TITANIUM HOLDINGS GROUP INC (Form Type: 10KSB/A, Filing Date: 07/02/2002)

================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A Amendment No. 1 to Mark One X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE --- ACT OF 1934. For the fiscal year ended December 31, 2001. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES --- EXCHANGE ACT OF 1934. Commission File Number 0-26433 TITANIUM HOLDINGS GROUP, INC. (Name of Small Business Issuer in Its Charter) NEVADA 88-0386415 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1023 Morales Street San Antonio, Texas 78207 (Address of Principal Executive Offices, including ZIP Code) (210) 227-9161 (Issuer's telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Exchange Act: NONE Securities Registered Pursuant to Section 12(g) of the Exchange Act: COMMON STOCK, $0.001 PAR VALUE Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No --- --- Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of Issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ---- State the issuer's revenues for its most recent fiscal year: $4,517,722. As of June 30, 2002 the aggregate market value of the Common Stock of the Registrant held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity (see definition of affiliate in Rule 12b-2 of the Exchange Act) was approximately $1,029,515 (for purposes of calculating this amount, only directors, officers, and beneficial owners of 5% or more of the capital stock of the Registrant have been deemed affiliates). The number of shares of the Common Stock of the Registrant outstanding as of June 30, 2002 was 5,572,810. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Definitive Proxy Statement for the 2002 Annual Meeting of Shareholders to be held on June 14, 2002, are incorporated by reference into Part III of this Form 10-KSB. Transitional Small Business Disclosure Format (check one): Yes No X --- --- ================================================================================

TABLE OF CONTENTS Item Page ---- ---- Item 13. Exhibits and Reports On Form 8-K ....... 3 i

In the course of filing the Titanium Holdings Group, Inc. original Form 10-KSB for the fiscal year ended December 31, 2001, Exhibit 23(i), was inadvertently omitted from the electronic filing. The purpose of this amendment is to file such exhibit. Therefore, pursuant to Rule 12b-15, the complete text of Item 13 is set forth below, but only the omitted exhibit is attached hereto. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: The following is a list of exhibits filed as part of this Form 10-KSB. Where so indicated, exhibits that were previously filed are incorporated by reference. Exhibit No. Description ----------- ----------------------------------------------------------------- 2(i) Agreement & Plan of Merger among Enviro-Clean of America, Inc., Cleaning Ideas, Inc., Cleaning Ideas Corp., Charles Davis, Carolyn Davis and Randall Davis dated as of August 1, 1999 (Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on September 3, 1999). 2(ii) Asset Purchase Agreement, by and between ebuyxpress.com L.L.C., NISSCO/Sunline, Inc. and Enviro-Clean of America, Inc., dated September 29, 2000 (Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on October 13, 2000). 2(iii) Asset Purchase Agreement, by and between York Supply, Ltd., June Supply Corp., and Enviro-Clean of America, Inc. (Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on December 28, 2000). 2(iv) Asset Purchase Agreement between Superior One Source, Superior Chemical & Supply, Inc. and Enviro-Clean of America, Inc., dated June 29, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 8-K filed with the SEC on July 20, 2001.) 2(v) Stock Purchase Agreement between Richard Kandel, Kandel & Son, Inc. and Enviro-Clean of America, Inc., dated June 29, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 8-K filed with the SEC on July 20, 2001.) 3(i) Articles of Incorporation of the Company (Incorporated by reference to the Company's Form 10-SB filed with the SEC on June 18, 1999). 3(ii) By-Laws of the Company (Incorporated by reference to the Company's Form 10-SB filed with the SEC on June 18, 1999). 1

4(i) Certificate of Designation for the Company's Series A Stock (Incorporated by reference to the Company's Form 10-SB filed with the SEC on June 18, 1999). 4(ii) Certificate of Designation for the Company's Series E Stock (Incorporated by reference to the Company's Form 10-SB filed with the SEC on June 18, 1999). 4(iii) Certificate of Designation for the Company's Series D Preferred Stock (Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on September 3, 1999). 4(iv) Certificate of Amendment to the Certificate of Designation for the Company's Series A Stock (Incorporated by reference to the Company's Report on Form 10-SB/A filed with the SEC on October 22, 1999). 4(v) Certificate of Designation for the Company's Series B Stock. (Incorporated by reference to the Company's Report on Form 10-SB/A filed with the SEC on December 16, 1999). 4(vi) Form of the Warrant Certificate - June 1999 (Incorporated by reference to the Company's Report on Form 10-SB/A filed with the SEC on October 22, 1999). 4(vii) Form of the Warrant Certificate - December 1999 (Incorporated by reference to the Company's Report on Form 10-QSB filed with the SEC on June 15, 2000). 4(viii) Form of the Warrant Certificate - February 2000 (Incorporated by reference to the Company's Report on Form 10-QSB filed with the SEC on June 15, 2000). 4(ix) Form of three-year 9 3/4% Secured Promissory Note. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on November 9, 2001.) 4(x) Pledge and Security Agreement by and between Company and Secured Parties, dated October 31, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on November 9, 2001.) 10(i) Amended and Restated Employment Agreement between Randall K. Davis and Enviro-Clean of America, Inc. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 2, 2001.) 10(ii) Enviro-Clean of America, Inc. 2000 Stock Incentive Plan (incorporated by reference to the exhibits of the Company's Proxy Statement on Form DEF 14A, filed April 28, 2000). 10(iii) Registration Rights Agreement between the Company and purchasers of Units of 2 shares of common stock and 1 warrant in the Company's January 2000 offering. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 2, 2001.) 10(iv) Registration Rights Agreement between the Company and purchasers of Common 2

Stock in the Company's June 2000 offering. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 2, 2001.) 10(v) Registration Rights Agreement between the Company and purchasers of Common Stock in the Company's September 2000 offering. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 2, 2001.) 10(vi) Registration rights Agreement between the Company and purchasers of Series B Stock and 1000 common stock warrants - December 1999. (Incorporation by reference to the Company's Amendment No.2 to Form 10-SB filed with the Commission on December 16, 1999.) 10(vii) Settlement Agreement by and between the Company and Equip2move,.com Corporation, dated June 30, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on August 14, 2001.) 10(viii) Subscription Agreement with Excalibur I, L.L.C., dated June 26, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on August 14, 2001.) 10(ix) Promissory Note, dated July 20, 2001 between Excalibur I, L.L.C. as borrower, and Enviro-Clean of America, Inc. as Payee. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on August 14, 2001.) 10(x) Escrow Agreement by and between Company, Agent, and Escrow Agent, dated October 31, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on November 9, 2001.) 10(xi) Form of Agency Agreement by and between Company, Principal and Agent. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on November 9, 2001.) 23(i) Consent of Goldstein Golub Kessler LLP.* 99(i) Titanium Holdings Group, Inc. and Subsidiary Consolidated Financial Statements for the Fiscal Years Ended December 31, 2001 and 2000 and Independent Auditors Report. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 1, 2002.) ------------------------------ * Filed Herewith. (b) Reports on Form 8-K: 3

NONE. SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY SAN ANTONIO, STATE OF TEXAS ON JUNE 30, 2002. Titanium Holdings Group, Inc. By: /s/ Randall K. Davis ------------------------ Randall K. Davis, Chief Executive Officer 4

INDEX TO EXHIBITS Exhibit No. Description ----------- ----------------------------------------------------------------- 2(i) Agreement & Plan of Merger among Enviro-Clean of America, Inc., Cleaning Ideas, Inc., Cleaning Ideas Corp., Charles Davis, Carolyn Davis and Randall Davis dated as of August 1, 1999 (Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on September 3, 1999). 2(ii) Asset Purchase Agreement, by and between ebuyxpress.com L.L.C., NISSCO/Sunline, Inc. and Enviro-Clean of America, Inc., dated September 29, 2000 (Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on October 13, 2000). 2(iii) Asset Purchase Agreement, by and between York Supply, Ltd., June Supply Corp., and Enviro-Clean of America, Inc. (Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on December 28, 2000). 2(iv) Asset Purchase Agreement between Superior One Source, Superior Chemical & Supply, Inc. and Enviro-Clean of America, Inc., dated June 29, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 8-K filed with the SEC on July 20, 2001.) 2(v) Stock Purchase Agreement between Richard Kandel, Kandel & Son, Inc. and Enviro-Clean of America, Inc., dated June 29, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 8-K filed with the SEC on July 20, 2001.) 3(i) Articles of Incorporation of the Company (Incorporated by reference to the Company's Form 10-SB filed with the SEC on June 18, 1999). 3(ii) By-Laws of the Company (Incorporated by reference to the Company's Form 10-SB filed with the SEC on June 18, 1999). 4(i) Certificate of Designation for the Company's Series A Stock (Incorporated by reference to the Company's Form 10-SB filed with the SEC on June 18, 1999). 4(ii) Certificate of Designation for the Company's Series E Stock (Incorporated by reference to the Company's Form 10-SB filed with the SEC on June 18, 1999). 4(iii) Certificate of Designation for the Company's Series D Preferred Stock (Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on September 3, 1999). 5

4(iv) Certificate of Amendment to the Certificate of Designation for the Company's Series A Stock (Incorporated by reference to the Company's Report on Form 10-SB/A filed with the SEC on October 22, 1999). 4(v) Certificate of Designation for the Company's Series B Stock. (Incorporated by reference to the Company's Report on Form 10-SB/A filed with the SEC on December 16, 1999). 4(vi) Form of the Warrant Certificate - June 1999 (Incorporated by reference to the Company's Report on Form 10-SB/A filed with the SEC on October 22, 1999). 4(vii) Form of the Warrant Certificate - December 1999 (Incorporated by reference to the Company's Report on Form 10-QSB filed with the SEC on June 15, 2000). 4(viii) Form of the Warrant Certificate - February 2000 (Incorporated by reference to the Company's Report on Form 10-QSB filed with the SEC on June 15, 2000). 4(ix) Form of three-year 9 3/4% Secured Promissory Note. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on November 9, 2001.) 4(x) Pledge and Security Agreement by and between Company and Secured Parties, dated October 31, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on November 9, 2001.) 10(i) Amended and Restated Employment Agreement between Randall K. Davis and Enviro-Clean of America, Inc. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 2, 2001.) 10(ii) Enviro-Clean of America, Inc. 2000 Stock Incentive Plan (incorporated by reference to the exhibits of the Company's Proxy Statement on Form DEF 14A, filed April 28, 2000). 10(iii) Registration Rights Agreement between the Company and purchasers of Units of 2 shares of common stock and 1 warrant in the Company's January 2000 offering. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 2, 2001.) 10(iv) Registration Rights Agreement between the Company and purchasers of Common Stock in the Company's June 2000 offering. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 2, 2001.) 10(v) Registration Rights Agreement between the Company and purchasers of Common Stock in the Company's September 2000 offering. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 2, 2001.) 10(vi) Registration rights Agreement between the Company and purchasers of Series B 6

Stock and 1000 common stock warrants - December 1999. (Incorporation by reference to the Company's Amendment No.2 to Form 10-SB filed with the Commission on December 16, 1999.) 10(vii) Settlement Agreement by and between the Company and Equip2move,.com Corporation, dated June 30, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on August 14, 2001.) 10(viii) Subscription Agreement with Excalibur I, L.L.C., dated June 26, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on August 14, 2001.) 10(ix) Promissory Note, dated July 20, 2001 between Excalibur I, L.L.C. as borrower, and Enviro-Clean of America, Inc. as Payee. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on August 14, 2001.) 10(x) Escrow Agreement by and between Company, Agent, and Escrow Agent, dated October 31, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on November 9, 2001.) 10(xi) Form of Agency Agreement by and between Company, Principal and Agent. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on November 9, 2001.) 23(i) Consent of Goldstein Golub Kessler LLP.* 99(i) Titanium Holdings Group, Inc. and Subsidiary Consolidated Financial Statements for the Fiscal Years Ended December 31, 2001 and 2000 and Independent Auditors Report. (Incorporated by reference to the exhibits of the Company's Report on Form 10-KSB filed with the SEC on April 1, 2002.) ------------------------------ * Filed Herewith. 7

EXHIBIT 23(i) Consent of Goldstein Golub Kessler LLP To the Board of Directors and Stockholders Titanium Holdings Group, Inc. (formerly Enviro-Clean of America, Inc.) We hereby consent to incorporation by reference in Registration Statement No. 333-36784 on Form S-8 of our report dated February 14, 2002, related to the consolidated balance sheet of Titanium Holdings Group, Inc. and Subsidiary as of December 31, 2001 and the related statements of operations, shareholders'equity, and cash flows for each of the two years in the period then ended, which appear in the December 31, 2001 annual report on Form 10-KSB on Titanium Holdings Group, Inc. /s/ Goldstein Golub Kesslar LLP ------------------------------- Goldstein Golub Kesslar LLP New York, New York March 27, 2002