22

                       Securities and Exchange Commission
                              Washington, DC 20549

                                   FORM 10-KSB

     x Annual Report pursuant to Section 13 or 15(D) of the Securities  Exchange
Act of 1934 (Fee  required)  For the fiscal  year  ended  December  31,  2001 Or
Transition Report pursuant to Section 13 or 15(D) of the Securities Exchange Act
of 1934 (No Fee Required) Commission File Number: 0-28580

                             Triad Industries, Inc.
             (Exact Name of Registrant as specified in its charter)


                Nevada                                               88-0422528
(State or other jurisdiction of incorporation or organization)    (IRS Employer
                                                        Identification Number)

                           350 W. 9th, Ave, Suite 104
                               Escondido, CA 92025
              (Address and zip code of principal executive offices)

                                 (760) 291-1710
               (Registrants telephone number, including area code)

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

     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.

                                    x YES NO
Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (229.405 of this chapter) is not contained  herein,  and will
not be contained, to the best of the registrants knowledge, in definitive proxy
or  information  statements  incorporated  by reference in Part III of this Form
10-K or any amendment to this Form 10-K. x

As of December 31, 2001, the aggregate  market value of the voting stock held by
non-affiliates  of the  registrant  was  $148,796  based  upon a $.02 per  share
trading price on January 10, 2002.

Indicate the number of shares outstanding of each of the registrants  classes of
common stock, as of the latest practicable date.
            Common Stock                        10,138,165 Shares Outstanding
           $0.001 par value                       as of December 31, 2001

                       Documents Incorporated by reference

     Certain information required by Part III of this Form 10-KSB is included by
reference to the Companys  definitive  proxy statement filed in accordance with
rule 14a-101, Schedule 14A.

       Traditional Small Business Disclosure Format (check one): Yes x No

         The issuers revenues for its most recent year were $1,950,308.




                                       ii

                             TRIAD INDUSTRIES, INC.
                                TABLE OF CONTENTS

                                     PART I
                                                                    Page
Item 1.          Description of Business                             2-4
Item 2.          Description of Property                             4-5
Item 3.          Legal Proceedings                                   5-6
Item 4.          Submission of Matter to a Vote of Security Holder     6
                                                      PART II
Item 5.          Market for Common Equity and Related Stockholder
                     Matters                                         6-7

Item 6.          Managements Discussion and Analysis or Plan of
                     Operation                                       7-8

Item 7.          Financial Statements                                8

Item 8.          Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure           9

                                                     PART III

Item 9.          Directors, Executive Officers, Promoters and Control persons;
                     Compliance with Section 16(a) of the Exchange Act    9-10

Item 10.         Executive Compensation                                   10-11

Item 11.        Security Ownership of Certain Beneficial Owners and
                     Management                                           11

Item 12.        Certain Relationships and Related Transactions            12

Item 13.        Exhibits and Reports on Form 8-K                          12


SIGNATURES                                                               S-1








                                                         1

                                                      PART 1

     This  document  includes  statements  that may  constitute  forward-looking
statements made pursuant to the Safe harbor provisions of the Private Securities
Litigation reform Act of 1995. The Company would like to caution certain readers
regarding certain forward-looking statements in this documents and in all if its
communications to shareholders and others, on managements projections, estimates
and  all  other  communications.   Statements  that  are  based  on  managements
projections, estimates and assumptions are forward-looking statements, the words
believe, expect,  anticipate,  intend and similar expressions generally identify
forward-looking  statements.  While the Company  believes in the veracity of all
statements made herein,  forward-looking statements are necessarily based upon a
number of estimates,  and assumptions  that, while considered  reasonable by the
Company,   are  inherently  subject  to  significant   business,   economic  and
competitive  uncertainties and contingencies and know and unknown risks. Many of
the  uncertainties  and contingencies can affect events and the Companys actual
results  and could  cause its  actual  results  to differ  materially  from this
expressed  in any  forward-looking  statements  made by,  or on  behalf,  of the
Company.

ITEM     1.       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.

     Combined  Communication,  Corp. was in the business of merchandising  video
tapes  through  automated  dispensing  machines.  The  company  exited the video
merchandising  business by selling the merchandising assets to ARS International
in August of 1994.  Combined  Communications  then managed ARS  International in
their merchandising operations until October 1997.

     On October 17, 1997 at a Special Meeting of the  Shareholders,  the company
met to amend the Articles of  Incorporation to change the name of the company to
RB Capital & Equities, Inc.

     On March 15, 1999 at a Special  Meeting of the  Shareholders  of Healthcare
Resource  Management,  Inc. (1) reversed it common stock on a one for ten (1:10)
basis from 5,256,716 to 526,672 shares outstanding.  Also at the Special Meeting
of  Shareholders,  Healthcare  Resource  Management,  Inc.  ratified  a plan  of
reorganization  whereby Healthcare Resource Management 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  Healthcare
Resource  Management,  Inc. post split common stock and 700,000  shares of $1.00
preferred  stock.  RB Capital and  Equities  was a  non-trading  publicly  owned
company and the company had approximately 400 shareholders. The only significant
shareholder  was American  Health  Systems,  Inc. who owned  373,333  (23.5%) of
common shares before the merger and 1,120,000 (17.5%) of common shares after the
merger.  The 700,000  shares of preferred  stock were issued to American  Health
Systems, Inc. for a note payable for the 99% interest RB Capital had acquired in
Miramar  Road  Associates.  1,120,000  shares of common  stock of the  5,068,150
issued to RB Capital went to American Health  Systems,  Inc. in exchange for the
373,333  originally  received from RB Capital & Equities,  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 controlled  Healthcare Resource Management,  Inc. after the acquisition.
Therefore, RB Capital is treated as the acquiring entity for accounting purposes
and  Healthcare  Resource  Management,  Inc. is 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.

     In September of 1999 Triad  Industries  acquired the unowned 1% interest in
Miramar Road Associates, for cash.

     On June 30, 2000 Triad  acquired the assets  subject to the  liabilities of
Northwest Medical Clinic, Inc., a Georgia corporation, in exchange for 1,463,302
shares of common stock.

     On May 27, 2001 Triad  acquired  100% of the  outstanding  common  stock of
Corporate Capital Formation, Inc. a Nevada corporation,  in exchange for 900,000
shares of common stock.

     As of December  31, 2001 the  Company  had  10,138,165  shares of $.001 par
value common  stock  outstanding  and 850,000  shares of $1.00  preferred  stock
outstanding.


Subsidiaries

         Triad owns five subsidiaries on a wholly owned basis:

     1- RB Capital and  Equities,  Inc.,  a Nevada  corporation,  is a financial
service corporation that operates a merger and acquisition  consulting business.
The company does corporate filings and capital reorganization business for small
emerging private and public client corporations. 100% owned.

     2- Miramar Road Associates,  LLC. a California  Limited Liability  Company,
Presently  inactive.  Miramar Road Associates sold their commercial  property in
May of 2001 for $3,950,000.100% owned.

     3- Northwest  Medical Clinic,  Inc. a Georgia  corporation,  engaged in the
healthcare  delivery  business,  consisting of personal injury,  sleep apnea and
hormone replacement therapy. There are a total of 7 employees. 100% owned

     4- Healthcare Resource  Management,  Inc., a Nevada corporation.  Presently
inactive. 100% owned.

     5- Corporate Capital Formation, Inc. , a Nevada Corporation, is a financial
services corporation that operates a merger and acquisition consulting business.
The company does corporate filings,  capital  reorganizations and resident agent
services for small and emerging private or public companies. 100% owned.

     It should be noted  that  during the  fourth  quarter  of 2001 the  company
consolidated  Gam Properties,  Inc. a subsidiary into the parent holding company
Triad Industries,  Inc. Therefore, Triad Industries Inc., is no longer a holding
company and has business  activities of its own.  Triad now controls three real
estate properties.

     A- Three units  located at 2135-39  Grand Ave, San Diego,  CA 92103.
  ** B-Four units located at 2016-18 Hornblend and 2016-18 Balboa Avenue,
        San Diego CA,92109.*,
 ** C- An 11,624 square foot commercial property located at 350 W. Ninth
Street, Escondido, CA 92025.

     *This is one apartment building.  The building has four units built back to
back; therefore, there are two units on each street.

     ** These  properties  were  both  sold in the first  quarter  of 2002.  The
Hornblend  Balboa  property  closed on January 30, 2002 and sold for  $391,000.
The Grand Avenue property closed on March 31, 2002 and sold for $350,000.

Services and Operations

Triad Industries, Inc. Parent Company.
     Triad  owns and  operates  three  real  estate  properties  in the  pacific
southwest part of the United States. These properties consist of residential and
commercial rental units, located in the county of San Diego, in California which
are rented on a month to month basis.

     2135-39 Grand Avenue, San Diego,  California.  This property contains three
units in two buildings  containing  approximately  2,100 square feet.  This is a
beach property. The property is 100% occupied.

     2016-18 Balboa and 2015-17 Hornblend, San Diego, California.  This property
consists of four units of approximately 2,200 square feet, with each unit having
its own yard. The property is zoned for commercial use with a 100-foot  frontage
on a main traffic artery,  surrounding the Pacific Beach area of San Diego.  The
property is 100% occupied.

     350 W. Ninth Street,  Escondido,  California.  This property consists of an
11,624 square foot commercial building. There are a total of eight tenants as of
December  31,  2001  including  RB Capital &  Equities  (a  subsidiary  of Triad
Industries, Inc.). AS of December 31, 2001 the building was 78% occupied.

     Triads  business is such that its real estate  holdings change from time to
time.  Triad continues to work on optimizing its portfolio.  All of the existing
properties   have  positive  cash  flows  at  this  time.  San  Diego  generally
experiences a strong rental market and it should continue through 2002.

         RB Capital & Equities, Inc.        100% owned
     The Company is in the merger and acquisition  consulting  business.  In the
financial services area the firm prepares S-1, SB2, S-4, and S-18,  Registration
Statements,  15c2-11 filings,  Regulation D 504, 505, and 506 Private  Placement
memorandums with regulatory  filings,  and other SEC reports such as Form 10 and
Form 10SB,  8K and related  filings.  In addition the Company  prepares  Plan of
Reorganization  for Internal Revenue Code, Rule 368 (a)(1)(a),  369(a)(1)(b) and
369c  (a)(1)(c)  for  business  combinations.  The firm also  prepares and files
Articles of Incorporation, By Laws, Officer and Director filings, State reports,
business  plans,  and does  general  accounting  for client  firms.  The Company
arranges  for  independent  auditing  and legal  services  to be  performed  for
clients. The Company functions in the Public Relations areas including,  but not
limited to  shareholder  letters,  corporate  profiles,  press releases based on
client information.

     Miramar  Road  Associates,LLC.100%   owned.  California  Limited  Liability
Company. Presently inactive.


         Northwest Medical Clinic, Inc.  100% owned.
     Northwest Medical Clinic, Inc., was acquired June 30, 2000. It is a 10 year
old Georgia corporation that operates a 2,500 square foot medical clinic at 2430
Herodian Way, Suite 250,  Smyrna,  Georgia,  30080. The clinics main business is
the delivery of personal injury medical  services for  approximately  60% of its
business  and 40% is  generated  by  treating  sleeping  disorders  and  hormone
replacement therapy.


         Corporate Capital Formation, Inc. 100% owned
     The Company is in the merger and acquisition  consulting  business.  In the
financial services area the firm prepares S-1, SB2, S-4, and S-18,  Registration
Statements,  15c2-11 filings,  Regulation D 504, 505, and 506 Private  Placement
memorandums with regulatory  filings,  and other SEC reports such as Form 10 and
Form 10SB,  8K and related  filings.  In addition the Company  prepares  Plan of
Reorganization  for Internal Revenue Code, Rule 368 (a)(1)(a),  369(a)(1)(b) and
369c  (a)(1)(c)  for  business  combinations.  The firm also  prepares and files
Articles of Incorporation, By Laws, Officer and Director filings, State reports,
business  plans,  and does  general  accounting  for client  firms.  The Company
arranges  for  independent  auditing  and legal  services  to be  performed  for
clients. The Company functions in the Public Relations areas including,  but not
limited to  shareholder  letters,  corporate  profiles,  press releases based on
client  information.  The company  also  performs  resident  agent  services for
outside clients

         Healthcare Resource Management, Inc.  100% owned
     Healthcare  Resource  Management,  Inc., Inc. is a Nevada  corporation that
resulted from the business  combination of Healthcare  Resources and RB Capital.
It was  capitalized  by the  non-related  assets  of the  business  combination.
Healthcare  Resource  Management,  Inc. is  designed to be a medical  management
company, however; it is presently inactive.
Competition

     All of the properties Triad Industries, Inc. owns are located in the county
of San Diego,  in California.  Although there are many rental  properties in San
Diego,  there is also a high demand.  Therefore,  there is high  competition but
also a very high demand for the rental property market in San Diego.

     RB Capital and Equities and  Corporate  Capital  Formation  both face heavy
competition in the financial services industry. However, in managements opinion
both companies have found their niche in the financial services  industry.  Both
companies cater to small public  companies and private  companies who hope to go
public. Management has not compiled any material data to support their opinion.

     Northwest  Medical Clinic faces  competition  from about 4 other clinics in
the Atlanta area that offer the same services.  To gain a competitive  advantage
Northwest  Medical  Clinic has tried to  differentiate  itself  from these other
clinics by offering sleep apnea and hormone replacement treatments.

Employees

     Including its officers and directors the consolidated  operations employ 12
full time  employees.  One  employee  devotes time as needed for the real estate
operations , seven employees work full time in the medical sector, and five full
time employees in the financial services sector (RB Capital & Equities, Inc. and
Corporate  Capital  Formation,  Inc. One employee  from the  financial  services
sector  is who  handles  the real  estate  properties.  The  companies  also use
independent  consultants for a variety of tasks, including medical doctors, real
estate brokers, and property managers.




Item 2.  Description of Property

     Triad   Industries,   Inc.,  and  RB  Capital  &  Equities,   Inc.,  occupy
approximately  1645  square  feet of  general  office  space at 350 W. Ninth St,
Escondido,  Ca 92025. Triad Industries,  Inc. owns the building. The building is
approximately  11,624 square feet,  which of this 9,979 square feet is rented to
others on a month to month basis.

     Corporate Capital  Formation,  Inc. leases a 300 square foot office located
at 2950 E.  Flamingo  Rd.,  Las  Vegas,  NV 89121 on a month to month  basis for
$500.00 per month..

     Northwest Medical Clinic,  Inc. leases a 2500 square foot medical clinic at
2430 Herodian Way, Suite 250, Smyrna, GA 30080 on a five year lease at $2900 per
month.

     The  table  below  illustrates  the  purchase  price,  mortgages,   equity,
annualized  rental  income  and  occupancy  of the  properties  owned  by  Triad
Industries, Inc. as of December 31, 2001.

                     Purchase                     Interest               Annual
Property               Price         Mortgage      Rate    Equity        Rental
                                                                         Income

350 W. Ninth St.**    $1,070,000   $  744,055       7.82%$  325,945   $  120,763


2135-39 Grand Ave.*      355,350      231,867       7.9%    123,483       30,900

2016-18 Balboa           364,000      317,133       7.8%     46,867       37,500
2015-17 Hornblend *



                        Occupancy
350 W. 9th Ave.         100% 8 tenants

2135-39 Grand Ave       100%

2016-18 Balboa
2015-17 Hornblend       100%




     Triad  Industries,  Inc.  owns three (3)  properties  in San Diego  County,
California.  These  properties  are  leased to others  for a  monthly  fee.  The
properties are as follows:

350 W. Ninth St, Escondido, CA 92025
         11,624 Square foot commercial building
Purchase price:         $   1,070,000
Present loan balance:   $     744,055
Annual income:          $     120,763
Loan interest rate:             7.82%
RE annual taxes:        $      13,375
RE taxes monthly:       $    1,114.58
RE tax rate:                    1.25%
P&I Monthly:            $   5,691.88
Insurance:              $115 per mo.
Lease term:             Property leased on a month to month basis to
                        7 other tenants

2135-39 Grand Avenue, San Diego, CA 92103
         3 rental units (all 2 bed, 1 bath)
         Purchase price:            $355,350
         Present  loan balance:     $231,867
         Annual income:             $ 30,900
         Loan interest rate:           7.9%
         RE annual taxes:           $  3,735
         RE taxes monthly:          $    311
         RE tax rate:                    1.1%
         P&I monthly:                 $1,772
         Insurance:                      $55
         Lease term:                month to month tenants; have been
                                     in property for two years
                                            .

2016-18 Balboa, 2015-17 Hornblend Ave. San Diego, CA 92109
         4 Rental Units (all 1bed, 1 bath)
         Purchase price:            $364,000
         Present first loan balance:$267,133
         Present second loan bal:   $50,000
         Annual income:             $37,500
         Loan interest rate:           7.8%
         RE annual taxes:           $3,588
         RE taxes monthly:          $ 299
         RE rate:                   1.0%
         P&I monthly:              $2,563.57
         Insurance per Month:      $58
         Lease term:               month to month  tenants,  3 of the 4 tenants
                                   have been in property for two years


     Triad Industries,  Inc. residential property occupancy rate is 100% and the
commercial  occupancy  property  rate  is 78% as of  December  31,  2001.  Triad
Industries,  Inc.  real property  holdings are  depreciated  on a  straight-line
basis.  The  useful  lives of the  property  is 39.5  years for the  residential
property and 27.5 for the commercial property for accounting purposes.

     The Grand  Avenue  property  is a triplex  made up of three two bedroom one
bath dwellings. The Balbaoa- Hornblend property is made up of four 1 bedroom and
1 bathroom dwellings.  The commercial property is currently made up of 10 office
suites.  However, the building can be reconfigured to suit an individuals needs.
These  properties  are in  excellent  rental  condition.  There  are no plans to
further renovate,  improve or develop any of Triads real properties.  Management
believes the properties are adequately covered by insurance.

     Currently,  management  has not set any  limitations  on the  percentage of
assets, which may be invested in a single investment. Management has not set any
limitations on the number of mortgages,  which may be placed on any one piece of
property.

     *It should be noted that the companys  auditor has placed a Net Realizable
Valuation  Allowance  on these two  properties  for a total of $54,836.  The Net
Realizable Valuation Allowance lowers the carrying value of these two properties
on the  Companys  books by $54,836.  It should  further be noted that these two
properties  sold in the first  quarter of 2002 . The  Balboa-Hornblend  property
sold for $391,000 and closed on January 30, 2002. The Grand Avenue property sold
for $350,000 and closed on March 31, 2002.

     **Five tenants: (1) Manitou Engineering,  (2) RB Capital & Equities,  Inc.,
(3) Mediasoft (4) Teamwork Associates and (5) Neighborhood Funding occupy 66% of
the  building and  contribute  85% of the rental  revenue with 42 other  tenants
renting the rest of the building.

Item 3.  Legal Proceeding
     The Company is not a part of any material pending legal  proceedings and no
such  action by, or to the best of its  knowledge,  against the Company has been
threatened

Item 4.  Submission of Matters to Vote of Security Holders

     At the Annual Meeting of Shareholders  held August 2, 2001 the shareholders
elected  directors  to serve  for one year or until  their  successors  are duly
qualified.

                           Bryce Smith               Richard Furlong
                           Linda M. Bryson          J. William Byrd
                           Michael Kelleher          James Crowell

                           The above directors were elected at the meeting.

     At the same meeting the  shareholders  adopted and ratified a proposed 2001
stock option plan. The  Shareholders  also elected to appoint  Armando Ibarra as
independent  auditor and Signature  Stock Transfer as the registrar and transfer
agent for the Company.
                                                      Part II

Item 5.  Market for Registrants Common Equity and Related Matters

     The Companies  common stock is traded in the NASD Electronic  Pink Sheets
under the symbol  TRDD.  The company stock has,  during the fiscal year ending
December 31, 2001,  traded between $.01 and $.30 per share. The number of shares
of record of common stock,  $.001 par value, of the Company was 10,138,165 as of
December 31, 2001. The Company has not yet adopted any policy regarding  payment
of dividends.

     The high and low bid price  quotations  for the common  stock,  as reported
NASDAQ are as follows for the periods indicated:
                           Low              High
Qtr Ended 3-31-00          $.55             $1.00
Qtr Ended 6-30-00          $.25             $.55
Qtr Ended 9-30-00          $.385            $.60
Qtr Ended 12-31-00         $.25             $.30
Qtr Ended 3-31-01          $.09             $.30
Qtr Ended 6-30-01          $.01             $.09
Qtr Ended 9-30-01          $.01             $ 09
Qtr Ended 12-31-01         $.01             $.06

     As of December 31, 2001, the Company has issued and outstanding  10,138,165
shares of common stock  outstanding to 504 shareholders of record,  which figure
does not take into account those  shareholders  whose certificates that are held
in the name of broker-dealers.

     The  ability  of an  individual  shareholder  to trade  their  shares  in a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuers  securities  be registered in their
state or  approximately  exempted from  registration  before the  securities are
permitted  to  trade  in that  state,  Presently,  the  Company  has no plans to
register its securities in any particular state. Further, most likely the Common
Stock will be subject to the  provisions  of Section 15(g) and Rule 15g-9 of the
Securities  Exchange Act of 1934,  as amended  (the  Exchange  Act),  commonly
referred  to as the penny  stock  rule.  Section  15(g)  sets  forth  certain
requirements for transactions in penny stock and Rule 15g-9 (d)(1)  incorporates
the  definition  of  penny  stock  as that  term is used in Rule  3a51-1  of the
Exchange Act.

     The Securities and Exchange  Commission (the Commission)  generally defined
penny stock to be any equity  security  that has a market  price less than $5.00
per share,  subject to certain  exceptions.  Rule 3a51-1 provides that an equity
security is considered  to be a penny stock unless that security is:  registered
and traded on a national  securities  exchange meeting specified criteria set by
the Commission;  authorization for quotation on The NASDAQ Stock Market;  issued
by a registered investment Company; excluded from the definition on the basis of
price (at least  $5.00  per  share) or the  issuers  net  tangible  assets;  or
exempted  from the  definition  by the  Commission.  If the Companys  shares are
deemed to be penny  stock,  trading in the shares will be subject to  additional
sales practice  requirements on broker-dealers  who sell penny stocks to persons
other than established  customers and accredited  investors,  generally  persons
with assets in excess of  $1,000,000  or annual income  exceeding  $200,000,  or
$300,000 together with their spouse.
     For transactions  covered by these rules,  broker-dealers must make special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchasers  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving  penny  stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker dealer
must also  disclose the  commissions  payable to both the broker  dealer and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements must be sent disclosing the recent price information for the
penny stock held in the account and  information  on the limited market in penny
stock and/or maintain a market in the Companys  Common Stock and may affect the
ability of shareholders to sell their shares.
         There are three main exemptions to the penny stock rule.

1.       A Company whose stock is priced at $5.00 or above per share.
2.       A Company whose net worth exceeds $5,000,000.
3.       A Company over five years old with a net worth of $2,500,000.

     A broker/dealer  selling to other than established  customers or accredited
investors must do so on an unsolicited basis.

Recent Sales of Unregistered Securities
     On January 5, 2000 the Company  issued 72,000 shares of common stock to its
directors for services rendered at $.06 per share, for total  consideration of $
4,320.

     On March 1, 2000 the Company  issued  123,333 shares of common stock to its
president  for  services  for  services  rendered  at $.15 per share,  for total
consideration of $ 18,000.

     On June 15,  2000 the  Company  issued  72,000  shares of  common  stock to
directors for services  rendered at $.50 per share,  for total  consideration of
$36,000.

     On June 30, 2000 the Company issued 1,463,302 shares in connection with the
acquisition of Northwest Medical Clinic,  Inc., and 36,583 shares were issued to
Donner Investment Corporation as a fee in the Northwest transaction.
     On June 30,  2000 the Company  acquired  the equity  interest of  Northwest
Medical  Clinic and its related  companies for 1,463,302  share of common stock,
issued on a  restricted  basis to the 25  shareholders  of these  entities.  The
company also issued 36,583 shares of common stock to Donner Investment Corp. for
a finders fee in the above transaction.  The above issuances were issued at $.96
per share, for total consideration of $1,436,138.

     On October 1, 2000,  200,000  shares of common  stock were  issued to Novak
Capital  Corporation as fees for Investor  Relations  Services.  The shares were
issued at $.20 per share, for total consideration of $40,000.

     On December  12, 2000 the Company  issued  288,000  shares to officers  and
directors for services  rendered at $.24 per share,  for total  consideration of
$67,680.
..
     On January 15, 2001 the Company  issued  50,000 shares of common stock to 5
employees of Northwest Medical Clinic under the Companys Gross Annual Wage Bonus
Plan at $.17 per share, for total consideration of $4,320.

     On January 18, 2001 the Company  issued  144,762  shares of common stock to
eight employees of the Company for services  accrued in the amount of $30,324 as
of the year ended 2000 at $.21 per share.

     On February 21, 2001 the Company issued 25,100 shares of common stock to an
employee  for  services  rendered at $.17 per share and total  consideration  of
$3,740.

     On March 1, 2001,  the Company  issued 700,000 shares to management and key
employees  under the Companys employee  stock  options  plan.  The shares were
issued at $.17 per share and a stock subscription receivable was recorded on the
Companys books in the amount of $119,000.

     On June 6, 2001 the Company  issued  900,000 shares of common stock at $.11
per share in exchange  for 100% of the shares of  Corporate  Capital  Formation,
Inc. and total consideration of $96,000.

     On June 22,  2001 the  Company  issued  shares to  directors  for  services
rendered at $.03 per share for services rendered in the amount of $10,800.

     On, October 1, 2001 the company retired the stock  subscription  receivable
that was issued on March 1, 2001.  The  700,000  shares  that were  issued  were
cancelled and the stock subscription receivable was retired.

     All of the above issued shares were issued in accordance  with section 4(2)
of the 1933 Securities Act and bear a restrictive legend.

     As of December  31, 2001 the  Company has a total of  10,138,165  shares of
common stock outstanding.

Dividend Policy

     The Company has not declared or paid dividends or made distributions in the
past,  and the Company does not  anticipate  that it will pay cash  dividends or
make distributions in the forseeable future.



Item 6.  Managements Discussion and Analysis or Plan of Operation

     The following  discussion pertains to the Companys results of operations as
of the years ended  December  31, 2001 and 2000.  The Company  consolidates  the
operations  of RB Capital  and  Equities,  Inc.,  Corporate  Capital  Formation,
Inc.(financial  services  sector),  Miramar Road  Associates and Gam Properties,
Inc., Triad  Industries,  Inc. (real estate sector) and Northwest Medical Clinic
(medical services sector) for reporting purposes.

     In  May,  the  Company  added  Corporate  Capital  Formation,  Inc.  to its
holdings.  In May the  company  also  completed  the  sale of the  Miramar  Road
property for $3,950,000. After paying off the existing debts on the property and
sales  costs the company  netted  $488,724  in cash from this  transaction.  The
company used part of these proceeds to purchase the 350 W. Ninth Ave.  property.
Overall  the real estate  sector  achieved  100%  occupancy  to its  residential
properties and 78% occupancy from its commercial property.

     RB Capital & Equities  had a strong year in terms of  consulting  revenues.
This is due to an  increase  in  business  in 2001 after a  severely  down stock
market in 2000. RB Capital  performs  services for publicly traded companies and
is seeing an increase in demand for these types of services.

     Northwest Medical Clinic added sleep apnea and hormone treatment  therapies
in 2001 to increase  their product  lines.  Management  has not yet been able to
determine the affect of these new services on the companys revenue stream. This
is due to the fact Triad only owned Northwest for six months of 2000.

Results of Operations

     Revenues totaled  $1,950,308 as of December 31, 2001 compared to $1,783,674
as of December 31, 2000 an increase of approximately 9%.

     Revenue for the years ended December 31, 2001 and 2000 by sectors

2001     2000

RB Capital                          $       502,561  $        423,405
Miramar Road      ****                      218,818           593,484
Gam Properties***                        -                    116,068
Northwest Medical*                        1,077,210             650,717
Corporate Capital Formation**                63,250             -
Triad Industries, Inc.                      88,470              -

     *Triad Industries, Inc. did not acquire Northwest Medical Clinic until June
30, 2000. ** Triad Industries,  Inc. acquired Corporate Capital Formation on May
27, 2001. *** Gam Properties,  Inc was consolidated with Triad Industries,  Inc.
in the  fourth  quarter  of  2001.  ****  Miramar  Road  Associates  sold  their
commercial building in May of 2001.

     For the year ended  December 31, 2001 the Company had a net loss of $27,472
compared to a net loss of $392,811 for the same period of 2000.  The company had
a $256,634  increase in revenues.  The reason for this increase was the addition
of Corporate Capital Formation, an approximate $170,000 increase in revenues for
RB Capital  and owning  Northwest  Medical  Clinic for the entire  year.  Rental
revenues  dropped  approximately  $400,000  due to the sale of the Miramar  Road
property and purchasing a smaller  building with less rentable  square  footage.
The decrease in the net operating  loss can be  attributed  to several  factors.
There was a $163,498 decrease in Depreciation and Amortization  which can mostly
again be attributed to the Miramar Road sale.  The Company also had gains on the
sale of assets in the amount of $552,856  for the year ended  December 31, 2001.
This was mostly from the Miramar  Road  property as was the decrease in interest
expense from  $526,910 in 2000 to $192,786 in 2001.  General and  Administrative
costs  increased  $542,150  from 2000 to 2001 mostly due to the fact the company
acquired  Corporate Capital and owned Northwest Medical for the entire year. The
Company only realized a gain of $27,703 from the sale of securities  compared to
$101,209 in the prior year.

                                             Income Statement Summary
                                                    December 31

                            2001             2000
Revenues                   1,950,308     1,783,674

Total Operating Costs      2,282,814     1,689,620

Income (Loss)
from Operation             (368,258)     (150,047)

Other Income/ (Expense)      331,620      (445,121)

Net Loss                     (27,742)     (392,811)

Recent Accounting Pronouncements

     The Financial  Accounting Standards Board has issued Statement of Financial
Accounting (SFAS), No. 133, Accounting for Derivative Instruments.  SFAS No. 133
provides a different method for accounting for derivative  instruments  embedded
in other  contracts and hedging  activities.  Derivative  instruments  represent
rights or  obligations  that meet the  definition of assets or  liabilities  and
should be reported in the financial statements.  Fair value is the most relevant
measure for financial  statements  and the only relevant  measure for derivative
instruments.  Derivative  instruments  should  be  measured  at fair  value  and
adjustments to the Companys  derivative of hedging items should reflect changes
in their  fair  value that are  attributable  to the risk being  hedged and that
arise while the hedge is in effect.  SFAS.  No. 133 is effective  for  financial
statements ending after June 15, 1999. SFAS No. 133  implementation did not have
a material effect on the financial statements.

     The Financial  Accounting  Standards Board has also issued 44PB Opinion No.
25).  APN No. 25 APB Opinion No. 25 APB  Opinion  No. 25,  Accounting  for Stock
Issued to Employees,  was issued in October 1972. Since its issuance,  questions
have been raised about its  application and diversity in practice has developed.
During its consideration of the accounting for stock-based  compensation,  which
lead to the issuance of SFAS No. 123,  Accounting for Stock Based  Compensation,
the Board decided not to address  practice  issues related to Opinion 25 because
the Board had planned to supersede  Opinion 25.  However,  Statement 123 permits
entities  to  continue  applying  Opinion  25 to  stock  compensation  involving
employees. Consequently, questions remain about the application of Opinion 25 in
a number of different circumstances.

     This  Interpretation  clarifies  the  application  of  Opinion  25 for only
certain issues. It does not address any issued related to the application of the
fair value method in Statement  123. The issues  addressed  herein were selected
after  receiving  input from members of both the FASB Emerging Issues Task Force
and the task force on stock  compensation  that assisted in the  development  of
Statement  123.  Among  other  issues,  this  Interpretation  clarifies  (a) the
definition of employee for purposes of applying Opinion 25, (b) the criteria for
determining  whether  a  plan  qualified  as a  noncompensatory  plan,  (c ) the
accounting  consequence  of various  modifications  to the terms of a previously
fixed stock  option or award,  and (d) the  accounting  for an exchange of stock
compensation awards in a business combination.

     FIN44 is effective for financial statements issued for periods ending after
July 1, 2000. The implementation of FIN 44 did not have a material affect on the
financial statement.

Inflation

     In the opinion of management,  inflation will not have a material effect on
the operations of Triad Industries Inc.

Liquidity and Capital Resources

     The Company has  approximately a 6:1 current ratio. As of December 31, 2001
the Company has $3,245,538 in current assets compared to $3,430,127 for the same
time in 2000.  For the year ended  December  31,  2001 cash  decreased  $38,741,
accounts  receivable  increased  $441,461,  advanced expenses increased $ 5,815,
marketable  securities  increased  $479,404,  and assets held for sale decreased
$1,075,858.  Current  liabilities  decreased from  $1,606,556 for the year ended
December  31, 2000 to $551,109 for the year ended  December 31, 2001.  The major
factor related to this change was a $1,009,644 decrease in current notes payable
on real estate.


                                               Balance Sheet Summary
                                                    December 31

                               2001        2000

Total Current Assets        3,245,538   3,430,127
Property (net)              1,793,877   3,356,160

Total Assets                5,435,571   7,638,981

Current Liabilities           551,109   1,606,556

Long Term Liabilities       1,394,159   2,663,745

Total Liabilities           1,945,268   4,270,301

Total Stockholders Equity   3,490,302   3,368,680

Total Liabilities and
Stockholders Equity         5,435,571   7,638,981

     The  Companys  auditors  consider the Company to be a going  concern.  This
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business. The Company has not yet established revenues to cover
its operating costs.  Management  believes that the Company will soon be able to
generate  revenues  sufficient  to cover its  operating  costs  through its real
estate operations.

Net Operating Losses

     The Company has  accumulated  $(1,100,904)  of net  operating  losses as of
December 31, 2001,  which may used to reduce taxes in future years through 2021.
The use of these  losses  to  reduce  future  income  taxes  will  depend on the
generation  of  sufficient  taxable  income prior to the  expiration  of the net
operating loss carryforwards.

     In the event of certain changes in control of the Company,  there will be a
annual  limitation on the amount of the net operating loss  carryforwards  which
can be used. The potential tax benefit of the net operating  loss  carryforwards
have been offset by a valuation allowance of the same amount.

Risk Factors and Cautionary Statements

     Forward-looking  statements  in this report are made  pursuant to the safe
harbor provisions of the Private Securities  Litigation Reform Act of 1995. The
Company  wished to advise  readers that actual  result may differ  substantially
from such forward-looking  statements,  Forward-looking statements involve risks
and  uncertainties  that could cause actual  results to differ  materially  from
those expressed in or implied by the statements,  including, but not limited to,
the following: the ability of the Company to complete development of its primary
products  and its  ability  to  successfully  market  its  product  if and  when
developed and other risks detailed in the Companys periodic report filings with
the Securities and Exchange Commission.

Going Concern

     Triad Industries,  Inc.  financial  statements are prepared using generally
accepted accounting  principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal source of
business

Item 7.  Financial Statements and Supplementary Data

         See index to financial statements included herein.

Item 8.  Changes and Disagreements with Accountants on Accounting a
nd Financial Disclosure

         None

                                                     Part III

Item 9.  Directors, Executive Officers, Control Persons

     The following  table sets forth  information,  to the best of the Companys
knowledge as of December 31, 2001,  with respect to each  director,  officer and
management as a group.

                                          Title of  Amount of
Name                     Position         Class      Shares    Percentage


Linda Bryson,            President        Common     473,332      4.6%
9980 Scripps Vista Way   Director
# 96
San Diego, CA 92131

Michael Kelleher         Secretary        Common     338,757      3%
32621 Guevara Drive      Director
Temecula, CA 92592



J. William Byrd          Vice President   Common     593,442      6%
PO Box 95583             Director
Atlanta, GA 30347

Richard Furlong          Director         Common     593,442      6%
PO Box 17135
Tampa, FL 33682

James B. Crowell         Director         Common     249,400      2.5%
PO Box 15711
Long Beach, CA 90818

Brice Smith              Director         Common     450,000      4.5%
2921 N. Tenaya Way
Las Vegas, NV 89128

Management as a Group                              2,698,373     27%

Others owning more than 5%

American Health Systems, Inc.                        850,000       8%
46 Corporate Park
Irvine, CA 92026

     The above  percentages  are  based on  10,138,165  shares  of common  stock
outstanding on December 31, 2001.

     All directors hold office until the next annual meeting of stockholders and
until their  successors have been duly elected and qualified.  Directors will be
elected  at the  annual  meetings  to serve  for  one-year  terms.  There are no
agreements  with respect to the election of directors.  Nicholas  Investment has
not  compensated  its  directors  for service on the Board of  Directors  or any
committee  thereof.  Any non-employee  director of Nicholas  Investment shall be
reimbursed  for  expenses  incurred for  attendance  at meetings of the Board of
Directors and any committee of the Board of Directors.  The Executive  Committee
of the Board of Directors, to the extent permitted under Nevada law, consists of
the two  directors  and exercises all of the power and authority of the Board of
Directors in the  management of the business and affairs of Nicholas  Investment
between meetings of the Board of Directors.  Each executive officer is appointed
by and serves at the discretion of the Board of Directors.

     None of the officers and/or directors of Triad Industries, Inc are officers
or  directors  of any other  publicly  traded  corporation,  nor have any of the
affiliates or promoters of Triad Industries Inc. filed any bankruptcy  petition,
been convicted in or been the subject of any pending  criminal  proceedings,  or
the subject or any order,  judgment,  or decree  involving  the violation of any
state or federal securities laws within the past
five years.

     The directors will their devote time to Triad Industries  affairs on an as
needed basis, the exact amount of which is undetermined at this time.

     The business experience of each of the persons listed above during the past
five years is as follows:


         Linda M. Bryson, 43,  President/ Director
     Since 1996,  Ms.  Bryson has been the  President  of RB Capital & Equities,
Inc., a corporation in the financial services field. She has served on the board
of Spa International,  Inc. and is currently the Director of Human Resources for
Bellissima Day Spa.

         Michael W. Kelleher, 27, Treasurer/ Director/ CFO
     Mr.  Kelleher  received his B.S.  degree in accounting from San Diego State
University.  He is currently the Secretary/Treasurer of RB Capital & Equities, a
corporation in the financial  services field and President of Escondido Capital,
Inc., an investment corporation.

         J. William Byrd, MS., 65, Vice President / Director
     Mr. Byrd  graduated  from North Texas  University  with a Master of Science
Degree in  Psychology.  He was a co-founder of Amerimed of Gerogia,  Florimed of
Tampa,  and  Northwest  Medical  Clinic,  Inc. He has served as the President of
Northwest Medical Clinic, Inc., since 1991.

         Richard Furlong, 56, Director
     Mr. Furlong was raised and educated in Oklahoma.  Mr. Furlong has almost 25
years experience in the field of specialty medical practices. Mr. Furlong is the
co-founder of Northwest  Medical Clinic,  Inc.,  Amerimed of Georgia,  Inc., and
Florimed of Tampa,  Inc. Mr.  Furlong is has been  serving as Vice  President of
these corporations since 1991.

         James B. Crowell, Ph.D., 61, Chairman of the Board of Directors
     Mr  Crowell  has an  extensive,  20 year  plus,  background  in  healthcare
management  that has covered both  provider and payer  organizations.  He has in
depth experience in managed care systems,  grant funded training  programs,  and
has been a senior  operations  executive as well as a director of marketing  for
health plans.

         Brice A. Smith, 77, Director
     Since 1998 Mr. Smith served as a director and  executive  level  manager in
two public  corporations.  Currently,  he is the  president  and a  director  of
Corporate Capital Formation, Inc., a Nevada financial services firm.


Compliance with 16(a) of the Exchange Act

     The  Securities  Exchange Act of 1934 requires all  executive  officers and
directors to report any changes in the  ownership of common stock of the Company
to the Securities & Exchange Commission and the Company. Management revising and
representations  indicate by date filing of holdings as of December  31, 2001 in
compliance to 16(a).

Item 10.  Executive Compensation

     The  following  table  shows the  amount  of all  compensation  earned  for
services in all  capacities to the Company for the last two fiscal years for the
executive officers as of December 31, 2001.

Name                                 Year       Salary    Bonus  Restricted
                                                                  Stock
Linda Bryson, President             2001        48,000              6,600
Director                            2000        48,000             22,800


Michael Kelleher, Secretary         2001        48,000              6,000
Director                            2000        48,000             22,800

J. William Byrd, Vice President     2001        52,000              4,400
Director                            2000        26,000             11,280

Richard Furlong, Director           2001        52,000              4,400
                                    2000        26,000             11,280

James Crowell, Director             2001          -                 1,800
                                    2000          -                18,000

Brice Smith*, Director              2001          -                   -

Mr. Smith did not become a director of the company until August 2, 2001.

     Directors received $ 1,800 payable in common stock to be a director for the
year ended December 31, 2001.

     Miss.  Bryson received $6,600 in restricted  stock awards for director fees
for the year ended December 31, 2001. $1800 was for directors fees and $4,800 in
stock for services.

     Mr. Kelleher  received $6,600 in restricted  stock awards for director fees
for the year ended December 31, 2001. $1800 was for directors fees and $4,800 in
stock for services.

     Mr. Byrd  received  $4,400 in  restricted  stock  awards for the year ended
December 31,  2001.  $1,800 was for  directors  fees and $2,600 was for services
rendered.

     Mr. Furlong  received $4,400 in restricted  stock awards for the year ended
December 31,  2001.  $1,800 was for  directors  fees and $2,600 was for services
rendered.

     Mr. Crowell  received $1,800 in restricted  stock awards for directors fees
for the year ended December 31, 2001.

Item 11.  Security Ownership of Beneficial Owners and Management

     The  following  table sets forth,  as of December 31, 2001,  based upon our
records  and  information   obtained  from  the  persons  named  below,  certain
information  concerning  beneficial ownership of our shares of Common Stock with
respect  to (I) each  person  known to own or more than 5% of our  understanding
shares of Common Stock, (II) each of our executive  officers and directors,  and
(III) all of our executive officers and directors as a group:
                                     Amount        Approximate
                                     and nature    precentage
                                     of beneficial of common
        Identity                   Ownership      Stock Owned
American Health Systems, Inc.         850,000        8% (I)
Linda Bryson                          473,332       4.6%(II)
Michael Kelleher                      338,757       3% (II)
J. William Byrd                       593,442       6% (II)
Richard Furlong                       593,442       6% (II)
James B. Crowell                      249,400        2.5% (II)
Brice Smith                           450,000        4.5%(II)
Management as a Group               2,698,373       27% (III)

     See Item 9.  Directors,  Executive  Officers and Control  Persons  chart on
pagesx16-18.

Item 12.  Certain Relationships and Related Transactions


     On January 5, 2000 the Company  issued 72,000 shares of common stock to its
directors for services rendered at $.06 per share, for total  consideration of $
4,320.

     On March 1, 2000 the Company  issued  123,333 shares of common stock to its
president  for  services  for  services  rendered  at $.15 per share,  for total
consideration of $ 18,000.

     On June 15,  2000 the  Company  issued  72,000  shares of  common  stock to
directors for services  rendered at $.50 per share,  for total  consideration of
$36,000.



     On June 30,  2000 the Company  acquired  the equity  interest of  Northwest
Medical  Clinic and its related  companies for 1,463,302  share of common stock,
issued on a restricted basis to the 25 shareholders of these entities.

         Among the shares issued:

         Amerimed of Georgia        346,600
         Florimed of Tampa          221,502

     These are companies  purchased  that are  controlled by Mr. J. William Byrd
and Richard Furlong who each own 50 % of Amerimed and 47.5% of Florimed each and
therefore can initiate the vote on these  companies.  The shares are shown as an
indirect ownership under their names. In addition Mr. Byrd also received 188,560
shares from the business  combination.  Mr. Furlong also received  188,560 for a
total direct and indirect holding of 346,952 and 346,952, respectively.

     On December  12, 2000 the Company  issued  288,000  shares to officers  and
directors for services  rendered at $.24 per share,  for total  consideration of
$67,680.
..
     On January 15, 2001 the Company  issued  50,000 shares of common stock to 5
employees of Northwest  Medical  Clinic  under the  Companys  Gross Annual Wage
Bonus Plan at $.17 per share, for total consideration of $4,320.

     On January 18, 2001 the Company  issued  144,762  shares of common stock to
eight employees of the Company for services  accrued in the amount of $30,324 as
of the year ended 2000 at $.21 per share.

     On February 21, 2001 the Company issued 25,100 shares of common stock to an
employee  for  services  rendered at $.17 per share and total  consideration  of
$3,740.

     On March 1, 2001,  the Company  issued 700,000 shares to management and key
employees  under the Companys employee  stock  options  plan.  The shares were
issued at $.17 per share and a stock subscription receivable was recorded on the
Companys books in the amount of $119,000.

     On June 6, 2001 the Company  issued  900,000 shares of common stock at $.11
per share in exchange  for 100% of the shares of  Corporate  Capital  Formation,
Inc. and total consideration of $96,000.

     On June 22,  2001 the  Company  issued  shares to  directors  for  services
rendered at $.03 per share for services rendered in the amount of $10,800.

     On, October 1, 2001 the company retired the stock  subscription  receivable
that was issued on March 1, 2001.  The  700,000  shares  that were  issued  were
cancelled and the stock subscription receivable was retired.

     Triad  Industries,  Inc. pays a management  fee to RB Capital & Equities in
the amount of $7,500.00 per month.

Item 13.  Exhibits and Reports on 8-K

      List of documents filed as part of this report:

1.       10QSB filed by reference on 11/16/2001
2.       10QSBA filed by reference on 8/15/2001
3.       10QSB filed by reference on 8/13/2001.
4.       8KA filed by reference on 7/18/2001
5.       8KA filed by reference on 7/10/2001



                                                      Part IV

                                                    Signatures

Pursuant to the  Requirements  of Section 13 or 15(d) of the  Securities  Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorize.

                                                     TRIAD INDUSTRIES, INC.

                                                     By:/S/ Linda Bryson
                                                    Linda Bryson, President


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


Signature                           Title                       Date


/s/ Linda Bryson                    President                   March 15, 2002
Linda Bryson


/s/ J. William Byrd                 Vice President              March 15, 2002
J. William Byrd


/S/ Michael Kelleher              Secretary and CFO             March 15, 2002
Michael W. Kelleher



                                                        S-1








                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                 Notes to the Consolidated Financial Statements
                             As of December 31, 2001


                 296 H Street, 2nd Floor, 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, 2001
and 2000 and the  related  consolidated  statements  of  operations,  changes to
shareholder  equity and cash flows for the years then ended. These consolidated
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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing 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.
(Formerly RB Capital & Equities,  Inc.) and its  subsidiaries as of December 31,
2001 and 2000, and the results of their  operations and their cash flows for the
years then ended in conformity with generally accepted accounting principles.



__________________________________
ARMANDO C. IBARRA, C.P.A. APC
March 25, 2002
Chula Vista, California





                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                           Consolidated Balance Sheets
                        As of December 31, 2001 and 2000

                                     ASSETS
                                                       2001            2000

CURRENT ASSETS
Cash                                                $   15,643        $   54,384
Accounts receivable                                    444,461            49,681
Accounts receivable -
medical clinic (see note 2g)                         1,633,083         1,586,182
Advance expenses                                         5,815                 0
Marketable securities                                  561,159            81,755
Impound account                                         10,824            12,610
Assets held for sale                                         0         1,075,858
Deferred tax benefit                                   574,553           569,657
                                             ----------------- -----------------

Total Current Assets                                 3,245,538         3,430,127

NET PROPERTY & EQUIPMENT                             1,793,877         3,356,160

OTHER ASSETS
Note receivable                                              0           254,554
Investment in securities
available for sale                                     388,832           506,612
Net loan fees                                            7,324            91,527
                                             ----------------- -----------------

Total Other Assets                                     396,156           852,693
                                             ----------------- -----------------

TOTAL ASSETS                                        $5,435,571        $7,638,981





                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                           Consolidated Balance Sheets
                        As of December 31, 2001 and 2000


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                             2001            2000

CURRENT LIABILITIES
Accounts payable                       $      73,726 $      84,675
Loans payable                                278,102       277,433
Line of credit                                30,078        30,160
Greentree lease                                    0           224
Payroll taxes payable                          3,774             0
Taxes payable                                  6,251         6,251
Security deposits                              8,269        47,259
Notes payable on assets
held for sale                                      0       787,649
Trust deeds and mortgages
- Short-term portion                         150,910       372,905

Total Current Liabilities                    551,109     1,606,556

LONG-TERM LIABILITIES
Trust deeds and mortgages
- Long-term portion                        1,394,159     2,663,745

Total Long-Term Liabilities                1,394,159     2,663,745

TOTAL LIABILITIES                          1,945,268     4,270,301

STOCKHOLDERS' EQUITY
Preferred stock ($1.00
par value, 10,000,000 shares
authorized 850,000 shares
issued and outstanding for
for 2001 and 2000, respectively)             850,000       850,000
Common stock ($0.001 par value,
50,000,000 shares
authorized 10,138,165 and
8,658,303 shares issued
and outstanding for 2001
and 2000, respectively)                       10,138         8,658
Additional paid-in capital                 3,792,758     3,644,874
Stock subscription receivable                (62,500)      (62,500)
Retained earnings                         (1,100,094)   (1,072,352)
                                                --------------------------------

Total Stockholders' Equity                 3,490,302     3,368,680


TOTAL LIABILITIES
                                                --------------------------------

& STOCKHOLDERS' EQUITY               $    5,435,571 $    7,638,981







                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                      Consolidated Statements of Operations
             For the Twelve Months Ended December 31, 2001 and 2000
                                                     2001                2000

REVENUES
Consulting income                               $    656,211       $    423,405
Medical fee income                                 1,077,209            650,717
Rental income                                        306,888            709,552
Costs of revenues                                   (121,752)          (244,101)
                                      -----------------------------------------

GROSS PROFIT                                       1,918,556          1,539,573

OPERATING COSTS
Bad debt expense                                     545,638            331,096
Depreciation & amortization                           71,633            235,131
Administrative expenses                            1,665,543          1,123,393
                                      -----------------------------------------

Total Operating Costs                              2,282,814          1,689,620

NET OPERATING (LOSS)                                (364,258)          (150,047)

OTHER INCOME & (EXPENSES)

Interest income                                        6,897              1,249
Other income                                          19,812                  0
Realized gain on sale
of marketable securities                              27,703            101,209
Unrealized (loss) on valuation
of marketable securities                            (100,970)          (294,402)
Unrealized gain on valuation
of marketable securities                                   0            253,309
Net gain / (loss) on
disposable assets                                    570,964             18,108
Late charges                                               0                708
Utility Charges                                            0              1,407
Fee income                                                 0                201
Interest expense                                    (192,786)          (526,910)
                                      -----------------------------------------

Total Other Income & Expenses                        331,620           (445,121)

NET INCOME (LOSS) BEFORE TAXES                       (32,638)          (595,168)

PROVISION FOR INCOME
TAXES (BENEFIT)                                        4,896            202,357
                                      -----------------------------------------

NET (LOSS)                                      $    (27,742)      $   (392,811)
                                      =========================================

BASIC EARNINGS
(LOSS) PER SHARE                                $      (0.00)      $      (0.05)
                                      =========================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                          9,981,121          7,378,445
                                      =========================================


DILUTED EARNINGS (LOSS) PER SHARE               $      (0.00)      $      (0.04)
                                      =========================================
WEIGHTED AVERAGE OF DILUTED
COMMON SHARES OUTSTANDING                         11,681,121          9,078,445
                                      =========================================






                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                 Consolidated Statement of Stockholders' Equity


                            Preferred   Common        Common
                      Shares    Stock   Shares        Stock

Balance, December
31, 1997                      -   -   $2,339,529   $    2,340

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

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

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

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

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

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

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

Common stock
issued December
31, 1998
for note payable
@ $.3234 per share            -   -       18,750           19

Common stock issued
December 31, 1998
for management fees
@ $.334 per share             -   -       60,759           61

Common stock issued
December 31, 1998
for note payable
@ $.334 per share             -   -       60,486           60
Common stock issued
December 31,1998
for securities valued
@ $.206 per share             -   -      225,000          225


Contributed capital           -   -            -            -

Net loss for the year ended
December 31,1998              -   -            -            -


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






                                Additional    Stock
                                paid in   subscription    Retained     Total
                                capital     receivable     earnings


Balance, December
31, 1997                      $  634,656       $    -    $  95,266 $     732,262

Common stock
issued June 17,1998
for securities valued
@ $1.07 per share                 14,105            -             -       14,118

Common stock issued
June 17, 1998 for
securities valued
@ $.90066 per share               53,980            -             -       54,040

Common stock issued
June 17, 1998
for securities valued
@ $.084 per share                  1,245            -             -        1,260

Common stock issued
June 17, 1998
for note payable
@ $.334 per share                 10,150            -             -       10,180

Common stock issued
June 17, 1998
for securities valued
@ $.334 per share                 44,955            -             -       45,090

Common stock issued
June 17, 1998
for services (officers)
valued @ $.334
per share                         99,900            -             -      100,200

Common stock issued
November 4,
1998 for
subscription receivable
@ $.166 per
share                             62,375      (62,500)            -          250

Common stock
issued December
31, 1998
for note payable
@ $.3234 per share                 6,044            -             -        6,063

Common stock issued
December 31, 1998
for management fees
@ $.334 per share                 20,233            -             -       20,294

Common stock issued
December 31, 1998
for note payable
@ $.334 per share                 20,142            -             -       20,202

Common stock issued
December 31,1998
for securities valued
@ $.206 per share                 46,175            -             -       46,400


Contributed capital                1,717            -             -        1,717

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


Balance, December
31, 1998                       1,015,677      (62,500)       33,140      989,950






                                Preferred  Preferred  Common       Common
                                Shares      Stock      Shares      Stock




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


Recapitalization
(Note 1)                           -            -      526,672          527

Common stock issued
March 15, 1999
for services valued
@ $0.63 per share                  -            -      313,942          314

Common stock issued
on March 15,
1999 for the
purchase of Gam
Properties, Inc.
@ $0.63 per share                  -            -    1,120,000        1,120

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

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          320

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

Net loss for the
year ended
December 31, 1999                  -            -            -            -


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


Stock issued on
January 5, 2000

to Directors @
$0.06 a share                      -            -       72,000           72

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

Stock issued on
June 15, 2000

to Directors @
$0.50 a share                      -            -       72,000           72

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

Stock issued on
June 30, 2000
to Donner
Investment Corp.
@ $0.96 a share                    -            -       36,583           37

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

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

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

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




                           Additional       Stock
                           paid in        subscription     Retained      total
                           capital        receivable       earnings



Balance, December
31, 1998                    1,015,677       (62,500)        33,140       989,950


Recapitalization
(Note 1)                       33,396       (20,000)             -        13,923

Common stock issued
March 15, 1999
for services valued
@ $0.63 per share             196,527             -              -       196,841

Common stock issued
on March 15,
1999 for the
purchase of Gam
Properties, Inc.
@ $0.63 per share             698,880             -              -       700,000

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

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        20,000

Common stock
issued December
1999 for cash @
$0.22 per share                71,625             -              -        71,945

Common stock issued
December 1999
for management fees
@ $0.06 per share              28,886             -              -        29,375

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


Balance, December
31, 1999                  $ 2,044,991   $   (62,500)   $  (679,540)  $ 2,159,354


Stock issued on
January 5, 2000

to Directors @
$0.06 a share                   4,248             -              -         4,320

Stock issued on
March 1, 2000 for
services rendered
@ $0.15 a share                17,877             -              -        18,000

Stock issued on
June 15, 2000

to Directors @
$0.50 a share                  35,928             -              -        36,000

Stock issued on
June 30, 2000 for
the Purchase of
Northwest, LLC.
@ $0.96 a share             1,399,555             -              -     1,401,018

Stock issued on
June 30, 2000
to Donner
Investment Corp.
@ $0.96 a share                35,083             -              -        35,120

Stock issued on
October 1, 2000 to
Novak Capital @
$0.20 a share                  39,800             -              -        40,000

Stock issued
on December 12, 2000
to Directors @
$0.24 a share                  67,392             -              -        67,680

Net loss for
the year ended
December 31, 2000                   -             -       (392,811)    (392,811)

Balance, December
31, 2000                  $ 3,644,874   $   (62,500)   $(1,072,352)  $ 3,368,680











                      Preferred   Preferred   Common        Common
                        Shares      Stock     Shares        Stock



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

Stock issued on
January 18, 2001 for
management fees
@ $0.21 a share                -          -    144,762         145

Stock issued on
February 21, 2001

for consulting fees
@ $0.15 a share                -          -     25,100          25

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

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

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

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

Net lncome for
the year ended
December 31, 2001              -          -          -           -

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



                        Additional       Stock
                        paid in          subscrition      Retained     total
                        capital          receivable       earnings




Stock issued on
January 15, 2001

for consulting fees
@ $0.17 a share              8,450              -              -          8,500

Stock issued on
January 18, 2001 for
management fees
@ $0.21 a share             30,179              -         30,324

Stock issued on
February 21, 2001

for consulting fees
@ $0.15 a share              3,715              -              -          3,740

Stock issued on
March 1, 2001 to
management fees
@ $0.17 a share            118,300       (119,000)             -              0

Stock issued on
June 6, 2001
for the purchase
of Corporate Capital
Formation, Inc.
@ $0.11 per share           95,100              -              -         96,000

Stock issued on
June 22, 2001
to Directors
@ $0.03 a share             10,440              -              -         10,800

October 1, 2001
cancellation of
stock subscription        (118,300)       119,000              -              0

Net lncome for
the year ended
December 31, 2001                -              -        (27,742)       (27,742)

Balance, December
31, 2001               $ 3,792,758    $   (62,500)   $(1,100,094)   $ 3,490,302


















                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2001 and 2000

                                                      2001                2000

CASH FLOWS FROM OPERATING ACTIVITIES

Income (loss)
from operations                                    $   (27,742)     $  (392,811)
Depreciation &
amortization expense                                    71,633          235,131
(Increase) in
accounts receivable                                   (441,681)        (290,096)
Increase / (decrease)
in accounts payable                                    (10,949)          63,712
Increase / (decrease)
in security deposits                                   (38,990)           7,394
(Decrease) / increase
in taxes payable                                         3,774          (10,604)
(Increase) / decrease
in impound account                                       1,786           (8,548)
Decrease in other
assets                                                  74,147            6,000
Unrealized loss on
valuation of marketable
securities                                             100,970          234,402
Unrealized (gain) on
valuation of marketable
securities                                                   0         (253,309)
(Increase) in advances                                  (5,815)               0
Bad debt expense                                       545,638          331,096
Sale of marketable
securities                                              27,703          101,209
Purchase of marketable
securities                                                   0           (3,700)
Decrease / (increase)
in income tax benefit                                   (4,896)        (202,357)
Common stock issued
for services                                           149,364          184,292
                                            ------------------  ---------------

Net Cash Provided by
Operating Activities                                   444,942            1,811

CASH FLOWS FROM INVESTING ACTIVITIES

Decrease in securities
available for sale                                     117,780                0
Net sale / (purchase)
of fixed assets                                      1,677,404          (92,303)

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

Net Cash Provided /
(Used) by Investing Activities                       1,795,184          (92,303)

CASH FLOWS FROM FINANCING ACTIVITIES

Change in line of credit                                   (82)           5,039
Change in loan payable                                     669          (91,528)
Change in lease payable                                   (224)           1,411
Change in notes and mortgages payable               (2,279,230)         186,718
                                            ------------------  ---------------

Net Cash (Used) /
Provided by Financing Activities                    (2,278,867)         101,640

Net Increase /
(decrease) in Cash                                     (38,741)          11,148

Cash at Beginning of Year                               54,384           43,236
                                            ------------------  ---------------

Cash at End of Year                                $    15,643      $    54,384







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 6, 2001 the Company  issued  900,000  shares  where by Triad  Industries
would  acquire 100% of  Corporate  Capital  Formation,  Inc. In October 2001 Gam
Properties and Triad Industries combined operations.  Gam Properties Corporation
is to be dissolved.

The Company has authorized 50,000,000 shares of $0.001 par value common stock.

The Company operates through its six 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.



NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)

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.       Northwest Medical Clinic, Inc. is in the medical field
specializing in personal injury and somnoplasty.
6.       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  Companys  financial  statements  are prepared  using the accrual  method of
accounting. 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.  Northwest  Medical Clinic,  Inc., 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.

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 2i  regarding  the  Companies
revenue recognition policy.







NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

     Due to the nature of business that Northwest Medical Clinic Inc.  conducts,
a  reserve  for bad  debts  must be  recorded  to  properly  value  the  account
receivable as of December 31, 2001.

                         Accounts receivable                 $     3,184,081
                         Reserve for bad debts                    (1,550,998)

                                                              $    1,633,083


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  sheets at
December  31, 2001  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 notes,  trusts,  and mortgages 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, 2001 are classified and disclosed as
trading securities under the requirements of SFAS No. 115. Under such statement,
the  Companys  securities  are required to be  reflected at fair market  value.
Changes in the fair value of  investments  are  reflected  in the  statement  of
operations under other income and expenses.

 j. Revenue Recognition and Deferred
Revenue  Revenue  includes the following:  RB Capital & Equities,  Inc.  revenue
consists of consulting income.  Northwest Medical Clinic,  Inc. revenue consists
of medical  services.  Northwest  revenue is recognized  when earned.  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.  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.  Northwest  Medical  Clinic,  Inc., a
Georgia  corporation 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.

l.  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 $30,078 as of December 31,
2001.









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.

NOTE 3. TRUST DEEDS & MORTGAGES

                                   Interest Rate        Debt       Maturity Date
350 W. 9th Avenue                        7.820 %        $744,055        12/08/26
2016-18 Balboa* and
2015-17 Hornblend*                       7.796 %         317,133        02/20/20
2135-39 Grand Ave.                       7.898 %         231,867        11/20/20
4592 Bancroft                            7.796 %         252,014        02/20/20
                                                      $1,545,069

     The office building and apartment  complex  collateralize  the above loans.
The loan agreements provide for monthly payments of interest and principle.

     The office  building  located at 350 W. 9th  Avenue in  Escondido,  Ca. was
purchased on June 11, 2001. Balboa/Hornblend,  and Grand Ave., were reclassified
from assets held for sale to property and equipment on the  Companys  financial
statements.

     The total debt of $1,545,069 was recorded as follows: current portion (less
than one  year) of  $150,910  and  long-term  portion  (more  than one  year) of
$1,394,159.

     * This location is a four-unit building. The building is constructed with 2
units being back to back and on separate  streets.  A net  realizable  valuation
allowance was placed on the  properties  held for sale in the amount of $ 95,549
in accordance with SFAS 121.









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,
                                                2001                    2000
Land                                             $   485,000        $   327,614
Buildings                                          3,038,357
                                                                      1,268,164
Equipment                                             78,695             34,070
Computer                                              20,438              4,764
Furniture                                             13,312             12,223
Tenant Improvements                                   35,685            161,669
                                        ---------------------------------------
                                        ---------------------------------------
                                                 $ 1,901,293        $ 3,578,697
Less Accumulated Depreciation                       (107,417)          (222,537)
                                        ---------------------------------------
Net Property and Equipment                       $ 1,793,877        $ 3,356,160
                                        =======================================

     May 2001 the  Company  sold the  51,000  square  foot  commercial  building
located at  6920-6910 A & B and 6914 Miramar  Road,  San Diego,  California  for
$3,950,000.  The Company  also sold the  Bancroft  property on April 1, 2001 for
$400,000.  In June 2001 the Company  purchased a 12,500  square foot  commercial
building located at 350 W. 9th Avenue in Escondido, California.

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,
                                                      2001             2000
 Numerator
income / (loss)                             $         (27,742)      $  (392,811)
Denominator weighed
average number of
shares outstanding                                  9,981,121         7,378,445
                                         ---------------------------------------
                                         ---------------------------------------
Basic gain / (loss)
per share                                   $           (0.00)      $     (0.05)
                                         =======================================

December 31,                                December 31,
                                                         2001              2000
                                         ---------------------------------------
                                         ---------------------------------------
Numerator income
/ (loss)                                    $                       $  (392,811)
                                                                        (27,742)
Denominator weighed
average number of shares
outstanding                                        11,681,121         9,078,445
                                         ---------------------------------------
                                         ---------------------------------------
Diluted gain /
(loss) per share                            $      (0.04)                 (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, 2001 the Company has  significant  operating and capital  losses
carryfoward.  The tax benefits resulting for the purposes have been estimated as
follows:

                                                         December 31, 2001
                                                     --------------------------
Net Operating tax Losses :
Net operating tax loss carryforwards                                  1,100,094
                                                     --------------------------
Income Tax Benefit                                                  $  (574,553)
                                                     ==========================

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.


NOTE 7.  MARKETABLE SECURITIES

At December 31, 2001, the Company held trading securities of the following
 companies:

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

First Genx.com                         otc          1,050,500      0.42  441,210
Greenland                              otc              4,113      0.01       41
Mezzanine Capital                      otc            107,000      0.35   37,450
Millennium Plastics                    otc             30,000      0.13    3,900
One Stop Sales                         otc              5,000      2.40   12,000
Peacock Financial                      otc            200,000      0.01    2,000
Phantom Film Corp.                     otc              5,000      0.00       50
Processing Corp.                       otc             20,000      0.00        0
Pro Glass Technologies, Inc.           otc          1,118,962      0.04   44,758
Regan Corp.                            otc              5,000      0.00        0
Spectrum                               Pinksheets     850,000      0.02   17,000
Thunderstone                           otc              3,068      0.00        0
Total Entertainment                    otc             55,000      0.05    2,750
                                                            --------------------
     Total                                                          $   561,159


NOTE 7.  MARKETABLE SECURITIES (CONTINUED)

     The  Company  is  in  accordance  with  SFAS  115  when  reporting  trading
securities.  All gain and loss are reported in the statement of operations under
other income and expenses. Trading securities are reported at market value as of
December 31, 2001 in accordance with paragraph 13 of SFAS 115.


NOTE 8.  INVESTMENTS IN SECURITIES AVAILABLE FOR SALE

At December 31, 2001, the Company held investments in the following companies:

                                             Number of     Value Price      FMV
                                             Shares       At Period End  At Dec.
                                                                        31, 2001

Advanced Interactive Inc.                           5,125        0.97      4,971
American Eagle Financial                           55,000        0.10      5,500
Atlantic & Pacific Guarantee                    1,000,000        0.02     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
Heritage National Corporation                     250,000        0.10     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
Merchant Park Communications, Inc.                825,000        0.20    165,000
Nicholas Inv.                                     364,583        0.00        365
Noble Onie                                         25,000        0.10      2,500
Quantum Companies                               1,020,000        0.10    102,000
Resume Junction                                    20,000        0.10      2,000
Spa International                                 245,165        0.00          0
Sterling Electronic Commerce                      300,000        0.05     15,000
The Shops Network                                     500        0.10        500
Trans Pacific Group                               100,000        0.01      1,000
Thunder Mountain                                  100,000        0.01      1.000
                                                                    $    388,832
                                                          ======================








NOTE 8.  INVESTMENTS IN SECURITIES AVAILABLE FOR SALE (CONTINUED)

In 1995, the Company bought 250,000 shares of Heritage National Corporation at $
0.10 a share.  In 1999,  the Company  acquired  1.5 million  shares of Pro Glass
Technologies,  Inc. at $ .10 a share. The Company additionally  acquired 368,892
shares of Pro Glass Technologies,  Inc. for services rendered at $.06 per share.
Heritage National  Corporation values remained the same due to the Companies not
trading at year-end.  Unrealized  holding  gains and loss will be in  accordance
with paragraph 13 of SFAS 115 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, 2001 the Company had an 8.5% share of Pro Glass
Technologies, Inc. Heritage National Corporation is a privately owned Company.


NOTE 9.  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 99% interest in Miramar Road Associates,
LLC. was valued at $700,000.

Triad Industries  acquired HRM for 526,672 shares of common stock in conjunction
with a recapitalization of the Company.

On June 30, 2000, Triad  Industries,  Inc.  acquired the assets,  subject to the
liabilities, of Northwest Medical Clinic, Inc. and its subsidiaries; Amerimed of
Georgia,  Inc. (a Georgia  Corporation)  and Florimed of Tampa,  Inc. (a Florida
Corporation).  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.  For all intent and  purposes  Amerimed  and  Florimed are no longer
performing  any  medical  services.  However,  they  still have  active  account
receivables  that they receive  payment on. Triad  Industries  issued  1,463,302
shares of common stock in the  acquisition  of  Northwest,  LLC. The major asset
acquired in the  transaction  was $1,417,481  (net of allowance for bad debt) in
account receivable.  The major liabilities were notes payable totaling $132,553.
Triad  Industries,  Inc.  acquired  100%  of the  outstanding  common  stock  of
Northwest Medical Clinic, Inc. and its two subsidiaries (Amerimed and Florimed).
Northwest Medical Clinic, Inc. is an owned subsidiary of Triad Industries, Inc.



NOTE 9.  ACQUISITIONS (CONTINUED)

As per agreement Triad Industries,  Inc. issued 1,463,302 shares of common stock
on June 30, 2000 at $.96 per share,  which was the stocks  trading value at that
time, for the purchase of Northwest  Medical Clinic,  Inc. For this  acquisition
36,583  shares of common  stock was  issued  to Donner  Investments  Corp.  as a
finders fee. This issuance was not part of the cost of the acquisition.

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.

The  operating  results of the acquired  entities are included in the  Companys
consolidated financial statements from the date of acquisition.


NOTE 10.  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.

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.



NOTE 10.  STOCK TRANSACTIONS (CONTINUED)

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  January  1,  1999  there  were  3,633,204  shares  of  common  stock
outstanding. On March 15, 1999 the Company issued 314,946 shares of common stock
for services issued valued at $.625 per share.

     At the shareholders  meeting held March 15, 1999 the stockholders  approved
the  acquisition of RB Capital and Equities,  Inc. a Nevada  corporation and its
subsidiaries  for  1,120,000  shares  of  common  stock  and  700,000  shares of
preferred stock.

     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  489,600  shares of common stock to
management and key employees for services rendered valued at $ 0.06 per share.





NOTE 10.  STOCK TRANSACTIONS (CONTINUED)

     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.

     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.

     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.






NOTE 10.  STOCK TRANSACTIONS (CONTINUED)

     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.

     As of December 31, 2001 the Company had  10,138,165  shares of common stock
issued and outstanding.


NOTE 11.  STOCKHOLDERS EQUITY

     The  stockholders  equity  section of the Company  contains  the  following
classes of capital stock as of December 31, 2001.

     (A)  Preferred  stock,  nonvoting,  $ 1.00  par  value;  10,000,000  shares
authorized; 850,000 shares issued and outstanding.

     (B)  Common  stock,  $  0.001  par  value;  50,000,000  shares  authorized;
10,138,165 and 8,658,303  shares issued and  outstanding as of December 31, 2001
and December 31, 2000, respectively.

     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, 2001.

     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 12.  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.





NOTE 13. SUBSEQUENT EVENT

     As of January 1, 2001 the Company has entered into agreement with Northwest
Medical  Clinic,  Inc.  to sell back the company in  exchange  for the  original
issuance of shares.  On January 29, 2002 the Company  sold the  Hornblend/Balboa
property  for  $391,000.  And on March 29,  2002 the Company  sold the  Bancroft
properties for $350,000.