U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB
                                   Amendment 2
(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, 2000

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the transition period from _______________ to ________________

Commission file no. 000-28593

                         THE NATIONWIDE COMPANIES, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

           Florida                                            65-09662627
-----------------------------------------               ------------------------
(State or other jurisdiction of                         (I.R.S. Employer
         incorporation or organization)                      Identification No.)

4350 Oakes Road, Suite 512
Davie, FL                                                       33314
- ---------------------------------------               ------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number: (954) 584-5080

                           FOCUS FINANCIAL GROUP, INC.
                              22154 Martella Avenue
                              Boca Raton, FL 33433
        ----------------------------------------------------------------
        (Former name and/or former address, if changes since last report)

Securities registered under Section 12(b) of the Exchange Act:

                                                      Name of each exchange on
   Title of each class                                       which registered
     None                                                   None
----------------------------                          -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of class)
                      ------------------------------------

Copies of Communications Sent to:     Mintmire & Associates
                                      265 Sunrise Avenue, Suite 204
                                      Palm Beach, FL 33480
                                      Tel: (561) 832-5696 - Fax: (561) 659-5371



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     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  registrant 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 in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant'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. [X]

     The  Registrant's  revenue for the fiscal year ended  December  31, 2000:
$6,392,752.

     Of the  2,500,000  shares  of voting  stock of the  registrant  issued  and
outstanding  as of March 15, 2001,  500,000  shares are held by  non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.

     There were 2,500,000 shares of the registrant's common stock outstanding as
of March 15, 2001.

     DOCUMENTS INCORPORATED BY REFERENCE: None

     Transitional Small Business Disclosure Format: Yes [ ] No [X]

     This  Amendment  is being  filed to  correct  the  inaccurate  terms of the
January 8, 2001 Share Exchange  Agreement and to include  restated  Consolidated
Statements of Operations which exclude the 1999 Tax Loss Carryforward.














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                            SUMMARY TABLE OF CONTENTS

PART I

Item 1. Description of Business.

Item 2. Description of Property.

Item 3. Legal Proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Item 7. Financial Statements.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

Item 10. Executive Compensation.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

Item 12. Certain Relationships and Related Transactions.

Item 13. Exhibits, List and Reports on Form 8-K.



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PART I

Forward Looking Statements

     This Form 10-KSB includes  "forward  looking  statements".  All statements,
other than statements of historical facts, included or incorporated by reference
in this Form 10-KSB which address  activities,  events or developments which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
demand for the  Company's  products and  services,  expansion  and growth of the
Company's  business and  operations,  and other such matters are forward looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward looking statements made in this Form
10-KSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

ITEM 1.  Description of Business

(a) Development

     The name of our company is NATIONWIDE COMPANIES, INC. f/k/a Focus Financial
Group,  Inc.  We were  incorporated  under the laws of the State of  Florida  on
November 18, 1999. We commenced  operations as a developmental stage company and
had  no  revenues  from  inception  until  consummating  our  merger  with  Team
Nationwide,  Inc., a Florida corporation,  on January 8, 2001. Until this merger
our activities had been limited to actions related to our organization.  For the
fiscal  year 2000 we  operated  as a "shell"  company  conducting  virtually  no
business  operations,  other  than  our  efforts  to seek a  merger  partner  or
acquisition candidate.  Until our merger we had no full time employees and owned
no real estate.


     On  January 8, 2001,  Focus  Financial  Group,  Inc.  n/k/a The  Nationwide
Companies,  Inc., a Florida  corporation  (the  "Company"),  and The  Nationwide
Companies,  Inc. n/k/a Team  Nationwide,  Inc., a Florida  corporation,  and the
individual  holders of all of the  outstanding  capital stock of The  Nationwide
Companies,   Inc.  (the  "Holders")   consummated  a  reverse  acquisition  (the
"Reorganization")  pursuant to a certain Share Exchange Agreement  ("Agreement")
of such date. Pursuant to the Agreement, the Holders tendered to the Company all
issued and outstanding shares of Common Stock of The Nationwide Companies,  Inc.
in exchange for 2,000,000


     Shares of Common  Stock of the  Company.  The  EFFECTIVE  DATE of the above
Agreement is December 28, 2000. The  reorganization  is being accounted for as a
reverse acquisition.

     Simultaneously with the closing of the Reorganization, the then officer and
director of the Company tendered her resignation in accordance with the terms of
the  Agreement.  Richard L. Loehr was elected to serve on the Board of Directors
of the Company (the "Board"). The Board subsequently appointed Richard L. Loehr,
Chief  Executive  Officer  and  President,  Lynda M. Davis,  Vice-President  and
Secretary,  Douglas Borr,  Vice-President and Carol Boozer,  Vice- President and
Treasurer.



<PAGE>



     The Company  also  announced  approval of the  amendment of its Articles of
Incorporation  in order to change the name of the Company  from Focus  Financial
Group, Inc. to The Nationwide Companies, Inc. Total issued and outstanding stock
after effecting the Share Exchange Agreement is 2,500,000.

     Copies  of the  Agreement  are  filed  herewith  as  Exhibit  4.2,  and are
incorporated  herein by reference.  The foregoing  descriptions are qualified in
their entirety by reference to the full text of such agreements.

     As part of our  Reorganization,  we have adopted a new business  plan which
shall be described in greater detail below.

IN GENERAL - THE COMPANY

     The Nationwide Companies,  Inc. will now operate as a direct sales company.
The Company sells a range of benefit  packages and diversified  products through
independent  marketing  directors  and  associates.  The Company is founded on a
universally  accepted  distribution  concept,  the  utilization  of group buying
initiatives to distribute  products at deep  discounts to the end consumer.  For
those seeking an income opportunity, the Company's carefully structured pay plan
allows its  Independent  Marketing  Directors  ("IMD's")  to reap the  financial
rewards of direct sales.

Nationwide's Core Business

     Direct  selling,  or  network  marketing,  is  one of  the  most  effective
marketing strategies in the world. Powered by personal relationships,  lucrative
financial incentives and time freedom,  network marketing business companies are
driven  by highly  consumable,  quality  products.  Direct  sales  organizations
traditionally  have the ability to grow at rates  faster than seen in most other
industries. Direct sales is a powerful and persuasive way to introduce products,
generating strong "word of mouth" validation by directly rewarding consumers for
sharing their  excitement about a company's  products or services.  The industry
supports  above  average  profit  margins  due  to  this  value-added   personal
interaction.

     The  Nationwide  family of  companies  is a direct  sales and  distribution
organization.  Its unique ability to aggregate services and products enables the
Company  to offer  significant  discounts  through  the  power of group  buying.
Nationwide offers a wide variety of market-driven  products and services through
a network of IMDs and associates -- "Team Nationwide". The Company has developed
its  distribution  system based on the  one-to-one  marketing  concept of direct
selling, creating value for the Company and significant revenue for our IMDs.

     The Company's products and services include many benefit packages including
automotive  discounts,  financing,  leasing,  mortgages,  insurance,  travel and
vacation packages,  telecommunications  and much more. Other products include an
array of  consumer-oriented  products and services  including car care products,
dietary and nutritional supplements, personal care jewelry and stained glass.

Nationwide offers two benefit packages:

     1)   A Three-Year  Family Benefit  Package for the whole family,  including
          the owner and souse,  their parents and all children (no age limit). A
          family  package sells for  $2,195.00.  Financing is also available for
          this package @ $895 down and $75.95 per month for 20 months.



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     2)   A Two-Year Individual Benefit Package for the owner and spouse,  which
          has the same  benefits  as the  family  package,  sells  for  $795,00.
          Financing for this package  includes $95 down and $34.95 per month for
          20 months.

     As direct sales and distribution  organization,  Nationwide does not engage
in manufacturing activities nor is the Company an underwriter and/or originating
lender  for any of its  products.  All  services  are  purchased  directly  from
suppliers  by  Nationwide's  subsidiary  divisions.  In this  manner the Company
controls all aspects of the supply chain.

The Nationwide Marketing Plan

     Nationwide  will  continue  to grow and  develop  its  market  share with a
marketing  plan  focused on the  Company's  core  business,  the sale of benefit
packages.  The  marketing  strategy  is at the  core  of  Nationwide's  success.
Nationwide  understands  that although the benefit  programs and the  discounted
products  and  services  offered are a key  component  of the  Company's  focus,
without the proper  marketing and direct sales,  these  benefits will go unsold.
The points  listed below are the  constant  focus of the  Nationwide  management
team:

          *    Emphasis on training and motivation.
          *    Cultivate and attract both new and strong leaders.
          *    Promote unique offerings of cost-effective products and services.
          *    A pay plan that leads the industry.
          *    Availability and accessibility of executive management.

Independent Marketing Directors

     As a direct sales  Company,  sales of  Nationwide's  products are dependent
upon the  efforts  of,  Team  Nationwide,  the  Company's  IMDs and  associates.
Management  expects the number of IMDs and associates to continue to grow as the
Company  expands  and as  distributor  recruitment  increases.  IMD growth is an
essential  component in our continued  success in the direct  selling  industry.
Nationwide  believes  its  distributor  compensation  plan  is one  of the  most
financially  rewarding  in  the  industry.   IMD  commissions  and  bonuses  are
calculated  and paid weekly and monthly based on volume sales as outlined in the
Company's pay plan.  Commissions  are the Company's  most  significant  expense.
Management  believes  distributor  commissions  as a percent  of net sales  will
remain relatively constant going forward.

Nationwide's Compensation Plan

     The compensation program is available from the Company.

     Nationwide offers a "binary"  compensation  program. In our plan, an IMD is
allowed to occupy one or more "business  centers," (Bonus Points and Pay Points)
each limited to two downline legs.  Compensation  is paid on group volume of the
downline  legs  rather  than  a  percentage  of  sales  of  multiple  levels  of
distributors.  Thus,  payment is volume driven  rather than level driven.  Sales
volume must be balanced in the two legs to be eligible  for  commissions,  which
are paid at  designated  points when target  levels of group sales are achieved.
Payment is on a weekly and monthly basis. Nationwide chose a binary compensation
structure because of several important advantages offered by this type of direct
sales compensation program.  Nationwide's  compensation plan is designed to give
generous rewards to all levels of participation.  Our generous plan rewards IMDs
and generates significant sales for the Company.




<PAGE>



Training

     Nationwide  has  developed  professional  marketing  and training  tools to
facilitate the success of every Nationwide independent marketing director.  Over
the past several years  Nationwide  has developed a highly  successful  training
program for its IMDs. To address the fact that people  communicate  in different
ways, the company has developed two methods to allow IMDs to share information:

*    The  traditional  person-to-person  method with printed  materials,  video,
     audio tapes,  pre- recorded and live phone  conversations.  And,  unique to
     Nationwide,  Chairman  Richard  Loehr,  and the  executive  management  are
     available to all IMD's and associates of The Nationwide Companies to answer
     their questions.

*    For associates with computers,  Nationwide has developed our Internet site,
     www.teamnationwide.com for online training and downloadable documents.

Teamnationwide.com

     Nationwide  has designed and maintains a  state-of-the-art  Internet  site,
teamnationwide.com.  The site has grown  quickly and is an important  sales tool
for the Company and our IMDs. An eCommerce site,  teamnationwide.com is a secure
venue where IMDs and associates can recruit prospects,  purchase products, price
new and used  vehicles,  advertise,  download  training  materials and more. Our
newest  addition to our Web site is the  Nationwide  WebMart,  an online auction
featuring categories from antiques to recreational  vehicles.  Via the internet,
IMDs and  customers may shop from the comfort of their own homes 24 hours a day,
7 days a week.

Conventions

     Nationwide holds four conventions  annually,  the Winter Nationals,  Spring
Nationals,  Summer Nationals and the Grand Nationals.  Additionally  hundreds of
workshops  are held around the country each week.  Conventions  are gala affairs
intended to inspire the  independent  distributor  force.  They are an essential
component  for any  direct  sales  company.  Conventions  allow the  Company  to
introduce new products, bring out new training materials and showcase successful
distributors.  All  keynote  speakers  at  Nationwide  events are a part of Team
Nationwide.  In addition to providing inspiration and motivation for independent
distributors,  conventions  offer the opportunity for the Company to sell a wide
range of training and promotional goods including tapes,  hats, shirts and other
goods and apparel emblazoned with the Nationwide logo.

Trademarks, Patents and Proprietary Information

     Many of Nationwide's products are sold under trade names that are exclusive
to  Nationwide  in order to protect the trade names and prevent  them from being
used by other direct sales  companies.  This strategy  provides  flexibility  in
introducing new products and withdrawing products from the market, and minimizes
capital investment and product liability  exposure.  In this regard,  trademarks
protect the Company's  diet and nutrition line  -Vita-"Products"  and Thermo(TM)
space age care products.  Other  Nationwide  products and services are protected
under  exclusive  agreements  with our business  partners.  The Company holds no
patents.

     The Company  regards its marketing plan as proprietary  and has implemented
protective  measures  of both a legal and a  practical  nature to ensure that it
retains  that  status.  The Company  derives such  protection  by contract  with
distributors  and by keeping its software  program  confidential.  Access to the
Company's proprietary marketing plan software is limited to those with a need to
know.  The Company  also seeks to protect its  official  literature  by means of
copyright protection.


<PAGE>



Management

     Nationwide  has  assembled a  trustworthy  and  dedicated  management  team
comprised of leaders in their respective  industries.  These skilled individuals
are committed to accomplishing  the goals set forth in this business plan. Refer
to Part III,  Item 9.  Directors,  Executive  Officers,  Promoters  and  Control
Persons for biographies of our management.

THE INDUSTRY

     Nationwide is positioned at the leading edge of several multibillion dollar
industries -- automotive sales and services,  healthcare  products and services,
nutritional  supplements,  personal care products,  telecommunications,  travel,
insurance and financial services.  The Company unites these industries through a
direct  sales force to provide  quality  products  and  services  devoid of high
advertising  costs and overhead.  The Company  believes it has both the products
and marketing  expertise to  aggressively  capture a significant  share of these
growing industries

ITEM 2. Description of Property

     Nationwide maintains offices at the following locations:

Davie, Florida

     * The Nationwide Companies, Inc. is headquartered at 4350 Oakes Road, Suite
512, Davie, Florida, 33314. Principals can be reached at (954) 584-5080.

     * At this time,  Nationwide's  associated  operating  companies all operate
from these leased offices which  comprise  2400-sq.  ft. in a newly  constructed
commercial complex. The Company has an option to renew its lease in 2005.

Cumming, Georgia

     * Nationwide's  Data Processing  Center is currently located at 475 Tribble
Gap Road, Suite 105, Cumming, Georgia, 30040. Local Management may be reached at
(9800) 227- 6030. The Data Processing Center is scheduled to be relocated to the
Davie headquarters in June of 2001.

ITEM 3. Legal Proceedings

     The Company is currently not a party to any pending legal  proceedings  and
no such action by, or to the best of its knowledge, against the Company has been
threatened

ITEM 4. Submission of Matters to a Vote of Security Holders


     On  January 8, 2001,  Focus  Financial  Group,  Inc.  n/k/a The  Nationwide
Companies,  Inc., a Florida  corporation  (the  "Company"),  and The  Nationwide
Companies,  Inc. n/k/a Team  Nationwide,  Inc., a Florida  corporation,  and the
individual  holders of all of the  outstanding  capital stock of The  Nationwide
Companies,   Inc.  (the  "Holders")   consummated  a  reverse  acquisition  (the
"Reorganization")  pursuant to a certain Share Exchange Agreement  ("Agreement")
of such date. Pursuant to the Agreement, the Holders tendered to the Company all
issued and outstanding shares of Common Stock of The Nationwide Companies,  Inc.
in exchange for 2,000,000  Shares of Common Stock of the Company.  The EFFECTIVE
DATE of the above  Agreement is December 28, 2000. The  reorganization  is being
accounted for as a reverse acquisition.




<PAGE>



PART II

ITEM 5. Market For Common Equity and Other Shareholder Matters.

     No shares of the Company's  common stock have  previously  been  registered
with the  Securities and Exchange  Commission  (the  "Commission")  or any state
securities  agency or authority.  The Company intends to make application to the
NASD for the  Company's  shares  to be  quoted on the OTC  Bulletin  Board.  The
Company's application to the NASD will consist of current corporate information,
financial  statements  and other  documents  as  required  by Rule 15c211 of the
Securities Exchange Act of 1934, as amended. Inclusion on the OTC Bulletin Board
permits  price  quotation  for the  Company's  shares  to be  published  by such
service.

     The  Company  is not aware of any  existing  trading  market for its common
stock. The Company's common stock has never traded in a public market. There are
no plans,  proposals,  arrangements  or  understandings  with any person(s) with
regard  to  the  development  of a  trading  market  in  any  of  the  Company's
securities.

     If and when the  Company's  common stock is traded in the  over-the-counter
market,  most  likely the shares  will be subject to the  provisions  of Section
15(g) and Rule 15g-9 of the  Securities  Exchange  Act of 1934,  as amended (the
Exchange Act"),  commonly  referred to as the "penny stock" rule.  Section 15(g)
sets  forth  certain  requirements  for  transactions  in penny  stocks and Rule
15g9(d)(1)  incorporates  the  definition  of penny  stock as that  used in Rule
3a51-1 of the Exchange Act.

     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If the  Company's  shares are deemed to be a penny stock,  trading in the shares
will be subject to additional sales practice  requirements on broker-dealers who
sell penny stocks to persons other than  established  customers  and  accredited
investors,  generally  persons  with  assets in excess of  $1,000,000  or annual
income exceeding $200,000, or $300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  common stock and may affect the
ability of shareholders to sell their shares.

     As of March 15,  2001,  there were 44  holders  of record of the  Company's
common stock.

     As of the date  hereof,  the Company has issued and  outstanding  2,500,000
shares of common stock.  Of this total,  500,000 shares may be sold or otherwise
transferred without  restriction  pursuant to the terms of Rule 144 ("Rule 144")
of the Securities Act of 1933, as


<PAGE>



amended (the "Act")  since such shares were  originally  issued in  transactions
more than two (2) years ago.  2,000,000 such shares remain restricted under Rule
144 since such shares are held by an affiliate.

Dividend Policy

     The Company has not declared or paid cash  dividends or made  distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make  distributions in the foreseeable  future. The Company currently intends
to retain and reinvest future earnings, if any, to finance its operations.

Public Quotation of Stock

     The  Company  has  not as of this  date,  but  intends  to  request  in the
immediate  future a  broker-dealer  who has not been identified at this time, to
act as a market maker for the Company's securities. Thus far the Company has not
requested  a market  maker to submit the  Company's  Form 10-SB to the  National
Association  of  Securities  Dealers  and to  serve as a  market  maker  for the
Company's Common Stock. The Company  anticipates that other market makers may be
requested to participate  at a later date. The Company will not use  consultants
to obtain market makers. There have been no preliminary  discussions between the
Company,  or anyone  acting on its behalf,  and any market maker  regarding  the
future trading market for the Company.  It is anticipated  that the market maker
will be contacted  prior to an  acquisition  or merger and only by management of
the Company.


ITEM 6. Management's Discussion and Analysis and Plan of Operations

OVERVIEW

     The company was founded as a Florida  corporation in 1999 as a direct sales
organization.  The Company  sells a range of benefit  packages  and  diversified
products through independent  marketing  directors.  The Company is founded on a
universally  accepted  distribution  concept,  the  utilization  of group buying
initiatives  to  distribute  products  at deep  discounts  to the end  consumer.
Nationwide has developed  strategic alliances which supply products and services
to  the  Company's   independent  marketing  directors  and  associates  located
throughout  the United States.  Nationwide is one of only 147  companies,  which
maintains  membership  in the  prestigious  Direct  Selling  Association  (DSA).
Membership in the DSA is granted only to those  companies that  demonstrate  the
highest  standards of business  practices  consistent  with  association's  high
ideals.

     On December 28, 2000 The Nationwide Companies,  Inc., a Florida corporation
acquired a  controlling  interest  in Focus  Financial  Group,  Inc.,  a Florida
corporation.  The  acquired  company is an SEC  fully-reporting  company and has
changed its name to The Nationwide Companies, Inc.

     The Company  experienced  a  significant  increase in market  awareness and
subsequent  revenue.  Revenue  increased  from the sales of  Membership  Fees in
excess of 209% in 2000 over 1999 and the Net income of the company in 2000 was $
528,829 up significantly compared to a net operating loss in 2000 over 1999. The
Company  expects  to  experience  a period of growth,  which will  require it to
increase the scale of its  operations.  This increase will include the hiring of
additional personnel, and expanded office space, which will contribute to higher
operating  expenses.  The increase in operating expenses is expected to be fully
funded by an increase in revenues  and the Company  expects to remain debt free.
Expansion  of the  Company's  operations  may  cause a strain  on the  Company's
management and other resources.  The Company's  ability to manage recent and any
possible  future  growth,  should it occur,  will  depend upon an  expansion  of
accounting and other internal  management  systems and the  implementation  of a
variety of systmes, procedures and controls.


<PAGE>



     Nationwide's  powerful  Benefits  Package  continues to save its associates
thousands of dollars on products and services they're already using. Included in
the package are savings on:  Insurance,  Overnight  Shipping,  Extended  Service
Contracts and  Nationwide's  private label Thermo Car Care product line and Vita
product personal care line.

         12 Month Plan of Operations

     Over the next twelve (12) months the Company will focus on  increasing  the
number of independent  marketing directors and associates located throughout the
United  States.  Nationwide  will  continue to grow and develop its market share
with a  marketing  plan  focused on the  Company's  core  business,  the sale of
benefit packages. The marketing strategy is at the core of Nationwide's success.
Nationwide  understands  that although the benefit  programs and the  discounted
products  and  services  offered are a key  component  of the  Company's  focus,
without the proper  marketing and direct sales,  these  benefits will go unsold.
The constant focus of the Nationwide management team will include (i)an emphasis
on training and motivation,  (ii) cultivating and attracting both new and strong
leaders,   (iii)promoting  unique  offerings  of  cost-effective   products  and
services, as well as (iv) making executive management available and accessible.

     The Company has adopted internet technology  enthusiastically and maintains
an internet  site as a means of  communication,  training  and  ordering for its
associates.  The  Company is  committed  to not losing site of the fact that its
products, services and independent sales force are the hallmarks of the Company.

     The Company has adopted an operational strategy to form strategic alliances
with  multiple   business   partners.   As  a  direct  sales  and   distribution
organization,  Nationwide does not engage in manufacturing activities nor is the
Company an underwriter and/or  originating  lender for any of its products.  All
services are purchased  directly from  suppliers or by  Nationwide's  affiliated
Companies.  In this manner the Company has a high level of control of the supply
chain.  These strategic  alliances and affiliated  companies will further reduce
Nationwide's   risk,  capital   investment,   need  for  facilities  and  direct
responsibility  for  employees  and will  provide the  necessary  resources  and
business practices.

     To  distinguish  Nationwide  from the  competition,  the  Company  plans to
identify,  develop and launch additional  services,  product lines and strategic
alliances.  In this regard, the Company is currently researching the feasibility
of establishing a Woman's Cosmetic Products,  Fruit and Gift Products,  Internet
mortgage and automobile financing. The Companies strategic partners include Bank
of America,  United  Parcel  Service  (UPS(TM)),  Thrifty Car Rental,  Hertz(R),
DirecPC(TM),  Miracle Ear(R),  Southeastern Gems, Gold and Diamonds,  name brand
furniture, major insurance underwriters and more.

Results of Operations - Full Fiscal Year 2000

         Revenues

     To date,  prepaid fees of our IMD's have accounted for substantially all of
the Company's revenues.  The Company believes that the main focus of its revenue
came from the innovative  marketing of its benefit packages offering diversified
products and  services.  Our unique  ability to aggregate  services and products
enables the Company to offer  significant  discounts  through the power of group
buying.



<PAGE>



     For the fiscal year ending December 31, 2000, the Company on a consolidated
audited  basis  derived  approximately  96% of its revenue from Benefit  package
sales.  The Company's  ability to achieve  revenues in the future will depend in
significant  part upon its  ability to maintain  relationships  with and provide
support to,  existing and new  associates.  There can be no  assurance  that the
Company's  revenues  will  increase in the future.  Accordingly,  the  Company's
ability to maintain or increase revenues will depend in part upon its ability to
market its benefit  packages and to  introduce  and sell new products at reduced
prices  sufficient to create savings for its  associates in the average  selling
price of the affiliated company's products.

RECENT FINANCIAL RESULTS

FISCAL 2000 COMPARED TO FISCAL 1999

     Revenues for the fiscal year ending December 31, 2000 were $6,392,752. This
represents  an increase of 209% as  compared to revenues of  $2,065,549  for the
fiscal year ending  1999.  Income from  operations  for the fiscal year 2000 was
$528,829  as  compared  to a loss  from  operations  for  fiscal  year  1999  of
$1,084,705. Net income for the fiscal year 2000 was $528,829, or $0.21 per share
on a basic basis and a diluted  basis.  By  comparison,  net loss for the fiscal
year 1999 was $1,084,705, or $0.43 loss per share on a basic and diluted basis.

     DIRECT COSTS.  Direct Costs of services  increased by $3.21,  or 210%, from
$1,528,417  in fiscal 1999 to  $4,742,772  in fiscal 2000.  As a  percentage  of
revenues,  Direct Costs increased from 74% in fiscal 1999 to 77% in fiscal 2000.
The  increase as a  percentage  of revenues  was due  primarily to the fact that
Nationwide's  relationship  to revenue to direct  costs  varies  based on a tier
system.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  decreased  by  $500,686,  or 31%,  from  $1,621,837  in fiscal 1999 to
$1,121,151  in fiscal 2000. As a percentage  of revenues,  selling,  general and
administrative expenses decreased from 79% in fiscal 1999 to 18% in fiscal 2000.
General  and  administrative  expenses  decreased  as a  percentage  of revenues
primarily because  Nationwide  decreased its  administrative and labor costs. In
addition, the dollar decrease in general and administrative  expenses was caused
in part by Nationwide better utilizing existing space and systems.

     Provision for Income Taxes. The provision for income taxes increased from $
0 in fiscal 1999 to $ 0 in fiscal 2000.  The  provision for fiscal 2000 consists
of $ 0 for current year operations.


LIQUIDITY AND CAPITAL RESOURCES

     Nationwide's  operating  activities  used cash of $158,310 in fiscal  1999,
whereas  in fiscal  2000  Nationwide's  operating  activities  provided  cash of
$1,027,375.  In fiscal 1999, cash from operating activities was used for the net
loss for the period.  In fiscal 2000,  cash from operating  activities  resulted
primarily  from net income of $528,829  and an  increase in revenue  received in
advance  from  prepaid  commissions,  accounts  payable and accrued  expenses of
$474,546.

     Cash used in investing  activities was $11,399 in fiscal 1999, and $454,235
in fiscal 2000.  The increased  use of cash for  investing  activities in fiscal
2000 as compared to fiscal 1999 resulted primarily from Nationwide's  advance to
an affiliate.

     Nationwide's financing activities provided cash of $169,702 in fiscal 1999.
A principal  source of cash for  financing  activities in those years was a cash
overdraft and a loan from a


<PAGE>



stockholder  which  totaled  $165,709.  In fiscal 2000,  Nationwide's  financing
activities  used cash of  $185,027.  This  consisted  primarily  of  $190,709 to
purchase the public reporting shell corporation and cash overhead.

     As of  December  31,  2000,  Nationwide  had cash and cash  equivalents  of
$388,113 and Total Current Assets of $4,773,782 and Total Current Liabilities of
$5,154,034.

     We believe that our existing  cash  balances will be sufficient to meet our
working capital and capital expenditure  requirements for the next 12 months and
for the foreseeable future thereafter.

     To date,  inflation has not had a material impact on our financial results.
However, inflation may adversely affect our future financial results.

YEAR 2000 COMPLIANCE

     The following  information  constitutes a "Year 2000 Readiness  Disclosure"
under the Year 2000 Information and Readiness  Disclosure Act. We do not foresee
any  materially  adverse impact on our operations or those of our suppliers as a
result of year 2000 compliance.

Item 7  FINANCIAL STATEMENTS

     The Financial  Statements of The Nationwide  Companies,  Inc., and Notes to
Financial  Statements  together with the Independent  Auditor's Report of Robert
Jarkow,  Certified Public Accountant,  311 North Andrews Avenue, Ft. Lauderdale,
Florida  33309,  required  by this Item 7  commence  on page F-1  hereof and are
incorporated herein by this reference. The Financial Statements filed as part of
this  Annual  Report  on Form  10-KSB  are  listed  in the  Index  to  Financial
Statements below:

                          INDEX TO FINANCIAL STATEMENTS


                                Table of Contents

                                                                         Page

Independent Auditor's Report                                             F-1

Consolidated Balance Sheet                                               F-2

Consolidated Statements of Operations                                    F-3

Consolidated Statement of Shareholders' Deficit                          F-4

Consolidated Statements of Cash Flows                                    F-5

Notes to Consolidated Financial Statements                               F-6




<PAGE>



                                  ROBERT JARKOW
                           CERTIFIED PUBLIC ACCOUNTANT
                            3111 North Andrews Avenue
                         Fort Lauderdale, Florida 33309

                                 (954) 630-9070


     INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Nationwide Companies, Inc.

     I have audited the  accompanying  consolidated  balance sheet of Nationwide
Companies,  Inc. as of  December  31, 2000 and the  consolidated  statements  of
operations,  shareholders'  deficit,  and cash flows for the year ended December
31, 2000 and from  January 15, 1999  (inception)  to December  31,  1999.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  My  responsibility  is to express an opinion on these  consolidated
financial statements based on my audits.

     The audits were conducted in accordance with auditing  standards  generally
accepted in the United States of America.  Those  standards  require that I 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  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  I  believe  that my  audits  provide  a  reasonable  basis for my
opinion.

     In my opinion,  the  consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial position of Nationwide
Companies,  Inc. as of December 31, 2000 and the results of its  operations  and
cash  flows for the year ended  December  31,  2000 and from  January  15,  1999
(inception)  to December 31, 1999,  in  conformity  with  accounting  principles
generally accepted in the United States of America.




/s/ Robert Jarkow

January 17, 2001


<PAGE>




<TABLE>
<CAPTION>
                           NATIONWIDE COMPANIES, INC.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2000

      ASSETS
<S>                                                                             <C>
Current Assets

     Cash                                                                             $388,113
     Prepaid commissions                                                             3,920,035
     Advance to related company                                                        465,634

           Total current assets                                                      4,773,782
                                                                                --------------

Prepaid commissions-long term                                                          843,960

Independent marketing associate data base and web site-
               net of accumulated amortization of $38,000                               57,000

Equipment-net of accumulated depreciation of $10,000                                     5,000

                                                                                    $5,679,742
                                                                                --------------

     LIABILITIES & SHAREHOLDERS' DEFICIT

Current Liabilities

     Accounts payable and accrued liabilities                                         $232,481
     Revenue received in advance                                                     4,871,553
     Due to shareholder                                                                 50,000
           Total current liabilities                                                 5,154,034
                                                                                --------------

Revenue received in advance-long term                                                1,036,902

Shareholders' Deficit


      Common stock-par value $.001; 10,000,000 shares authorized,
         2,500,000 issued and outstanding                                               44,682
     Deficit                                                                          (555,876)
           Total shareholders' deficit                                                (511,194)

                                                                                    $5,679,742
                                                                                --------------
</TABLE>


              The accompanying notes are an integral part of these
                             financial statements.



                                       F-2




<PAGE>



<TABLE>
<CAPTION>
                           NATIONWIDE COMPANIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                January 15, 1999 (Inception) to December 31, 1999
                          Year Ended December 31, 2000






                                                                   2000           1999
                                                               --------------   -------------
<S>                                                            <C>              <C>
Revenue

                              Membership fees                      $6,146,752      $2,054,949

                    Commissions-related party                         246,000          10,600

                                Total Revenue                       6,392,752       2,065,549

Direct costs                                                        4,742,772       1,528,417

                                 Gross profit                       1,649,980         537,132
                                                               --------------   -------------

Selling, general, and administrative expenses                       1,121,151       1,621,837

                            Net income (loss)                        $528,829     ($1,084,705)
                                                               --------------   -------------

Earnings (loss) per share-basic                                         $0.21          ($0.43)
                                                               --------------   -------------

Weighted - average common shares outstanding                        2,500,000       2,500,000
                                                               --------------   -------------

Pro forma Tax (Unaudited):

ThePro forma Tax is computed as if the Company was taxed for
the entire periods as a conventional Corporation under the
Internal Revenue Code.

      Income (loss) from operations before income tax                $528,829     ($1,084,705)

                   Provision for Income Tax *                         198,800               0

      Net Income(loss)                                               $330,029     ($1,084,705)
                                                               --------------   -------------

      Basic earnings (loss) per share                                   $0.13          ($0.43)
                                                               --------------   -------------
</TABLE>


*  Provision  for  income  tax in  year  2000 is  calculated  without  the  1999
carryforward loss .

No credit in 1999  because of the  uncertainty  of the  utilization  of the loss
carry forward.



              The accompanying notes are an integral part of these
                             financial statements.

                                       F-3



<PAGE>



<TABLE>
<CAPTION>
                           NATIONWIDE COMPANIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                January 15, 1999 (Inception) to December 31, 1999
                          Year Ended December 31, 2000








                                                                  Common Stock
                                                             Shares          Amount           Deficit
                                                         ---------------  -------------  ------------------
<S>                                                         <C>                 <C>            <C>
Initial capitalization                                         2,500,000        $44,682

Net (loss) January 15, 1999 (inception)
                             to December 31, 1999                                               ($1,084,705)

      Balance December 31, 1999                                2,500,000         44,682          (1,084,705)
                                                         ---------------  -------------  ------------------

Net income for the year ended December 31, 2000                                                     528,829

      Balance December 31, 2000                                2,500,000        $44,682           ($555,876)
                                                         ---------------  -------------  ------------------
</TABLE>









                 The accompanying notes are an integral part of
                          these financial statements.

                                       F-4




<PAGE>




<TABLE>
<CAPTION>
                           NATIONWIDE COMPANIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                January 15, 1999 (Inception) to December 31, 1999
                          Year Ended December 31, 2000

                                                                                    2000            1999
                                                                                --------------- --------------
<S>                                                                             <C>             <C>
Cash flows from operating activities
        Net income (loss)                                                              $528,829    ($1,084,705)
        Adjustments to reconcile net income (loss) to net cash
          provided (used) by operating activities
               Depreciation and amortization                                             24,000         24,000
               (Increase) in prepaid commissions                                     (2,381,116)    (2,382,879)
               Increase in accounts payable and accrued liabilities                     166,179         66,302
               Increase in revenue received in advance                                2,689,483      3,218,972
                    Total adjustments                                                   498,546        926,395

                    Net cash provided (used) by operating activities                  1,027,375       (158,310)
                                                                                --------------- --------------

Cash flows from investing activities
        Advances to related company                                                    (454,235)       (11,399)
                                                                                --------------- --------------

Cash flows from financing activities
        Increase (decrease) in cash overdraft                                          (115,709)       115,709
        Sale of common stock                                                                 -           4,000
        Loan from shareholder                                                                -          50,000
        Capital contribution                                                              5,682              -
        Acquisition of public shell                                                     (75,000)             -

        Net cash provided (used) by financing activities                               (185,027)       169,709
                                                                                --------------- --------------

Net increase in cash                                                                    388,113              0

Cash - beginning                                                                              0

Cash - end                                                                             $388,113             $0
                                                                                --------------- --------------

Supplemental disclosures of cash flow information:
        Interest paid                                                                    $4,500         $4,315

        Non cash financing activities
        Assets contributed by shareholder in exchange for equity                             -        $110,000
                                                                                --------------- --------------
</TABLE>

              The accompanying notes are an integral part of these
                             financial statements.

                                       F-5




<PAGE>



                           NATIONWIDE COMPANIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

Note 1. Public Entity

     On December 28, 2000, an inactive public shell corporation, Focus Financial
Group,  Inc.  (formed  November 18, 1999),  with no assets or  liabilities,  was
acquired by a privately held operating  company.  The public company changed its
name to Nationwide  Companies,  Inc. The owners of the private company  received
80% of the public  entity in  exchange  for 100% of their  stock in the  private
company and the privately owned company became a wholly owned  subsidiary of the
public entity.

     The  transaction  was  accounted for as a reverse  acquisition,  which is a
capital transaction and not a business  combination.  Accordingly,  the recorded
assets, liabilities,  and operations of the private company were carried forward
at  historical  amounts  and the equity has been  restated to give effect to the
transaction from inception.

Note 2. Summary of Significant Accounting Policies

Nature of Operations

     The Company is a direct sales  organization  which  supplies  products (for
example: new cars, jewelry, and health and skin care products) and services (for
example:  health  insurance,  and travel services) to the Company's  Independent
Marketing Associates (members) through affiliated companies.

Principles of Consolidation

     The consolidated  financial  statements  include amounts of the subsidiary.
All  intercompany   accounts  and  transactions  have  been  eliminated  in  the
consolidation.

Use of Estimates

     Use  of  estimates  and  assumptions  by  management  is  required  in  the
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles.  Actual  results  could differ from those  estimates and
assumptions.

Revenue Recognition of Independent Marketing Associates Fees

     Independent  Marketing  Associates  membership fees, and associated  Direct
Costs-consisting  of  commissions,  are deferred and recognized over the term of
the membership period (one or two years) on the straight line basis (because the
Independent  Marketing  Associates  buying  patterns  are  random  and cannot be
predicted).

     The Securities and Exchange Commission issued Staff Accounting Bulletin No.
101 "Revenue Recognition in Financial  Statements" in December 1999. The Company
has reviewed its revenue recognition policies and believes it is in compliance.

                                       F-6



<PAGE>



                           NATIONWIDE COMPANIES, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

Note 2. Summary of Significant Accounting Policies (continued)

Cash Concentration

     The Company  maintains its cash in bank deposit  accounts  which may exceed
the $100,000 federally insured limits.

Independent Marketing Associates Data Base and Web Site

     Independent  marketing  associates  data base and web site is  recorded  at
$95,000,  which was the cost to the  contributing  shareholder.  Amortization is
computed  using the  straight-line  method over the five year  estimated  useful
life.

Equipment

     Equipment  is  recorded at $15,000  which was the cost to the  contributing
shareholder.  Depreciation is computed using the  straight-line  method over the
three year estimated useful lives of the assets.

Earnings (Loss) Per Share

     Earnings  (loss) per share is  calculated  by dividing net income (loss) by
the average number of shares outstanding during the period.

     At  December  31,  2000 and 1999  there are no shares  that  would  cause a
dilution of earnings (loss) per share.

Note 3. Commitments

     Long-Term  Operating  Lease-The  Company has a commitment under a lease for
office space,  expiring on July 31, 2005.  The following  summarizes  the future
minimum lease payments under the non-cancelable operating lease obligation:  for
2001 is $32,000;  2002 is $33,000;  2003 is $34,000; 2004 is $36,000 and 2005 is
$21,000.  Rent expense for 2000 and 1999 was approximately  $29,700 and $27,700,
respectively.

     Consultant  Agreement- The Company has a consulting agreement which expires
December  2002. The  agreements  require a monthly  payment of $6,000 and may be
terminated after June 2001 by either party.




                                       F-7



<PAGE>



                            NATIONWIDE COMPANIES, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

Note 4. Related Party Transactions

     Affiliated  companies-The  Company's  products and services are supplied by
companies that are owned by the Company's majority  shareholder.  The affiliated
companies  sell  only to the  Company's  Independent  Marketing  Associates.  No
revenue is  realized  by the  Company  for  product  or  service  sold by theses
affiliates.  One affiliate  pays a commission,  based on product  sales,  to the
Company. The revenue received by the Company from this affiliate is reflected in
the Statement of Operations as Commissions.

     At December  31,  2000,  the  Company  has  advanced,  interest  free,  one
affiliate $465,634. This amount is anticipated to be repaid in 2001.

     Due to  Shareholder  is due on demand and bears  interest  at 9%.  Interest
expense for 2000 and 1999 was approximately $4,500 and 4315, respectively.

     The buying  patterns of the consumer are  undeterminable.  Therefore we are
unable to estimate the commission  revenue and the resulting  impact to our p&l.
Furthermore,  we are unable to estimate the price and supply  availability of an
unaffiliated company.

Note 5.  Income Tax

     Prior to the  reverse  acquisition,  the  privately  held  company was an S
Corporation under the Internal Revenue Code. Accordingly, it was not responsible
for payment of Income Taxes.

     At December 31, 2000,  there are no items that give rise to deferred income
taxes.

Note6. Common Stock

     Common stock on the initial capitalization was arrived at as follows:

        Assets contributed           $110,000
        Sale of common stock            4,000
        Capital contribution            5,682
        Cost of Public Shell          (75,000)
                                   ------------
                                     $ 44,682

                                       F-8



<PAGE>



Item 8. Changes in Registrant's Certifying Accountant

     The Company has been  generally  inactive  since its  inception,  it had no
independent  accountant  until the  retention of Samuel F. May,  Jr.,  Certified
Public  Accountant,  20283  State Rd. 7, Suite 300,  Boca  Raton,  FL 33498,  in
November , 1999,  subsequent to the Company's  Reorganization on January 8, 2001
the new management decided to retain a new accountant,  Robert Jarkow, Certified
Public Accountant, 3111 North Andrews Avenue, Fort Lauderdale, Florida 33309 due
solely to a pre-existing professional relationship.

PART III

ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

     The members of the Board of Directors  of the Company  serve until the next
annual meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.

     The current executive officers,  key employees and directors of the Company
are as follows:

Name                      Age      Position
---------------------    ----      ----------------------
Richard Loehr            58        Chairman and Chief Executive Officer
Douglas J. Borr          58        Vice President
Lynda M. Davis           46        Vice President and Secretary
Carol Boozer             47        Vice President & Treasurer
Angela Loehr Chrysler    29        Director
Richard Chrysler         59        Director
Robert Fason             42        Director
Les Whitaker             42        Director

     Richard Loehr, Chairman and Chief Executive Officer

Richard (Dick) Loehr is Nationwide's  Chairman and Chief  ExecutiveOfficer  with
responsibility for the day-to-day  operations of the Company. Mr. Loehr designed
Nationwide's  Benefits Program.  Dick Loehr's career began as a teenage champion
drag racer who,  through  fate or good luck,  caught the eye of Henry Ford,  II.
Ford admired Loehr's competitiveness and tireless work ethic, At Ford, Mr. Loehr
spent a good deal of time as the head of the Ford Racing Team. During this time,
Loehr acquired his management skills by emulating his mentor,  Henry Ford. Loehr
successfully practices those skills today at Nationwide.

Following  his  outstanding  racing  career,  Loehr  remained in the  automobile
industry as the owner of successful  automobile  dealerships in Michigan.  While
the owner of a  Chrysler  dealership,  Loehr met Lee  Iococca,  forging a strong
friendship  and business  relationship  with this  American  legend.  Iococca so
valued  Loehr's  abilities  that he tapped  him to head a massive  fund  raising
campaign to restore the Statue of Liberty.

     Douglas J. Borr, Vice President

Douglas J. Borr is vice president of Team  Nationwide  with  responsibility  for
developing  the Company's  multi-dimensional  benefits  packages.  Mr. Borr is a
capable and experienced


<PAGE>



businessman.   His  relationship  with  Mr.  Loehr  goes  back  to  kindergarten
confirming him as a loyal executive of the Company.

Mr. Borr,  initially began his business  affiliation with Mr. Loehr in 1970 as a
salesman in one of Mr. Loehr's automobile dealership. He was quickly promoted to
sales manager and subsequently  general manager of Mr. Loehr's Mazda,  AMC, Jeep
and RV  dealership.  Mr. Borr's  leadership,  foresight and ability to adjust to
changing  market  trends  brought  many awards and  commendations  for the Loehr
dealership,  including  the  distinction  as the number one  Recreation  Vehicle
Dealership in the State of Michigan.

Mr. Borr remained  general  manager of the Loehr  dealership  until 1983 when he
resigned to purchase his own AMC Jeep dealership in Grand Rapids,  Michigan. Mr.
Borr achieved significant success with this dealership,  developing the business
to one of the top five AMC Jeep dealerships in the state. He sold the dealership
in 1988.

From 1989 to 1991,  Mr. Borr enjoyed  semi-retirement.  In 1991,  he purchased a
manufacturing plant,  becoming president and chairman.  He took this floundering
plant,  turned it around and developed it into a highly efficient and profitable
business entity, which he sold in 1994.

In 1995, Mr. Borr renewed his business  relationship with Mr. Loehr resulting in
the formation of Nations Auto Fleet,  Inc. and  subsequently  the development of
the entire  Nationwide  benefits  packages.  Mr. Borr has been  instrumental  in
negotiating all of the contracts the Company establishes with its providers. His
skills are  essential in procuring  the best prices and products for  Nationwide
Associates.

     Lynda M. Davis, Vice President and Secretary

Lynda Davis is the Company's vice president and secretary. She joined Nationwide
in 1996.

Ms. Davis began her business career with  Continental  Homes of Chicago.  At age
20, she became the  Company's  youngest  sales manager with  responsibility  for
Continental's  Subdivision division.  She was awarded that company's prestigious
Million-Dollar Circle Award with gross sales of almost two million dollars (when
the average cost of a home in her subdivision at that time was $30,000.)

In 1978 Ms.  Davis  took a  position  with  Eastern  Airlines.  She was  quickly
promoted to training flight attendant with  responsibility  for the training and
coordination  of crews on each flight,  as well as hands on  instruction  of new
flight attendants.

In 1989,  Ms. Davis became a head flight  attendant  for American  Airlines.  In
1990,  she joined  American's  International  Division.  In 1994,  Ms. Davis was
honored with American's  prestigious  Professional  Flight  Attendant Award. Ms.
Davis retired in 1995.

     Carol Boozer, Vice President/Treasurer

Carol Boozer is  Nationwide's  vice president and treasurer.  She is responsible
for all financial  bookkeeping  and reporting.  At this time, Ms. Boozer reports
directly to the chief executive officer.

Ms. Boozer began her  professional  career in 1969. She worked in the automobile
industry with various responsibilities until 1982 when she moved to Michigan.



<PAGE>



In Michigan,  Ms.  Boozer was hired by Richard  Loehr as billing clerk and later
office manager at one of his dealerships.  After Mr. Loehr sold his dealerships,
Ms. Boozer remained with the new owner until 1991.

Ms.  Boozer  relocated to South  Florida and was  instrumental  in  establishing
Nations Fleet, an affiliated company of The Company.

     Angela Loehr Chrysler, Director

Angela Loehr Chrysler is vice president of Nationwide  Travel Services,  Inc. (a
UNIGLOBE Team Travel franchise and Nationwide's newest affiliated Company).  Ms.
Chrysler,  the daughter of chairman  and CEO Richard  Loehr,  is an  experienced
executive with an impressive professional background in sales and marketing. Ms.
Chrysler's  responsibilities  include all aspects of running a travel  business:
sales, management, finance, Web maintenance and training.

Ms. Chrysler began her professional  career in 1994 as a sales administrator for
L&W Engineering, an automotive engineering company.

In September  1996 until  December  2000,  Ms.  Chrysler was involved in medical
sales. She was first a territorial sales  representative  for RHEIN Medical,  an
ophthalmic instrument company with responsibility for managing approximately 300
accounts.  She subsequently became an independent  representative for Midwestern
STAAR in Cincinnati, Ohio. STAAR manufactures injectable intraocular lenses. Ms.
Chrysler managed approximately 250 STAAR accounts including all current accounts
covering Southern Michigan.

From January 2000 until September 2000, Ms. Chrysler was the regional  physician
sales  representative  for  Healtheon/WebMD,  an Internet  health  services  and
information   company   headquartered  in  Atlanta,   Georgia.   Ms.  Chrysler's
responsibilities included in-service training for nurses and staff in the use of
the WebMD Web site and its services.  Her territory included  approximately five
counties in Michigan with over 6,000  accounts.  Ms. Chrysler left WebMD to help
found Nationwide Travel Services.

Ms.  Chrysler  holds  a  Bachelor  of  Science  degree  from  Florida   Atlantic
University.

     Dick Chrysler, Director

Dick Chrysler was elected to the United States House of Representatives in 1994.
He was one of only four  people in the  entire  Congress  with a  background  in
manufacturing.  He  introduced  the  first  bill on the  first  day in the 104th
Congress that began the "Contract with America."

In 1976, Dick, beginning in his living room founded Cars & Concepts which became
Livingston County's largest employer with over 1,200 employees. In 1986, he sold
Cars & Concepts to his employees. At that time the company had manufactured over
one million vehicles for General Motors, Ford, and Chrysler Corporation, and 60%
of all the  convertibles in the world were produced by Dick's company.  He has a
number of patents in the automotive industry.

Dick ran for  Governor of the state of Michigan in 1986 and lost by 60,000 votes
in a state of 6 million voters in his first attempt at elected office.  He built
a church for the First Presbyterian  Church of Brighton.  Then started a company
that builds  police  vehicles  called  Cruisers with his two sons Rick and Phil,
which they still own and operate today. Dick is currently President of The Ideal


<PAGE>



Group,  a minority owned steel company that has doubled it's size to $75,000,000
in the last year.

Dick is a member of the board of directors of the Michigan  National  Bank,  and
vice chairman of Cleary College.

     Robert Fason, Director

Robert Fason is a member of Nationwide's board of directors,  he is Nationwide's
national sales manager and the Company's  undisputed  top producer.  Mr. Fason's
rise within Nationwide is unprecedented in the history of the Company. Mr. Fason
joined  Nationwide in 1997 following a successful  six-year career with National
Safety  Associates  (NSA),  including  membership on the  company's  President's
Advisory Council and Executive  Committee.  For ten years,  prior to joining NSA
Mr. Fason was a dairy farmer in Mount Vernon, Arkansas.

     Les Whitaker, Director

Les  Whitaker  is a member  of  Nationwide's  board of  directors,  as well as a
regional director and member of Nationwide'  prestigious  Chairman's  Circle. He
received  the  Company's  Platinum  Presidential  Award as  recognition  for his
financial  success.  From 1982 until 1997, Mr. Whitaker was a successful  direct
marketing  distributor  for Amway  Corporation.  He later  became the number one
producer  in the  United  States  for  Jewelway  International  serving  as that
company's  national  sales  trainer.  Mr.  Whitaker  holds a Bachelor of Science
degree  and  a  Master's  degree  in  Civil   Engineering  from  Oklahoma  State
University. He began his professional career as a partner in a highly successful
engineering consulting firm.


Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a  registered  class of the  Company's  equity  securities,  to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities  of the  Company  on  Forms  3,  4,  and 5,  respectively.  Executive
officers, directors and greater than 10% shareholders are required by Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's  knowledge,  Mr. Nichols  comprising all of the Company's
executive  officers,  directors  and greater than 10%  beneficial  owners of its
common Stock, have complied with Section 16(a) filing requirements applicable to
them during the Company's most recent fiscal year.


ITEM 10. Executive Compensation

     The following table sets forth the cash and non-cash  compensation  paid by
the Company to its Chief Executive Officer and all other executive  officers for
services rendered.  No salaries are being paid at the present time, and will not
be paid unless and until there is  available  cash flow from  operations  to pay
salaries.  There were no grants of options or SAR grants given to any  executive
officers during the last fiscal year.



<PAGE>



Annual Compensation

<TABLE>
<CAPTION>
                                                 SUMMARY COMPENSATION TABLE

                                       Annual Compensation                           Long-Term Compensation
-----------------------------------------------------------------------------------------------------------------------------
          (a)            (b)        (c)        (d)         (e)        (f)         (g)        (h)               (i)
                                                          Other    Restricted  Securities
                                                         Annual      Stock    underlying    LTIP
  Name and Principal                                   Compensa-   Award(s)    options/   Payouts
       Position          Year   Salary ($)  Bonus ($)   tion ($)      ($)      SARS (#)     ($)     All Other Compensation ($)
----------------------------------------------------------------------------- -----------------------------------------------
<S>                     <C>       <C>        <C>         <C>         <C>         <C>       <C>               <C>
    Richard Loehr,      1999      $0         $0          $0          0           0         $0                $0
President, Chairman &   2000      $0         $0          $0          0           0         $0                $0
         CEO            2001      $0         $0          $0          0           0         $0                $0

                        1999
                        2000      $0         $0          $0          0           0         $0                $0
  Douglas J. Borr,      2001      $0         $0          $0          0           0         $0                $0
        Vice President,           $52,000    $0          $0          0           0         $0                $0

   Lynda M. Davis,      1999      $0         $0          $0          0           0         $0                $0
   Vice President &     2000      $0         $0          $0          0           0         $0                $0
      Secretary         2001      $52,000    $0          $0          0           0         $0                $0

                        1999      $0         $0          $0          0           0         $0                $0
  Carol Boozer, Vice    2000      $0         $0          $0          0           0         $0                $0
President & Treasurer   2001      $44,200    $0          $0          0           0         $0                $0
</TABLE>


ITEM 11. Securities Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the beneficial
ownership  of the shares of Common  Stock of the  Company as of the date of this
disclosure(1),  by (i)  each  person  who is  known  by  the  Company  to be the
beneficial  owner of more than five percent  (5%) of the issued and  outstanding
shares of common  stock,  (ii) each of the  Company's  directors  and  executive
officers, and (iii) all directors and executive officers as a group.

Name and Address        Number of Shares     Percentage Owned(1)
----------------        ----------------     ----------------
Richard Loehr.            2,000,000               80%

Officers and Directors
as a Group                2,000,000               80.00%
 ------------
(1)  Table is based on current  outstanding  shares of 2,500,000 as of March 15,
     2001.

ITEM 12. Certain Relationships and Related Transactions

     Nationwide  controls  the  supply of  products  and  services  through  the
affiliated  operating  companies  owned and operated by Nationwide  chairman and
chief executive officer, Richard Loehr.




<PAGE>


Team Nationwide Products, Inc.,

* Team Nationwide  Products,  Inc. f/k/a Loehr's Auto Consulting,  Inc. provides
products  jewelry,  nutritional  products,  car  care  products,  and  telephone
services to Nationwide. This affiliated company is also responsible for training
materials, and for the Nationwide apparel line.

Nationwide Automotive, Inc.

* Nationwide  Automotive,  Inc.,  f/k/a  Nation's  Auto Fleet  provides  support
services to The Nationwide  Companies.  Services and products include automotive
sales and leasing, warranties, and financing.

Nationwide Travel Services, Inc.

* The  Nationwide  Companies  offers  travel  and  vacation  plans  through  its
wholly-owned  subsidiary  Nationwide  Travel  Services,  Inc.  This company is a
franchisee of UniGlobe Travel. Nationwide Insurance Group, Inc.

* The Nationwide Companies recently established Nationwide Insurance Group, Inc.
to design innovative insurance products for the Company. These products,
provided by an A+ rated US insurance company, include critical care, Medicare,
dental, health and term life insurance and are an important component in the
Company's product mix.


ITEM 13. Exhibits and Reports On Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:


<TABLE>
<S>            <C>
Exhibit No.    Description
-----------    ----------------------------------------------------
3(i).1         Articles  of  Incorporation  filed  November 18,  1999(1)

3(ii).1        By-laws(1)

4.2            Agreement For The Exchange Of Common Stock(2)

10.1           The Nationwide Companies, Inc. Lease of its headquarters at 4350 Oakes Road,
               Suite 512, Davie, Florida, 33314.
----------------
</TABLE>
(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10- SB originally filed with the SEC on December 21, 1999.

     (b) The Company filed a Form 8-K on January 12, 2001,  with the  Securities
and Exchange  Commission to disclose the  consummation of a Reverse  Acquisition
and  Reorganization  of such date. An 8-K Amendment  was  subsequently  filed on
March 6, 2001, incorporating the Audited Consolidated Financials of the combined
entities.  The Company  filed an Amendment  to its Form 8-K on May 11, 2001,  to
correct the Effective Date of the Share Exchange Agreement to December 28, 2000,
and a subsequent Amendment was later filed in June , 2001, to correct inaccurate
terms within the same Agreement.



<PAGE>


                                   SIGNATURES
                                   ----------


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



                         THE NATIONWIDE COMPANIES, INC.
                                  (Registrant)


Date:      June 8, 2001      By: /s/ Richard L. Loehr
                              -----------------------------------
                               Richard L. Loehr, Chairman & CEO

Date:      June 8, 2001      By: /s/ Lynda M. Davis
                              -----------------------------------
                               Lynda M. Davis, Vice President and Secretary


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


     Date            Signature                          Title
-------------    -----------------                    ---------

June 8, 2001     By:  /s/ Richard L. Loehr
                     --------------------------
                       Richard L. Loehr                Chairman of the Board

June 8, 2001     By: /s/ Angela Loehr Chrysler
                     --------------------------
                       Angela Loehr Chrysler           Director

June 8, 2001     By: /s/ Richard Chrysler
                     --------------------------
                        Richard Chrysler               Director

June 8, 2001     By: /s/ Robert Fason
                     --------------------------
                        Robert Fason                   Director

June 8, 2001     By: /s/ Les Whitaker
                     --------------------------
                        Les Whitaker                   Director


<PAGE>