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,  2000 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              (IRS Employer Identification Number)
of incorporation or organization)
                       16935 W. Bernardo Drive, Suite 232
                               San Diego, CA 92127
              (Address and zip code of principal executive offices)

                                 (858) 618-1710
              (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,  2000,  the  aggregate  market value of the voting stock
     held by  non-affiliates  of the registrant was $1,085,353 based upon a $.19
     per share trading price on February 15, 2001.

     Indicate  the  number of  shares  outstanding  of each of the  registrants
     classes of common stock, as of the latest practicable date.

 Common Stock                          8,658,307 Shares Outstanding
$ .001 par value                         as of December 31, 2000

                       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 $1,539,573.









                                       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 Holders..................     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


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.

     As of December 31, 2000 the Company had 8,658,303 shares of $.001 par value
common  stock   outstanding   and  850,000  shares  of  $1.00   preferred  stock
outstanding.

                                                                   2



Subsidiaries

         Triad owns six 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,
owns and  operates a 51,000  square  foot  commercial  building  located at 6920
Miramar Rd., Suite 102 San Diego, CA 92121. 100% owned.

     3-  Gam  Properties,  Inc.,  a  California  corporation,   owns  and  rents
apartments:

     A- Seven units located at 4592 Bancroft, San Diego, CA 92117.

     B- Four units located at 2016-18  Hornblend and 2016-18 Balboa,  San Diego,
CA 92109.*

     C- Three units located at 3635 3rd Ave, San Diego, CA 92103.

     4- Northwest Medical Clinic,  Inc. a Georgia  corporation,  located at 2430
Herodian way,  Smyra,  GA 30080  engaged in the  healthcare  delivery  business,
consisting  of personal  injury,  sleep apnea and hormone  replacement  therapy.
There are a total of 7 employees.

     5- Healthcare Resource Management,  Inc., a Nevada corporation.
Presently inactive.

     6- Triad Realty,  a newly formed  California  corporation,  incorporated to
perform real estate management activity. Presently inactive.

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

Services and Operations

         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 From 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.  The LLC owns and operates a 51,000
     square foot  commercial  center located at 6920 Miramar Road, San Diego, CA
     92121. The building is 98% occupied,  this includes cellular antenna leases
     of roof  spaces  by  Cellular  Communication  Companies  such as  Teligent,
     Nextel, AT&T and MCI. As of December 31, 2000 the buildings monthly revenue
     was  $47,342  and  $593,484  for the total year of 2000  including  utility
     charges.


         Gam Properties, Inc.               100% owned.
     Triad  through its wholly owned  subsidiary  Gam  Properties,  Inc. has the
     ownership  and  operates  three  real  estate  properties  in  the  pacific
     southwest  part  of  the  United  States.   These  properties   consist  of
     residential rental units, located in San Diego, California which are rented
     on a month to month basis.
                                                                   3
     4582 Bancroft Avenue, San Diego,  California.  This property contains seven
     apartment units in a single building of approximately 5,600 square feet. It
     is  centrally  located near  Mission  Valley area of San Diego.  It is 100%
     occupied at this time.

     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.

     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.

     Gams  business  is such that its real estate  holdings  change from time to
     time.  Gam  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
     2001.

         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.

     Since its June  acquisition,  the clinic has generated  $650,717 in medical
     treatment income.

         Triad Realty, Inc. 100% owned
     Triad Realty, Inc., is a California  corporation that was founded April 29,
     1999. The Company was formed to be a consolidating  real estate  management
     company  that  would  hold  and  manage  Miramar  Road  Associates  and Gam
     Properties and all future business  activities in the real estate sector of
     Triad. It has been inactive and will be fully operational in 2001.

         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.

Employees

     Including its officers and directors the consolidated  operations employ 15
full time employees.  Three employees work at the real estate operations,  seven
employees in the medical sector,  and five employees in RB Capital and Equities.
The companies uses  independent  consultants  for a variety of tasks,  including
medical  doctors,  real estate  brokers,  and property  managers and  industrial
relations.

Item 2.  Description of Property

     Triad Industries, Inc., RB Capital & Equities, Inc., and Triad Realty, Inc.
occupy  approximately  2200  square feet of general  office  space at 16935 West
Bernardo  Drive,  Suite 232, San Diego, CA 92127 under a five year lease entered
into January 1, 1996 and presently on a month to month rental agreement at $4200
per month.


                                                                       4
     Miramar Road Associates,  LLC. and Gam Properties, Inc. occupy a 600 square
foot office space at 6920  Miramar  Road,  Suite 102,  San Diego,  CA 92121 as a
accounting and rental office.

     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 value, mortgages, equity, annualized rental
income and occupancy of the properties  owned by Miramar Road Associates and Gam
Properties as of December 31, 2000.

                                        Current                        Interest
Property                                Value            Mortgage      Rate

Miramar*
6920 Miramar Road                     $3,305,805        $3,036,650       11.3%
42 Tenants

Gam
4582 Bancroft                         $  363,570        $  258,859        8.0%

135-39 Grand Ave                         326,685           228,642        8.3%

2016-18 Balboa                           385,602           302,148        8.45%
2015-17 Hornblend

Totals                                 4,381,662        $3,826,299



                                                        Annual
                                        Equity          Rental        Occupancy

Miramar*
6920 Miramar Road                      $269,155        $593,484              98%
42 Tenants

Gam
4582 Bancroft                           106,711        $ 49,020             100%

2135-39 Grand Ave                        98,043          30,900             100%

2016-18 Balboa                           83,454          36,000             100%
2015-17 Hornblend

Totals                                 $557,363        $709,404





* Miramar building is sold and currently in escrow for $3,950,000

     Five tenants: (1) Training Directors, (2) Technical Training Resources, (3)
Mesa  Associates (4) Del Mar Design and (5) Preview  Builders  occupy 36% of the
building and contribute 36% 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.  Gam Properties,  Inc.,  case number 729554,  was named in a lawsuit
regarding the sale of property by others and in managements opinion the lawsuit
does not directly effect Gam Properties,  Inc., Former owners of Gam Properties,
Inc are defending the lawsuit.

     Gam  Properties,  Inc.,  was named in a lawsuit  filed  together with other
parties on April 2, 1999 in the Judicial District of San Diego, California.  The
principal parties to the litigation were as follows: Plaintiffs: Manuel Zambrana
and Mary Zambrana.  Defendants:  Amresco Management,  Inc., ATF for RTC Mortgage
Trust 1994 N2 and State Street Bank and Trust Company,  Chicago Title Company,
John Franco, Global Funding Corporation,  Global Home Lending,  Inc., Michael H.
DeDemenico,   Kathleen   DeDemenico,   Gam   Properties,   Inc.,  and  Greenland
Corporation.

     The proceeding  was pending in the Superior Court of California,  County of
San Diego,  Central Court.  On October 15, 1999 the proceedings for this lawsuit
began.  The  principal  parties in the case are Manuel  and Mary  Zambrana  (the
plaintiffs)  and  Amresco  Management,  John  Franco,  Michael  H. de  Domenico,
Greenland Corporation, and Gam Properties, Inc., (the defendants).

                                                                       5
     The plaintiffs  purchased  property from Gam  Properties,  Inc., at 4027 31
Hamilton  Street,  San Diego,  CA., for a purchase  price of  $260,799.52.  This
purchase took place prior to Gam Properties, Inc., being acquired by the issuer.
The  plaintiffs  alleged  that  some of the  defendants  named,  other  than Gam
Properties,  Inc.,  induced the  plaintiffs  to purchase  securities in a public
company  other than the issuer as well as accepting  large  amounts of cash from
the  plaintiffs.   The  relief  sought  by  the  plaintiffs  was   approximately
$210,000.00.

     Subsequent  to  lengthy  introgorties  by  some  of the  defendants,  which
included Gam Properties, Inc., the case was dismissed with prejudice for lack of
merit on March 21, 2000.

Item 4.  Submission of Matters to Vote of Security Holders

     At  the  Annual  Meeting  of  Shareholders  held  September  15,  2000  the
     shareholders  elected  directors  to  serve  for one  year or  until  their
     successors are duly qualified.

                           Gary DeGano               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 2000
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  Pnk Sheets
under the symbol  TRDD.  The  company  stock has,  during the fiscal year ending
December 31, 2000, traded between $.25 and $1.00 per share. The number of shares
of record of common stock,  $.001 par value,  of the Company was 8,658,303 as of
December 31, 2000. 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 12-31-98            $    .125        $      .25
Qtr Ended 3-31-99             $    .25         $      .50
Qtr Ended 6-30-99             $    .125        $      .187
Qtr Ended 9-30-99             $    .125        $      .1875
Qtr Ended 12-31-99            $    .06         $      .125
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

     As of January 4, 2001,  the  Company has issued and  outstanding  8,658,303
shares of common stock  outstanding to 498 shareholders of record,  which figure
does not take into account those  shareholders  whose certificates that are held
in the name of broker-dealers.

                                                                   6
     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.  Rile 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.

         Dividends

     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, 1999 and 2000.  The Company  consolidates  the
operation of RB Capital and Equities,  Inc., (financial service sector), Miramar
Road  Associates  and Gam  Properties,  Inc.  (real estate sector) and Northwest
Medical Clinic (medical service sector) for reporting purposes.

     In June the Company added Northwest Medical Clinic to its holdings and that
company  performed  well in the last six months of 2000. In December the Company
completed the  conversion  of short term real estate  financing to long term and
the resulting $3,000,000 paid off all the Miramar Road buildings high rate short
term  financing  reducing the interest  costs on the building and increasing the
net cash flow  rental  income.  Overall  the real estate  sector  achieved  100%
occupancy  to its  apartment  rentals  and 97%  occupancy  from  its  commercial
property.

     The Company has listed for sale its Miramar  Road  property  and intends to
sell this property in 2001.  Furthermore,  the Company plans to reinvest part of
the cash yielded from this sale into additional real estate.
                                                                   7
     The  effect of the down stock  market  reduced  the market  value of the RB
Capital stock holding  value,  however,  the overall  earnings from on going fee
income is stable.

Results of Operations

     Income  totaled  $1,539,573 as of December 31, 2000 compared to $784,438 as
of December 31, 1999 an increase of approximately 50%.

         Income December 31, 1999 and 2000 by sectors
                                                     1999               2000
RB Capital                                          $435,052           $423,405
Miramar Road                                         417,068            593,484
Gam Properties                                       112,205            116,068
Northwest Medical                                          -            650,717*

     *Triad Industries, Inc. did not acquire Northwest Medical Clinic until June
30,  2000.  Part of the  increase  in total  income is the  result of  Northwest
acquisition  income from June of 2000 to December 31, 2000 of $650,717.  Another
was the increase in occupancy of the real estate operations.

Expenses

     General and  administrative  expenses for the year ended  December 31, 2000
were  $1,454,489  compared to $1,205,710  for 1999, a $248,779  increase or 21%.
This  increase  is  attributed  to  increase  costs  related  to  the  Northwest
acquisition  and  operation  and  increased  costs  of  the  overall  operations
attributed to consolidated management and operations.

     Depreciation and amortization  expense was $195,561 for fiscal year 2000 as
compared to $170,356  for 1999,  an increase of $25,205 or 15% which is a result
of owning the  commercial  property for the entire 12 months of the fiscal year,
whereas the Company  acquired  this  property on February 26, 1999 and only held
the property for ten months in 1999.

     Interest  expense  increased  by  $123,942  to $526,910 in fiscal 2000 over
$403,168  in  1999;this  increase  of  $123,942  was  caused  by the  properties
available  for sale and the  commercial  building.  The  available  for sale and
commercial  property  were  acquired as of February 26, 1999 so interest in 1999
was for only ten months on all the properties.  For the year ending December 31,
2000,  the Company  held these  properties  for the entire  year,  creating  the
majority  of this  increase.  Also,  the  available  for  sale  properties  have
adjustable rate mortgage which also contributed to this increase.

Liquidity and Capital Resources

     Existing  current assets of $4,053,698  compared to current  liabilities of
$1,606,556  provide a 2.5 to 1 working  capital  ratio which along with existing
cash flows serves all the Companys short term debt and operating requirements.

     The sale of the  Miramar  commercial  building,  which is in  escrow,  will
provide approximately $600,000 cash in the second quarter.

     In addition,  the annual  projected  income from  Northwest  Medical Clinic
should increase to $1,300,000 for fiscal year 2001.

                        8

Item 7.  Financial Statements and Supplementary Data

     See index to financial statements included herein.

Item 8.  Changes and  Disagreements  with  Accountants  on  Accounting  and
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, 2000,  with respect to each director,  officer
     and management as a group.
                                                 Title of  Amount of
Name                             Position         Class      Shares   Percentage
Gary DeGano                      President        Common     295,000        3%
816 Nantasket Court              Director
San Diego, CA 92109

Linda Bryson                     Vice President   Common     264,000        3%
9980 Scripps Vista Way           Director
# 96
San Diego, CA 92131

Michael Kelleher                 Secretary        Common     249,900        3%
32621 Guevara Drive              Director
Temecula, CA 92592

J. William Byrd                  Vice President   Common     463,946        5%
PO Box 95583
Atlanta, GA 30347

Richard Furlong                  Director         Common     463,946        5%
PO Box 17135
Tampa, FL 33682

James B. Crowell                 Director         Common     189,000        2%
PO Box 15711
Long Beach, CA 90818

         Management as a Group                             1,925,792       22%

Others owning more than 5%

American Health Systems, Inc.                              1,040,000       12%
46 Corporate Park
Irvine, CA 92026

     The above  percentages  are  based on  8,658,303  shares  of  common  stock
outstanding on December 31, 2000. 9 Executive Officers of the Company

Name                                Age     Position          Period of Service

Gary DeGano                         59      President      Since March 15, 1998
816 Nantasket Ct                            Director
San Diego, CA 92102

Linda Bryson                        41      Vice President Since March 15, 1997
9980 Scripps Vista Way # 96                 Director
San Diego, CA 92131

Michael Kelleher                    26      Secretary      Since March 15, 1997
32621 Guevara Drive                         Director
Temecula, CA 92592

J. William Byrd                             Director       Since June 30, 2000
PO Box 95583
Atlanta, GA 30347

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, 2000 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, 2000.

Name                              Year     Salary       Bonus   Restricted Stock
Gary DeGano, President            1999   $ 50,000       $25,000     $ 6,000
Director                          2000     60,000          -         24,000

Linda Bryson, Vice President      1999    40,000           -         4,800
Director                          2000    48,000           -        22,800

Michael Kelleher, Secretary       1999    30,000           -         3,600
Director                          2000    48,000           -        22,800

J. William Byrd, Vice President   1999         -           -            -
Director                          2000    26,000           -        11,280

Richard Furlong, Director         1999         -           -            -
                                  2000    26,000           -        11,280

James Crowell, Director           1999         -           -         1,000
                                  2000         -           -        18,000
                                                        10

     Directors receive $18,000 a year payable in common stock.

     Mr. DeGano  received  $24,000 in restricted  stock awards for director fees
for the year ended December 31, 2000.  $18,000 was for directors fees and $6,000
in stock for services.


     Miss.  Bryson received $22,800 in restricted stock awards for director fees
for the year ended December 31, 2000.  $18,000 was for directors fees and $4,800
in stock for services.

     Mr. Kelleher  received $22,800 in restricted stock awards for director fees
for the year ended December 31, 2000.  $18,000 was for directors fees and $6,000
in stock for services.

     Mr. Byrd received  $11,280 in restricted stock awards for director fees for
the year ended December 31, 2000.

     Mr. Furlong  received $11,280 in restricted stock awards for directors fees
for the year ended December 31, 2000.

     Mr. Crowell  received $18,000 in restricted stock awards for directors fees
for the year ended December 31, 2000.

Item 11.  Security Ownership of Beneficial Owners and Management

     The  following  table sets  forth,  as of  January 4, 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   Percentage
                           Of Beneficial   of Common
         Identity              Ownership   Stock Owned

American Health Systems, Inc.   1,040,000   12% (I)
Gary DeGano                       295,000   3% (II)
Linda Bryson                      264,000   3% (II)
Michael Kelleher                  249,900   3% (II)
J. William Byrd                   463,946   5% (II)
Richard Furlong                   463,946   5% (II)
James B. Crowell                  189,000   2% (II)
Management as a Group           1,925,792   22% (III)

     See Item 9. Directors, Executive Officers and Control Persons chart on page
33.





                                                                  11
Item 12.  Certain Relationships and Related Transactions

     On January 5, 2000 the  Company  issued  72,000  shares of common  stock to
directors for services.

     On March 1, 2000 the Company  issued 123,333 shares of common stock to Gary
DeGano for services.

     On June 15, 2000 72,000 shares of common stock were issued to directors for
services.

     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.

         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 October 1, 2000,  200,000  shares of common  stock were  issued to Novak
Capital Corporation as fees for Industrial Relations Service.

     On December  12, 2000 the Company  issued  288,000  shares to officers  and
directors for services.

     As of December  31, 2000 the  Company  has a total of  8,658,303  shares of
common stock outstanding.
Item 13.  Exhibits and Reports on 8-K

    List of documents filed as part of this report:

(a) Exhibits

     1. 10SBA -March 22, 2001 filed by  reference  included  restated  financial
     statements.

     2. Articles of Incorporation and By Laws filed by reference 10SB.

     3. March 31, 2000 10QSB Filed by reference

     4. June 30, 2000 10QSB filed by reference

     5. September 30, 2000 10QSB filed by reference

     6. Annual Meeting, Proxy Information and Proxy filed August 1, 2000.

     (b) Reports on Form on 8K

     1. filed June 30,  2000,  Acquisition  of  Northwest  Medical  Clinic  with
     related documents

     (c) Financial Data Schedule

                                                                  12

                                     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/ Gary DeGano
                                                        Gary DeGano, 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/ Gary DeGano                   President                     March 31, 2001
Gary DeGano


/S/ Linda Bryson                  Vice President                March 31, 2001
Linda M. Bryson


/S/ Michael Kelleher              Secretary and CFO             March 31, 2001
Michael Kelleher


                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                 Notes to the Consolidated Financial Statements
                 For the Years Ended December 31, 2000 and 1999



Table of Contents

Indepdedent Auditors Report.....................1
Audited Financial Statements

Consolidated Balance Sheets.....................2-3
Consolidated Statement of Operations............4
Consolidated Schedules of Stockholders Equity...5-6
Consolidated Statement of Cash Flow.............7-8
Notes to Financial Statements...................9-21



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


Armando C. Ibarra
Members of the California Society of



To the Board of Directors
Triad Industries, Inc.
(Formerly RB Capital & Equities, Inc.)
RB Courtyard, Suite 232
16935 W. Bernardo Drive
San Diego, CA  92126


     We have  audited  the  accompanying  consolidated  balance  sheets of Triad
     Industries,  Inc. (Formerly RB Capital & Equities, Inc.) as of December 31,
     2000  and 1999  and the  related  consolidated  statements  of  operations,
     changes to  shareholders  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,  2000 and 1999,  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 27, 2000


                             Triad Industries, Inc.
                     (Formerly Rb Capital & Equities, Inc.)
                          Consolidated Balance Sheets
                        As of December 31, 2000 and 1999




                                                              2000        1999
                                                                        restated
  CURRENT ASSETS
   Cash                                                 $    54,384  $    43,236
   Accounts receivable                                      304,235      345,235
   Accounts receivable - medical clinic (see note 2r)     1,552,109            0
   Marketable securities                                    473,367      454,460
   Impound account                                           12,610        4,062
   Assets held for sale                                   1,075,858    1,199,488
   Deferred tax benefit                                     581,135      354,233
     Total Current Assets                                 4,053,698    2,400,713
NET PROPERTY & EQUIPMENT                                  3,356,160    3,427,440
OTHER ASSETS
   Investment in securities available for sale              115,000      175,000
   Gift certificates                                              0        6,000
   Loan fees                                                235,307      143,779
   Accumulated amortization                                (143,779)    (71,890)
     Total Other Assets                                     206,528      252,890
                  TOTAL ASSETS                          $ 7,616,386  $ 6,081,043








                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                           Consolidated Balance Sheets
                        As of December 31, 2000 and 1999

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                       2000              1999
                                                                        restated
        CURRENT LIABILITIES
           Accounts payable                          $    84,675    $    20,963
           Loans payable                                 277,433         90,715
           Line of credit                                 30,160         25,121
           Greentree lease                                   224          1,655
           Taxes payable                                   6,251          6,251
           Security deposits                              47,259         39,865
           Notes payable on assets held for sale         787,649        918,966
           Trust deeds and mortgages - Std               372,905      2,782,500
           Property tax liability                              0         10,604
             Total Current Liabilities                 1,606,556      3,896,640
        LONG-TERM LIABILITIES
             Trust deeds and mortgages - Ltd           2,663,745              0
             Total Long-Term Liabilities               2,663,745              0
        TOTAL LIABILITIES                              4,270,301      3,896,640
        STOCKHOLDERS' EQUITY
           Preferred stock ($1.00  par value, 10,000,000 shares
              authorized 850,000 shares issued and outstanding for
              for 2000 and 1999, respectively)          850,000        850,000
           Common stock ($0.001 par value,
           50,000,000 shares
           authorized 8,658,303 and
           6,403,418 shares issued
           and outstanding for 2000
           and 1999, respectively)                        8,658          6,403
           Additional paid-in capital                 3,644,874      2,044,991
           Stock subscription receivable                (62,500)       (62,500)
           Retained earnings                         (1,094,947)      (654,490)
             Total Stockholders' Equity               3,346,085      2,184,404
        TOTAL LIABILITIES
         & STOCKHOLDERS' EQUITY                     $ 7,616,386    $ 6,081,043







                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                      Consolidated Statements of Operations
             For the Twelve Months Ended December 31, 2000 and 1999
                                            2000           1999
                                                         Restated
        REVENUES
   Consulting income                    $   423,405    $   435,052
   Medical fee income                       650,717              0
   Rental income                            709,552        529,273
   Costs of revenues                       (244,101)      (179,886)
Total Net Revenues                        1,539,573        784,438
OPERATING COSTS
   Depreciation & amortization              195,961        170,356
   Bad debt expense                               0          5,637
   Administrative expenses                1,454,489      1,205,710
Total Operating Costs                     1,650,450      1,381,703
OTHER INCOME & (EXPENSES)
   Interest income                            1,249          6,723
   Other income                                   0         27,806
   Other expenses                                 0           (149)
   Realized gain on sale of
   marketable securities                    101,209         64,141
   Unrealized (loss) on valuation of
   marketable securities                   (306,453)      (371,346)
   Unrealized gain on valuation of
   marketable securities                    214,000              0
   Unrealized (loss) on valuation of
   available for sale securities            (60,000)             0
   Mortgage refinancing                           0        441,000
   Disposition of stock                           0       (250,000)
   Net gain / (loss) on
   disposable assets                         18,108         38,359
   Late charges                                 708             43
   Utility Charges                            1,407            782
   Fee income - vending                         201          1,210
   Interest mortgage                       (526,910)      (403,168)
Total Other Income & Expenses              (556,481)      (444,599)
NET INCOME (LOSS) BEFORE TAXES             (667,358)    (1,041,863)
PROVISION FOR INCOME TAXES  (BENEFIT)       226,902        354,233
NET (LOSS)                              $  (440,456)   $  (687,630)
BASIC EARNINGS (LOSS) PER SHARE         $     (0.06)   $     (0.14)
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                7,378,445      5,055,774
DILUTED EARNINGS (LOSS) PER SHARE       $     (0.05)   $     (0.11)
WEIGHTED AVERAGE OF DILUTED
 COMMON SHARES OUTSTANDING                9,078,445      6,276,048







                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                   From December 31, 1997 to December 31, 2000

                                     Preferred  Preferred   Common
                                      Shares     Stock      Shares

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

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

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

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

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

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

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

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

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

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

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

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

Contributed capital                       -      -            -

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

Balance, December 31, 1998                -      -         3,633,201














                                                        Additional      Stock
                                            Common      Paid In     Subscription
                                             Stock      Capital      Receivable

Balance, December 31, 1997                $    2,340   $  634,656            -

Common stock issued June 17,1998
for securities valued @ $1.07 per share           13       14,105            -

Common stock issued June 17, 1998 for
securities valued @ $.90066 per share             60       53,980            -

Common stock issued June 17, 1998
for securities valued @ $.084 per share           15        1,245            -

Common stock issued June 17, 1998
for note payable @ $.334 per share                30       10,150            -

Common stock issued June 17, 1998
for securities valued @ $.334 per share          135       44,955            -

Common stock issued June 17, 1998
for services (officers) valued @ $.334
per share                                        300       99,900            -

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

Common stock issued December 31, 1998
for note payable @ $.3234 per
share                                             19        6,044            -

Common stock issued December 31, 1998
for management fees @ $.334 per share             61       20,233            -

Common stock issued December 31, 1998
for note payable @ $.334 per share                60       20,142            -

Common stock issued December 31,1998
for securities valued @ $.206 per share          225       46,175            -

Contributed capital                                -        1,717            -

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

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







                                        Retained
                                        Earnings        Total



Balance, December 31, 1997                $  95,266    $ 732,626

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

Common stock issued June 17, 1998 for
securities valued @ $.90066 per share             -       50,040

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

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

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

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

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

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

Common stock issued December 31, 1998
for management fees @ $.334 per share             -       20,294
Common stock issued December 31, 1998
for note payable @ $.334 per share                -       20,202

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

Contributed capital                               -        1,717

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

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







                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
           Consolidated Statement of Stockholders' Equity (continued)
                   From December 31, 1997 to December 31, 1999

                                        Preferred    Preferred    Commom
                                        Shares         Stock       Shares


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

 Recapitalization (Note 1)                    -           -     526,672

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

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

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


 Preferred stock issued September 1999
 in exchange for 1.5 million
shares of Pro Glass Technologies, Inc. common
 stock valued @ $1.00 per share       150,000     150,000           -

 Stock subscription receivable              -           -           -

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

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

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


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

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

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

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

 Stock issued on June 30, 2000
for  the Purchase of Northwest, LLC
 @ $0.96 a share                           -           -       1,462,302

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

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

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

 Net loss for the year ended
 December 31, 2000

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




                                               Additional       Stock
                                   Common       Paid in         Subscription
                                    Stock       Capital         Receivable

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

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

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

Common stock issued on March 15,
 1999 for the purchase of Gam
 Properties, Inc. @ $0.63 per
share                                   1,120      698,880            -

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


Preferred stock issued September 1999
 in exchange for 1.5 million
shares of Pro Glass Technologies, Inc. common
 stock valued @ $1.00 per share            -            -            -

 Stock subscription receivable             -            -       20,000

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

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

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


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

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

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

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

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

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

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

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

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

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

















                                                Retained
                                                Earnings        Total




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

 Recapitalization (Note 1)                                -         13,923

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

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

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


Preferred stock issued September 1999
 in exchange for 1.5 million
shares of Pro Glass Technologies, Inc. common
 stock valued @ $1.00 per share                           -        150,000

 Stock subscription receivable                            -         20,000

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

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

 Net loss for the year ended
 December 31, 1999                                 (687,630)      (987,630)


Balance, December  31, 1999                     $  (654,490)   $ 2,184,404

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

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

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

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

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

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

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

 Net loss for the year ended
 December 31, 2000                                 (440,456)      (440,456)

 Balance, December  31, 2000                    $(1,094,947)   $ 3,346,085



                              TRIAD INDUSTRIES, INC.
                      (Formerly RB Capital & Equities, Inc.)
                      Consolidated Statements of Cash Flows
                  For the Years Ended December 31, 2000 and 1999

                                                    2000            1999
                                                    Restated      Restated
       CASH FLOWS FROM OPERATING ACTIVITIES
      Income (loss) from operations                  $(440,456)   $(687,630)
      Depreciation & amortization expense              195,961      170,356
      Decrease / (Increase) in accounts receivable      41,000     (224,484)
      Increase in accounts payable                      63,712       15,188
      Increase in security deposits                      7,394       39,865
     (Decrease) in taxes payable                       (10,604)     (46,374)
     (Increase) in impound account                      (8,548)      (4,062)
     (Increase) in other assets                          6,000       (6,000)
      Increase in line of credit                         5,039       25,121
      Unrealized loss on available for
      sale & marketable securities                     306,453      371,346
      Unrealized (gain) on available for
      sale & marketable securities                    (214,000)           0
      Bad debt expense                                       0        5,637
     (Increase) in income tax benefit                 (226,902)    (354,233)
      Common stock issued for services                 184,292      226,216
     Net Cash Provided by Operating Activities         (90,659)    (469,054)
CASH FLOWS FROM INVESTING ACTIVITIES
      Sale of marketable securities                    101,209      451,750
      Disposition of securities
      available for sale                                     0      250,000
      Issuance of stock                                      0      150,000
      Net purchase of fixed assets                     (92,303)    (213,877)
      Purchase of marketable securities                 (3,700)    (142,630)
     Net Cash Used by Investing Activities               5,206      495,243
CASH FLOWS FROM FINANCING ACTIVITIES
     Payments on notes payable                               0            0
     Loan fees                                         (91,528)    (143,779)
     Greentree lease                                     1,411        1,655
     Increase in loan payable                          186,718       87,035
     Common stock issued for cash                            0          320
     Paid in capital                                         0       71,625
     Net Cash Provided by Financing Activities          96,601       16,856














                              TRIAD INDUSTRIES, INC.
                      (Formerly RB Capital & Equities, Inc.)
                Consolidated Statements of Cash Flows (continued)
                  For the Years Ended December 31, 2000 and 1999

                                                            2000          1999
                                                          restated     restated
Net Increase (Decrease) in Cash                            11,148       43,045
Cash at Beginning of Year                                  43,236          191
Cash at End of Year                                    $   54,384   $   43,236
Supplemental  Cash Flow Disclosures
Cash paid during year for interest                     $  526,910   $    2,616
Cash paid during year for taxes                        $        0   $        0
Schedule of Non-Cash Activities
Common Stock issued for services                       $  184,292   $  226,216
Common Stock issued for acquisition of subsidiary      $1,463,302   $  700,000
Preferred Stock issued for acquisition of subsidiary   $        0   $  700,000












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.
     The name of the Company was changed to RB Capital & Equities, Inc.

     On March  15,  1999,  at a  special  meeting  of the  shareholders  HRM (1)
     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 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 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 corporation  name to Triad  Industries,
Inc. Triad Industries, Inc. is a holding Company with no operations of its own.

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 client corporations.

     2. Miramar Road  Associates,  LLC.  owns and operates a 51,000  square foot
commercial building.


NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)

     3. Gam  Properties,  Inc.  owns and rents a seven unit, a four unit,  and a
three unit apartment building.

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

     5. Triad  Reality  is not yet  operating  as a  consolidating  real  estate
company.

     6. Northwest Medical Clinic,  Inc. is in the medical field  specializing in
personal injury and somnoplasty.

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., Gam Properties Inc., Healthcare
     Resource  Management  Inc.,  Miramar Road  Associates,  LLC., and Northwest
     Medical Clinic,  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/or debt offerings.

f.   Intangibles

     Intangible assets consists of loan fees arrived from the refinancing of the
     Miramar  building.  The loan fees are being  amortized  on a  straight-line
     basis over a period of one year, which is the length of the loan.

g.  Accounts Receivable

     The  Company  has  entered  into  various  contracts,  by which the Company
     provides financial services

 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, 2000 and 1999  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.  Note 2n and 2p reflect
     the fair value of notes,  trusts,  and mortgages payable in accordance with
     SFAS 107.

i.  Revenue Recognition and Deferred Revenue

     Revenue  includes the  following:  Miramar Road  Associates,  Inc.  revenue
     consists of commercial rental income.  Revenue for Miramar is recognized at
     each month beginning on a receivable  basis.  Gam Properties  Inc.  revenue
     consists of  residential  rental  income.  Revenue for Gam is recognized at
     each month  beginning on a receivable  basis.  RB Capital & Equities,  Inc.
     revenue  consists of consulting  income.  Northwest  Medical  Clinic,  Inc.
     revenue consist of medical  services.  Northwest revenue is recognized when
     received.

     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.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

j.   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,  GAM
     Properties Inc., a California corporation,  Miramar Road Associates Inc., a
     California LLC., and Northwest Medical Clinic, Inc., a Georgia corporation.
     All   subsidiaries   are  wholly  owned   subsidiaries.   All   significant
     intercompany   balances   and   transactions   have  been   eliminated   in
     consolidation.

k.  Investments in Securities

     Marketable  securities  at December  31, 2000 and 1999 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 & expenses.

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%.  (i.e.  if prime  was 9% the
     interest  rate would be 12.65%.)  There are no  restrictions  on the use of
     this line of  credit.  There is an  outstanding  balance  of $ 30,160 as of
     December 31, 2000.

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 5
     regarding income tax benefit.



NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

n.  Property Held for Sale

All of the Companys properties held for sale are on a thirty-year mortgage.

      Location                 Description      Interest   Cost          Debt
                                                Rate
     2016-18 Balboa*             4 Units         7.817$   420,000    $   302,148
     2015-17 Hornblend*
     2135-39 Grand Ave          Tri-plex         7.667    355,350        228,642
     4592 Bancroft               7 Units         7.500    396,057        256,859
      NRV

                                      Total           $ 1,075,858    $   787,649

     * This location is a four-unit building. The building is constructed with 2
     units being back to back and on separate streets.

     Gam  Properties,  Inc. sold two  properties  during 1999.  In April,  Chase
     property  sold for  $1,170,000.  In June,  3rd Ave.  #6  property  sold for
     $199,500.  Total costs of assets sold were $1,331,141 leaving a net gain of
     $38,359.  Gam Properties,  Inc sold one property during 2000. In April, 3rd
     Ave #4  property  sold for $  173,000.  Total  costs of assets  sold were $
     154,892 leaving a net gain of $18,108. A net realizable valuation allowance
     was placed on the  properties  held for sale in the amount of  $95,549,  in
     accordance with SFAS 121.

o.       Long-Term Debt  Miramar Building

                   Interest       Debt     Maturity Date
                     Rate
First Trust Deed    10.470 %   $2,340,000   12/08/25
Second Trust Deed   14 %          559,250   12/08/02
Third Trust Deed    14 %          137,400   12/08/02
                                   -------------------
                                            $3,036,650

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

     On September  20, 1999 in accordance  with  paragraph 7 of SFAS 121 Company
     acquired the remaining one-percent partner minority interest on the Miramar
     property and paid off $ 192,000 of the outstanding mortgage liability

     The total debt of  $3,036,650  on the  Miramar  building  was  recorded  as
     follows:  current  portion  (less than one year) of $372,905 and  long-term
     portion (more than one year) of $2,663,745.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

p.   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.  The company owns a fifty-one thousand square foot
     commercial  building  located at 6920-6910 A & B and 6914 Miramar Road, San
     Diego, California.
                                      2000           1999
 Land                            $   327,614    $   327,614
 Buildings                         3,038,357      3,038,357
Equipment                             34,070              0
Computer                               4,764          1,000
Furniture                             12,223          7,224
Tenant Improvements                  161,669        151,711
                         ----------------------------------
                         ----------------------------------
                                 $ 3,578,697    $ 3,525,906
 Less Accumulated Depreciation      (222,537)       (98,466)
                         ----------------------------------
                         ----------------------------------

  Net Property and Equipment     $ 3,356,160    $ 3,427,440
                         ==================================

q.  Investments in Securities Available for Sale

     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 at $ .06 a share.

                              Number of    Value Price   Balance
                                 Shares   At Year End   At Year End

Heritage National Corporation     250,000   $   0.10$  25,000
 Pro Glass Technologies, Inc.   1,500,000       0.06___90,000

     Total                     1,750,000           $  115,000

     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.  All  gains  and  losses  will be  recorded  in the  statement  of
     operations  under other  income and  expenses.  As of December 31, 2000 the
     Company had an 8.5% share of Pro Glass Technologies, Inc. Heritage National
     Corporation is a privately owned Company.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

r.  Accounts Receivable

Accounts receivable consist of the following:
                                              December 31, 2000


Accounts receivable Various                       $  3,941

Accounts receivable Carrera                            520

Accounts receivable Gahi                               450

Accounts receivable Trans-Caribe                     3,187

Accounts receivable Fortune Oil                     11,500

Accounts receivable 3rd. Avenue                     15,083

Accounts receivable Ashy                             7,000

Accounts receivable Todd Smith                     254,554

Accounts receivable Bellissima                       8,000



        Total                                     $304,235
------------------------------------======================


     The Company expects to collect accounts  receivable  within one year. As of
     December 31, 2000 the accounts receivable  outstanding is fully expected to
     be  collected.  Therefore,  the  Company  has not  setup an  allowance  for
     doubtful accounts.

     Due to the nature of business that Northwest Medical Clinic Inc.  conducts,
     a reserve  for bad debts  must be in place to  properly  state the  account
     receivable as of December 31, 2000.

Accounts receivable     $ 3,072,377
Reserve for bad debts    (1,520,268)

                        $ 1,552,109







NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

s.       Basic & Diluted Loss Per Common Share

     Basic  loss per  common  share has been  calculated  based on the  weighted
     average  number of shares of common  stock  outstanding  during the period.
     Diluted  loss per common  share has been  calculated  based on the weighted
     average number of shares of common and preferred stock  outstanding  during
     the period.
                                        December 31
                                        2000            1999

Numerator income (loss)              $  (440,456)   $  (712,680)
Denominator weighed average number
of shares outstanding                  7,378,445      5,055,774

Basic (loss) per share               $     (0.06)   $     (0.14)



                                        December 31,
                                  2000               1999
Numerator income (loss)        $  (440,456)   $  (712,680)
Denominator  weighed average
number of shares outstanding     9,078,445      6,276,048

Diluted (loss) per share       $     (0.05)   $     (0.11)

NOTE 3.  OPERATING LEASE

     The Company operates its facilities under an operating lease agreement with
     an unrelated party. The base rent is $ 7,100 which will increase to $ 8,164
     per month as of May 1, 2001. The Companys lease agreement expired December
     31, 2000.  The Company has  exercised  the option to continue on a month to
     month  basis.  Rent  expense  was $ 62,883  and $ 27,855 for 2000 and 1999,
     respectively.

The Company has the following lease options:

Year
Ending

2001     93,712

2002     97,968

2003     97,968

2004     97,968

2005     97,968

       $485,584



NOTE 4.  ACQUISITIONS

     The  acquisitions of RB Capital and Equities,  Inc., a Nevada  corporation,
     and its subsidiaries (Gam Properties and Miramar Road Associates, LLC) were
     recorded as a purchase  in  accordance  with  Accounting  Principles  Board
     Opinions No. 16 (APB No. 16). Triad  Industries,  Inc.  acquired the assets
     subject  to  the  liabilities  of  Northwest  Medical  Clinic,  Inc.  Triad
     Industries,  Inc. will  acquired  100% of the equity  interest of Northwest
     Medical Clinic,  Inc. in return for voting common stock, and that Northwest
     Medical  Clinic,  Inc.  will  become a  wholly  owned  subsidiary  of Triad
     Industries, Inc. As per agreement Triad Industries, issued 1,463,302 shares
     of common stock on September 30, 2000 for the purchase of Northwest Medical
     Clinic,  Inc. The acquisition was recorded as a purchase in accordance with
     Accounting Principles Board Opinions No. 16 (APB No. 16).

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

NOTE 5.  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, 2000 the Company  has  significant  operating  and capital
     losses  carryfoward.  The benefits  resulting  for the  purposes  have been
     estimated as follows:
                                          December 31,
                                       2000           1999
 Net Operating Losses :
Net operating loss carryforwards       667,358      1,080,295
  Income Tax Benefit               $  (226,902)   $  (354,233)
                            =================================

     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.

     As of December 31, 2000, the Company has net operating  loss  carryforwards
     for both federal and state income tax purposes of  approximately $ 944,167,
     which expire through 2020.  Under federal and state laws, the  availability
     of the  Companys  net  operating  loss  carryforward  may be  limited if a
     cumulative  change in  ownership  of more than 50% occurs  within any three
     year period.

NOTE 6.  MARKETABLE SECURITIES

     At December 31, 2000, the Company held trading  securities of the following
     companies:


                               Number of          Mkt. Price               FMV
                              Shares           At Year End          At Year End

         Beach Brew           625,000                0.028               17,500
         Blue Gold            325,000              0.00114                  370
         First Genx.com       600,000                 0.05               30,000
         Fortune Oil           33,000                 0.18                5,940
         Greenland              4,113                 0.05                  206
         Mezzanine Capital    107,000                 3.25              347,750
         Nicholas Inv.        364,583                0.001                  364
         Peacock Financial    200,000                 0.02                4,000
         Phantom Film Corp.   150,000                 0.01                1,500
         Pro Glass            368,892                 0.06               22,133
         Spa International    245,165                 0.00                    0
         Superior Oil         100,000                 0.03                3,000
         Thunderstone           3,068                 0.01                   31
         Total Entertainment   55,000                 0.06                3,300
         Regan Corp.           5,000                 0.00                    0
         Processing
         Research Inc.        20,000              0.01695                  339
         Spectrum            600,000                .0416               24,960
         Toner Systems         400                1.498                  599
         Tesmark              56,250                 0.20               11,250

         Total                                                      $   473,367
                                                           ====================

     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, 2000 in accordance with paragraph 13 of SFAS 115.

NOTE 7.  STOCK TRANSACTIONS

     Stock  issuance  are in  accordance  with  paragraph  8 of SFAS 123,  where
     issuances  shall  be  accounted  for  based  on  the  fair  value  of  the
     consideration received.

     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.  NOTE  7.  STOCK
     TRANSACTIONS (CONTINUED)

     On June 17, 1998,  the Company  issued 60,000 shares of common stock valued
     at $.90066 per share for  marketable  securities.  Since there is no market
     for the Companys common stock,  the shares were valued at the trading price
     of the securities that were received.

     On June 17, 1998 the Company  issued  30,480 shares of common stock for the
     conversion of debt valued at $.334 per share.

     On June 17, 1998.  The Company  issued  135,000  shares of common stock for
     marketable  securities valued at $.334 per share.  Since there is no market
     for the Companys common stock, the shares were valued at the trading price
     of the securities, which 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.





NOTE 7.  STOCK TRANSACTIONS (CONTINUED)

     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.

     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 a
     Director 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.

     As of December  31, 2000 the Company had  8,658,303  shares of common stock
     issued and outstanding.






NOTE 8.  STOCKHOLDERS EQUITY

     The  stockholders  equity  section of the Company  contains  the  following
     classes of capital stock as of December 31, 2000.

     (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;
8,658,303  and  6,403,418  shares  issued  and  outstanding  for 2000 and  1999,
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, 2000.

NOTE 9.  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 valuation 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.

     A total of 555,000  shares were issued for services to  management  and key
     employees for the year ended December 31, 2000.