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


                       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, 2001
and 2000 and the  related  consolidated  statements  of  operations,  changes to
shareholder equity and cash flows for the years then ended. These consolidated
financial  statements are the  responsibility of the Companys  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit. We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes  assessing the overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion. In our opinion, the consolidated financial statements referred to above
present  fairly,  in all  material  respects,  the  financial  position of Triad
Industries,  Inc. (Formerly RB Capital & Equities, Inc.) and its subsidiaries as
of December  31, 2001 and 2000,  and the results of their  operations  and their
cash  flows for the years  then  ended in  conformity  with  generally  accepted
accounting principles.



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

March 25, 2002
San Diego, California




                            TRIAD INDUSTRIES, INC.
                    (Formerly RB Capital & Equities, Inc.)
                          Consolidated Balance Sheets
                       As of December 31, 2001 and 2000
                                    ASSETS
                                               2001             2000
CURRENT ASSETS
Cash                                          $   15,643   $   54,384
Accounts receivable                              444,461       49,681
Accounts receivable
medical clinic (see note 2g)                   1,633,083    1,586,182
Advance expenses                                   5,815            -
Marketable securities                            561,159       81,755
Impound account                                   10,824       12,610
Assets held for sale                             716,514    1,075,858
Deferred tax benefit                             574,553      569,657
Total Current Assets                           3,962,052    3,430,127
NET PROPERTY & EQUIPMENT                       1,077,363    3,356,160
OTHER ASSETS
Note receivable                                        -      254,554
Investment in securities available for sale      388,832      506,612
Net loan fees                                      7,324       91,527
Total Other Assets                               396,156      852,693
TOTAL ASSETS                                  $5,435,571   $7,638,981





                            TRIAD INDUSTRIES, INC.
                    (Formerly RB Capital & Equities, Inc.)
                          Consolidated Balance Sheets
                       As of December 31, 2001 and 2000
                     LIABILITIES AND STOCKHOLDERS' EQUITY
                                2001                    2000
CURRENT LIABILITIES
Accounts payable                $    73,726    $    84,675
Loans payable                       278,102        277,433
Line of credit                       30,078         30,160
Greentree lease                           -            224
Payroll taxes payable                 3,774              -
Taxes payable                         6,251          6,251
Security deposits                     8,269         47,259
Notes payable on assets
held for sale                       549,000        787,649
Trust deeds and mortgages
Short-term portion                  150,910        372,905
Total Current Liabilities         1,100,109      1,606,556
LONG-TERM LIABILITIES
Trust deeds and mortgages
Long-term portion                   845,159      2,663,745
Total Long-Term Liabilities         845,159      2,663,745
TOTAL LIABILITIES                 1,945,268      4,270,301
STOCKHOLDERS' EQUITY
Preferred stock ($1.00
par value, 10,000,000 shares
authorized 850,000 shares
issued and outstanding for
for 2001 and 2000,
respectively)                       850,000        850,000
Common stock ($0.001 par
value, 50,000,000 shares
authorized 10,138,165
and 8,658,303 shares issued
and outstanding for 2001
and 2000, respectively)              10,138          8,658
Additional paid-in capital        3,792,758      3,644,874
Stock subscription receivable       (62,500)       (62,500)
Comprehensive loss                 (111,113)       (27,122)
Retained earnings                  (988,981)    (1,045,230)
Total Stockholders' Equity        3,490,302      3,368,680
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY          $ 5,435,571    $ 7,638,981



                            TRIAD INDUSTRIES, INC.
                    (Formerly RB Capital & Equities, Inc.)
                    Consolidated Statements of Operations
            For the Twelve Months Ended December 31, 2001 and 2000
                                         2001                2000
REVENUES
Consulting income                   $    566,211    $    423,405
Medical fee income                     1,077,209         650,717
Rental income                            306,888         709,552
Costs of revenues                       (121,752)       (244,101)
GROSS PROFIT                           1,828,556       1,539,573
OPERATING COSTS
Bad debt expense                         545,638         331,096
Depreciation & amortization               71,633         163,241
Administrative expenses                1,575,543       1,123,393
Total Operating Costs                  2,192,814       1,617,730
NET OPERATING (LOSS)                    (364,258)        (78,157)
OTHER INCOME & (EXPENSES)
Interest income                            6,897           1,249
Other income                              19,812               -
Net realized gain on
sale of marketable securities             27,703         101,209
Net gain / (loss) on
disposable assets                        570,964          18,108
Late charges                                   -             708
Utility Charges                                -           1,407
Fee income                                     -             201
Interest expense                        (192,786)       (598,800)
Total Other Income & Expenses            432,590        (475,918)
NET (LOSS) BEFORE TAXES                   68,332        (554,075)
PROVISION FOR INCOME
TAXES (BENEFIT)                          (12,083)        188,386
NET (LOSS)                          $     56,249    $   (365,689)
BASIC EARNINGS (LOSS) PER SHARE     $       0.01    $      (0.05)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING              9,981,121       7,378,445
DILUTED EARNINGS (LOSS) PER SHARE   $       0.00    $      (0.04)
WEIGHTED AVERAGE OF DILUTED
COMMON SHARES OUTSTANDING             11,681,121       9,078,445


                       TRIAD INDUSTRIES, INC.
               (Formerly RB Capital & Equities, Inc.)
        Consolidated Statement of Comprehensive Income (Loss)
            For the Twelve Months Ended December 31, 2001
                                                For Year         For Year
                                                  Ended              Ended
                                                December 31,     December 31,
                                                  2001            2000
Net Income (Loss) - Net of Tax                    $  56,249    $(365,689)
Other Comprehensive (Loss) :
Unrealized gain (loss) on securities               (100,970)     (41,093)
Total Other Comprehensive (Loss)                   (100,970)     (41,093)
Comprehensive Income (Loss) Before Income Taxes   $(100,970)   $ (41,093)
Income Taxes (Provision) / Benefit
Related to Items of Comprehensive Income             16,979       13,971
Comprehensive Income (Loss)                       $ (83,991)   $ (27,122)


       TRIAD INDUSTRIES, INC.
         (Formerly RB Capital & Equities, Inc.)
           Consolidated Statement of Stockholders' Equity
            From December 31, 1997 to December 31, 2001

                                     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








                                              Common     Additional   Stock
                                               Shares     Paid in  Subscription
                                                          Capital   receivable

Balance, December 31, 1997                $    2,340   $  633,096

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

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

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

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

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

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

Common stock issued November 4,
1998 for subscription receivable
@ $.166 per share                                375       62,3125     (62,500)

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

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

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

Common stock issued December 31,1998
for securities valued @ $.206 per share          225       46,102

Contributed capital                                         4,139

Net loss for the year ended
December 31,1998

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






                                          Retained     Comprehensive   Total
                                           Earnings   Income (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 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

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








                                        Common         Additional   Stock
                                        Stock         Paid in     Subscription
                                                       Capital    receivable

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

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

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

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

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

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

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

Stock subscription receivable                                           20,000

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

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

Net loss for the year ended
December 31, 1999

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

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

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

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

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

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

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

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

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)














                                                Retained    Comprehensive  Total
                                                Earnings     Income
                                                              (Loss)


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

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















                                              Common       Additional   Stock
                                               Stock      Paid in   Subscription
                                                           Captial   Receivable


Stock issued on January 15, 2001
for consulting fees @ $0.17 a share              50          8,450         8,500

Stock issued on January 18, 2001 for
management fees @ $0.21 a share                 145         30,179        30,324

Stock issued on February 21, 2001
for consulting fees @ $0.15 a share              25          3,715         3,740

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        96,000

Stock issued on June 22, 2001
to Directors @ $0.03 a share                    360         10,440        10,800

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)











                                        Retained    Comprehensive
                                        Earnings     Income (loss)   Total




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








                            TRIAD INDUSTRIES, INC.
                    (Formerly RB Capital & Equities, Inc.)
                    Consolidated Statements of Cash Flows
                For the Years Ended December 31, 2001 and 2000
                                               2001          2000
      CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) from
operations                             $    56,249    $  (365,689)
Depreciation & amortization
expense                                     71,633        163,241
(Increase) in accounts
receivable                                (441,681)      (290,096)
Increase / (decrease)
in accounts payable                        (10,949)        63,712
Increase / (decrease)
in security deposits                       (38,990)         7,394
(Decrease) / increase
in taxes payable                             3,774        (10,604)
(Increase) / decrease
in impound account                           1,786         (8,548)
Decrease in other assets                    74,147          6,000
Unrealized loss on valuation
of marketable securities
Unrealized (gain) on valuation
of marketable securities                         -        (60,000)
(Increase) in advances                      (5,815)             -
Bad debt expense                           545,638        331,096
Sale of marketable securities               27,703        101,209
Purchase of marketable
securities                                       -         (3,700)
Decrease / (increase) in
income tax benefit                          12,083       (188,386)
Common stock issued for
services                                   149,364        201,120
Net Cash Provided by
Operating Activities                       444,942        (53,251)
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in securities
available for sale                         117,780              -
Net sale / (purchase)
of fixed assets                          1,677,404       (109,131)
Net Cash Provided / (Used)
by Investing Activities                  1,795,184       (109,131)
CASH FLOWS FROM FINANCING ACTIVITIES
Change in line of credit                       (82)         5,039
Change in loan payable                         669        (19,638)
Change in lease payable                       (224)         1,411
Change in notes
and mortgages payable                   (2,279,230)       186,718
Net Cash (Used) / Provided
by Financing Activities                 (2,278,867)       173,530
Net Increase / (decrease)
in Cash                                    (38,741)        11,148
Cash at Beginning of Year                   54,384         43,236
Cash at End of Year                    $    15,643    $    54,384







NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

     Triad Industries, Inc. (the Company) was incorporated under the laws of the
State  of Utah on  November  25,  1985.  The  Company  was  originally  known as
Investment   Marketing,   Inc.   Investment   Marketing,   Inc.  was  originally
incorporated for the purpose of buying,  selling,  and dealing in real property.
At a special meeting of the shareholders  held June 6, 1990 the Company name was
changed to Combined  Communication,  Corp. On June 7, 1990 the Company completed
the merger and became a Nevada Corporation. On October 17, 1997, the Company met
to amend the Articles of Incorporation  and change the name of the Company to RB
Capital  &  Equities,  Inc.  On March 15,  1999,  at a  special  meeting  of the
shareholders,  Healthcare Resource Management (HRM) reversed its common stock on
a one for ten (1:10) from 5,256,716 to 526,672 shares outstanding.  Also, at the
meeting of shareholders, HRM ratified a plan of reorganization whereby HRM would
acquire  100% of the  outstanding  shares of common  stock of RB Capital and its
subsidiaries  (Gam Properties and Miramar Road  Associates) for 5,068,150 shares
of HRM post split common stock and 700,000 shares of $1.00 preferred  stock. The
only significant shareholder was American Health Systems, Inc. who owned 373,333
of common  shares  before the merger and  1,120,000  of common  stock  after the
merger.  The 700,000  shares of preferred  stock were issued to American  Health
Systems,  Inc. for the note payable and the 99% interest RB Capital had acquired
in Miramar Road  Associates.  1,120,000  shares of common stock of the 5,068,150
shares issued to RB Capital & Equities,  Inc. went to American  Health  Systems,
Inc. in exchange for the 373,333 originally received from RB Capital & Equities,
Inc. as consideration for 100% of Gam Properties.  This 1,120,000 represents a 3
for 1 forward split of the 373,333 shares of RB Capital & Equities common stock.
The  acquisition was accounted for as a  recapitalization  of RB Capital because
the  shareholders  of RB  Capital  &  Equities,  Inc.  controlled  HRM after the
acquisition. Therefore, RB Capital & Equities, Inc. was treated as the acquiring
entity  for  accounting  purposes  and HRM was the  surviving  entity  for legal
purposes.  On March 15, 1999 the shareholders  also approved an amendment to the
Articles of Incorporation changing the corporate name to Triad Industries,  Inc.
On June 6, 2001 the Company  issued  900,000  shares  where by Triad  Industries
would  acquire 100% of  Corporate  Capital  Formation,  Inc. In October 2001 Gam
Properties and Triad Industries combined operations.  Gam Properties Corporation
is to be dissolved.  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.  In June 2001, Triad Industries,  Inc. acquired
the assets subject to the liabilities of Corporate Capital Formation, Inc.


NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)

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

The Company operates through its six subsidiaries:

1. RB Capital  and  Equities,  Inc.  is a financial  services  corporation  that
operates  a  merger  and  acquisition  consulting  business.  The  company  does
corporate filing and capital reorganization  business for small emerging private
and public corporations.
2.  Miramar  Road  Associates,  LLC.  is  presently  inactive  in  the  property
management business.

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

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

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

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


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   Accounting Method

     The Companys financial  statements are prepared using the accrual method of
     accounting. The company has elected a December 31, year end.

b.       Basis of Consolidation

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

c.   Cash Equivalents

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







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 2i
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

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

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

                        $ 1,633,083

     The 1,633,083 is a receivable of Northwest  Medical  Clinic (a  subsidiary)
for services rendered.





NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

h.  Concentration of Credit Risk

     The  Company   maintains  credit  with  various   financial   institutions.
Management performs periodic  evaluations of the relative credit standing of the
financial institutions. The Company has not sustained any material credit losses
for the  instruments.  The carrying  values  reflected in the balance  sheets at
December  31, 2001  reasonable  approximate  the fair  values of cash,  accounts
payable,  and credit obligations.  In making such assessment,  the Company,  has
utilized discounted cash flow analysis,  estimated,  and quoted market prices as
appropriate in accordance with paragraph 9 of SFAS 107. Note 3 reflects the fair
value of notes,  trusts,  and mortgages payable in accordance with paragraph 11,
12, and 13 of SFAS 107.

i.  Investments in Securities

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

j.  Revenue Recognition and Deferred Revenue

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

k.   Principles of Consolidation

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

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

l.  Line of Credit

     The  Company  has a  $50,000  line of  credit.  The  line of  credit  is an
adjustable  rate loan. The loan is an open revolving line of credit,  and annual
interest terms of prime plus 3.65%. There are no restrictions on the use of this
line of credit.  There is an  outstanding  balance of $30,078 as of December 31,
2001.

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


NOTE 3. ASSETS HELD FOR SALE

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

      Location     Description   Interest Rate      Cost

2016-18 Balboa*        4 Units        7.817$        420,000
2015-17 Hornblend*
2135-39 Grand Ave.    Tri-plex        7.667         355,350
NRV                                                (58,836)

Total                                            $ 716,514
     * This location is a four-unit building. The building is constructed with 2
units being back to back and on separate  streets.  A net  realizable  valuation
allowance was placed on the properties  held for sale in the amount of $ 58,836,
in  accordance  with SFAS 121. May 2001 the Company sold the 51,000  square foot
commercial building located at 6920-6910 A & B and 6914 Miramar Road, San Diego,
California for $ 3,950,000. The Company also sold the Bancroft property on April
1, 2001 for $ 400,000.  By  classifying  these  properties  as held for sale the
Company is bypassing an approximated annual depreciation expense of $26,047.




NOTE 4. TRUST DEEDS & MORTGAGES

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

                                           $1,545,069
                                  ===================

     The office building and apartment  complex  collateralize  the above loans.
The loan agreements  provide for monthly payments of interest and principle.  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 $1,545,069 was
recorded  as  follows:  current  portion  (less than one year) of  $150,910  and
long-term portion
(more than one year) of $1,394,159.


NOTE 5. PROPERTY & EQUIPMENT

     Property is stated at cost.  Additions,  renovations,  and improvements are
capitalized.  Maintenance  and repairs,  which do not extend  asset  lives,  are
expensed as incurred. Depreciation is provided on a straight-line basis over the
estimated useful lives ranging from 27.5 years for commercial rental properties,
5 years for tenant improvements, and 5 - 7 years on furniture and equipment.
                             December 31,            December 31,
                                2001                    2000
Land                             $   300,000    $   327,614
Buildings                          3,038,357
                                                    770,000
Equipment                             45,345         34,070
Computer                              20,438          4,764
Furniture                             13,312         12,223
Tenant Improvements                   35,685        161,669
                        -----------------------------------
                        -----------------------------------
$1, 184,780                      $ 3,578,697
Less Accumulated Depreciation       (107,417)      (222,537)
                        -----------------------------------
Net Property and Equipment       $ 1,077,363    $ 3,356,160
                        ===================================






NOTE 6. BASIC & DILUTED GAIN / (LOSS) PER COMMON SHARE

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

                                    December 31,         December 31,
                                        2001                 2000
                              -------------------- -------------------
                               ----------------------------------------
Numerator income / (loss)         $         (27,742)  $  (392,811)
Denominator weighed average
number of shares outstanding              9,981,121     7,378,445
                               ----------------------------------------
                               ----------------------------------------
Basic gain / (loss) per share     $           (0.00)  $     (0.05)
                               ========================================

            ,                                     December 31,
                                               2001          2000
                               ----------------------------------------
                               ----------------------------------------
Numerator income / (loss)         $                   $  (392,811)
                                                          (27,742)
Denominator weighed average
number of shares outstanding             11,681,121     9,078,445
                               ----------------------------------------
                               ----------------------------------------
Diluted gain / (loss) per share   $      (0.00)       $     (0.04)

                               ========================================


NOTE 7. INCOME TAXES

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred
tax  asset or  liability  is  recorded  for all  temporary  differences  between
financial and tax reporting and net operating  loss  carryfowards.  Deferred tax
expense  (benefit)  results from the net change  during the year of deferred tax
assets and  liabilities.  At  December  31,  2001 the  Company  has  significant
operating and capital  losses  carryfoward.  The tax benefits  resulting for the
purposes have been estimated as follows:

                                December 31, 2001
Beg. Retained Earnings               (1,072,352)
Net operating loss for Year Ended       (27,742)
                     --------------------------
Ending Retained Earnings             (1,100,094)
                     --------------------------
                     --------------------------
Income Tax Benefit                  $  (574,553)
                     ==========================

     Realization  of deferred tax assets is  dependent  upon  sufficient  future
taxable  income  during the period that  deductible  temporary  differences  and
carryforward  are  expected  to  be  available  to  reduce  taxable  income.  In
accordance  with SFAS 109  paragraph  24 the Company has deemed that a valuation
allowance is not needed. Income tax benefit was increased by $4,896 for the year
2001. The increase in operating loss carryforward will expires twenty years from
the date the loss was incurred.


NOTE 8.  MARKETABLE SECURITIES

     At December 31, 2001, 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

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

     The  Company  is  in  accordance  with  SFAS  130  when  reporting  trading
securities.  All gain and loss are reported in the statement of operations under
other income and expenses. Trading securities are reported at market value as of
December 31, 2001 in accordance with SFAS 130.







NOTE 9.  INVESTMENTS IN SECURITIES AVAILABLE FOR SALE

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

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

Advanced Interactive Inc.                  5,125      0.97    4,971
American Eagle Financial                  55,000      0.10    5,500
Atlantic & Pacific Guarantee           1,000,000      0.02   18,000
Beach Brew Beverage Company              625,000      0.02   17,500
Blue Gold                                125,000      0.01      125
Carrara                                  325,000      0.00      371
Heritage National Corporation            250,000      0.10   25,000
International Sports Marketing, Inc.     100,000      0.01    1,000
Love Calendar (Nevada)                   100,000      0.01    1,000
Love Calendar (Utah)                      25,000      1.00   25,000
Love Concepts                            100,000      0.01    1,000
Merchant Park Communications, Inc.       825,000      0.20  165,000
Nicholas Inv.                            364,583      0.00      365
Noble Onie                                25,000      0.10    2,500
Quantum Companies                      1,020,000      0.10  102,000
Resume Junction                           20,000      0.10    2,000
Spa International                        245,165      0.00        0
Sterling Electronic Commerce             300,000      0.05   15,000
The Shops Network                            500      0.10      500
Trans Pacific Group                      100,000      0.01    1,000
Thunder Mountain                         100,000      0.01    1.000
                                             ----------------------

  Total                                                $    388,832


     In 1995, the Company bought 250,000 shares of Heritage National Corporation
at $ 0.10 a share. In 1999, the Company acquired 1.5 million shares of Pro Glass
Technologies,  Inc. at $ .10 a share for 150,000 shares of preferred  stock. The
Company additionally acquired 368,892 shares of Pro Glass Technologies, Inc. for
services  rendered  at $.06 per  share.  Heritage  National  Corporation  values
remained  the same due to the  Companies  not  trading at  year-end.  Unrealized
holding gains and loss will be in accordance  with paragraph 13 of SFAS 115 when
and if the Companies begin trading.  In 1999, the Company returned 50,000 shares
of $5.00  preferred  stock of American  Health  Systems  that was earned in 1998
because the business plan was not approved by the state of California.  This was
considered a disposition of stock.  All gains and losses will be recorded in the
statement of operations under other income and expenses. As of December 31, 2001
the Company had an 8.5% share of Pro Glass Technologies,  Inc. Heritage National
Corporation is a privately owned Company.




NOTE 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 99% 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 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.  For all  intent  and
purposes  Amerimed and Florimed are no longer  performing any medical  services.
However,  they still have active account  receivables  that they receive payment
on. Triad Industries  issued 1,463,302 shares of common stock in the acquisition
of Northwest,  LLC. The major asset acquired in the  transaction was $ 1,512,850
(net of allowance  for bad debt) in account  receivable.  The major  liabilities
were notes payable totaling  $132,553.  Triad Industries,  Inc. acquired 100% of
the  outstanding  common stock of  Northwest  Medical  Clinic,  Inc. and its two
subsidiaries (Amerimed and Florimed). Northwest Medical Clinic, Inc. is an owned
subsidiary of Triad  Industries,  Inc. As per agreement Triad  Industries,  Inc.
issued  1,463,302  shares of common  stock on June 30,  2000 at $.96 per  share,
which was the stocks  trading value at that time,  for the purchase of Northwest
Medical  Clinic,  Inc. For this  acquisition  36,583  shares of common stock was
issued to Donner  Investments Corp. as a finders fee. This issuance was not part
of the cost of the acquisition. On May 27, 2001, Triad Industries, Inc. acquired
the assets subject to the liabilities of Corporate Capital  Formation,  Inc. The
acquisition was recorded as a purchase in accordance with Accounting  Principles
Board Opinions No. 16 (APB No. 16). Corporate Capital  Formation,  Inc. operates
in the corporate business consulting as well as business  formation.  There were
no significant assets or liabilities  acquired from Corporate Capital Formation,
Inc.


NOTE 10.  ACQUISITIONS (CONTINUED)

     Triad  Industries,  Inc. will acquired 100% of the equity  interest of from
Corporate  Capital  Formation,  Inc. in return for voting common stock, and that
from Corporate Capital Formation,  Inc. will become a wholly owned subsidiary of
Triad Industries, Inc. As per agreement Triad Industries,  issued 900,000 shares
of common stock on June 6, 2001 for the purchase of Corporate Capital Formation,
Inc.  The  operating  results  of the  acquired  entities  are  included  in the
Companys consolidated financial statements from the date of acquisition.


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



NOTE 11.  STOCK TRANSACTIONS (CONTINUED)

     On December 31, 1998 the Company  issued  18,750 shares of common stock for
debt  conversion  valued at $.3234 per share.  On December 31, 1998, the Company
issued  60,759  shares of common stock for  management  fees valued at $.334 per
share.  On December 31, 1998,  the Company  issued 60,486 shares of common stock
for debt conversion valued at $.334 per share. On December 31, 1998, the Company
issued 225,000 shares of common stock for marketable  securities valued at $.206
per share.  Since there is no market for the Companys  common stock, the shares
were valued at the trading price of the  securities  that were  received.  As of
January 1, 1999 there were  3,633,204  shares of common  stock  outstanding.  On
March 15, 1999 the Company  issued  314,946  shares of common stock for services
issued  valued at $.625 per share.  At the  shareholders  meeting held March 15,
1999 the stockholders approved the acquisition of RB Capital and Equities,  Inc.
a Nevada  corporation and its  subsidiaries for 1,120,000 shares of common stock
and 700,000 shares of preferred  stock.  In September the Company issued 150,000
shares of $1.00 par value  preferred stock  (transaction  was valued at the most
readily  determinable price; which was the value of preferred stock) in exchange
for 1.5 million shares of Pro Glass  Technologies,  Inc.  common stock.  The 1.5
million  shares  represented  (at the  time of  acquisition)  8.5% of Pro  Glass
Technologies,  Inc.  outstanding  common stock.  In December  1999,  the Company
issued  489,600  shares of common  stock to  management  and key  employees  for
services  rendered  valued at $ 0.06 per share.  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.





NOTE 11.  STOCK TRANSACTIONS (CONTINUED)

     On June 15,  2000 the  Company  issued  72,000  shares of  common  stock to
Directors for services rendered valued at $ 0.50 per share. On June 30, 2000 the
Company  issued  1,463,302  shares of common stock for the purchase of Northwest
LLC.  valued at $ 0.96 per share.  On June 30,  2000 the Company  issued  36,583
shares of common stock to Donner Investment Corp. valued at $ 0.96 per share. On
October  1, 2000 the  Company  issued  200,000  shares of common  stock to Novak
Capital  valued at $ 0.20 per share.  On December  12,  2000 the Company  issued
288,000  shares of common stock to Directors for services  rendered  valued at $
0.24 per share.  On January 15, 2001 the Company  issued 50,000 shares of common
stock for  consulting  fees valued at $ 0.17 per share.  On January 18, 2001 the
Company issued  144,762  shares of common stock for management  fees valued at $
0.21 per share.  On February 21, 2001 the Company issued 25,100 shares of common
stock to its  president  for services  rendered  valued at $ 0.15 per share.  On
March 1, 2001 the  Company  issued  700,000  shares of  common  stock  under the
employee  stock  option  plan  valued at $ 0.17 per  share.  On June 6, 2001 the
Company  issued  900,000  shares of common  stock for the  purchase of Corporate
Capital  Formation Inc. valued at $ 0.11 per share. On June 22, 2001 the Company
issued 360,000 shares of common stock to Directors for services  rendered valued
at $ 0.03 per share. On October 1, 2001 the Company  rescinded the March 1, 2001
issuance of 700,000 shares of common stock.  As of December 31, 2001 the Company
had 10,138,165 shares of common stock issued and outstanding.






NOTE 12.  STOCKHOLDERS EQUITY

     The  stockholders  equity  section of the Company  contains  the  following
classes  of  capital  stock  as of  December  31,  2001.  (A)  Preferred  stock,
nonvoting, $ 1.00 par value; 10,000,000 shares authorized; 850,000 shares issued
and  outstanding.  (B)  Common  stock,  $ 0.001  par  value;  50,000,000  shares
authorized;  10,138,165  and  8,658,303  shares  issued  and  outstanding  as of
December 31, 2001 and December 31, 2000, respectively.  The holders of preferred
stock are entitled to receive  dividends  calculated  using an  Available  Cash
Flow formula as  prescribed  by the  Certificate  of  Designation  of Preferred
Stock.  There have not been any dividends  declared as of December 31, 2001. The
preferred  stock is (1) non-voting;  (2)  convertible at the second  anniversary
from issuance on a two for on (2:1) basis to common stock;  (3) has a preference
over common stock to be paid $1.00 per share as a preferential liquidation.


NOTE 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, 2001 the Company had no stock options issued or outstanding.


NOTE 14. SUBSEQUENT EVENT

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