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

                                   Form 10-KSB
                                   Amendment 1

(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                                       65-0962627
-----------------------------------                 ---------------------------
(State or other jurisdiction                        (IRS Employer
   of incorporation)                                        Identification No.)


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


Registrant's telephone number, including area code:           (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)

Copy of Communications to:
                                   Mintmire & Associates
                                   265 Sunrise Avenue
                                   Suite 204
                                   Palm Beach, FL 33480
                                   (561) 832-5696




<PAGE>



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 include  the  Company's  Lease to its Davie,
Florida  offices  which  was not  available  at the  time of the  filing  of the
original  10KSB,  and to correct the ages of Mr.  Richard Loehr and Angela Loehr
Chrysler to reflect their true and correct ages at the time of the filing of the
original 10 KSB and this Amendment.













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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 300,000 Shares
of Common Stock of the Company.  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

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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..

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. In addition, the company issued to
Mr. Richard L. Loehr,  2,000,000  shares in exchange for services.  Total issued
and  outstanding  stock after  effecting  the Share  Exchange  Agreement and the
issuance of shares to Mr. Loehr 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

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and services including car care products,  dietary and nutritional  supplements,
personal care jewelry and stained glass.

Nationwide offers two benefit packages:

     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.

     B) 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:

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



                                        6

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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.

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:

o    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.

o    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.



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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.

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

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

o    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

o    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.

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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 300,000 Shares
of Common Stock of the Company.  The  reorganization is being accounted for as a
reverse acquisition.


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

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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 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.

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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.

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.

                                       11

<PAGE>





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.  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

                                       12

<PAGE>



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 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.

                                       13

<PAGE>



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:


                                       14

<PAGE>




                          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, CPA

January 17, 2001


                                      F-1


<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>





<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
</TABLE>

Pro forma Tax (Unaudited):

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

<TABLE>
<S>                                                              <C>                         <C>
 Income (loss) from operations before income tax                 $528,829                    ($1,084,705)

Provision for Income Tax *                                              0                              0

Net Income                                                       $528,829                    ($1,084,705)

Basic earnings (loss) per share                                     $0.21                         ($0.43)
</TABLE>

* No  provision  for income tax in year 2000  because of the loss carry  forward
from 1999.
  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 STATEMENT OF SHAREHOLDERS' DEFICIT
                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 CASH FLOWS
                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                     166,179                 66,302
                    liabilities
                    Increase in revenue received in advance                    2,689,483              3,218,972
                         Total adjustments                                       498,546                926,395

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

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                                            $110,000
          equity                                                                      -
</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.

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.


                                       24

<PAGE>



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  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.


                                       25

<PAGE>





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

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

                                       26

<PAGE>



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
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

                                       27

<PAGE>



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.

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                   All Other
                                          Salary    Bonus   Compensa-   Award(s)     options/         LTIP     Compensation
Name and Principal Position     Year       ($)      ($)     tion ($)       ($)       SARS (#)     Payouts ($)      ($)
<S>                            <C>    <C>           <C>         <C>          <C>           <C>         <C>            <C>
                               1999        $0       $0          $0           0             0           $0             $0
Richard Loehr, President,      2000        $0       $0          $0           0             0           $0             $0
      Chairman & CEO           2001        $0       $0          $0           0             0           $0             $0


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

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

                               1999        $0       $0          $0           0             0           $0             $0
      Carol Boozer,            2000        $0       $0          $0           0             0           $0             $0
Vice 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.




                                       28

<PAGE>



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.

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:



                                       29

<PAGE>


<TABLE>
<CAPTION>
Exhibit No.    Description
-----------    ----------------------------------------------------
<S>      <C>   <C>
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.

*        Filed herewith

     (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.



                                       30

<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:  May 11, 2001   By: /s/Richard L. Loehr
                         -----------------------------------
                                  Richard L. Loehr, Chairman & CEO

Date:  May 11, 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


May 11, 2001      By: /s/Richard L. Loehr
                  -----------------------------------
                   Richard L. Loehr,                 Chairman of the Board

May 11, 2001      By: /s/Angela Loehr Chrysler
                  -----------------------------------
                   Angela Loehr Chrysler,            Director

May 11, 2001      By: /s/Richard Chrysler
                  -----------------------------------
                   Richard Chrysler,                 Director

May 11, 2001      By:/s/Robert Fason
                  -----------------------------------
                   Robert Fason,                     Director

May 11, 2001      By: /s/ Les Whitaker
                  -----------------------------------
                   Les Whitaker,                     Director

                                       31

<PAGE>