TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                 Notes to the Consolidated Financial Statements
                             As of December 31, 2002
                                       28

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



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


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



                           INDEPENDENT AUDITORS REPORT


     We have  audited  the  accompanying  consolidated  balance  sheets of Triad
Industries,  Inc. (Formerly RB Capital & Equities, Inc.) as of December 31, 2002
and 2001 and the  related  consolidated  statements  of  operations,  changes in
stockholders  equity and cash flows for the years then ended.  These  financial
statements   are  the   responsibility   of  the   Companys   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our  audit.  We  conducted  our  audit in  accordance  with  auditing  standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.  In our  opinion,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material  respects,  the  financial  position  of Triad  Industries,  Inc. as of
December 31, 2002 and 2001,  and the results of their  operations and their cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.




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

March 29, 2003
Chula Vista, California

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





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






                              TRIAD INDUSTRIES, INC.
                      (Formerly RB Capital & Equities, Inc.)
                      Consolidated Statements of Operations

                                               Year Ended            Year Ended
                                              December 31,          December 31,
                                                    2002                  2001
REVENUES
Consulting income                                $   512,946        $   566,211
Medical fee income                                         -          1,077,209
Rental income                                        138,362            306,888
Costs of revenues                                    (48,530)          (121,752)
GROSS PROFIT                                         602,778          1,828,556
OPERATING COSTS
Bad debt expense                                      55,504            545,638
Depreciation expense                                  31,130             71,633
Administrative expenses                              402,668          1,575,543
Total Operating Costs                                489,302          2,192,814
OPERATING INCOME (LOSS)                              113,476           (364,258)
OTHER INCOME & (EXPENSES)
Interest income                                        2,696              6,897
Other income                                           2,986             19,812
Other expenses                                       (45,173)                 -
Net realized gain
on sale of marketable securities                     106,366             27,703
Net gain (loss) on
disposable assets                                     93,283            570,964
Finance charges                                          400                  -
Interest expense                                     (75,758)          (192,786)
Total Other Income & (Expenses)                       84,800            432,590

INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE TAX                                198,276             68,332
INCOME TAX (PROVISION) BENEFIT                       (60,683)           (12,083)
INCOME (LOSS) FROM CONTINUING
OPERATIONS AFTER TAX                             $   137,593        $    56,249
DISCONTINUED OPERATIONS
                                                          2                   -
  Loss on sale of Northwest
Medical Clinic, Inc.                              (1,542,394)                 -
NET INCOME (LOSS)                                $(1,404,801)       $    56,249





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

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

                                     Preferred Preferred   Common
                                      Shares     Stock     Shares
Balance, December 31, 1997                        -   $ - $ 2,339,529
Common stock issued June 17,1998
for securities valued @ $1.07 per share                     13,200
Common stock issued June 17, 1998 for
securities valued @ $.90066 per share                      60,000
Common stock issued June 17, 1998
for securities valued @ $.084 per share                    15,000
Common stock issued June 17, 1998
for note payable @ $.334 per share                         30,480
Common stock issued June 17, 1998
for securities valued @ $.334 per share                    135,000
Common stock issued June 17, 1998
for services (officers) valued @ $.334
per share                                                300,000
Common stock issued November 4,
1998 for subscription receivable
@ $.166 per share                                           375,000
Common stock issued December 31, 1998
for note payable @ $.3234 per share                        18,750
Common stock issued December 31, 1998
for management fees @ $.334 per share                     60,759
Common stock issued December 31, 1998
for note payable @ $.334 per share                         60,486
Common stock issued December 31,1998
for securities valued @ $.206 per share                   225,000
Contributed capital
Net loss for the year ended
December 31,1998
Balance, December 31, 1998                -           -   3,633,204



                                                        Additional   Stock
                                            Common      Paid In    Subscription
                                             Stock      Capital      Receivable

Balance, December 31, 1997                $    2,340   $  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)


                                                        Comprehensive
                                        Retained         Income        Total
                                        Earnings        (Loss)


Balance, December 31, 1997                $  95,266          $ -    $ 732,262
Common stock issued June 17,1998
for securities valued @ $1.07 per share                                   14,118
Common stock issued June 17, 1998 for
securities valued @ $.90066 per share                                     54,040
Common stock issued June 17, 1998
for securities valued @ $.084 per share                                    1,260
Common stock issued June 17, 1998
for note payable @ $.334 per share                                        10,180
Common stock issued June 17, 1998
for securities valued @ $.334 per share                                   45,090
Common stock issued June 17, 1998
for services (officers) valued @ $.334
per share                                                                100,200
Common stock issued November 4,
1998 for subscription receivable
@ $.166 per share                                                            250
Common stock issued December 31, 1998
for note payable @ $.3234 per share                                        6,063
Common stock issued December 31, 1998
for management fees @ $.334 per share                                     20,294
Common stock issued December 31, 1998
for note payable @ $.334 per share                                        20,202
Common stock issued December 31,1998
for securities valued @ $.206 per share                                  46,400
Contributed capital                                                        1,717
Net loss for the year ended
December 31,1998                            (62,126)                    (62,126)
Balance, December 31, 1998                   33,140            -      989,950



                                   Preferred    Preferred    Common
                                     Shares       Stock       Shares



Balance, December 31, 1998                                 3,633,204
 Recapitalization (Note 1)                                   526,672
 Common stock issued on March 15,
 1999 for the purchase of Gam
 Properties, Inc. @ $0.63 per share                        1,120,000
 Preferred stock issued on March 15,
 1999 for the purchase of Miramar Road
 Associates, LLC @ $1.00 per share     700,000   700,000
 Common stock issued March 15, 1999
 for services valued @ $0.63 per share                       313,942
 Preferred stock issued September 1999
 in exchange for 1.5 million shares of
 Pro Glass Technologies, Inc. common
 stock valued @ $1.00 per share        150,000   150,000
 Stock subscription receivable
 Common  stock issued December
 1999 for cash @ $0.22 per share                             320,000
 Common stock issued December 1999
 for management fees @ $0.06 per share                       489,600
Net loss for the year ended
 December 31, 1999
 Balance, December  31, 1999           850,000   850,000   6,403,418

 Stock issued on January 5, 2000
 to Directors @ $0.06 a share                                 72,000
Stock issued on March 1, 2000 for
services rendered @ $0.15 a share                            123,000
 Stock issued on June 15, 2000
 to Directors @ $0.50 a share                                 72,000
 Stock issued on June 30, 2000 for
 the Purchase of Northwest, LLC.
 @ $0.96 a share                                           1,463,302
 Stock issued on June 30, 2000  to Donner
 Investment Corp. @ $0.96 a share                             36,583
 Stock issued on October 1, 2000 to
 Novak Capital @ $0.20 a share                               200,000
 Stock issued on December 12, 2000
 to Directors @ $0.24 a share                                288,000
Comprehensive loss December 31, 2000
 Net loss for the year ended
 December 31, 2000
 Balance, December  31, 2000           850,000   850,000   8,658,303






                                                        Additional   Stock
                                           Common       Paid in   Subscription
                                             Stock      Capital    Receivable


Balance, December 31, 1998                     3,633   1,015,677     (62,500)
Recapitalization (Note 1)                        527      33,396     (20,000)
Common stock issued on March 15,
1999 for the purchase of Gam
Properties, Inc. @ $0.63 per share             1,120     698,880
Preferred stock issued on March 15,
1999 for the purchase of Miramar Road
Associates, LLC @ $1.00 per share
Common stock issued March 15, 1999
for services valued @ $0.63 per share            314     196,527
Preferred stock issued September 1999
in exchange for 1.5 million shares of
Pro Glass Technologies, Inc. common
stock valued @ $1.00 per share
Stock subscription receivable                 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
Comprehensive loss December 31, 2000
Net loss for the year ended
December 31, 2000
Balance, December 31, 2000                     8,658   3,644,874     (62,500)








                                                        Comprehensive
                                              Retained    Income         Total
                                              Earnings    (loss)

Balance, December 31, 1998                     33,140                   989,950
Recapitalization (Note 1)                                                13,923
Common stock issued on March 15,
1999 for the purchase of Gam
Properties, Inc. @ $0.63 per share                                      700,000
Preferred stock issued on March 15,
1999 for the purchase of Miramar Road
Associates, LLC @ $1.00 per share                                        700,000
Common stock issued March 15, 1999
for services valued @ $0.63 per share                                    196,841
Preferred stock issued September 1999
in exchange for 1.5 million shares of
Pro Glass Technologies, Inc. common
stock valued @ $1.00 per share                                          150,000
Stock subscription receivable                                             20,000
Common stock issued December
1999 for cash @ $0.22 per share                                           71,945
Common stock issued December 1999
for management fees @ $0.06 per share                                     29,375
Net loss for the year ended
December 31, 1999                            (712,680)                 (712,680)
Balance, December 31, 1999                   (679,540)          -     2,159,354

Stock issued on January 5, 2000
to Directors @ $0.06 a share                                               4,320
Stock issued on March 1, 2000 for
services rendered @ $0.15 a share                                         18,000
Stock issued on June 15, 2000
to Directors @ $0.50 a share                                              36,000
Stock issued on June 30, 2000 for
the Purchase of Northwest, LLC.
@ $0.96 a share                                                        1,401,018
Stock issued on June 30, 2000 to Donner
Investment Corp. @ $0.96 a share                                          35,120
Stock issued on October 1, 2000 to
Novak Capital @ $0.20 a share                                            40,000
Stock issued on December 12, 2000
to Directors @ $0.24 a share                                              67,680
Comprehensive loss December 31, 2000                        (27,122)    (27,122)
Net loss for the year ended
December 31, 2000                            (365,689)                (365,689)
Balance, December 31, 2000                 (1,045,230)      (27,122)   3,368,680




                                   Preferred    Preferred     Common
                                     Shares       Stock        Shares

 Stock issued on January 15, 2001
 for consulting fees @ $0.17 a share                          50,000
 Stock issued on January 18, 2001 for
 management fees @ $0.21 a share                             144,762
 Stock issued on February 21, 2001
 for consulting fees @ $0.15 a share                          25,100
 Stock issued on March 1, 2001  to
 management fees @ $0.17 a share                             700,000
 Stock issued on June 6, 2001
 for the purchase of Corporate Capital
 Formation, Inc. @ $0.11 per share                           900,000
 Stock issued on June 22, 2001
 to Directors @ $0.03 a share                                360,000
October 1, 2001 cancellation of
stock subscription                                          (700,000)
Comprehensive loss December 31, 2001
 Net lncome for the year ended
 December 31, 2001
 Balance,  December 31, 2001           850,000   850,000  10,138,165




 January 1, 2002 sale of Northwest
 Medical Clinic, Inc. @ $ 0.02 a share                    (1,463,302)
 On October 15, 2002 preferred stock
 converted to common stock at 1 for 2 (700,000) (700,000)  1,400,000
 Comprehensive loss December 31, 2002
 Net loss for the year ended
 December 31, 2002
 Balance,  December 31, 2002           150,000 $ 150,000  10,074,863


                                                          Additional   Stock
                                           Common         Paid in  Subscription
                                            Stock         Capital    receivable

Stock issued on January 15, 2001
for consulting fees @ $0.17 a share              50          8,450
Stock issued on January 18, 2001 for
management fees @ $0.21 a share                 145         30,179
Stock issued on February 21, 2001
for consulting fees @ $0.15 a share              25          3,715
Stock issued on March 1, 2001 to
management fees @ $0.17 a share                 700        118,300     (119,000)
Stock issued on June 6, 2001
for the purchase of Corporate Capital
Formation, Inc. @ $0.11 per share               900         95,100
Stock issued on June 22, 2001
to Directors @ $0.03 a share                    360         10,440
October 1, 2001 cancellation of
stock subscription                             (700)      (118,300)     119,000
Comprehensive loss December 31, 2001
Net lncome for the year ended
December 31, 2001
Balance, December 31, 2001                   10,138      3,792,758      (62,500)



January 1, 2002 sale of Northwest
Medical Clinic, Inc. @ $ 0.02 a share    (1,463,302)        (1,463)     (27,803)
On October 15, 2002 preferred stock
converted to common stock at 1 for 2          1,400        698,600
Comprehensive loss December 31, 2002
Net loss for the year ended
December 31, 2002
Balance, December 31, 2002              $    10,075    $ 4,463,555    $ (62,500)







                                                         Comprehensive
                                        Retained         Income        Total
                                        Earnings         (loss)


Stock issued on January 15, 2001
for consulting fees @ $0.17 a share                                       8,500
Stock issued on January 18, 2001 for
management fees @ $0.21 a share                                          30,324
Stock issued on February 21, 2001
for consulting fees @ $0.15 a share                                      3,740
Stock issued on March 1, 2001 to
management fees @ $0.17 a share                                            -
Stock issued on June 6, 2001
for the purchase of Corporate Capital
Formation, Inc. @ $0.11 per share                                        96,000
Stock issued on June 22, 2001
to Directors @ $0.03 a share                                             10,800
October 1, 2001 cancellation of
stock subscription                                                            -
Comprehensive loss December 31, 2001                      (83,991)     (83,991)
Net lncome for the year ended
December 31, 2001                            56,249                      56,249
Balance, December 31, 2001                 (988,981)   (111,113)     3,490,302





January 1, 2002 sale of Northwest
Medical Clinic, Inc. @ $ 0.02 a share                                (29,266)
On October 15, 2002 preferred stock
converted to common stock at 1 for 2                                      -
Comprehensive loss December 31, 2002                    (683,177)      (683,177)
Net loss for the year ended
December 31, 2002                        (1,404,801)               (1,404,801)
Balance, December 31, 2002              $(2,393,782)   $ (794,290)$ 1,373,058





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

Net Increase (Decrease)
in Cash                                        4,189        (38,741)
Cash at Beginning of Year                     15,643         54,384
Cash at End of Year                      $    19,832    $    15,643
Supplemental Cash Flow
Disclosures:
Cash paid during year
for interest                             $   (75,758)   $   192,786
Cash paid during year
for taxes                          $              $               -
Schedule of Non-Cash Activities:
Common stock issued
for services                       $               -    $   149,364
Common stock received
for services                             $   150,000    $   365,916
Common stock issued for
acquisition of subsidiary          $               -    $   900,000
Common stock retired on the
sale of Northwest Medical Clinic, Inc.   $    29,2$               -
Loss on sale of Northwest
Medical Clinic, Inc.                     $ 1,542,3$               -














NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

     Triad Industries, Inc. (the Company) was incorporated under the laws of the
State  of Utah on  November  25,  1985.  The  Company  was  originally  known as
Investment   Marketing,   Inc.   Investment   Marketing,   Inc.  was  originally
incorporated for the purpose of buying,  selling,  and dealing in real property.
At a special meeting of the shareholders  held June 6, 1990 the Company name was
changed to Combined  Communication,  Corp. On June 7, 1990 the Company completed
the merger and became a Nevada Corporation. On October 17, 1997, the Company met
to amend the Articles of Incorporation  and change the name of the Company to RB
Capital & Equities, Inc.

On March 15, 1999, at a special meeting of the shareholders, Healthcare Resource
Management  (HRM)  reversed  its  common  stock  on a one  for ten  (1:10)  from
5,256,716 to 526,672 shares  outstanding.  Also, at the meeting of shareholders,
HRM  ratified a plan of  reorganization  whereby HRM would  acquire  100% of the
outstanding  shares of common  stock of RB  Capital  and its  subsidiaries  (Gam
Properties and Miramar Road  Associates) for 5,068,150  shares of HRM post split
common stock and 700,000 shares of $1.00 preferred  stock.  The only significant
shareholder was American Health Systems, Inc. who owned 373,333 of common shares
before the merger and  1,120,000 of common  stock after the merger.  The 700,000
shares of preferred stock were issued to American  Health Systems,  Inc. for the
note  payable  and the 99%  interest RB Capital  had  acquired  in Miramar  Road
Associates.  1,120,000  shares of common stock of the 5,068,150 shares issued to
RB Capital & Equities,  Inc. went to American Health  Systems,  Inc. in exchange
for the  373,333  originally  received  from RB  Capital  &  Equities,  Inc.  as
consideration  for 100% of Gam Properties.  This 1,120,000  represents a 3 for 1
forward split of the 373,333 shares of RB Capital & Equities  common stock.  The
acquisition  was accounted for as a  recapitalization  of RB Capital because the
shareholders  of  RB  Capital  &  Equities,   Inc.   controlled  HRM  after  the
acquisition. Therefore, RB Capital & Equities, Inc. was treated as the acquiring
entity  for  accounting  purposes  and HRM was the  surviving  entity  for legal
purposes.

On March 15, 1999 the shareholders also approved an amendment to the Articles of
Incorporation changing the corporate name to Triad Industries, Inc.

     On June 30, 2000, Triad Industries, Inc. acquired certain assets subject to
certain  liabilities of Northwest Medical Clinic,  Inc., acquired certain assets
of Amerimed of Georgia, Inc. (a Georgia Corporation) and acquired certain assets
of Florimed of Tampa, Inc. (a Florida Corporation). These certain assets subject
to the  certain  liabilities  were  combined  and put  into a newly  formed  and
capitalize  corporation  operating under the name Northwest Medical Clinic, Inc.
The  acquisition  was  recorded  as a purchase  in  accordance  with  Accounting
Principles Board Opinions No. 16 (APB No. 16).  Northwest  Medical Clinic,  Inc.
operates in the personal injury area and also performs sleep apnea procedures.

     On June 6, 2001 the Company issued 900,000 shares where by Triad Industries
would acquire 100% of Corporate  Capital  Formation,  Inc. The  acquisition  was
recorded as a purchase in accordance with Accounting  Principles  Board Opinions
No. 16 (APB No. 16). Corporate Capital Formation, Inc. operates in the corporate
business consulting as well as business formation.


NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)

     In October 2001, Gam Properties and Triad Industries  combined  operations.
Gam Properties Corporation is to be dissolved.

     On January 1, 2002 the Company sold Northwest  Medical  Clinic,  Inc. for a
net loss of $1,542,394.

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

The Company operates through its five subsidiaries:

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

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

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

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

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


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   Accounting Method

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

b.       Basis of Consolidation

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

c.   Cash Equivalents

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


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

d.   Estimates and Adjustments

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments  are normal  and  recurring.  See note 2j  regarding  the  Companies
revenue recognition policy.

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

     The Companys financial statements have been presented on the basis that it
is a going  concern,  which  contemplates  the  realization  of  assets  and the
satisfaction of liabilities in the normal course of business.

     The  Companys  management  intends  to raise  additional  operating  funds
through operations,  and debt or equity offerings.  Management has yet to decide
what type of offering  the Company will use or how much capital the Company will
raise.  There is no guarantee that the Company will be able to raise any capital
through any type of offerings.

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

f.   Intangibles

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

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

h.  Concentration of Credit Risk

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


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

i.  Investments in Securities

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

j.  Revenue Recognition and Deferred Revenue

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

     RB Capital & Equities, Inc. has various consulting contracts outstanding in
which the  Company  performs a set of  various  financial  services.  RB Capital
recognizes revenue when services on contracts are provided.

k.  Line of Credit

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

l.   Principles of Consolidation

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









NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

m.  Income Taxes

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

NEW ACCOUNTING PRONOUNCEMENTS:

     In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No.
145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical  Corrections  ("SFAS 145").  Among other things,  SFAS 145
eliminates the  requirement  that gains and losses from the  extinguishments  of
debt be  classified  as  extraordinary  items.  SFAS 145 is effective for fiscal
years beginning after May 15, 2002, with early adoption permitted.  The adoption
of  SFAS  145 did not  have a  material  effect  on the  Companies  consolidated
financial statements.

     In June 2002, the Financial Accounting Standards Board issued SFAS No. 146.
The  standard  requires  companies to recognize  costs  associated  with exit or
disposal  activities  when  they  are  incurred  rather  than  at the  date of a
commitment to an exit or disposal  plan. The adoption of SFAS 146 did not have a
material effect on the Companies consolidated financial statements.

     In October 2002, the Financial  Accounting  Standards Board issued SFAS No.
147,  Acquisitions  of Certain  Financial  Institutions   an amendment of FASB
Statements  No. 72 and 144 and FASB  interpretation  No.  9.  SFAS 147  removes
acquisitions of financial  institutions  from the scope of both Statement 72 and
interpretation  9 and  requires  that those  transactions  be  accounted  for in
accordance  with FASB  Statements No. 141,  Business  Combinations,  and No. 142
Goodwill and Other  Intangible  Assets.  Thus, the requirement in paragraph 5 of
Statement 72 to recognize  (and  subsequently  amortize)  any excess of the fair
value of  liabilities  assumed over the fair value of tangible and  identifiable
intangible  assets  acquired  as an  unidentifiable  intangible  asset no longer
applies to acquisitions  within the scope of this Statement.  In addition,  this
Statement  amends FASB  Statement  No. 144,  Accounting  for the  Impairment  or
Disposal   of   Long-Lived   Assets,   to   include   in  its  scope   long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor  and borrower  relationship  intangible  assets and credit  cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow  recoverability  test and impairment loss recognition and
measurement  provisions that Statement 144 requires for other long-lived  assets
that are held and used.  SFAS 147 is effective  October 1, 2002. The adoption of
SFAS 147 did not have a material effect on the Companies  consolidated financial
statements.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS:

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


NOTE 3.  MORTGAGE PAYABLE

                                Interest Rate     Debt        Maturity Date

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

                                                              $ 734,808


     The office  building  collateralize  the above  loans.  The loan  agreement
provides  for  monthly  payments  of interest  and  principle.  In June 2001 the
Company  purchased a 12, 500 square foot commercial  building  located at 350 W.
9th Avenue in Escondido, California.

     The total debt of $734,808 was recorded as follows:  current  portion (less
than one  year) of  $150,910  and  long-term  portion  (more  than one  year) of
$583,898.

     On January 31, 2002 the Company sold the Balboa property for $391,500.  The
total cost of the asset sold was $386,350 leaving a net gain of $5,150. On March
31, 2002 the Company also sold the Grand  property for $350,000.  The total cost
of the asset sold was $261,867 leaving a net gain of $88,133.








NOTE 4. PROPERTY & EQUIPMENT

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

                                          December 31,            December 31,
                                             2002                    2001

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


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

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

                                              December 31,         December 31,
                                                      2002                 2001

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

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

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








NOTE 6. INCOME TAXES

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred
tax  asset or  liability  is  recorded  for all  temporary  differences  between
financial and tax reporting and net operating  loss  carryfowards.  Deferred tax
expense  (benefit)  results from the net change  during the year of deferred tax
assets and liabilities.

At December 31, 2002 the Company has  significant  operating and capital  losses
carryfoward.  The tax benefits resulting for the purposes have been estimated as
follows:

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

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

         Income Tax Benefit                                834,691

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


NOTE 7.  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

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

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

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







NOTE 8.  MARKETABLE SECURITIES

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

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

Atlantic Syndication        asni    otc      11,000      0.030               330
Diversified Thermal S.      dvts    otc      49,000      0.700            34,300
Komodo, Inc.                kmdo    otc         668      0.190               127
Merchantpark Comm           mpkc    pink    413,500      0.005             2,068
Nicholas Inv.               nivi    otc   1,939,853      0.003             5,820
Oasis Infor. Systems, Inc.  ossi    otc     763,117      0.010             7,631
Millenium Plastics          mpco    pink     30,000      0.010               300
Global Energy, Inc.         geng    otc       5,000      0.950             4,750
Microsignal Corp.           msgl    otc      20,945      0.080             1,676

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


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





















NOTE 9.  INVESTMENTS IN SECURITIES AVAILABLE FOR SALE

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

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

Advanced Interactive Inc.                          5,125         0.970     4,971
American Eagle Financial                          55,000         0.100     5,500
Atlantic & Pacific Guarantee                   1,000,000         0.018    18,000
Beach Brew Beverage Company                      625,000         0.028    17,500
Blue Gold                                        125,000         0.010       125
Carrara                                          325,000         0.000       371
Escondido Capital                                629,810         0.065    41,041
Heritage National Corporation                          0         0.000    25,000
International Sports Marketing, Inc.             100,000         0.010     1,000
Love Calendar (Nevada)                           100,000         0.010     1,000
Love Calendar (Utah)                              25,000         1.000    25,000
Love Concepts                                    100,000         0.010     1,000
Noble Onie                                        25,000         0.100     2,500
Quantum Companies                              1,110,000         0.008     8,880
Resume Junction                                   20,000         0.100     2,000
Spa International                                245,146         0.000         0
Sterling Electronic Commerce                     300,000         0.050    15,000
The Shops Network                                  5,000         0.100       500
Thunder Mountain                                 100,000         0.010     1,000
Trans Pacific Group                              100,000         0.010     1,000

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


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





NOTE 10.  ACQUISITIONS

     Triad Industries  acquired Gam Properties and Miramar Road Associates,  LLC
on  February  26,  1999.  Both  acquisitions  were  recorded  as a  purchase  in
accordance  with Accounting  Principles  Board Opinions No. 16 (APB No. 16). Gam
Properties Inc. is in the residential  rental business.  Triad Industries issued
1,120,000 shares of common stock, the stocks trading value was $.63 per share in
the  acquisition  of Gam  Properties.  Gam  Properties  was valued at  $700,000.
Miramar  Road  Associates,  LLC. is in the  commercial  rental  business.  Triad
Industries  issued 700,000 shares of $1.00 preferred stock in the acquisition of
Miramar Road  Associates.  Therefore,  the interest in Miramar Road  Associates,
LLC.  was  valued at  $700,000.  In  September  2000,  the  Company  absorbed  a
contingent liability on behalf of the old owner of Miramar for the remaining 1%.
All shares issued for the acquisition of Gam Properties and Miramar Road
Associates were valued at whatever was given up or received whichever
is more readily determinable.

     On March 15,  1999 Triad  Industries  acquired  HRM for  526,672  shares of
common stock in conjunction with a  recapitalization  of the Company.  HRM is in
the business of healthcare management.

On May 27, 2001,  Triad  Industries,  Inc.  acquired  the assets  subject to the
liabilities of Corporate Capital Formation, Inc. The acquisition was recorded as
a purchase in accordance with Accounting  Principles  Board Opinions No. 16 (APB
No. 16).  Corporate Capital  Formation,  Inc. operates in the corporate business
consulting as well as business  formation.  There were no significant  assets or
liabilities  acquired from Corporate Capital  Formation,  Inc. Triad Industries,
Inc.  will  acquired  100% of the  equity  interest  of from  Corporate  Capital
Formation,  Inc.  in return for voting  common  stock,  and that from  Corporate
Capital  Formation,  Inc.  will  become  a  wholly  owned  subsidiary  of  Triad
Industries,  Inc. As per agreement  Triad  Industries,  issued 900,000 shares of
common stock on June 6, 2001 for the purchase of  Corporate  Capital  Formation,
Inc. All shares issued for the acquisition of Corporate Capital Formation,  Inc.
was valued at market price.

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

NOTE 11.  STOCK TRANSACTIONS

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







NOTE 11.  STOCK TRANSACTIONS (CONTINUED)

     As of  January  1,  1998  there  were  2,339,529  shares  of  common  stock
outstanding.  On June 1998,  the Company  issued  13,200  shares of common stock
valued at $1.07 per share for  marketable  securities.  Since there is no market
for the Companys  common stock,  the shares were valued at the trading price of
the securities that were received.

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

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

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

     On June 17, 1998,  the Company  issued  300,000  shares of common stock for
services to officers of the Company valued at $.334 per share.

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

     On December 31, 1998 the Company  issued  18,750 shares of common stock for
debt conversion valued at $.3234 per share.

     On December 31, 1998,  the Company issued 60,759 shares of common stock for
management fees valued at $.334 per share.

     On December 31, 1998,  the Company issued 60,486 shares of common stock for
debt conversion valued at $.334 per share.

     On December 31, 1998, the Company issued 225,000 shares of common stock for
marketable  securities  valued at $.206 per share.  Since there is no market for
the Companys  common stock,  the shares were valued at the trading price of the
securities that were received.

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









NOTE 11.  STOCK TRANSACTIONS (CONTINUED)

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

     On March 15, 1999 the Company  issued  313,942  shares of common  stock for
services issued valued at $.63 per share.

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

     In December 1999 the Company issued 320,000 shares of common stock for cash
@ $ 0.22 per share.  On December 31, 1999 there were 6,403,418  shares of common
stock and 850,000 shares of preferred stock outstanding.

     In December  1999,  the Company  issued  489,600  shares of common stock to
management and key employees for services rendered valued at $ 0.06 per share.

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

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

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

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

     On June 30, 2000 the Company issued 36,583 shares of common stock to Donner
Investment Corp. valued at $ 0.96 per share.

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





NOTE 11.  STOCK TRANSACTIONS (CONTINUED)

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

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

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

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

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

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

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

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

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

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

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













NOTE 12.  STOCKHOLDERS EQUITY

The stockholders equity section of the Company contains the following classes of
capital stock as of December 31, 2002.

     (A)  Preferred  stock,  nonvoting,  $ 1.00  par  value;  10,000,000  shares
authorized; 150,000 shares issued and outstanding.

     (B)  Common  stock,  $  0.001  par  value;  50,000,000  shares  authorized;
10,074,863 shares issued and outstanding as of December 31, 2002.

     The holders of preferred stock are entitled to receive dividends calculated
using an  Available  Cash Flow formula as  prescribed  by the  Certificate  of
Designation of Preferred Stock. There have not been any dividends declared as of
December 31, 2002.

     The  preferred  stock is (1)  non-voting;  (2)  convertible  at the  second
anniversary from issuance on a two for on (2:1) basis to common stock; (3) has a
preference  over  common  stock to be paid  $1.00  per  share as a  preferential
liquidation.


NOTE 13.  ISSUANCE OF SHARES FOR SERVICES  STOCK OPTIONS

     The company has a  nonqualified  stock option plan,  which provides for the
granting of options to key employees,  consultants,  and nonemployees directors
of the  Company.  The  valuations  of shares for  services are based on the fair
market  value of  services.  The  Company  has  elected to account for the stock
option plan in accordance with paragraph 30 of SFAS 123 were the compensation to
employees  should be recognized over the period(s) in which the related employee
services are rendered. In accordance with paragraph
19 of SFAS 123 the fair value of a stock option granted is estimated
 using an option-pricing model.

As of December 31, 2002 there were no stock options issued or outstanding.



NOTE 14. DISCONTINUED OPERATIONS

Northwest Medical Clinic, Inc.

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

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

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

Income from Operations                                      0             39,102

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

NET INCOME BEFORE TAXES                           $         0        $    38,137

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

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

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


NOTE 15. SUBSEQUENT EVENT

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