TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                 Notes to the Consolidated Financial Statements
                             As of December 31, 2002
                                       15

                       350 E Street, Chula Vista, CA 91910
                     Tel: (619) 422-1348 Fax: (619) 422-1465
                                ARMANDO C. IBARRA
                          CERTIFIED PUBLIC ACCOUNTANTS
                          (A Professional Corporation)



Armando C. Ibarra, C.P.A.
Members of the California Society of
Armando Ibarra, Jr.,
C.P.A.
Certified Public Accountants


To the Board of Directors
Triad Industries, Inc.
(Formerly RB Capital & Equities, Inc.)
350 West 9th Avenue., Suite A
Escondido, CA 92025



                          INDEPENDENT AUDITORS REPORT


     We have  audited  the  accompanying  consolidated  balance  sheets of Triad
Industries,  Inc. (Formerly RB Capital & Equities, Inc.) as of December 31, 2002
and 2001 and the  related  consolidated  statements  of  operations,  changes in
stockholders  equity and cash flows for the years then ended.  These  financial
statements   are  the   responsibility   of  the   Companys   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
consolidated  financial  statements  referred to above  present  fairly,  in all
material  respects,  the  financial  position  of Triad  Industries,  Inc. as of
December 31, 2002 and 2001,  and the results of their  operations and their cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.




__________________________________
ARMANDO C. IBARRA, C.P.A.  APC

March 29, 2003
Chula Vista, California

                        TRIAD INDUSTRIES, INC.
                (Formerly RB Capital & Equities, Inc.)
                      Consolidated Balance Sheets
                                ASSETS
                             As of           Year Ended
                           December 31,     December 31,
                               2002          2001
CURRENT ASSETS
Cash                       $   19,832   $   15,643
Accounts receivable            82,312      444,461
Accounts receivable
- medical clinic                    -    1,633,083
Advance expenses                    -        5,815
Marketable securities          57,001      561,159
Impound account                10,102       10,824
Assets held for sale                -      716,514
Deferred tax benefit          834,691      574,553
Total Current Assets        1,003,938    3,962,052
NET PROPERTY & EQUIPMENT    1,074,900    1,077,363
OTHER ASSETS
Investment in securities
available for sale            171,389      388,832
Net loan fees                   6,902        7,324
Total Other Assets            178,291      396,156
TOTAL ASSETS               $2,257,129   $5,435,571



                        TRIAD INDUSTRIES, INC.
                (Formerly RB Capital & Equities, Inc.)
                      Consolidated Balance Sheets
                 LIABILITIES AND STOCKHOLDERS' EQUITY
                                 As of           Year Ended
                                December 31,     December 31,
                                    2002            2001
CURRENT LIABILITIES
Accounts payable                $    25,087    $    73,726
Loans payable                       105,800        278,102
Line of credit                        7,038         30,078
Taxes payable                         6,251         10,024
Security deposits                     5,087          8,269
Notes payable on assets
held for sale                             -        549,000
Trust deeds and mortgages
- Short-term portion                150,910        150,910
Total Current Liabilities           300,173      1,100,109
LONG-TERM LIABILITIES
Trust deeds and mortgages
- Long-term portion                 583,898        845,159
Total Long-Term Liabilities         583,898        845,159
TOTAL LIABILITIES                   884,071      1,945,268
STOCKHOLDERS' EQUITY
Preferred stock ($1.00 par
value, 10,000,000 shares
authorized 150,000 and
850,000    shares issued and
outstanding for 2002 and
2001, respectively)                 150,000        850,000
Common stock ($0.001 par
value, 50,000,000 shares
authorized 10,074,863 and
10,138,165 shares issued
and outstanding for 2002
and 2001, respectively)              10,075         10,138
Additional paid-in capital        4,463,555      3,792,758
Stock subscription receivable       (62,500)       (62,500)
Comprehensive loss                 (794,290)      (111,113)
Retained earnings (deficit)      (2,393,782)      (988,981)
Total Stockholders' Equity        1,373,058      3,490,302
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY          $ 2,257,129    $ 5,435,571




                              TRIAD INDUSTRIES, INC.
                      (Formerly RB Capital & Equities, Inc.)
                      Consolidated Statements of Operations
                                 Year Ended      Year Ended
                                 December 31,    December 31,
                                     2002             2001
REVENUES
Consulting income                 $   512,946    $   566,211
Medical fee income                          -      1,077,209
Rental income                         138,362        306,888
Costs of revenues                     (48,530)      (121,752)
GROSS PROFIT                          602,778      1,828,556
OPERATING COSTS
Bad debt expense                       55,504        545,638
Depreciation expense                   31,130         71,633
Administrative expenses               402,668      1,575,543
Total Operating Costs                 489,302      2,192,814
OPERATING INCOME (LOSS)               113,476       (364,258)
OTHER INCOME & (EXPENSES)
Interest income                         2,696          6,897
Other income                            2,986         19,812
Other expenses                        (45,173)             -
Net realized gain on
sale of marketable securities         106,366         27,703
Net gain (loss) on
disposable assets                      93,283        570,964
Finance charges                           400              -
Interest expense                      (75,758)      (192,786)
Total Other Income & (Expenses)        84,800        432,590
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE TAX                 198,276         68,332
INCOME TAX (PROVISION) BENEFIT        (60,683)       (12,083)
INCOME (LOSS) FROM CONTINUING
OPERATIONS AFTER TAX              $   137,593    $    56,249
DISCONTINUED OPERATIONS
Loss on sale of Northwest
Medical Clinic, Inc.               (1,542,394)             -
NET INCOME (LOSS)                 $(1,404,801)   $    56,249


                       TRIAD INDUSTRIES, INC.
               (Formerly RB Capital & Equities, Inc.)
        Consolidated Statement of Comprehensive Income (Loss)
                                                  Year Ended     Year Ended
                                                  December 31,   December 31,
                                                     2002            2001
Net Income (Loss) - Net of Tax                    $(1,404,801)   $   (56,249)
Other Comprehensive Income (Loss) :
Unrealized gain (loss) on securities               (1,035,117)      (100,970)
Total Other Comprehensive Income (Loss)            (1,035,117)      (100,970)
Comprehensive Income (Loss) Before Income Taxes    (1,035,117)      (100,970)
Income Tax (Provision) Benefit
related to Items of Comprehensive Income (Loss)       351,940         16,979
Comprehensive Income (Loss)                       $  (683,177)   $   (83,991)




       TRIAD INDUSTRIES, INC.
         (Formerly RB Capital & Equities, Inc.)
           Consolidated Statement of Stockholders' Equity
            From December 31, 1997 to December 31, 2002

                                     Preferred Preferred   Common
                                      Shares     Stock     Shares
 Balance, December 31, 1997                  -       $ -  2,339,529

Common stock issued June 17,1998
for securities valued @ $1.07 per share                       13,200

Common stock issued June 17, 1998 for
securities valued @ $.90066 per share                         60,000

Common stock issued June 17, 1998
for securities valued @ $.084 per share                       15,000

Common stock issued June 17, 1998
for note payable @ $.334 per share                            30,480

Common stock issued June 17, 1998
for securities valued @ $.334 per share                      135,000

Common stock issued June 17, 1998
for services (officers) valued @ $.334
per share                                                    300,000

Common stock issued November 4,
1998 for subscription receivable
 @ $.166 per share                                           375,000

Common stock issued December 31, 1998
for note payable @ $.3234 per share                           18,750

Common stock issued December 31, 1998
for management fees @ $.334 per share                         60,759

Common stock issued December 31, 1998
for note payable @ $.334 per share                            60,486

Common stock issued December 31,1998
for securities valued @ $.206 per share                      225,000

Contributed capital
Net loss for the year ended
December 31,1998

Balance, December 31, 1998                   -         -   3,633,204










                                                       Additional    Stock
                                         Common          Paid-in   Subscription
                                          Stock          Capital   Receivable
Balance, December 31, 1997                $    2,340   $  633,096          $ -

Common stock issued June 17,1998
for securities valued @ $1.07 per share           13       14,096

Common stock issued June 17, 1998 for
securities valued @ $.90066 per share             60       53,940

Common stock issued June 17, 1998
for securities valued @ $.084 per share           15        1,235

Common stock issued June 17, 1998
for note payable @ $.334 per share                30       10,131

Common stock issued June 17, 1998
for securities valued @ $.334 per share          135       44,865

Common stock issued June 17, 1998
for services (officers) valued @ $.334
per share                                        300       99,700

Common stock issued November 4,
1998 for subscription receivable
@ $.166 per share                                375       62,125      (62,500)

Common stock issued December 31, 1998
for note payable @ $.3234 per share               19        6,031

Common stock issued December 31, 1998
for management fees @ $.334 per share             61       20,192

Common stock issued December 31, 1998
for note payable @ $.334 per share                60       20,102

Common stock issued December 31,1998
for securities valued @ $.206 per share          225       46,025

Contributed capital                                         4,139

Net loss for the year ended
December 31,1998

Balance, December 31, 1998                     3,633    1,015,677      (62,500)

















                                                  Comprehensive
                                       Retained      Income       Total
                                       Earnings      (Loss)
Balance, December 31, 1997                $  95,266    $ -          $ 732,262

Common stock issued June 17,1998
for securities valued @ $1.07 per share                              14,118

Common stock issued June 17, 1998 for
securities valued @ $.90066 per share                                54,040

Common stock issued June 17, 1998
for securities valued @ $.084 per share                            1,260

Common stock issued June 17, 1998
for note payable @ $.334 per share                                 10,180

Common stock issued June 17, 1998
for securities valued @ $.334 per share                           45,090

Common stock issued June 17, 1998
for services (officers) valued @ $.334
per share                                                         100,200

Common stock issued November 4,
1998 for subscription receivable
@ $.166 per share                                                    250

Common stock issued December 31, 1998
for note payable @ $.3234 per share                                 6,063

Common stock issued December 31, 1998
for management fees @ $.334 per share                              20,294

Common stock issued December 31, 1998
for note payable @ $.334 per share                                  20,202

Common stock issued December 31,1998
for securities valued @ $.206 per share                           46,400

Contributed capital                                                 1,717

Net loss for the year ended
December 31,1998                            (62,126)                 (62,126)

Balance, December 31, 1998                   33,140            -      989,950





                                Preferred     Preferred     Common
                                Shares          Stock       Shares




Balance, December 31, 1998                                 3,633,204

 Recapitalization (Note 1)                                   526,672

 Common stock issued on March 15,
 1999 for the purchase of Gam

 Properties, Inc. @ $0.63 per share                        1,120,000

 Preferred stock issued on March 15,
 1999 for the purchase of Miramar Road
 Associates, LLC @ $1.00 per share     700,000   700,000

 Common stock issued March 15, 1999
 for services valued @ $0.63 per share                       313,942
 Preferred stock issued September 1999
 in exchange for 1.5 million shares of

 Pro Glass Technologies, Inc. common
 stock valued @ $1.00 per share        150,000   150,000

 Stock subscription receivable

 Common  stock issued December
 1999 for cash @ $0.22 per share                             320,000

 Common stock issued December 1999
 for management fees @ $0.06 per share                       489,600

 Net loss for the year ended
 December 31, 1999

 Balance, December  31, 1999           850,000   850,000   6,403,418

 Stock issued on January 5, 2000
 to Directors @ $0.06 a share                                 72,000

Stock issued on March 1, 2000 for
services rendered @ $0.15 a share                            123,000

 Stock issued on June 15, 2000
 to Directors @ $0.50 a share                                 72,000

 Stock issued on June 30, 2000 for
 the Purchase of Northwest, LLC.
 @ $0.96 a share                                           1,463,302

 Stock issued on June 30, 2000  to Donner
 Investment Corp. @ $0.96 a share                             36,583

 Stock issued on October 1, 2000 to
 Novak Capital @ $0.20 a share                               200,000

 Stock issued on December 12, 2000
 to Directors @ $0.24 a share                                288,000

Comprehensive loss December 31, 2000
 Net loss for the year ended

 December 31, 2000

 Balance, December  31, 2000           850,000   850,000   8,658,303









                                                     Additional    Stock
                                          Common       Paid in    Subscription
                                         Stock       Capital       Receivable


Balance, December 31, 1998                     3,633   1,015,677     (62,500)

Recapitalization (Note 1)                        527      33,396     (20,000)

Common stock issued on March 15,
1999 for the purchase of Gam

Properties, Inc. @ $0.63 per share              1,120     698,880

Preferred stock issued on March 15,
1999 for the purchase of Miramar Road
Associates, LLC @ $1.00 per share

Common stock issued March 15, 1999
for services valued @ $0.63 per share             314     196,527

Preferred stock issued September 1999
in exchange for 1.5 million shares of

Pro Glass Technologies, Inc. common
stock valued @ $1.00 per share

Stock subscription receivable

Common stock issued December
1999 for cash @ $0.22 per share                  320      71,625

Common stock issued December 1999
for management fees @ $0.06 per share            489      28,886

Net loss for the year ended
December 31, 1999

Balance, December 31, 1999                     6,403   2,044,991     (62,500)

Stock issued on January 5, 2000
to Directors @ $0.06 a share                      72       4,248

Stock issued on March 1, 2000 for
services rendered @ $0.15 a share                123      17,877

Stock issued on June 15, 2000
to Directors @ $0.50 a share                      72      35,928

Stock issued on June 30, 2000 for
the Purchase of Northwest, LLC.
@ $0.96 a share                                1,463   1,399,555

Stock issued on June 30, 2000 to Donner
Investment Corp. @ $0.96 a share                  37      35,083

Stock issued on October 1, 2000 to
Novak Capital @ $0.20 a share                    200      39,800

Stock issued on December 12, 2000
to Directors @ $0.24 a share                     288      67,392

Comprehensive loss December 31, 2000
Net loss for the year ended

December 31, 2000

Balance, December 31, 2000                     8,658   3,644,874     (62,500)












                                                       Comprehensive
                                             Retained     Income      Total
                                              Earnings    (Loss)

Balance, December 31, 1998                     33,140                  989,950

Recapitalization (Note 1)                     (20,000)                  13,923

Common stock issued on March 15,
1999 for the purchase of Gam

Properties, Inc. @ $0.63 per share                                      700,000

Preferred stock issued on March 15,
1999 for the purchase of Miramar Road
Associates, LLC @ $1.00 per share                                       700,000

Common stock issued March 15, 1999
for services valued @ $0.63 per share                                   196,841

Preferred stock issued September 1999
in exchange for 1.5 million shares of

Pro Glass Technologies, Inc. common
stock valued @ $1.00 per share                                          150,000

Stock subscription receivable                                            20,000

Common stock issued December
1999 for cash @ $0.22 per share                                          71,945

Common stock issued December 1999
for management fees @ $0.06 per share                                    29,375

Net loss for the year ended
December 31, 1999                            (712,680)                 (712,680)

Balance, December 31, 1999                   (679,540)            -    2,159,354

Stock issued on January 5, 2000
to Directors @ $0.06 a share                                               4,320

Stock issued on March 1, 2000 for
services rendered @ $0.15 a share                                         18,000

Stock issued on June 15, 2000
to Directors @ $0.50 a share                                              36,000

Stock issued on June 30, 2000 for
the Purchase of Northwest, LLC.
@ $0.96 a share                                                        1,401,018

Stock issued on June 30, 2000 to Donner
Investment Corp. @ $0.96 a share                                          35,120

Stock issued on October 1, 2000 to
Novak Capital @ $0.20 a share                                             40,000

Stock issued on December 12, 2000
to Directors @ $0.24 a share                                              67,680

Comprehensive loss December 31, 2000                      (27,122)      (27,122)
Net loss for the year ended

December 31, 2000                            (365,689)                (365,689)

Balance, December 31, 2000                 (1,045,230)      (27,122)  3,368,680






                                        Preferred    Preferred   Common
                                        Shares        Stock      Shares

 Stock issued on January 15, 2001
 for consulting fees @ $0.17 a share                          50,000

 Stock issued on January 18, 2001 for
 management fees @ $0.21 a share                             144,762

 Stock issued on February 21, 2001
 for consulting fees @ $0.15 a share                          25,100

 Stock issued on March 1, 2001  to
 management fees @ $0.17 a share                             700,000

 Stock issued on June 6, 2001
 for the purchase of Corporate Capital
 Formation, Inc. @ $0.11 per share                           900,000

Stock issued on June 22, 2001
 to Directors @ $0.03 a share                                360,000

October 1, 2001 cancellation of
stock subscription                                          (700,000)

Comprehensive loss December 31, 2001

Net lncome for the year ended
 December 31, 2001

 Balance,  December 31, 2001           850,000   850,000  10,138,165

 January 1, 2002 sale of Northwest
 Medical Clinic, Inc. @ $ 0.02 a share                    (1,463,302)

 On October 15, 2002 preferred stock
 converted to common stock at 1 for 2 (700,000) (700,000)  1,400,000

 Comprehensive loss December 31, 2002

 Net loss for the year ended
 December 31, 2002

 Balance,  December 31, 2002           150,000 $ 150,000  10,074,863






                                           Common       Additional     Stock
                                           Stock         Paid in    Subscription
                                                         Capital     Receivable


Stock issued on January 15, 2001
for consulting fees @ $0.17 a share               50          8,450

Stock issued on January 18, 2001 for
management fees @ $0.21 a share                  145         30,179

Stock issued on February 21, 2001
for consulting fees @ $0.15 a share               25          3,715

Stock issued on March 1, 2001 to
management fees @ $0.17 a share                  700        118,300    (119,000)

Stock issued on June 6, 2001
for the purchase of Corporate Capital
Formation, Inc. @ $0.11 per share                900         95,100

Stock issued on June 22, 2001
to Directors @ $0.03 a share                     360         10,440

October 1, 2001 cancellation of
stock subscription                              (700)      (118,300)    119,000

Comprehensive loss December 31, 2001

Net lncome for the year ended
December 31, 2001

Balance, December 31, 2001                    10,138      3,792,758     (62,500)

January 1, 2002 sale of Northwest
Medical Clinic, Inc. @ $ 0.02 a share         (1,463)       (27,803)

On October 15, 2002 preferred stock
converted to common stock at 1 for 2 (         1,400        698,600

Comprehensive loss December 31, 2002

Net loss for the year ended
December 31, 2002

Balance, December 31, 2002               $    10,075    $ 4,463,555    $(62,500)













Stock issued on January 15, 2001
for consulting fees @ $0.17 a share                                       8,500

Stock issued on January 18, 2001 for
management fees @ $0.21 a share                                           30,324

Stock issued on February 21, 2001
for consulting fees @ $0.15 a share                                       3,740

Stock issued on March 1, 2001 to
management fees @ $0.17 a share                                             -

Stock issued on June 6, 2001
for the purchase of Corporate Capital
Formation, Inc. @ $0.11 per share                                         96,000

Stock issued on June 22, 2001
to Directors @ $0.03 a share                                             10,800

October 1, 2001 cancellation of
stock subscription                                                           -

Comprehensive loss December 31, 2001                     (83,991)       (83,991)

Net lncome for the year ended
December 31, 2001                            56,249                     56,249

Balance, December 31, 2001                 (988,981)      (111,113)   3,490,302

January 1, 2002 sale of Northwest
Medical Clinic, Inc. @ $ 0.02 a share                                  (29,266)

On October 15, 2002 preferred stock
converted to common stock at 1 for 2                                         -

Comprehensive loss December 31, 2002                    (683,177)      (683,177)

Net loss for the year ended
December 31, 2002                        (1,404,801)                (1,404,801)

Balance, December 31, 2002              $(2,393,782)   $ (794,290   $1,373,058








                           TRIAD INDUSTRIES, INC.
                   (Formerly RB Capital & Equities, Inc.)
                   Consolidated Statements of Cash Flows
                                           Year Ended          Year Ended
                                          December 31,        December 31,
                                               2002              2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                           $(1,404,801)   $    56,249
Depreciation expense                             31,130         71,633
(Increase) decrease in
accounts receivable                           1,939,728       (441,681)
(Increase) decrease in advances                   5,815         (5,815)
(Increase) decrease in impound account              722          1,786
(Increase) decrease in other assets                   -         74,147
(Increase) decrease in income tax benefit      (260,138)        12,083
Increase (decrease) in accounts payable         (48,639)       (10,949)
Increase (decrease) in security deposits         (3,182)       (38,990)
Increase (decrease) in taxes payable             (3,774)         3,774
Unrealized (gain) loss on
valuation of marketable securities               38,424              -
Bad debt expense                                 55,504        545,638
Sale of marketable securities                         -         27,703
Common stock issued for services                      -        149,364
Net Cash Provided by (Used in)
Operating Activities                            350,789        444,942
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in securities available for sale             -        117,780
Net sale (purchase) of fixed assets             (28,667)     1,677,404
Net Cash Provided by (Used in)
Investing Activities                            (28,667)     1,795,184
CASH FLOWS FROM FINANCING ACTIVITIES
Change in line of credit                        (23,040)           (82)
Change in loan fees                                 422              -
Change in loan payable                         (172,302)           669
Change in lease payable                               -           (224)
Change in notes and
mortgages payable                              (261,261)    (2,279,230)
Change in assets held for sale                  167,514              -
Change in common stock                              (63)             -
Change in preferred stock                      (700,000)             -
Change in paid in capital                       670,797              -
Net Cash Provided by (Used in)
Financing Activities                           (317,933)    (2,278,867)
Net Increase (Decrease) in Cash                   4,189        (38,741)
Cash at Beginning of Year                        15,643         54,384
Cash at End of Year                         $    19,832    $    15,643
Supplemental Cash Flow Disclosures:
Cash paid during year for interest          $   (75,758)   $   192,786
Cash paid during year for taxes       $              $               -
Schedule of Non-Cash Activities:
Common stock issued for services      $               -    $   149,364
Common stock received for services          $   150,000    $   365,916
Common stock issued for
acquisition of subsidiary             $               -    $   900,000
Common stock retired on the
sale of Northwest Medical Clinic, Inc.      $    29,2$               -
Loss on sale of Northwest
Medical Clinic, Inc.                        $ 1,542,3$               -






NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

     Triad Industries, Inc. (the Company) was incorporated under the laws of the
State  of Utah on  November  25,  1985.  The  Company  was  originally  known as
Investment   Marketing,   Inc.   Investment   Marketing,   Inc.  was  originally
incorporated for the purpose of buying,  selling,  and dealing in real property.
At a special meeting of the shareholders  held June 6, 1990 the Company name was
changed to Combined  Communication,  Corp. On June 7, 1990 the Company completed
the merger and became a Nevada Corporation. On October 17, 1997, the Company met
to amend the Articles of Incorporation  and change the name of the Company to RB
Capital  &  Equities,  Inc.  On March 15,  1999,  at a  special  meeting  of the
shareholders,  Healthcare Resource Management (HRM) reversed its common stock on
a one for ten (1:10) from 5,256,716 to 526,672 shares outstanding.  Also, at the
meeting of shareholders, HRM ratified a plan of reorganization whereby HRM would
acquire  100% of the  outstanding  shares of common  stock of RB Capital and its
subsidiaries  (Gam Properties and Miramar Road  Associates) for 5,068,150 shares
of HRM post split common stock and 700,000 shares of $1.00 preferred  stock. The
only significant shareholder was American Health Systems, Inc. who owned 373,333
of common  shares  before the merger and  1,120,000  of common  stock  after the
merger.  The 700,000  shares of preferred  stock were issued to American  Health
Systems,  Inc. for the note payable and the 99% interest RB Capital had acquired
in Miramar Road  Associates.  1,120,000  shares of common stock of the 5,068,150
shares issued to RB Capital & Equities,  Inc. went to American  Health  Systems,
Inc. in exchange for the 373,333 originally received from RB Capital & Equities,
Inc. as consideration for 100% of Gam Properties.  This 1,120,000 represents a 3
for 1 forward split of the 373,333 shares of RB Capital & Equities common stock.
The  acquisition was accounted for as a  recapitalization  of RB Capital because
the  shareholders  of RB  Capital  &  Equities,  Inc.  controlled  HRM after the
acquisition. Therefore, RB Capital & Equities, Inc. was treated as the acquiring
entity  for  accounting  purposes  and HRM was the  surviving  entity  for legal
purposes.  On March 15, 1999 the shareholders  also approved an amendment to the
Articles of Incorporation changing the corporate name to Triad Industries,  Inc.
On June 30, 2000,  Triad  Industries,  Inc.  acquired  certain assets subject to
certain  liabilities of Northwest Medical Clinic,  Inc., acquired certain assets
of Amerimed of Georgia, Inc. (a Georgia Corporation) and acquired certain assets
of Florimed of Tampa, Inc. (a Florida Corporation). These certain assets subject
to the  certain  liabilities  were  combined  and put  into a newly  formed  and
capitalize  corporation  operating under the name Northwest Medical Clinic, Inc.
The  acquisition  was  recorded  as a purchase  in  accordance  with  Accounting
Principles Board Opinions No. 16 (APB No. 16).  Northwest  Medical Clinic,  Inc.
operates in the personal  injury area and also performs sleep apnea  procedures.
On June 6, 2001 the Company  issued  900,000  shares  where by Triad  Industries
would acquire 100% of Corporate  Capital  Formation,  Inc. The  acquisition  was
recorded as a purchase in accordance with Accounting  Principles  Board Opinions
No. 16 (APB No. 16). Corporate Capital Formation, Inc. operates in the corporate
business consulting as well as business formation.


NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)

     In October 2001, Gam Properties and Triad Industries  combined  operations.
Gam Properties  Corporation  is to be dissolved.  On January 1, 2002 the Company
sold Northwest  Medical Clinic,  Inc. for a net loss of $1,542,394.  The Company
has authorized  50,000,000  shares of $0.001 par value common stock. The Company
operates through its five subsidiaries:

1. RB Capital  and  Equities,  Inc.  is a financial  services  corporation  that
operates  a  merger  and  acquisition  consulting  business.  The  company  does
corporate filing and capital reorganization  business for small emerging private
and public corporations.

 2. Miramar Road Associates, LLC. is presently inactive
in the property management  business.

  3. HRM, Inc. is presently inactive in the
healthcare  industry.

 4. Triad Realty is not yet  operating as a  consolidating
real  estate  company.

  5.  Corporate  Capital  Formation,  Inc.  is a financial
services corporation that operates a merger and acquisition consulting business.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   Accounting Method

     The Company's  policy is to use the accrual method of accounting to prepare
and  present  financial   statements,   which  conforms  to  generally  accepted
accounting principles ("GAAP'). The company has elected a December 31, year end.

b.       Basis of Consolidation

     The consolidated  financial  statements of Triad  Industries,  Inc. include
those accounts of RB Capital & Equity Inc., Healthcare Resource Management Inc.,
Miramar Road  Associates,  LLC. and  Corporate  Capital  Formation,  Inc.  Triad
Industries owns title to all of the assets and  liabilities of the  consolidated
financial  statement.  All  significant  intercompany   transactions  have  been
eliminated.

c.   Cash Equivalents

     The Company  considers  all highly  liquid  investments  with a maturity of
three months or less when purchased to be cash equivalents.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

d.   Estimates and Adjustments

     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.  Actual  results  could  differ  from  those  estimates.   In
accordance with FASB 16 all  adjustments  are normal and recurring.  See note 2j
regarding the Companies revenue recognition policy.

e. Basis of  Presentation  and  Considerations  Related to  Continued  Existence
(going concern)

     The Companys financial  statements have been presented on the basis that it
is a going  concern,  which  contemplates  the  realization  of  assets  and the
satisfaction  of  liabilities  in the normal  course of  business.  The Companys
management intends to raise additional  operating funds through operations,  and
debt or equity offerings. Management has yet to decide what type of offering the
Company  will  use or how much  capital  the  Company  will  raise.  There is no
guarantee that the Company will be able to raise any capital through any type of
offerings.

     There is not substantial doubt about the Companies ability to continue as a
going concern.

f.   Intangibles

     Intangible  assets consist of loan fees. The loan fees are being  amortized
on a straight-line basis over the length of the loan.

g.   Accounts Receivable

     The  Company  considers  accounts   receivable  to  be  fully  collectible;
accordingly, no allowances for doubtful accounts are required. If amounts become
uncollectable,  they will be charged to  operations  when that  determination  s
made.

h.  Concentration of Credit Risk

     The  Company   maintains  credit  with  various   financial   institutions.
Management performs periodic  evaluations of the relative credit standing of the
financial institutions. The Company has not sustained any material credit losses
for the  instruments.  The carrying  values  reflected  in the balance  sheet at
December  31, 2002  reasonable  approximate  the fair  values of cash,  accounts
payable,  and credit obligations.  In making such assessment,  the Company,  has
utilized discounted cash flow analysis,  estimated,  and quoted market prices as
appropriate in accordance with paragraph 9 of SFAS 107. Note 3 reflects the fair
value of the mortgage  payable in  accordance  with  paragraph 11, 12, and 13 of
SFAS 107.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

i.  Investments in Securities

     Marketable  securities at December 31, 2002 are classified and disclosed as
trading securities under the requirements of SFAS No. 130. Under such statement,
the  Companys  securities  are required to be  reflected at fair market  value.
Changes  in the  fair  value of  investments  or  valuation  of  securities  are
reflected in the statement of comprehensive  income or (loss) in accordance with
SFAS 130.

j.  Revenue Recognition and Deferred Revenue

     Revenue  includes  the  following:  RB  Capital &  Equities,  Inc.  revenue
consists of consulting income. Corporate Capital Formation Inc. revenue consists
of consulting  income.  Corporate  Capital  recognizes  revenue when services on
contracts are provided.  Triad  Industries,  Inc.  revenue consist of consulting
income and it consists of residential rental income. Triad Industries recognizes
revenue when services on contracts are provided and recognizes  rental income at
each beginning of each on a receivable  basis.  RB Capital & Equities,  Inc. has
various consulting contracts  outstanding in which the Company performs a set of
various  financial  services.  RB Capital  recognizes  revenue when  services on
contracts are provided.

k.  Line of Credit

     The  Company  has a  $50,000  line of  credit.  The  line of  credit  is an
adjustable  rate loan. The loan is an open revolving line of credit,  and annual
interest terms of prime plus 3.65%. There are no restrictions on the use of this
line of credit.  There is an  outstanding  balance of $7,038 as of December  31,
2002.

l.   Principles of Consolidation

     The  consolidated  financial  statements  include  the  accounts  of  Triad
Industries,  Inc., the parent Company, Healthcare Management Resources, a Nevada
corporation,  RB Capital &  Equities  Inc, a Nevada  corporation,  Miramar  Road
Associates  Inc., a California  LLC. and  Corporate  Capital  Formation  Inc., a
Nevada  corporation.  All  subsidiaries  are  wholly  owned  subsidiaries.   All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.









NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

m.  Income Taxes

     The Company accounts for income taxes using the asset and liability method.
Under the asset and liability  method,  deferred income taxes are recognized for
the tax consequences of temporary  differences by applying  enacted  statutory
tax rates  applicable  to future  years to  differences  between  the  financial
statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be realized. See note 6 regarding income tax benefit.

NEW ACCOUNTING PRONOUNCEMENTS:

     In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No.
145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical  Corrections  ("SFAS 145").  Among other things,  SFAS 145
eliminates the  requirement  that gains and losses from the  extinguishments  of
debt be  classified  as  extraordinary  items.  SFAS 145 is effective for fiscal
years beginning after May 15, 2002, with early adoption permitted.  The adoption
of  SFAS  145 did not  have a  material  effect  on the  Companies  consolidated
financial  statements.  In June 2002, the Financial  Accounting  Standards Board
issued  SFAS No.  146.  The  standard  requires  companies  to  recognize  costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a commitment  to an exit or disposal  plan.  The adoption of SFAS
146 did not have a  material  effect  on the  Companies  consolidated  financial
statements.  In October 2002, the Financial  Accounting  Standards  Board issued
SFAS No. 147,  Acquisitions of Certain Financial Institutions  an amendment of
FASB Statements No. 72 and 144 and FASB  interpretation No. 9. SFAS 147 removes
acquisitions of financial  institutions  from the scope of both Statement 72 and
interpretation  9 and  requires  that those  transactions  be  accounted  for in
accordance  with FASB  Statements No. 141,  Business  Combinations,  and No. 142
Goodwill and Other  Intangible  Assets.  Thus, the requirement in paragraph 5 of
Statement 72 to recognize  (and  subsequently  amortize)  any excess of the fair
value of  liabilities  assumed over the fair value of tangible and  identifiable
intangible  assets  acquired  as an  unidentifiable  intangible  asset no longer
applies to acquisitions  within the scope of this Statement.  In addition,  this
Statement  amends FASB  Statement  No. 144,  Accounting  for the  Impairment  or
Disposal   of   Long-Lived   Assets,   to   include   in  its  scope   long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor  and borrower  relationship  intangible  assets and credit  cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow  recoverability  test and impairment loss recognition and
measurement  provisions that Statement 144 requires for other long-lived  assets
that are held and used.  SFAS 147 is effective  October 1, 2002. The adoption of
SFAS 147 did not have a material effect on the Companies  consolidated financial
statements.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS:

     In December 2002, the Financial  Accounting Standards Board issued SFAS No.
148, Accounting for Stock-Based Compensation  Transition and Disclosure (SFAS
148). SFAS 148 amends SFAS No. 123  Accounting  for  Stock-Based  compensation
(SFAS 123), to provide  alternative methods of transition for a voluntary change
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  In addition,  SFAS 148 amends the disclosure requirements of SFAS
123 to  require  prominent  disclosures  in both  annual and  interim  financial
statements about the method of accounting for stock-based employee  compensation
and the effect of the method used on reported results. SFAS 148 is effective for
fiscal  years  beginning  after  December  15,  2002.  The  interim   disclosure
provisions are effective for financial reports containing  financial  statements
for interim periods  beginning after December 15, 2002. The Company is currently
evaluating  the effect that the adoption of SFAS 148 will have on its results of
operations and financial condition.


NOTE 3.  MORTGAGE PAYABLE

                         Interest Rate          Debt              Maturity Date

       350 W. 9th Avenue     7.820 %           $ 734,808          12/08/26
                                                             -----------------

                                                               $ 734,808
                                                           ===================

     The office  building  collateralize  the above  loans.  The loan  agreement
provides  for  monthly  payments  of interest  and  principle.  In June 2001 the
Company  purchased a 12, 500 square foot commercial  building  located at 350 W.
9th Avenue in Escondido,  California. The total debt of $734,808 was recorded as
follows:  current portion (less than one year) of $150,910 and long-term portion
(more than one year) of  $583,898.  On January  31,  2002 the  Company  sold the
Balboa  property  for  $391,500.  The total cost of the asset sold was  $386,350
leaving a net gain of $5,150.  On March 31, 2002 the Company also sold the Grand
property for $350,000.  The total cost of the asset sold was $261,867  leaving a
net gain of $88,133.








NOTE 4. PROPERTY & EQUIPMENT

     Property is stated at cost.  Additions,  renovations,  and improvements are
capitalized.  Maintenance  and repairs,  which do not extend  asset  lives,  are
expensed as incurred. Depreciation is provided on a straight-line basis over the
estimated useful lives ranging from 27.5 years for commercial rental properties,
5 years for tenant improvements, and 5 - 7 years on furniture and equipment.

                             December 31,            December 31,
                                 2002                    2001
 Land                            $   300,000    $   300,000
Buildings
                                    770,000        770,000
Equipment                             1,900         45,345
Computer                             20,438         20,438
Furniture                            16,188         13,312
Tenant Improvements                  34,597         35,685
                       -----------------------------------
                       -----------------------------------
                                $ 1,143,123    $ 1, 184,780
Less Accumulated Depreciation       (68,223)      (107,417)
                       -----------------------------------
Net Property and Equipment      $ 1,074,900    $ 1,077,363
                       ===================================


NOTE 5. BASIC & DILUTED GAIN / (LOSS) PER COMMON SHARE

     Basic  gain  (loss)  per  common  share  has been  calculated  based on the
weighted average number of shares of common stock outstanding during the period.
Diluted gain (loss) per common share has been  calculated  based on the weighted
average number of shares of common and preferred  stock  outstanding  during the
period.  The variance between basic and diluted weighted average is the addition
of preferred stock in the calculation of diluted weighted average per share.

                            December 31,         December 31,
                                 2002                 2001
                        -------------------- -------------------

Numerator income / (loss)         $   137,862   $    56,249
Denominator weighed average
number of shares outstanding        8,974,041     9,981,121
                         ----------------------------------------
                         ----------------------------------------
Basic gain / (loss) per share     $      0.02   $      0.01
                         ========================================

                                         December 31,
                                         2002          2001
                         ----------------------------------------

Numerator income / (loss)         $   137,862   $    56,249
Denominator weighed average
number of shares outstanding       10,374,863    11,681,121
                         ----------------------------------------
                         ----------------------------------------
Diluted gain / (loss) per share   $      0.01   $      0.00
                         ========================================








NOTE 6. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryfowards.  Deferred tax expense  (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.  At December  31, 2002 the Company has  significant  operating  and
capital  losses  carryfoward.  The tax benefits  resulting for the purposes have
been estimated as follows:

                                                        December 31, 2002
                                                     -----------------------

         Beg. Retained Earnings                            $ (1,100,094)
         Net Income (Loss) for Year ended 12/31/02           (2,087,709)
                                                  -------------------------
                                                  -------------------------
         Ending Retained Earnings                          $ (3,187,803)

         Income Tax Benefit                               $   834,691

     Realization  of deferred tax assets is  dependent  upon  sufficient  future
taxable  income  during the period that  deductible  temporary  differences  and
carryforward  are  expected  to  be  available  to  reduce  taxable  income.  In
accordance  with SFAS 109  paragraph  24 the Company had deemed that a valuation
allowance is not needed.  Net operating  loss expires twenty years from the date
the loss was incurred.


NOTE 7.  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

                                           Accumulated other
          Unrealized gain (loss) on       comprehensive income
                          securities       (loss)

Beginning balance      $      (0)    $(111,113)

Current-period change    (683,177)    (683,177)
                   ----------------------------------------
                   ----------------------------------------
Ending Balance          $(683,177)   $(794,290)
                   ========================================

Accumulated other comprehensive income (loss) has
 been reported in accordance with FASB 130 paragraph 26.







NOTE 8.  MARKETABLE SECURITIES

At December 31, 2002, the Company held trading securities of the
following companies:

                         Trading  Trading Number of         Mkt. Price    FMV
                          Symbol  Market  Shares        At Year End  At Year End

Atlantic Syndication         asni   otc       11,000             0.03      330
Diversified Thermal S.       dvts   otc       49,000             0.70   34,300
Komodo, Inc.                 kmdo   otc          668             0.19      127
Merchantpark Comm            mpkc   pink     413,500             0.00    2,068
Nicholas Inv.                nivi   otc    1,939,853             0.00    5,820
Oasis Infor. Systems, Inc.   ossi   otc      763,117             0.01    7,631
Millenium Plastics           mpco   pink      30,000             0.01      300
Global Energy, Inc.          geng   otc        5,000             0.95    4,750
Microsignal Corp.            msgl   otc       20,945             0.08    1,676

------------------------------------------------------------------------------
Total                                                                $  57,001
==============================================================================


     The  Company  is  in  accordance  with  SFAS  130  when  reporting  trading
securities.  All gains and losses are reported in the statement of comprehensive
income (loss) as unrealized gains or (losses).  Trading  securities are reported
at market value as of December 31, 2002 in accordance with SFAS 130.










NOTE 9.  INVESTMENTS IN SECURITIES AVAILABLE FOR SALE

At December 31, 2002, the Company held investments in the following companies:

                                        Number of  Value Price     FMV
                                           Shares  At Year End    At Year End
      ----------------------------------------------------------------
      ----------------------------------------------------------------

Advanced Interactive Inc.                   5,125       0.97     4,971
American Eagle Financial                   55,000       0.10     5,500
Atlantic & Pacific Guarantee            1,000,000       0.01    18,000
Beach Brew Beverage Company               625,000       0.02    17,500
Blue Gold                                 125,000       0.01       125
Carrara                                   325,000       0.00       371
Escondido Capital                         629,810       0.06    41,041
Heritage National Corporation                   0       0.00    25,000
International Sports Marketing, Inc.      100,000       0.01     1,000
Love Calendar (Nevada)                    100,000       0.01     1,000
Love Calendar (Utah)                       25,000       1.00    25,000
Love Concepts                             100,000       0.01     1,000
Noble Onie                                 25,000       0.10     2,500
Quantum Companies                       1,110,000       0.00     8,880
Resume Junction                            20,000       0.10     2,000
Spa International                         245,146       0.00         0
Sterling Electronic Commerce              300,000       0.05    15,000
The Shops Network                           5,000       0.10       500
Thunder Mountain                          100,000       0.01     1,000
Trans Pacific Group                       100,000       0.01     1,000

----------------------------------------------------------------------
Total                                  $  171,388
======================================================================


     The Company owns less than 5% in each of these companies with the exception
of Quantum  Companies.  Quantum Companies is recorded on the equity method.  The
companies  are  nonmarketable  equities  and are  recorded  at cost.  Unrealized
holding gains and loss will be in accordance  with paragraph 26 of SFAS 130 when
and if the Companies begin trading.  In 1999, the Company returned 50,000 shares
of $5.00  preferred  stock of American  Health  Systems  that was earned in 1998
because the business plan was not approved by the state of California.  This was
considered a disposition of stock.  All gains and losses will be recorded in the
statement of operations under other income and expenses. As of December 31, 2002
the Company had an 8.5% share of Pro Glass Technologies,  Inc. Heritage National
Corporation is a privately owned Company.





NOTE 10.  ACQUISITIONS
     Triad Industries  acquired Gam Properties and Miramar Road Associates,  LLC
on  February  26,  1999.  Both  acquisitions  were  recorded  as a  purchase  in
accordance  with Accounting  Principles  Board Opinions No. 16 (APB No. 16). Gam
Properties Inc. is in the residential  rental business.  Triad Industries issued
1,120,000 shares of common stock, the stocks trading value was $.63 per share in
the  acquisition  of Gam  Properties.  Gam  Properties  was valued at  $700,000.
Miramar  Road  Associates,  LLC. is in the  commercial  rental  business.  Triad
Industries  issued 700,000 shares of $1.00 preferred stock in the acquisition of
Miramar Road  Associates.  Therefore,  the interest in Miramar Road  Associates,
LLC.  was  valued at  $700,000.  In  September  2000,  the  Company  absorbed  a
contingent liability on behalf of the old owner of Miramar for the remaining 1%.
All  shares  issued for the  acquisition  of Gam  Properties  and  Miramar  Road
Associates  were valued at whatever  was given up or received  whichever is more
readily  determinable.  On March 15,  1999  Triad  Industries  acquired  HRM for
526,672 shares of common stock in  conjunction  with a  recapitalization  of the
Company. HRM is in the business of healthcare management. On May 27, 2001, Triad
Industries,  Inc.  acquired the assets  subject to the  liabilities of Corporate
Capital Formation, Inc. The acquisition was recorded as a purchase in accordance
with Accounting Principles Board Opinions No. 16 (APB No. 16). Corporate Capital
Formation,  Inc.  operates  in the  corporate  business  consulting  as  well as
business  formation.  There were no significant  assets or liabilities  acquired
from Corporate Capital Formation, Inc. Triad Industries, Inc. will acquired 100%
of the equity interest of from Corporate Capital  Formation,  Inc. in return for
voting common stock, and that from Corporate Capital Formation, Inc. will become
a wholly owned  subsidiary  of Triad  Industries,  Inc. As per  agreement  Triad
Industries,  issued  900,000  shares  of  common  stock on June 6,  2001 for the
purchase  of  Corporate  Capital  Formation,  Inc.  All  shares  issued  for the
acquisition of Corporate Capital Formation, Inc. was valued at market price. The
operating  results  of the  acquired  entities  are  included  in the  Companys
consolidated financial statements from the date of acquisition.

NOTE 11.  STOCK TRANSACTIONS

     Transactions,  other than employees stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value of the equity  instruments  issued,  or  whichever  measure is deemed more
realizable.







NOTE 11.  STOCK TRANSACTIONS (CONTINUED)

As of January 1, 1998 there were 2,339,529 shares of common stock outstanding.

On June 1998,  the Company  issued 13,200 shares of common stock valued at $1.07
per share for marketable  securities.  Since there is no market for the Companys
common stock, the shares were valued at the trading price of the securities that
were received.

On June 17, 1998,  the Company  issued  60,000  shares of common stock valued at
$.90066 per share for  marketable  securities.  Since there is no market for the
Companys  common  stock,  the shares  were  valued at the  trading  price of the
securities that were received. On June 17, 1998 the Company issued 30,480 shares
of common stock for the  conversion  of debt valued at $.334 per share.  On June
17, 1998,  the Company  issued  135,000  shares of common  stock for  marketable
securities valued at $.334 per share.  Since there is no market for the Companys
common stock, the shares were valued at the trading price of the securities that
were  received.  On June 17, 1998,  the Company  issued 300,000 shares of common
stock for services to officers of the Company valued at $.334 per share.

On November 4, 1998,  the Company  issued  375,000  shares of common stock for a
subscription receivable valued at $.166 per share.

On December 31, 1998 the Company  issued  18,750 shares of common stock for debt
conversion  valued at $.3234 per share. On December 31, 1998, the Company issued
60,759 shares of common stock for management  fees valued at $.334 per share. On
December 31, 1998,  the Company  issued  60,486  shares of common stock for debt
conversion  valued at $.334 per share.  On December 31, 1998, the Company issued
225,000  shares of common stock for  marketable  securities  valued at $.206 per
share. Since there is no market for the Companys common stock, the shares were
valued at the trading price of the securities that were received.

As of December 31, 1998 there were 3,633,204 shares of common stock outstanding.









NOTE 11.  STOCK TRANSACTIONS (CONTINUED)

At the shareholders  meeting held March 15, 1999 the  stockholders  approved the
acquisition of Healthcare  Resource  Management (HRM) a Nevada  corporation in a
recapitalization  for 526,672 shares of common stock. Also, the Company ratified
a plan of  reorganiation  where they issued 1,120,000 shares of common stock and
700,000  shares of  preferred  stock to satisfy  note  payables for two of their
subsidiaries (Gam Properties and Miramar Road Associates). On March 15, 1999 the
Company issued 313,942 shares of common stock for services issued valued at $.63
per share.


In September  the Company  issued  150,000  shares of $1.00 par value  preferred
stock (transaction was valued at the most readily  determinable price; which was
the value of preferred  stock) in exchange  for 1.5 million  shares of Pro Glass
Technologies, Inc. common stock. The 1.5 million shares represented (at the time
of acquisition) 8.5% of Pro Glass Technologies, Inc. outstanding common stock.

In December 1999 the Company  issued 320,000 shares of common stock for cash @ $
0.22 per share. On December 31, 1999 there were 6,403,418 shares of common stock
and 850,000 shares of preferred stock outstanding. In December 1999, the Company
issued  489,600  shares of common  stock to  management  and key  employees  for
services rendered valued at $ 0.06 per share.

On January 5, 2000 the Company issued 72,000 shares of common stock to Directors
for services rendered valued at $ 0.06 per share.

On March 1, 2000 the  Company  issued  123,000  shares  of  common  stock to its
President for services rendered valued at $0.15 per share.

On June 15, 2000 the Company  issued  72,000 shares of common stock to Directors
for services rendered valued at $ 0.50 per share.

On June 30, 2000 the Company  issued  1,463,302  shares of common  stock for the
purchase  of  Northwest  LLC.  valued at $ 0.96 per share.  On June 30, 2000 the
Company issued 36,583 shares of common stock to Donner  Investment Corp.  valued
at $ 0.96 per share.

On October 1, 2000 the Company  issued  200,000  shares of common stock to Novak
Capital valued at $ 0.20 per share.




NOTE 11.  STOCK TRANSACTIONS (CONTINUED)

On December  12,  2000 the  Company  issued  288,000  shares of common  stock to
Directors for services rendered valued at $ 0.24 per share.

On  January  15,  2001 the  Company  issued  50,000  shares of common  stock for
consulting fees valued at $ 0.17 per share.

On January  18,  2001 the  Company  issued  144,762  shares of common  stock for
management fees valued at $ 0.21 per share.

On February  21, 2001 the Company  issued  25,100  shares of common stock to its
president for services rendered valued at $ 0.15 per share.

On March 1, 2001 the Company  issued  700,000  shares of common  stock under the
employee stock option plan valued at $ 0.17 per share.

On June 6, 2001 the  Company  issued  900,000  shares  of  common  stock for the
purchase of Corporate Capital Formation Inc. valued at $ 0.11 per share.

On June 22, 2001 the Company  issued 360,000 shares of common stock to Directors
for services rendered valued at $ 0.03 per share.

On October 1, 2001 the Company  rescinded  the March 1, 2001 issuance of 700,000
shares of common stock.

On January 1, 2002 the Company  cancelled the stock issuance of 1,463,302 shares
of common stock issued in the purchase of Northwest Medical Clinic, Inc.

On October 15,  2002 the Company  converted  700,000 of its  preferred  stock to
1,400,000 shares of common stock.

As of December 31, 2002 the Company had 10,074,863 shares of common stock issued
and outstanding.












NOTE 12.  STOCKHOLDERS EQUITY

     The  stockholders  equity  section of the Company  contains the  following
classes  of  capital  stock  as of  December  31,  2002.  (A)  Preferred  stock,
nonvoting, $ 1.00 par value; 10,000,000 shares authorized; 150,000 shares issued
and  outstanding.  (B)  Common  stock,  $ 0.001  par  value;  50,000,000  shares
authorized;  10,074,863  shares issued and  outstanding as of December 31, 2002.
The holders of  preferred  stock are  entitled to receive  dividends  calculated
using an  Available  Cash Flow formula as  prescribed  by the  Certificate  of
Designation of Preferred Stock. There have not been any dividends declared as of
December 31, 2002. The preferred stock is (1) non-voting; (2) convertible at the
second  anniversary  from  issuance on a two for on (2:1) basis to common stock;
(3)  has a  preference  over  common  stock  to be paid  $1.00  per  share  as a
preferential liquidation.

NOTE 13.  ISSUANCE OF SHARES FOR SERVICES  STOCK OPTIONS

     The company has a  nonqualified  stock option plan,  which provides for the
granting of options to key employees,  consultants,  and nonemployees directors
of the  Company.  The  valuations  of shares for  services are based on the fair
market  value of  services.  The  Company  has  elected to account for the stock
option plan in accordance with paragraph 30 of SFAS 123 were the compensation to
employees  should be recognized over the period(s) in which the related employee
services are  rendered.  In  accordance  with  paragraph 19 of SFAS 123 the fair
value of a stock option granted is estimated using an  option-pricing  model. As
of December 31, 2002 there were no stock options issued or outstanding.


















NOTE 14. DISCONTINUED OPERATIONS

Northwest Medical Clinic, Inc.

Effective January 1, 2002, Northwest Medical Clinic, Inc. division was sold. The
following is a summary of the loss from  discontinued  operation  resulting from
the sale of Northwest Medical Clinic, Inc. No tax benefit has been attributed to
the discontinued operation.

                                        For the Year Ended December 31,
                                         2002                 2001
                                   ------- --------------------------
     ---------------------------- ----------------------------------------
REVENUES                            $         0    $   266,117

OPERATING EXPENSES
Costs of sales                                0         88,739
General & administrative                      0        138,276
                   -------------------------------------------
                   -------------------------------------------
Total Operating Expenses

Income from Operations                        0         39,102

Other Income & (Expenses)
Interests expense                             0            965
                   -------------------------------------------
                   -------------------------------------------
Total Income & (Expenses)                     0            965
                   -------------------------------------------
                   -------------------------------------------

NET INCOME BEFORE TAXES             $         0    $    38,137

INCOME TAXES                                  0              0
                   -------------------------------------------
                                  ----------------------------

Loss from Discontinued Operations   $(1,542,394)   $         0
                   ===========================================

The loss was incurred by Triad  Industries,  Inc. was due to the market value of
the stock price at the time of the sale of Northwest Medical Clinic,  Inc. As of
the date of stock issuance for the purchase of Northwest  Medical  Clinic,  Inc.
and the date of the sale the value of the stock had dropped $0.94 per share.


NOTE 15. SUBSEQUENT EVENT

In February 2003 the Company declared a 20 for one stock split.