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.
Certified Public Accountants



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
                                      ASSETS
                                       2000           1999
CURRENT ASSETS
   Cash                           $    54,384   $    43,236
   Accounts receivable                304,235       345,235
   Accounts receivable -
   medical clinic (see note 2r)     1,586,182             0
   Marketable securities              473,367       454,460
   Impound account                     12,610         4,062
   Assets held for sale             1,075,858     1,202,095
   Deferred tax benefit               569,657       367,300

   Total Current Assets             4,076,293     2,416,387
NET PROPERTY & EQUIPMENT            3,356,160     3,386,717
OTHER ASSETS
   Investment in securities
   available for sale                 115,000       175,000
   Gift certificates                        0         6,000
   Loan fees                           91,527       143,779
   Accumulated amortization                 0       (71,890)
     Total Other Assets               206,527       252,889
                  TOTAL ASSETS    $ 7,638,981   $ 6,055,993





                             TRIAD INDUSTRIES, INC.
                     (Formerly RB Capital & Equities, Inc.)
                          Consolidated Balance Sheets
                        As of December 31, 2000 and 1999
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                        2000            1999
        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                         (1,072,352)      (679,540)
            Total Stockholders' Equity               3,368,680      2,159,354
       TOTAL LIABILITIES
                          & STOCKHOLDERS' EQUITY   $ 7,638,981    $ 6,055,993





                            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                  235,131        208,473
   Bad debt expense                             331,096          5,637
   Administrative expenses                    1,123,393      1,128,992
Total Operating Costs                         1,689,620      1,343,102
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                       (234,402)      (371,346)
   Unrealized gain on valuation of
   marketable securities                        253,309              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                                       201          1,210
   Interest expense                            (526,910)      (403,168)
Total Other Income & Expenses                  (445,121)      (521,317)
NET INCOME (LOSS) BEFORE TAXES                 (595,168)    (1,079,980)
PROVISION FOR INCOME TAXES  (BENEFIT)           202,357        367,300
NET (LOSS)                                  $  (392,811)   $  (712,680)
BASIC EARNINGS (LOSS) PER SHARE             $     (0.05)   $     (0.14)
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                    7,378,445      5,055,774
DILUTED EARNINGS (LOSS) PER SHARE           $     (0.04)   $     (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   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)












                                             Retained    Total
                                             Earnings

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







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

                                                Preferred  Preferred  Common
                                                  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                                    -           -   1,463,302

 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

 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,
 2000to 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       Total
                                               Earnings


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                            (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

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

 Balance, December  31, 2000               $(1,072,352)   $3,368,680










                              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          $(392,811)   $(712,680)
      Depreciation &
      amortization expense                     235,131      208,473
      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          234,402      371,346
      Unrealized (gain) on available
      for sale & marketable securities        (253,309)           0
      Bad debt expense                               0        5,637
     (Increase) in income tax benefit         (202,357)    (367,300)
      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





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 2o  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 Rate     Cost           Debt

     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                                              (95,549)
                                          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 the 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 the 3rd Ave #4 property
sold for $ 173,000.  Total  costs of the asset sold was $ 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
                    Rate                     Date
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)      (139,189)
                                           ----------------------------------
                                           ----------------------------------

                                   ------------------------------------------
                                   ------------------------------------------
           Net Property and Equipment              $ 3,356,160    $ 3,386,717
                                           ==================================

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, Inc.                 1,500,000       0.06    90,000

Total                                                $  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  that must be in place too  properly  state the  account
receivable as of December 31, 2000.

Accounts receivable     $ 3,072,377
Reserve for bad debts    (1,486,195)

                        $ 1,586,182













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)                     $  (392,811)        $  (712,680)
Denominator weighed average
number of shares outstanding                  7,378,445           5,055,774

Basic (loss) per share                      $     (0.05)       $     (0.14)




                                                          December 31,
                                                    2000               1999
------------------------------------------------------------------------------
Numerator income (loss)                      $  (392,811)       $  (712,680)
Denominator weighed average
number of shares outstanding                   9,078,445          6,276,048

Diluted (loss) per share                     $     (0.04)       $     (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

Triad  Industries,  Inc.  acquired  the  assets  subject to the  liabilities  of
Northwest Medical Clinic, Inc. and its subsidiaries;  Amerimed of Georgia,  Inc.
(a Georgia Corporation) and Florimed of Tampa, Inc. (a Florida Corporation). The
acquisition was recorded as a purchase in accordance with Accounting  Principles
Board Opinions No. 16 (APB No. 16).  Northwest Medical Clinic,  Inc. operates in
the  personal  injury area and also  performs  sleep apnea  procedures.  For all
intent and purposes  Amerimed and Florimed are no longer  performing any medical
services;  however,  they  still have  active  accounts  receivables  which they
receive  payment on. The major asset acquired in the transaction was $ 1,417,481
(net of allowance for bad debt) in accounts  receivable.  The major  liabilities
were notes payable totaling $ 132,553.  Triad Industries,  Inc. acquired 100% of
the  outstanding  common stock of  Northwest  Medical  Clinic,  Inc. and its two
subsidiaries (Amerimed and Florimed). Northwest Medical Clinic, Inc. will become
a wholly owned  subsidiary  of Triad  Industries,  Inc. As per  agreement  Triad
Industries,  Inc. issued  1,463,302  shares of common stock on June 30, 2000 for
the purchase of Northwest Medical Clinic, Inc.

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     1,072,352        679,540
                            ---------------------------------
                            ---------------------------------

               ----------------------------------------------
               ----------------------------------------------
Income Tax Benefit                 $  (569,657)   $  (367,300)
                            =================================

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary  differences and carryforward
are expected to be available to reduce taxable income.



NOTE 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                 125,000             0.001                125
         Carrara                   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.

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.

NOTE 7.  STOCK TRANSACTIONS (CONTINUED)

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

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

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

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

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

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

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

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

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

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

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

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.