (1)(3)          1998         $     0      $      0          $      0          $      0

Ernest DeSaye Jr. (2)   2001        $ 50,000      $      0          $      0          $      0
                        2000        $ 47,300      $      0          $      0          $      0
Hardyston Operations    1999        $ 45,000      $      0          $      0          $      0
                        1998        $      0      $      0          $      0          $      0

</TABLE>

                                       40
<PAGE>

(1)  In January 1999, Mr. Chiaramonte was issued 1,500,000 shares of the Auxer
     Group's preferred stock valued at $225,000 of which $15,000 was issued to
     repay a loan and $208,000 was issued as deferred compensation. Mr.
     Chiaramonte was paid no compensation during the years of 1997 and 1998. Mr.
     Chiaramonte is being paid a salary of $136,100 per annum in 2001. Mr.
     Chiaramonte was granted 100,000 shares on May 1, 2000 of the Auxer Group's
     common stock under the August 19, 1997 Nonstatutory Option Plan. Mr.
     Chiaramonte was granted options to purchase 7,500,000 shares under Auxer's
     2000 stock option plan on June 26, 2001 of the Auxer Group's common stock.

 (2)  Mr. DeSaye was not an officer of the Auxer Group's subsidiary Hardyston
     Distributors, doing business as The Mechanics Depot, until April 1999. Mr.
     DeSaye is being paid a salary of $51,200 per annum in 2001. Mr. DeSaye was
     granted options to purchase 100,000 shares on May 1, 2000 of the Auxer
     Group's common stock under the August 19, 1997 nonstatutory option plan.
(3)  The Auxer Group in error accrued as salary for Mr. Chiaramonte for the
     years ended December 31, 1995, 1996, and 1997 at $100,000 per year for the
     total of $300,000. On July 6, 1999, the parties agreed that the accrued
     compensation would not be paid. In addition, the Auxer Group retroactively
     restated the financial statements for the years ended December 31, 1998 and
     1997 to reflect a one time change in accounting principals.

The following table sets forth information with respect to the grant of options
to purchase shares of common stock during the fiscal year ended December 31,
1999, to each person named in the Summary Compensation Table.

                                       41
<PAGE>

                      Option/SAR Grants In The Last Fiscal Year

<TABLE>
<CAPTION>
                                    NUMBER OF             % OF TOTAL
                                      SECURITIES         OPTIONS/SARs
                                    UNDERLYING           GRANTED TO         EXERCISE OR        EXPIRATION
                                      OPTIONS/SARs         EMPLOYEES          BASE PRICE          DATE
NAME                                  GRANTED (#)          IN FISCAL YEAR      ($/SH)
                                      -----------          --------------      ------
<S>                                    <C>                 <C>                   <C>           <C>
Eugene Chiaramonte, Jr.               100,000                5%                  $0.05          5-1-2005
                                    7,500,000               39%                  $0.01         6-15-2006

Ernest DeSaye, Jr.                    100,000                5%                  $0.05           5-1-2005

</TABLE>

The Auxer Group's stockholders approved the adoption of a Nonstatutory Option
plan on August 11, 2000. The Auxer Group reserved 25,000,000 shares of the Auxer
Group's common stock which may be granted to employees, officers, directors,
consultants of the Auxer Group and any other parties who have made a significant
contribution to the business and success of the Auxer Group. As of July 2001,
19,250,000 options had been granted to Eugene Chiaramonte, Jr., Ronald Shaver,
Ryan Shaver and other Auxer employees.

The Auxer Group's stockholders approved the adoption of a Nonstatutory Option
plan at the August 19, 1997 shareholder's meeting at which the Auxer Group
reserved 2,000,000 shares of the Auxer Group's common stock which would be
granted to employees, officers, directors, and consultants to the Auxer Group.
The option plan was to be administered by the Board of Directors and would not
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code.

The Plan shall be administered by the board of directors of the Auxer Group or
by an option committee to be established by the board of directors of the Auxer
Group. Participants in the Plan shall be employees, officers, directors,
consultants of the Auxer Group or any other business and success of the Auxer
Group as may be selected from time to time by the Board in its discretion.

No options shall be granted under the Plan after March 31, 2001, but Options
already granted may extend beyond that date. The number of Shares which may be
issued under the Plan shall not exceed 2,000,000 in the aggregate. To the extent
that any Option granted under the Plan shall expire or terminate unexercised or
for any reason become unexercisable. Such Shares shall thereafter be available
for further grants under the Plan.

                                       42
<PAGE>

As of December 31, 2001, options under the Plan approved on August 19, 1997 were
no longer allowed to be granted; all 2,000,000 reserved shares of the Auxer
Group's common stock were issued prior to March 31, 2001.

All options granted under the Plan shall be subject to the following terms and
conditions:

(a)  The exercise price under each option shall be determined by the Board and
     may be more, equal to or less than the then current market price of the
     Shares as the Board may deem to be appropriate;

(b)  Period of an Option shall not exceed five years from the date of grant;

(c)  Each Option shall be made exercisable at such time or times, whether or not
     in installments, as the Board shall prescribe at the time the Option is
     granted and the person electing to exercise an Option shall give written
     notice to the Auxer Group of his/her election and of the number of shares
     he/she has elected to purchase and shall at the time of such exercise
     tender the purchase price of the shares he/she has elected to purchase.

(d)  Upon exercise of any Option granted, payment in full shall be made at the
     time of such exercise for all such shares then being purchased.

(e)  No options may be transferred by the Participant otherwise than by will or
     by the laws of descent and distribution, and during the participant's
     lifetime the Option may be exercised only by the Participant.

(f)  If the Participant is an employee and his/her employment terminates for any
     reason other than his/her death, the Participant may, unless discharged for
     cause, afterwards exercise his/her Option.

(g)  If prior to the expiration date of a participant Option, an Optionee shall
     retire or resign with the Auxer Group's consent, such Option may be
     exercised in the same manner as if the Optionee had continued in the Auxer
     Group's employ.

(h)  If a participant dies at a time when he/she is entitled to exercise an
     Option, then at any time or times within 1 year after his/her death, or
     such further period as the Board may allow, such Option may be exercised,
     as to all for any of the shares which the Participant was entitled to
     purchase prior to his/her death.

     In the event of a stock dividend, stock split or recapitalization or merger
     in which the Auxer Group is the surviving corporation, or other similar
     capital change, the number and kind of shares of stock or securities of the
     Auxer Group to be subject to the Plan and to Options then outstanding or to
     be granted under, the maximum number of Shares or securities which may be
     issued or sold under the Plan, the exercise price and other relevant
     provisions shall be appropriately adjusted by the Board of the Auxer Group,
     the determination of which shall be binding on all persons.

                                       43
<PAGE>

The Board may at any time discontinue granting options under the Plan. The Board
of the Auxer Group may at any time amend the Plan or amend any outstanding
option for the purpose of satisfying the requirements of any changes in
applicable laws or regulations or for any other purpose which may at the time be
permitted by law.

As of December 31, 2001, 2,000,000 options had been granted and no options had
been exercised.

The following table sets forth information with respect to the exercise of
options to purchase shares of our common stock during the fiscal year ended
December 31, 2001, to each person named in the Summary Compensation Table and
the unexercised options held as of the end of 2001 fiscal year.

Aggregated Option/SAR Exercises In Last Fiscal Year And 2001 Fiscal Year End
Option/SAR Values
<TABLE>
<CAPTION>
                                                                                 NUMBER OF             VALUE OF
                                                                                 SECURITIES            UNEXERCISED
                                    SHARES               VALUE                   UNDERLYING            IN-THE-MONEY
                                    ACQUIRED             REALIZED                UNEXERCISED           OPTIONS/SARs AT
                                    ON         ($)                               OPTIONS/SARs AT       2000 FISCAL YEAR
                                                                                 2000 FISCAL           END ($)
                                    EXERCISE                                     YEAR END (#)          EXERCISEABLE/
                                   (#)                                           EXERCISABLE/          UNEXERCISABLE
NAME                                                                             UNEXERCISABLE
<S>                                    <C>                     <C>                       <C>           <C>
Eugene Chiaramonte, Jr.                0                       0                         NONE           0
Ernest DeSaye Jr.                      0                       0                         NONE           0
</TABLE>

Long-Term Incentive Plans-Awards In Last Fiscal Year
<TABLE>
<CAPTION>

                                NUMBER OF         PERFORMANCE OR           ESTIMATED FUTURE
                                SHARES,           OTHER PERIOD             PAYOUTS UNDER NON-
                                UNITS OR          UNTIL                    STOCK PRICE-BASED
                                OTHER RIGHTS      MATURATION OR               PLANS
NAME                                              PAYOUT
                                                                           THRESHOLD          TARGET
<S>                                     <C>                <C>                      <C>            <C>
Eugene Chiarmonte, Jr.                  0                  0                        0              0
Ernest DeSaye Jr.                       0                  0                        0              0
</TABLE>

                                       44
<PAGE>

Executive Employment Agreements:

Effective June 26, 2001, the Auxer Group entered into an Employment Agreement
with Eugene Chiaramonte, Jr. Mr. Chiaramonte was employed as President of the
Auxer Group. The Agreement is for a term of 1 year. The terms of the Agreement
are as follows: Gross salary:$5,770 bi-weekly as gross salary; Term: 1 year
commencing June 26, 2001; Additional compensation: Employee will be granted the
option to purchase an aggregate of 7,500,000 shares of The Auxer Group, Inc.
common stock, $0.001 par value per share, at an exercise price of $0.01. Mr.
Chiaramonte's employment only requires him to devote 50% of his time to the
business of the Auxer Group. Mr. Chiaramonte is presently not involved in any
other business activities and devotes 100% of his time to the business of the
Auxer Group.

Effective April 22, 1999, the Auxer Group entered into an Employment Agreement
with Ernest DeSaye Jr. Mr. DeSaye was employed as manager of the Auxer Group's
subsidiary, Hardyston Distributors, doing business as The Mechanics Depot. The
Agreement is for a term of 5 years and provides for an annual base salary in
1999 of $45,000 with a 5% increase being made on each anniversary date of this
Agreement. The Agreement provides for incentive payments in cash and stock or
stock options based on gross profits of Hardyston Distributors. More
specifically, the terms are as follows: Gross salary: $1,731 bi-weekly with a 5%
increase on each anniversary of the agreement; Term: 5 years commencing April
22, 1999; Additional compensation: 1% of the gross profits of Hardyston
Distributors derived from accounts purchased by the Auxer Group on the date of
the acquisition April 22, 1999; 2% of the gross profits on all new clients for
the initial 12 month period of the client's billings; stock or stock options
equal to 1% of gross profits on all supervised accounts in excess of $1,000,000
in total revenue for a fiscal year; stock or stock options equal to .5% of gross
profits on all supervised accounts in excess of $2,000,000 in total revenue for
a fiscal year. When Mr. DeSaye became manager of Harvey Westbury Corp., the
employment agreement was assigned to Harvey Westbury Corp.

                                       45
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             Principal Shareholders

The following table sets forth information regarding the Auxer Group's common
and preferred stock beneficially owned on December 31, 2001, for (i) each
shareholder known by the Auxer Group to be the beneficial owner of 5% or more of
the Auxer Group's outstanding common and preferred stock, (ii) each of the Auxer
Group's executive officers and directors, and (iii) all executive officers and
directors as a group. In general, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to vote or direct the
disposition of such security. A person is also a beneficial owner of any
security of which the person has the right to acquire beneficial ownership
within 60 days. At December 31, 2001, there were 138,117,072 shares of common
stock outstanding and 165,617,072 shares of common stock on a fully diluted
basis if preferred shares were converted at the rate of 10 shares of common
stock for each share of preferred stock and 2,750,000 shares of preferred stock
outstanding. Class of Security- Common Stock

<TABLE>
<CAPTION>
                                               Number of Shares of
Name of Beneficial                             Common Stock                       % of Beneficial
Identity of Group                              Beneficially Owned                 Ownership
                                               ------------------                 ---------
<S>                                             <C>                               <C>

Eugene Chiaramonte, Jr.                           17,173,886                       10.37%

Ernest DeSaye, Jr.                                   836,700                        0.51%

Starling Corp.(1)                                 20,260,000                         7.93%
c/o Perrin Holden Davenport Capital Corp.
5 Hanover Square, Mezzanine Level
New York, New York 10004

Ted Liebowitz (2)                                 17,630,000                         6.90%

Ronald Shaver                                     13,100,000                         7.91%

All Executive Officers and Directors
as a Group (  2 persons)                          18,010,586                        10.87%

</TABLE>

                                       46
<PAGE>

Class of Security- Preferred Stock

<TABLE>
<CAPTION>
Name and Address of                             No. of Shares                   Percent
Beneficial Owner                                Beneficially Owned              of Class
                                                ------------------              --------
<S>                                               <C>                            <C>
Eugene Chiaramonte, Jr.                           1,500,000                      54.5%
                                                  Converts To:
                                                  15,000,000
                                                  Common Stock

Ronald Shaver                                     1,250,000                      45.5%
                                                  Converts To:
                                                  12,500,000
                                                  Common Stock

All Executive Officers and Directors
as a Group (1 persons)                            1,500,000                      54.5%
</TABLE>

(1) Lawrence Abrams is the principal shareholder of Starling Corp. Starling
Corp. is a Regulation D Investor in the Auxer Group's recent financing. The
documents related to the financing prohibit Starling Corp. from converting
debentures to shares so that Starling Corp. can not own 10% or more of the
outstanding shares of the common stock of the Auxer Group. The percentage of
shares listed for Starling Corp. only assume that the maximum amount of shares
being registered, 92,468,501, will be issued. Therefore, 255,360,573 shares are
being used for this calculation for Starling Corp. only.

(2) The documents related to the financing prohibit Ted Liebowitz from
converting debentures to shares so that Ted Liebowitz can not own 10% or more of
the outstanding shares of the common stock of the Auxer Group. The percentage of
shares listed for Ted Liebowitz only assume that the maximum amount of shares
being registered, 92,468,501, will be issued. Therefore, 255,360,573 shares are
being used for this calculation for Ted Liebowitz only.

The addresses for the above individuals is c/o The Auxer Group, Inc., 12 Andrews
Drive, West Paterson, New Jersey 07424.

                                       47
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In January 1999, the Auxer Group issued  2,750,000  shares of preferred stock to
Mr.  Chiaramonte,  Jr.  and Mr.  Shaver  in  connection  with  loans  due to Mr.
Chiaramonte  and  expenses  reimbursed  for Mr.  Shaver.  In January  1999,  Mr.
Chiaramonte  was issued  1,500,000  shares of the Auxer Group's  preferred stock
valued at $225,000, of which $15,000 was issued to repay a loan and $208,500 was
issued as  deferred  compensation.  In  January  1999,  Mr.  Shaver  was  issued
1,250,000  shares of the Auxer Group's  preferred  stock valued at $187,500,  of
which  $12,500  was issued to  reimburse  expenses  and  $173,750  was issued as
deferred compensation.

In April 1999, the Auxer Group issued 836,700 shares of its common stock to Mr.
DeSaye Jr. in connection with the purchase of automotive parts inventory and
assets valued at $104,945. The Auxer Group also paid $15,000 in cash towards the
purchase price. The Auxer Group's subsidiary Hardyston Distributors, doing
business as The Mechanics Depot, entered into a 5 year employment agreement with
Mr. DeSaye whereas he will be compensated with a salary of $45,000 per annum in
1999 with a 5% increase annually during the term of the employment agreement.
Under the terms of the agreement, Mr. DeSaye will receive stock options or
additional stock in connection with the performance of Hardyston Distributors.

The Auxer Group had a consulting relationship with Mr. Ronald Shaver. Mr. Shaver
was a consultant to Harvey-Westbury Corp.

On September 21, 2000, in connection with the sale of the assets of Clifton
Telecard Alliance, Mr. Mustafa Qattous was issued 1,000,000 shares of our common
stock at a value of $81,000. Additionally, Mustafa Qattous signed an employment
agreement with Clifton Telecard, Inc. for three years, effective September 22,
2000, at a rate of $10,000 bi-weekly. On May 16, 2001, Mustafa Qattous resigned
from his position as President of Operations and his employment agreement was
terminated. Under the terms of the agreement, Mustafa Qattous kept his initial
1,000,000 shares our of common stock and forfeited any remaining compensation
against his three contracts including any additional options and/or cash.

On May 16, 2001, we sold 100% of the stock of Clifton Telecard, Inc. to Kattosko
Communications. Mohd Qattous, the father of Mustafa Qattous, our president of
operations at the time of the sale, is the principal shareholder, officer and
director of Kattosko Communications. At the same time as this transaction
closed, Mustafa Qattous resigned as our president of operations and his
employment agreement with us was terminated.

                                       48
<PAGE>

                                RECENT FINANCING

In December 2000, we entered into 6 bridge loan agreements with the following
parties aggregating $545,000: Kador Investment Co. Ltd. invested $100,000, Ted
Liebowitz invested $100,000, Starling Corp. invested $200,000, Jacqueline
Balough invested $25,000, Rina Sugarman invested $70,000 and Leon Kahn invested
$50,000. Such parties bridge investors each received a promissory note or bridge
loan note from us in the principal amount set forth above and converted their
bridge loan notes into a Regulation D offering which was undertaken in January
2001. In addition to the bridge investors, the following parties invested in the
Regulation D offering aggregating $360,000: Yosef Davis invested $100,000, Louis
Wolcowitz invested $35,000, Joseph McGuire and Wilma Rossi, jointly, invested
$50,000, Michael Koretsky invested $25,000, Farnsworth Associates, Inc. invested
$25,000, Kurt Fichthorn invested $50,000 and Ted Liebowitz invested $75,000.
This amount by Mr. Liebowitz was in addition to his bridge loan investment of
$100,000. The bridge investors converted their bridge notes in to the Regulation
D offering at the following amounts based on interest on the bridge loan notes:
Kador Investment Co. Ltd. invested $101,300), Ted Liebowitz invested $101,300),
Starling Corp. invested $202,600, Jacqueline Balough invested $25,325, Rina
Sugarman invested $70,676.67 and Leon Kahn invested $50,483.34. The bridge
investors and the investors in the Regulation D offering shall be collectively
referred to as the "Regulation D Investors." Perrin, Holden and Davenport
Capital Corp. arranged the financing and received warrants to purchase 1,165,000
shares of our common stock. The exercise price of such warrant is based on the
closing bid price of our shares of common stock on the date the warrant was
issued. In addition, Intercontinental Capital Corp. and Seth A. Farbman each
received 67,500 warrants to purchase shares of our common stock at $0.0833 per
warrant. Additionally, International Capital Corp. received a finders fee of
$5,400 for introducing us to Perrin Holden and Davenport.

Specifically, Intercontinental Capital Corp. and Seth A. Farbman did not
negotiate the transactions, did not have contact with or solicit any of the
purchasers, did not hold any funds or securities, did not participate in the
establishment of the purchase price or any of the terms of the services or
agreements, the warrants referenced were not based on a specified percentage of
aggregated funds raised and did not prepare or offer any materials for the
transaction.

                                       49
<PAGE>

<TABLE>
<CAPTION>
INVESTOR                        AMOUNT OF INVESTMENT(1)             MAXIMUM AMOUNT TO BE      AMOUNT
                                                                    OFFERED FOR SECURITY      OWNED AFTER OFFERING
                                                                    HOLDER'S ACCOUNT(2)       IS COMPLETED(3)
<S>                            <C>                                 <C>
Kador Investment                $100,000 ($101,300 with             10,130,000                -0-
Co. Ltd.(4)                     interest)
Ted Liebowitz                   $100,000 ($101,300 with             10,130,000                -0-
                                interest)
                                $75,000                              7,500,000                -0-
Starling Corp.(4)               $200,000 ($202,600 with             20,260,000                -0-
                                interest)
Jacqueline Balough              $25,000 ($25,325 with                2,532,500                -0-
                                interest)
Rina Sugarman                   $70,000 ($70,676.67                  7,067,667                -0-
                                with interest)
Leon Kahn                       $50,000 ($50,483.34                  5,048,334                -0-
                                with interest)
Yosef Davis                     $100,000                            10,000,000                -0-
Louis Wolcowitz                 $35,000                              3,500,000                -0-
Joseph McGuire and
Wilma Rossi                     $50,000                              5,000,000                -0-
Michael Koretsky                $25,000                              2,500,000                -0-
Farnsworth
Associates Inc.(4)              $25,000                              2,500,000                -0-
Kurt Fichthorn                  $50,000                              5,000,000                -0-
                                -------                             ---------
                               $905,000                            91,168,501
                              ($911,685.01 with interest)         (based on $911,685.01)
</TABLE>

(1) The Bridge Loan Notes accrued interest prior to conversion into the
Regulation D offering. Each Bridge Loan investor converted their respective
Bridge Loan Notes into 8% Convertible Debentures in the Regulation D offering.
The principal amount of the 8% Convertible Debentures for such investors
includes interest accrued on the Bridge Loan Notes.

(2) The conversion has been calculated based on the maximum number of shares the
investors can receive in accordance with the 8% Convertible Debentures.

(3) The percentages are based on a total of 221,218,567 shares. This number has
been calculated as follows: outstanding shares as of December 4, 2001 -
131,475,066; plus maximum amount of shares registered - 92,468,501; less
2,725,000 shares previously issued as part of the shares being registered. The
maximum number of shares is based on a conversion price of $0.01 per share.

                                       50
<PAGE>

(4) The principals for the following corporations are as follows: Kador
Investment Co. Ltd.: Gerald Selbst; Starling Corp.: Lawrence Abrams; and
Farnsworth Associates, Inc.: Michael Koretsky; Perrin Holden & Davenport Capital
Corp. - Nelson Braff and Jody Eisenman; and Intercontinental Capital Corp. -
Gerald Alexander.

To date, we have issued the following shares to the Regulation D Investors which
shares were issued as part of the December 2000 bridge loan agreements:

Kador Investment Co. Ltd. - 500,000 shares; Ted Liebowitz - 500,000 shares;
Starling Corp. - 1,000,000 shares; Jacqueline Balough - 125,000 shares Rina
Sugarman - 350,000 shares; Leon Kahn - 250,000 shares. These shares are included
in the above table and are being registered for resale in this document.

Terms of the Regulation D Offering

Each Regulation D Investor received an 8% Convertible Debenture in the principal
amount set forth above. The debentures are all dated January 16, 2001 are for a
term of 5 years and accrue interest at the rate of 8% per annum. At our option,
interest on the Debentures may be payable by conversion into our Common Stock.
Notwithstanding same, we must pay interest in cash prior to this registration
statement becoming effective.

The Debentures may be converted into our common stock by multiplying the
conversion amount that a Regulation D Investor converts times 65% or the
Conversion Factor of the market price of our common stock. The market price is
calculated by averaging the 3 lowest closing bid prices on our common stock for
the 10 trading days prior to conversion. We executed a Registration Rights
Agreement with each Regulation D Investor. Such agreement requires us to
register the maximum number of shares issuable upon conversion of the
Debentures. In addition, the Registration Rights Agreement requires this
registration statement to become effective by May 31, 2001 or the Conversion
Factor shall decrease based on the following:

September 29, 2001 or later: 50%

Additional terms of the Regulation D offering are as follows:

o    If a Valuation Event occurs, we are required to notify the Regulation D
     investors within 2 days. The Regulation D investors may convert the
     Debentures based on the current Market price of our common stock on any
     trading day during the valuation period, which is 10 trading days prior to
     conversion. A Valuation Event includes, but is not limited to, such events
     as subdividing or combining our common shares, distribution of our common
     shares, issuance of our common shares or our warrants or options at prices
     lower than our closing bid price on such date.

                                       51
<PAGE>

o    The Regulation D investors can not convert the Debentures to cause any
     investor to own 10% or more of our issued and outstanding common stock at
     any time.

o    We have the option to redeem the Debentures at any time prior to conversion
     at a price equal to 130% of the principal amount of any Debenture plus
     accrued interest at the time of conversion.

                                       52
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.  None

     (b)  Reports on Form 8-K. On November 7, 2001, we filed an amended 8-K to
          include the required financial statements for the sale of all the
          issued and outstanding shares of Clifton Telecard Inc. on May 16,
          2001. The original 8-K was filed on May 31, 2001.

                                       53
<PAGE>

                                   SIGNATURES

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

                              THE AUXER GROUP, INC.

                              By:   /s/ Eugene Chiaramonte, Jr.
                                   -----------------------------
                                       EUGENE CHIARAMONTE, JR.
                                       Chief Executive Officer, President,
                                       Treasurer, Secretary
                                       and Director

Dated: May 31, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


Name                                Title                             Date

/s/ Eugene Chiaramonte, Jr.         Chief Executive Officer,      May 31, 2002
---------------------------         President, Treasurer,
                                    Secretary and Director