10QSB
                                      -----

                       Securities and Exchange Commission
                                Washington, D.C.

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
     For the quarterly period ended June 30, 2003


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from __________ to ____________


                                    000-07693
                                    ---------
                            (Commission file number)


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



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


      65 La Grande Avenue
        Berkeley Heights                                         07922-1466
      -------------------                                        ----------
(Address of principal executive offices)                         (Zip Code)


                                 (908) 508-9008
                                 --------------
                           (Issuer's telephone number)


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

     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 [ ].

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of latest practicable date: Class A 118,555,744 shares of
Common Stock, $0.001 par value, as of May 15, 2003; 5,000,000 Class B $0.001 par
value as of May 15, 2003.

<PAGE>


                          PART I. FINANCIAL INFORMATION
                          -----------------------------

Item 1.   Financial Statements
------------------------------










                                  T & G2, INC.
                                AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002










































                                       F-1
<PAGE>







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


              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------




Balance Sheets as of June 30, 2003 (Unaudited) and December 31, 2002     F-3

Statements of Operations for the Six and Three Months Ended
   June 30, 2003 and 2002 (Unaudited)                                    F-4

Statements of Cash Flows for the Six Months Ended
   June 30, 2003 and 2002 (Unaudited)                                    F-5

Notes to Condensed Consolidated Financial Statements                     F-7




































                                       F-2
<PAGE>


<TABLE>
<CAPTION>
                          T & G2 INC., AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 JUNE 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002

                                     ASSETS
                                     ------
                                                                                  (UNAUDITED)
                                                                                    JUNE 30,          DECEMBER 31,
                                                                                      2003                2002
                                                                                ----------------    ----------------

<S>                                                                              <C>                <C>
Current Assets:
  Cash and cash equivalents                                                      $      41,058      $        9,676
  Accounts receivable, net                                                              19,452              16,850
  Prepaid expenses and other current assets                                              6,161                 453
                                                                                ----------------    ----------------

    Total Current Assets                                                                66,671              26,979
                                                                                ----------------    ----------------

  Fixed assets, net of depreciation                                                    148,031             142,885
   Deposits                                                                              2,070               2,070
                                                                                ----------------    ----------------

TOTAL ASSETS                                                                    $      216,772      $      171,934
                                                                                ================    ================

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

LIABILITIES
Current Liabilities:
  Note payable - bank                                                           $       30,166      $       32,705
  Note payable - other                                                                  78,200              78,200
  Accounts payable and accrued expenses                                                234,178             144,296
  Due to related parties                                                               367,623             439,120
                                                                                ----------------    ----------------

      Total Current Liabilities                                                        710,167             694,321
                                                                                ----------------    ----------------

      Total Liabilities                                                                710,167             694,321
                                                                                ----------------    ----------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock, Class A, $.001 Par Value; 5,000,000 and
     0 shares authorized, 0 and 0 shares issued and outstanding                              -                   -
  Preferred Stock, Class B, $.001 Par Value; 5,000,000 and
     0 shares authorized, 282,703 and 0 shares issued and outstanding                      283                   -
  Common Stock, Class A, $.001 Par Value; 250,000,000 and
     100,000,000 shares authorized, 56,774,077 and 78,928,744 shares issued
     and 56,492,677 and 78,928,744 outstanding at June 30, 2003
     and December 31, 2002, respectively                                                56,774              78,929
  Common Stock, Class B, $.001  Par Value; 5,000,000 and 2,000,000
     shares authorized and 5,000,000 and 1,142,858 shares issued and
      outstanding at June 30, 2003 and December 31, 2002, respectively                   5,000               1,143
  Treasury Stock, 281,400 shares, at cost                                              (35,800)                  -
  Unearned compensation                                                                      -              (1,310)
  Subscriptions receivable                                                            (174,255)            (46,155)
  Stock issued as collateral for note payable                                       (2,247,000)         (8,666,667)
  Warrants                                                                              62,500              62,500
  Additional paid-in capital                                                        17,509,041          22,839,650
  Deficit                                                                          (15,669,938)        (14,790,477)
                                                                                ----------------    ----------------

      Total Stockholders' Equity (Deficit)                                            (493,395)           (522,387)
                                                                                ----------------    ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $      216,772      $      171,934
                                                                                ================    ================
</TABLE>


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

                                       F-3
<PAGE>


<TABLE>
<CAPTION>
                          T & G2 INC., AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)

                                                             SIX MONTHS ENDED                     THREE MONTHS ENDED
                                                                 JUNE 30,                              JUNE 30,
                                                         2003                2002                2003                2002
                                                   ----------------    ----------------    ----------------    ----------------

<S>                                                <C>                 <C>                 <C>                 <C>
OPERATING REVENUES
  Revenue                                          $       11,883      $            -      $        9,933      $            -

COST OF SALES                                               6,309                   -               5,528                   -
                                                   ----------------    ----------------    ----------------    ----------------

GROSS PROFIT                                                5,574                   -               4,405                   -
                                                   ----------------    ----------------    ----------------    ----------------

OPERATING EXPENSES
   Professional fees and compensation expenses            586,061             597,280             484,883             392,685
   Advertising and marketing expenses                     117,772             166,175             112,842             140,298
   General and administrative expenses                    122,137             144,012              67,120              84,468
   Depreciation and amortization                           37,341               2,267              27,305               1,272
                                                   ----------------    ----------------    ----------------    ----------------
       Total Operating Expenses                           863,311             909,734             692,150             618,723
                                                   ----------------    ----------------    ----------------    ----------------

LOSS BEFORE OTHER INCOME (EXPENSE)                       (857,737)           (909,734)           (687,745)           (618,723)

OTHER INCOME (EXPENSE)
   Impairment of goodwill                                       -          (3,177,556)                  -                   -
   Organization costs                                           -          (4,875,000)                  -                   -
   Interest expense, net                                  (20,632)            (27,571)            (10,247)            (17,481)
                                                   ----------------    ----------------    ----------------    ----------------
       Total Other Income (Expense)                       (20,632)         (8,080,127)            (10,247)            (17,481)
                                                   ----------------    ----------------    ----------------    ----------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES               (878,369)         (8,989,861)           (697,992)           (636,204)

Provision for Income Taxes                                 (1,092)                  -              (1,092)                  -
                                                   ----------------    ----------------    ----------------    ----------------

NET LOSS APPLICABLE TO COMMON SHARES               $     (879,461)     $   (8,989,861)     $     (699,084)     $     (636,204)
                                                   ================    ================    ================    ================

NET LOSS PER BASIC AND DILUTED SHARES              $     (0.01093)     $     (1.54654)     $     (0.01696)     $     (0.08883)
                                                   ================    ================    ================    ================

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                 80,476,540           5,812,896          41,230,203           7,161,977
                                                   ================    ================    ================    ================
</TABLE>



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

                                       F-4
<PAGE>


<TABLE>
<CAPTION>
                          T & G2 INC., AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)



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

<S>                                                                 <C>                 <C>
CASH FLOW FROM OPERTING ACTIVIITES
   Net loss                                                         $     (879,461)     $   (8,989,861)
                                                                    ----------------    ----------------
   Adjustments to reconcile net loss to net cash
     used in operating activities

     Depreciation                                                           37,341               2,267
     Amortization of unearned compensation                                   1,310              19,500
     Impairment of goodwill                                                      -           3,177,556
     Common stock issued for organizaton                                         -           4,875,000
     Common stock issued for consulting and compensation                   374,143             310,850
      Net cash provided by acquisition of Solution Technologies                  -             128,681

  Changes in assets and liabilities
     (Increase) decrease in accounts receivable                             (2,602)             10,500
     (Increase) in prepaid expenses and other current assets                (5,708)             (6,088)
     Increase in accounts payable and
       and accrued expenses                                                135,082              99,779
                                                                    ----------------    ----------------
     Total adjustments                                                     539,566           8,618,045
                                                                    ================    ================

     Net cash (used in) operating activities                              (339,895)           (371,816)
                                                                    ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Increase in amounts due to related parties                              (71,497)            107,271
   Acquisitions of fixed assets                                            (42,487)            (49,427)
                                                                    ----------------    ----------------

      Net cash provided by (used in) investing activities                 (113,984)             57,844
                                                                    ----------------    ----------------









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

                                       F-5
<PAGE>


<CAPTION>
                          T & G2 INC., AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
           FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)



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

<S>                                                                 <C>                 <C>
CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from common stock issuances and stock subscriptions    $      523,600      $      135,000
    Payments for treasury stock                                            (35,800)                  -
    Net proceeds from issuance of notes payable - bank                      (2,539)             36,935
    Net proceeds from notes payable - other                                      -             185,800
                                                                    ----------------    ----------------
       Net cash provided by financing activities                           485,261             357,735
                                                                    ----------------    ----------------


NET INCREASE IN CASH AND CASH EQUIVALENTS                                   31,382              43,763

CASH AND CASH EQUIVALENTS -
    BEGINNING OF YEAR                                                        9,676               7,525
                                                                    ----------------    ----------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                           $       41,058      $       51,288
                                                                    ================    ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE PERIOD FOR:
    Interest expense                                                $        1,317      $       15,571
                                                                    ================    ================
    Taxes                                                           $        1,092      $            -
                                                                    ================    ================

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

       Consulting services                                          $      374,143      $      310,850
                                                                    ================    ================
       Organization costs                                           $            -      $    4,875,000
                                                                    ================    ================
       Acquisition of Solution Technologies                         $            -      $    3,177,556
                                                                    ================    ================
       Conversion of debt                                           $       45,200      $       62,000
                                                                    ================    ================
       Collateral for note payable                                  $    2,247,000      $            -
                                                                    ================    ================
   Impairment of goodwill                                           $            -      $    3,177,556
                                                                    ================    ================

  Cancellation of stock for collateral for note payable             $    8,666,667      $            -
                                                                    ================    ================
</TABLE>




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

                                       F-6
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002


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

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

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

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

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

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

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





                                       F-7
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       F-8
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

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

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

          Costs of advertising and marketing are expensed as incurred.
          Advertising and marketing costs were $117,772 and $166,175 for the six
          months ended June 30, 2003 and 2002, respectively.

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

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

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


<TABLE>
<CAPTION>
                                                            June 30,       June 30,
                                                             2003            2002
                                                             ----           ----

<S>                                                      <C>             <C>
          Net Loss                                        ($879,461)     ($8,989,861)
                                                           ---------      -----------

          Weighted-average common shares
            outstanding (Basic)                          80,476,540        5,812,896

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

          Weighted-average common shares
              outstanding (Diluted)                      80,476,540        5,812,896
</TABLE>



                                       F-9
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

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

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

          Internal use software costs are recorded in accordance with Statement
          of Position (SOP) No. 98-1, "Accounting for the Costs of Computer
          Software Developed or Obtained for Internal Use". Qualifying costs
          incurred during the application development stage, which consist
          primarily of outside services are capitalized and amortized over the
          estimated useful life of the asset. All other costs are expensed as
          incurred. The Company has determined that all costs for the six months
          ended June 30, 2003 and 2002, do not relate to the application
          development stage and therefore have expensed these costs as they were
          incurred.

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

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

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

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

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

          Certain amounts for the six months ended June 30, 2002 have been
          reclassified to conform to the presentation of the June 30, 2003
          amounts. The reclassifications have no effect on net income for the
          six months ended June 30, 2002.



                                      F-10
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

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

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

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

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






                                      F-11
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

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

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

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







                                      F-12
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

          Included in accounts receivable at June 30, 2003, is $14,000 that is
          due from a company under a licensing agreement. Management of the
          Company has not reserved any allowance against this receivable that it
          deems to be fully collectible.

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

          Fixed assets consist of the following at June 30, 2003:

          Office equipment                           $  10,382
          Furniture and fixtures                         2,646
          Equipment - Zingo Sales                      115,650
          Time clock equipment                          38,730
          Time clock software                           54,144
                                                     ----------
                                                       221,552
                                                       (73,521)
                                                     ----------
                                         Total       $ 148,031
                                                     ==========

          Depreciation expense was $37,341 and $2,267 for the six months ended
          June 30, 2003 and 2002. A portion of these fixed assets were acquired
          when the Company was acquired by International Mercantile Corporation.

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

          On April 3, 2001, the Company entered into a line of credit agreement
          with a bank. The note, which is due on demand bears interest at prime
          plus 2.25% and provides for maximum borrowings up to $63,100. The line
          of credit is guaranteed by a majority shareholder. The outstanding
          balance at June 30, 2003 was $30,166. The line of credit was STI's,
          and was assigned over to the Company upon the acquisition. Interest
          expense charged to operations for the six months ended June 30, 2003
          and 2002 was $1,069 and $1,485, respectively.

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

          The Company pursuant to a note agreement dated May 28, 2002 with
          Protech Trading Inc. has a note payable in the amount of $68,800, due
          May 30, 2003. Interest on this note is payable quarterly, at one
          percent per quarter, four percent annually. In addition to receiving
          the funds from Protech, the Company issued them 200,000 shares of
          common stock for consulting in accordance with the agreement.





                                      F-13
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

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

          Amounts due to related parties at June 30, 2003 were $367,623 and
          consists of the following:

          A note payable to an officer totaling $244,490 at 10% interest,
          payable monthly, due on demand. At June 30, 2003, the Company has
          approximately $23,172 in accrued interest to this officer. There is
          also another amount outstanding to an officer in the amount of $4,933.
          Accrued interest through June 30, 2003 on this amount is $3,344.

          Note payables to a company through common ownership in the amount of
          $109,000, at 10% interest, payable monthly, due on demand. At June 30,
          2003, the Company has approximately $5,717 in accrued interest to this
          company.

          The Company has $9,200 outstanding to another entity related through
          common ownership. At June 30, 2003, the Company has approximately $76
          in accrued interest to this company.

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

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

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

          In March, 2002, Zingo was acquired as a wholly owned subsidiary by the
          Company for 2,500,000 shares of common stock. Zingo Sales, Ltd., a
          relatively new company had very little activity and also had a net
          book value of approximately $0. The shares issued were valued at
          $1.95, the fair value of the stock at the time of issuance. The
          $4,875,000, was recorded as goodwill and subsequently impaired to $0.
          The impairment is included in the condensed consolidated statements of
          operations for the six months ended June 30, 2002.


                                      F-14
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

          The 89,286 shares of the prior Class A Preferred Stock, par value
          $1.00, that were issued during 2002 were cancelled during 2002, and
          with that cancellation the Company authorized the cancellation of this
          class of stock. In April, 2003, the Company passed a board resolution
          to re-instate the Series A Preferred Stock changing its par value to
          $.001. At June 30, 2003, there are 5,000,000 shares authorized and 0
          shares issued and outstanding.

          Additionally, the Company passed a board resolution to authorize
          5,000,000 shares of Class B Preferred Stock, par value $.001. As of
          June 30, 2003, the Company has 282,703 shares issued and outstanding.
          These shares were issued to Mercatus Partners, Ltd. in connection with
          an amended loan agreement the Company is currently negotiating. These
          shares were issued when the Company cancelled the 66,666,667 shares of
          Class A Common Stock that were issued as collateral to the original
          loan agreement.

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

          As of June 30, 2003, there were 250,000,000 authorized shares, and
          56,774,077 issued and 56,492,677 outstanding shares of the Company's
          common stock A with a par value of $.001.

          As of June 30, 2003, there were 5,000,000 authorized shares, and
          5,000,000 issued and outstanding shares of the Company's common stock
          B with a par value of $.001. In February 2003, the Company upon an
          approved board resolution increased the authorized limit of the Class
          B common shares to 5,000,000. Subsequent to this board resolution, the
          Company cancelled the outstanding 1,142,858 shares and issued the
          entire 5,000,000 shares to two of its officers.

          The following shares of common stock Class A were issued for the six
          months ended June 30, 2003:

          There were 3,362,000 shares of stock issued in the quarter ended June
          30, 2003 for consulting services (including legal fees) at a fair
          value of $374,143 ($.111 per share).

          There were 8,250,000 shares of stock issued in the quarter ended June
          30, 2003 for cash at a fair value of $479,700 ($.079 per share). In
          addition, the Company has a subscription receivable of $172,000
          relating to these shares. The Company also, in the quarter ended March
          31, 2003 received $43,900 relating to shares issued in 2002.


                                      F-15
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

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

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

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

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

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

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

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

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

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

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



                                      F-16
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      F-17
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

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

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

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

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

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

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

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

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

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

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

          In January 2003, the Company instituted a buy back program of its own
          stock. For the quarter ended March 31, 2003, the Company bought back
          281,400 shares of its common stock and placed it in its treasury.
          There were no shares bought by the Company in the quarter ended June
          30, 2003. The Company has accounted for its treasury stock utilizing
          the cost method, and such, the $35,800 at June 30, 2003 represents the
          cost value of the treasury shares acquired by the Company.







                                      F-18
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


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

          As shown in the accompanying condensed consolidated financial
          statements, the Company incurred additional net losses for the six
          months ended June 30, 2003 and incurred substantial net losses for the
          year ended December 31, 2002. There is no guarantee whether the
          Company will be able to generate enough revenue and/or raise capital
          to support those operations. This raises substantial doubt about the
          Company's ability to continue as a going concern.

          Management also states that they are confident that they can improve
          operations and raise the appropriate funds needed through the
          advancements in STI and Zingo over the last six months (See Note 13).

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

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

          The Company's Zingo products have received clearance in certain
          jurisdictions in the western and northwestern regions of the United
          States as a Class 2 gaming device. With this clearance, the Company
          has entered into agreements for the installation of 75 units as of
          June 30, 2003, and approximately an additional 50 units since June 30,
          2003.

          In November, the Company installed its Securetime system in a
          restaurant at a major Las Vegas, Nevada casino. The Company has also
          received an order for the Securetime system from a Native American
          business in Oklahoma and the installation was completed in late
          November. Both of these installations signed contracts for continuing
          and ongoing services in March 2003. The Company also installed a
          Securetime system in a junior college in Arizona in June 2003.

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

          An action commenced on or about March 28, 2002 in the Supreme Court of
          the State of New York. In that action, the plaintiff seeks $40,000 in
          damages from the Company as well as other defendants listed in this
          action, allegedly sustained as a result of third party payments made
          on behalf of all defendants, including, but not limited to the
          Company. An answer denying all material allegations was served upon
          the Plaintiff on May 1, 2002, within the time allotted by law to do
          so. Management is of the belief that all allegations involved in this
          action will be dismissed. No liability is recorded for this action as
          of June 30, 2003.






                                      F-19
<PAGE>


                          T & G2, INC. AND SUBSIDIARIES
                 (FORMERLY INTERNATIONAL MERCANTILE CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2003 AND 2002


NOTE 13 - SUBSEQUENT EVENTS
          -----------------

          The Company entered into various agreements for the installation of
          their gaming units. Since June 30, 2003, the Company has entered
          agreements for approximately an additional 50 units, bringing their
          total installed units to approximately 125.

          In July 2003, 32,100,000 shares of Common Stock A issued as a result
          of a note payable the Company had entered into, were returned out of
          attorney escrow and cancelled. The agreement was never executed by the
          third parties to the transaction.





































                                      F-20
<PAGE>






Item 3.  Controls and Procedures.
---------------------------------

Controls and Procedures under the Sarbanes-Oxley Act of 2002

Within 90 days prior to the date of this quarterly report on form 10-QSB for the
quarter ended June 30, 2003, the Company's President, acting as its principal
executive officer and principal financial officer, carried out an evaluation of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Rule 13a-14 of the Securities Exchange act
of 1934. Based upon that evaluation, the President concluded that the Company's
disclosure controls and procedures are effective in timely alerting him to
material information relating to the Company required to be included in the
Company's periodic SEC filings. There were no significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of the President's most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.





























                                        2
<PAGE>







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


Introduction
------------

The following discussion and analysis highlights the financial position of T &
G2 (squared), Inc. (the "Company" or "us") at June 30, 2003 and compared to the
second quarter ended June 30, 2002 and plan of operations for the six-month
periods ended June 30, 2003 and 2002. Financial information contained within
this report is condensed and reviewed. It is important to note that the Company
had no operations in the year 2001 and in early 2002 and had a primary goal of
organizing the overall company and the two new businesses that where acquired to
be the operating entities for the Company. In the year of 2002 T & G2 (formerly
known as International Mercantile Corporation) changed its name to the current
name the Company goes under (T & G2), effectuated a 1 for 8 reverse split and
acquired two companies - Solutions Technology and Zingo Sales, Ltd. The business
activities of the Company are now that of the two wholly owned subsidiaries.
Comparisons are provided below but the Company is not yet able to show a
year-by-year comparison of business activities. In reviewing the Company's
numbers in this report, it must be remembered that it essentially shows the
first year of operations in the Company's two wholly owned subsidiaries. In
2002, the Company was mainly focused on research and development and testing of
the new products developed in the subsidiary companies. It is only in the last
90 days that the Company has begun to develop a market for its products and it
is in this time that sales have been realized on a significant level.

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

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

The Company's management entered into a transaction for funding in the form of a
debt financing. Additionally, business combinations with entities with
significant cash will also be considered. It now seems to be a forgone
conclusion that a sufficient amount of money will be funded for management to
execute it's business plan and succeed. However, until this transaction actually
does fund, there can be no assurance that a closing will take place. There were
two other financing arrangements that the Company entered into, in the past
year, issuing a total of 100,000,000 million shares. Both of these transactions
never closed and the Company therefore has cancelled these shares during the
second quarter and the subsequent third quarter of 2003. Additionally, the
Company achieved a listing on the third level of the Berlin Stock Exchange.
Active trading for the Company's shares began in the first week of July. It is
anticipated in September when the European markets become livelier, that the
Company will greatly improve upon its chances to raise capital if such capital
is needed. For the following six-month period from July, 2003 to December, 2003
it is anticipated, absent the Company's obtaining other sources of liquidity as
described above, the Company's primary funding for ongoing corporate expenses,
such as legal and accounting fees and filing fees, will be provided by the
private sale of the Company's securities and from operating activities.
Thereafter, in the third and fourth quarters, the Company anticipates to further
expand and generate revenues from the sale of their time clocks and computerized
class two gaming systems. The Company's management has had ongoing discussions
with investment bankers pertaining to additional financing as a backup or second



                                        3
<PAGE>






option in the case that the transaction already entered into by the Company does
not close. This would include a possible stair step-financing plan. This may
encompass a first and second level of private placements, bridge financing, and
mezzanine financing. However, there can be no assurance management will be
successful in these endeavors. However, with the listing on the Berlin Exchange,
the Company has greatly increased its chances of success for capital raising.

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

For the six-months ended June, 2003, the Company used $339,850 in operating
activities compared to $371,816 for the six-months ended June, 2002. Most noted
in the comparative periods in cash used for operations is attributable to the
issuances of stock for the acquisition of Both Solutions Technology, Inc and
Zingo Sales, Ltd. for which the Company recorded $3,177,556 as impairment of
goodwill and $4,875,000 written off to organizational cost respectively in 2002.
In the first six months of 2003, the majority of expense was related to the
Company issuing shares to consultants. The actual cash used was mainly for the
marketing and distribution of the Company's products. The first and second
quarter of 2003 shows an increase in actual cash used and the issuance of stock
for consulting fees for the development of the Company's business operations.
These increases were to improve the distribution for the current product lines
and to increase the visibility of the Company in the business community. These
fees to consultants have paid significant dividends to the Company as can be
seen by the substantial growth in placement of the Company's gaming units. The
Company has made significant progress with respect to future funding. Funding is
expected shortly, which will enable the Company to market, and produce its
products. We anticipate that going forward; we will streamline administrative,
and professional fees to conserve cash flow. Once the significant recognition of
revenues occurs, certain expenses will increase, but only in accordance with the
increase in revenues.

Going Concern. The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered recurring
losses from operations and at June 30, 2003, had a working capital deficit. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. However, the Company has realized installations for
approximately 50 of its bingo units, with an additional 75 units to be installed
by the end of August bringing the total units in operation to 125. The Company
has many pending orders that should be realized by the end of the year. It now
appears that the Company has a realistic chance to reach cash flow positive by
the end of the fourth quarter (December, 2003) of this year. The Company is also
in the process of creating new distribution for the gaming units in other
untapped jurisdictions. The Gaming subsidiary, Zingo Sales should not only grow
substantially through the end of 2003, but should experience a possible increase
in distribution and placement of its product through 2004. On another note, The
Company's wholly owned subsidiary, Solutions Technology, is now in the process
of putting into place numerous distribution and sales agreements for the
SecureTime System. It is anticipated that the new distribution currently being
set up for the Time and Attendance product will begin to show significant gains
in the near future. Solutions Technology is expected to begin contributing to
the overall sales of the company in a significant way in early 2004.



















                                        4
<PAGE>






                           PART II. OTHER INFORMATION
                           --------------------------


Item 1.   Legal Proceedings
---------------------------

     The Company is not engaged in any legal proceedings except litigation in
the ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to any such proceedings will not be material to
the Company's financial position or results of operations.


Item 2.   Changes in Securities
-------------------------------

     None.


Item 3.   Defaults Upon Senior Securities
-----------------------------------------

     None.


Item 4.   Submission of Matters to a Vote of Securities Holders
---------------------------------------------------------------

     No matters were submitted to a vote of the security holders of the Company
during its fiscal quarter ended June 30, 2003.


Item 5.   Other Information
---------------------------

     None.


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

          (a)  Exhibits

               None.

          (b)  Reports on Form 8-K.

               None.












                                        5
<PAGE>






                                   SIGNATURES
                                   ----------

     In accordance with the requirements of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


T & G 2, Inc.


Date: August 18, 2003            By:  /s/ James Farinella
                                      -------------------------------------
                                      James Farinella
                                      Chairman, Chief Executive Officer and
                                      President








































                                        6
<PAGE>





                                 Certifications
                                 --------------

I, James Farinella, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of T & G2, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
          for the registrant and I have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   I  have  disclosed,  based  on  our  most  recent  evaluation,  to the
          registrant's auditors and the audit committee of registrant's board of
          directors (or persons  performing  the  equivalent  function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   I have  indicated in this  quarterly  report whether or not there were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of
          our most recent  evaluation,  including  any  corrective  actions with
          regard to significant deficiencies and material weaknesses.

Date: August 18, 2003

/s/ James Farinella
----------------------------------
James Farinella
Chairman, Chief Executive Officer
and President










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