U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                    FORM 10-KSB

(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, 2002

                                         OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                           COMMISSION FILE NUMBER: 0-29113

                          POINT GROUP HOLDINGS, INCORPORATED
                (Exact name of registrant as specified in its charter)

              Nevada                                      54-1838089
(State or jurisdiction of incorporation               (I.R.S. Employer
           or organization)                          Identification No.)

   2240 Shelter Island Drive, Suite 202 San Diego, California      92106
          (Address of principal executive offices)               (Zip Code)

                Registrant's telephone number:  (619) 269-8692

     Securities registered pursuant to Section 12(b) of the Act: None

      Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, $0.001 Par Value

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days.  Yes           No     X     .

     Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not 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 [  ].

     The Registrant had revenues of $202,234 for the fiscal year
ended on December 31, 2002.  The aggregate market value of the
voting stock held by non-affiliates of the Registrant as of March
10, 2003: $11,918.  As of March 10, 2003, the Registrant had
283,571,449 shares of common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one):
Yes   No    X.

                                TABLE OF CONTENTS

PART I                                                                PAGE

     ITEM 1.  BUSINESS                                                   3

     ITEM 2.  PROPERTIES                                                19

     ITEM 3.  LEGAL PROCEEDINGS                                         19

     ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS         19

PART II

     ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS                           20

     ITEM 6.  PLAN OF OPERATION                                         22

     ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA               31

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE                    32

PART III

     ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT        33

     ITEM 10.  EXECUTIVE COMPENSATION                                   34

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT                                    36

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           37

     ITEM 13.  CONTROLS AND PROCEDURES                                  38

     ITEM 14.  EXHIBITS, REPORTS ON FORM 8-K, AND
               INDEX TO FINANCIAL STATEMENTS                            39

SIGNATURES                                                              41

CERTIFICATION                                                           41

PART I.

ITEM 1.  BUSINESS.

Business Development.

     Point Group Holdings, Incorporated ("Registrant") was formed
in Delaware in June 1997 under the name SyCo Comics and
Distribution Inc. and is the successor to a limited partnership
named SyCo Comics and Distribution formed under the laws of the
Commonwealth of Virginia on January 15, 1997, by Sy Robert Picon
and William Spears, the co-founders and principal shareholders of
the Registrant. On February 17, 1999, SyCo Comics and Distribution
Inc. changed its name to Syconet.com, Inc.  With the filing of
Articles of Merger with the Nevada Secretary of State on April 12,
2002, the Registrant was redomiciled from Delaware to Nevada, and
its number of authorized common shares was increased to
500,000,000.  On November 21, 2002, the Registrant amended its
articles of incorporation changing its name to Point Group
Holdings, Incorporated.  On March 5, 2003, the Registrant again
amended its articles of incorporation so that (a) an increase in
the authorized capital stock of the Registrant can be approved by
the Board of Directors without shareholder consent; and (b) a
decrease in the issued and outstanding common stock of the
Registrant (a reverse split) can be approved by the Board of
Directors without shareholder consent.

Business of the Registrant.

(a)  General

     The Registrant is a holding company that through its
subsidiaries provides management services to businesses that have
an operating history and can substantiate future performance in
their respective industries.

     The Registrant participates in companies in various field of
business by providing executive level management assistance as
well as arranging for and contributing capital investment.
Potential ventures are evaluated based on the ability of the
business to be viable and reach significant milestones set forth
in their business plans through strong intellectual property
rights and experienced management.  The Registrant also
continually seeks out and evaluates investment opportunities that
have the potential of earning reasonable returns.  The Registrant
also plans to raise capital for the purposes of permitting it to
state new ventures and make investments in portfolio companies
that it believes are attractive based upon its investment criterion.

     The Registrant consults in ventures that have at least a two
operating history or can substantiate future performance and a
need for experienced managerial assistance.  Identifying and
developing each new business opportunity may require the
Registrant to dedicate certain amounts of financial resources,
management attention, and personnel, with no assurance that these
expenditures will be recouped.  Similarly, the selection of
companies and the determination of whether a company offers a
viable business plan, an acceptable likelihood of success and
future profitability involves inherent risk and uncertainty.

     The three subsidiaries, AmCorp Group, Inc., Naturally Safe
Technologies, Inc. and Prima International, LLC (itself a
subsidiary of Naturally Safe) have been fully integrated into the
Registrant's existing business and the company now provides
consulting services, develops, markets and distributes numerous
consumer products.  These products range from pet-care aids to
plant supplements and nutriceuticals.

(b)  Products

     The Registrant develops and manufactures a variety of
consumer products that range from plant preservatives to
deodorizers to nutritional supplements and exercise equipment.
The products have wide spread applications and have proven to be effective.

Season's Greenings

     The Registrant developed and manufactures a patented product
called Season's Greenings Christmas Tree Preservative (see
Exhibit 99.2 of this Form 10-KSB).  Season's Greenings is not a
conventional fire retardant, fire proofing, or flame resistant
chemical. Instead, the product assists trees to naturally absorb
and retain water. The Registrant's focus is on treating trees
after they are cut, although the product will also work when
applied to the ground around planted trees. The Registrant
expects trees to be treated at the time of cutting or at a later
period, such as the point of sale or before set-up in the end
consumer's home or business.

     All Christmas trees require water. An average Christmas tree
will absorb a gallon of water or more in the first 24 hours and
approximately a quart a day thereafter. Water is necessary to
prevent the tree from dehydrating and the needles from falling. A
dry tree is a fire hazard. Once a consumer erects the tree, he or
she must provide an ample water supply. Season's Greenings is a
powder additive that is designed to be dissolved in the water
provided to the erected tree. The dissolved ingredients in our
product are drawn into the Christmas tree's vascular system,
which channels water and nutrients within the plant.  This
process rehydrates the tree and helps maintain proper moisture
levels. The result is a tree that holds its needles, remains
fragrant, and retains its natural fire resistance.  Company
management is unaware of any other Christmas tree preservative
whose formula, mode of action, and/or efficiency is comparable
Season's Greenings.

     The principal active ingredient in the product is cross-
linked polyacrylamide. This chemical is widely used in industry
and agriculture as a soil amendment, for erosion control, and in
biological and chemical research in polyacrylamide gel
electrophoresis. Polyacrylamide is manufactured and sold in very
large quantities for use in agriculture and erosion control.
Production is measured in hundreds of thousands of tons (see
www.watersorb.com). The Registrant's consumption is very small by
comparison (less than one ton per 100,000 units sold). In
addition to our principal supplier, JRM Chemical in Cincinnati,
Ohio (www.soilmoist.com), this material is available from a
number of U.S.-based suppliers, including Polymers, Inc. of Hot
Springs, Arkansas (watersorb.com) and Castle International
Resources of Sedona, Arizona (www.hydrosource.com).

     The patent describes and protects a process for the
perfusion of the tissues of a Christmas tree (or other cut plant
part) with a chemical substance that enhances the water-retention
capabilities of plant parts so treated. Further, the process
prevents the formation of a "sap seal" over the exposed cut
surface of the base of the tree, thereby tending to keep the
vascular system open for active transport of water into the tree.

     Treated cut Christmas trees demonstrate an extended useful
service life, remaining green, fresh smelling, and pliant
typically well into late January, if given a continuous supply of
water. Because of increased hydration, treated trees exhibit an
enhanced degree of fire resistance.

     This patented technology gives Season's Greenings Christmas
Tree Preservative a very considerable competitive advantage over
other products in the market, none of which can demonstrate
comparable results. The patent was issued on October 17, 2000 for
the standard term of 17 years.

Odora

     Odora is an odor controller designed to eliminate the
unpleasant smells associated with any part of a consumer's life
ranging from pet smells and skunks to boat bilges and sewage
holding tanks in recreational vehicles and motor homes. The
liquid solution is directly applied to the affected area and
eliminates the offensive odors on contact. The product works by
breaking down certain components and by stimulating the growth of
naturally occurring bacteria that accelerate the aerobic
breakdown of odor-causing components.

     Odora is also available in an 8-ounce spray bottle for home
use. The product eradicates odors of organic origin associated
with pets, strong-smelling foods and skunk attacks. Odora is made
with all natural ingredients of plant origin, is non-toxic to
children and pets, is environmentally safe and economical to use.

     The product was designed to eliminate odors of biological
origin, and does not effectively handle odors that are of
inorganic chemical origin.  Company management is presently
unaware of any competing odor control product whose modality of
operation relies totally on natural, non-toxic ingredients.

     The Registrant's assertions regarding this product are based
on well-known chemical principles. The principle is that in order
to eliminate the odor of organic chemical substances, e.g.
hydrogen sulfide, the odorous molecule must be converted to a
non-smelly substance by an oxidation-reduction reaction, often
with a strong acid or a strong base.

     Relatively high redux potentials are required to effectuate
this. On the other hand, complex and relatively more labile
compounds, such as the odor-causing chemicals in skunk spray and
cadaverine (the main odor-causing component of decomposing human
flesh) degrade relatively more easily than hydrogen sulfide.
Hence, the Registrant's product more readily attacks the complex
odorous organic chemicals than it does simple foul-smelling
inorganic chemicals.

     Simple, non-rigorous, uncontrolled tests have generally
confirmed the outcome described above. Since the efficacy, profile
described above was well documented from the beginning, it will
have no effect on marketing plans. There is a significant market
for products that deal effectively with odors from pet food and
other sources.

Zoom

     The Registrant is currently manufacturing Zoom, the first
all natural liquid Ephedra (a natural herb that enhances
alertness and awareness as well as counteracting fatigue and
drowsiness) spray.  Using advanced technology and all natural
ingredients, Zoom is a mixture of natural ingredients in a spray form.

     The Registrant purchases high grade, natural herbs from
established sources in Mainland China, which are delivered
directly to the Registrant and kept in special sealed vats and
drums. The herbs are guaranteed to be pure and can withstand any
FDA tests.

     Doctor Michael Samuels is the only person with the
Registrant who has access to the herbs.  When the Registrant is
ready to mix products, Doctor Samuels supervises the mixing
efforts.  Final products are shipped to Florida for bottling,
labelling, and packing. The product is then palletized and
shipped to the distributors warehouse in Arizona.

Bathe 'N CarryT

     This patented product (see Exhibit 99.3 to this Form 10-KSB)
allows cats to be transported, bathed, held still for
examinational purposes or to administer medication. Research has
shown that cats feel comfortable, calm down within seconds of
being placed inside this carrying case.  The wire frame is
restrictive enough to allow for safe handling of the feline and
yet allows enough movement for the cat not to feel trapped or in
any way threatened. This product has been introduced to large
pet-supply chain stores

     Cats have minds of their own, which is one of the things we
love about them. But our whiskered pets' independent streak can
also drive us "Crazy" at times, like when we're trying to make
Kitty hold still for a bath or flea dip at home or for a
veterinary exam.

     A carrying case made of vinyl-coated wire, Bathe 'N CarryTM
can be used as a conventional carrier to transport pets to the
groomer or veterinarian.  Then, once there, the cat remains
inside the case, where it can be bathed, dipped, groomed,
examined, inoculated or medicated while under restraint,
eliminating the problem of scratching or biting.  Now these
procedures can even be done easily at home.

     The secret is in the Bathe 'N CarryT case's patented design,
which features very widely spaced wire "hoops."  The open spaces
provide easy access to the animal, allowing virtually any type of
medical or hygienic treatment to be administered while the cat is
inside the case. The case allows for fingers and hands to touch
the animal without the cat fighting back.

     The open design also prevents the animal from feeling
confined, thereby minimizing stress. "The cat is restrained, yet
it feels comfortable and secure," said Dennis Ferber, director of
sales and marketing of Prima International LLC, the licensee that
manufactures the Bathe 'N CarryT case for CraZy Cat. "Bathe 'N
CarryT is a more gentle, less stressful method of administering
treatments to pets than any other restraining device currently in use."

     Although designed for cats and kittens up to 20 lb., the
Bathe 'N CarryT case can also be used for other pets, including
small dogs and puppies. The carrier works equally well for home
grooming and medication as it does in a professional setting.

     The uses of Bathe 'N CarryT are virtually endless including
flea treatments, brushing, blow drying, clipping nails, and
giving pills," said Jim Moore. "It's a valuable tool for keeping
animals healthier, better-groomed, and free of fleas because no
longer does the owner put off treatment out of reluctance to
"struggle" with their pet."

     Cat owners won't have to struggle to get their pet inside
the case, either, thanks to Bathe 'N Carry'sT modular design. The
case consists of a contoured wire upper piece and two removable,
flat floor pieces. You simply slip the upper piece over your
pet's body, and then slide the floor pieces in from both ends,
for fast, easy, non-traumatic restraint.

     The Bathe 'N CarryT case is such a simple solution that it
could only have been developed by CraZy Cat, the new feline
division of CraZy Dog, a company known for its fun and innovative
approach to merchandising pet products.  Like all items in the
CraZy Cat and CraZy Dog lines, Bathe 'N CarryT features bold,
eye-popping packaging with a colorful pet cartoon character.

     The Bathe 'N CarryT case itself is bright turquoise and
purple, much more attractive and warm-looking than traditional
"steely" wire pet carriers

This product can be used for:

     - Bathing
     - Blow Drying
     - Flea Dipping
     - Flea Powdering
     - Transporting
     - Manicuring
     - Medicating
     - Examining

     Bathe 'N CarryT is designed for kittens and cats up to
approximately twenty pounds, but it is equally effective for many
fur-bearing pets, such as puppies and small dogs.

Handi Gym

     This small-patented device (which consist of two patents:
see Exhibits 99.4 and 99.5 to this Form 10-KSB) takes advantage
of adjustable resistance with the turn of a knob to provide the
user with a self-contained mini exercise machine that can be
easily stored in a drawer, bag, or purse. Rotating handles offer
unlimited applications for an unbelievable workout of the upper
body, including muscle groups in the chest, shoulders, arms,
forearms, and wrists.

     Furthermore, it offers the elderly and partially disabled
individual (e.g. stroke victims) the opportunity to work in the
safety of his/her home and isolate muscle groups that need
strengthening and flexibility. There are several models of this
product currently available. Due to its potential application as
a rehabilitation tool, the Registrant is seeking endorsement from
the Medicare administration for use in physical therapy centers
and as a prescription items at the disposal of physicians.
Patented HANDI-GYMr is an upper body exerciser that is
lightweight, portable, hand-held, and targets more than 80
individual muscles of the arms, hands, shoulders, upper back and chest.

     HANDI-GYMr features a full range of variable resistance
power settings that challenge the user as strength increases.
Push, pull, twist, turn, or rotate depending upon which muscles
you want to work. Easily adjust and set each of three resistance
tabs during the workout for a multitude of increased or decreased
tension settings.  With no springs or elastic bands, tension is
constant, resulting in the application of equal resistance to
opposing muscle groups including but not limited to the chest,
upper back, triceps,  forearms, and shoulders.

Pain Relief

     Thousands of years of actual use in the Far East lend
credence to the use of Chinese herbal preparations that are
vastly superior to any currently available over the counter
topical pain reliever. This product is fully developed and can be
applied as a spray or in the form of a patch. The Pain Relief
formula relies on the analgesic power of those Chinese herbs
rather than the ineffective high concentrations of menthol and
camphor that characterize the other products that are presently
available to the public. In addition to dozens of physicians'
offices and pain centers, Pain Relief has been successfully used
at Loma Linda University and Cedars Sinai Hospital.

     Traditional Chinese medicine, the greatest treasure of
ancient China, has been rooted deeply in Chinese life. Its
effectiveness has been proven over the millennia; thus, it has
stood the test of time.

     Traditional Chinese medicine is founded on Qi, which is
regarded as the vital force or the energy influencing our health.
Qi travels in the meridians of the body and nourishes the
muscles, joints and bones, so does the blood in the vessels. If
Qi and blood are insufficient, stagnated, or blocked, the most
common symptom is the feeling of pain. Several Chinese herbs,
along with acupuncture, have been found to relieve pain.

     KING CARE was originated from a classic herbal formula more
than one thousand years old.  After some minor alterations, it
was widely used in China and has become a household remedy for
pain of the muscles, joints, and bones.

     Among many Chinese herbs, besides natural menthol and
camphor, there are Radix Gentianae Macrophyllae, Radix Angelicae
Sinensis, Radix Ledebouriellae, etc.  Most importantly, KING CARE
is extracted from all Chinese herbs. It is a natural product, but
contains no "chemicals."

Topical Fast Relief of Arthritis Pains

     Arthritis is a chronic illness, particularly among the
elderly. About 80% of Americans will have some degree of
arthritis by the time they reach their seventieth birthday. The
most common complaints are the pain and stiffness of the joints.
The most affected areas are the hands, feet, and knees.

     KING CARE is an all-natural herbal formula specific for
arthritis, originated and depended upon for hundreds of years.
KING CARE provides relief of pains and discomfort of hands, feet,
and knees caused by arthritis.  It also relieves pains and aches
of muscles, joints, and bones that occur in daily life, sports,
and physical exertion.

     KING CARE contains more than ten different Chinese herbs
known for their improvement of local circulation and anti-
inflammatory action. Its effectiveness is usually noticed within
minutes. It does not stain clothing and is not greasy; it also
contains no animal by-products and is never tested on animals.

Topical Fast Relief of Pains In Sports

     SPORTS CARE is an all-natural herbal formula specific for
sport related injuries and proven in China for hundreds of years.
SPORTS CARE provides fast relief and soothing of tired, sore, and
strained muscles.  It also provides powerful relief of pains and
aches in muscles, joints, and bones that occur in daily life.

     SPORTS CARE is made from different Chinese herbs known for
their improvement of local circulation, soothing of the muscles
and topical pain relief.  It does not stain clothing, is not
greasy, contains no animal by-products and is never tested on animals.

Cutter Clip/Bag Opener

     This is a fully developed product made of plastic, and a
hidden, retractable and safe cutting blade that allows the user
to slice the bag by sliding the opener across the top, avoiding
the all-too-common problem of the contents flying all over the
place when the bag is forced or squeezed open. Once the bag is
open, the device also seals it back with a durable spring action
that clamps the sides of the bag together. This product comes in
two sizes and a variety of colors.

Inventory

     In its plans for expansion, the Registrant has decided to
use the just-in-time method of production and inventory
distribution, thereby, limiting the amount of inventory it keeps
to a bare minimum. Typical in the nutriceutical business is a
receipt of orders approximately two weeks in advance. This amount
of lead-time is ideal for just-in-time inventory planning, since
production, bottling, and shipping of the orders requires about
one week.

     Retail distributors are typically happy to take receipt of
items two or three days early. Therefore, the Registrant will
gear its production schedule around guaranteed orders, thus
producing in quantities according to specific demand.

     The just-in-time method of inventory planning and delivery
is a natural inventory management method because: the existing
and proposed products have an expiration date; retailers
typically wish for quick product delivery; and production
capabilities are expected to be enough to match orders up to a
high end of estimated sales.  The use of the just-in-time
inventory method eliminates the need for complex calculations
concerning the optimal use of space to store products.

Competition

     The Registrant has no detailed information concerning its
competitors in the Christmas tree preservative market, other than
to note that in management's conversations with retail Christmas
tree vendors, they were told that in their opinion the competing
products are ineffective. In the Registrant's opinion, its has
the only efficacious product on the market and hence expect
significant market penetration as it has funds to address new markets.

     In the nutriceutical industry there is competition on
several levels which are neatly divided into two distinct
categories within the industry: multinational nutriceutical
research and development companies who outsource their production
requirements or who have in-house manufacturing facilities, and
the small, independent nutriceutical producers.

     The multinational nutriceutical research and development
companies capitalize on their substantial research and
development capabilities. Their capital backing, brand
recognition, advertising capabilities, sales budgets, and
effective distribution channels keep their products on the
shelves and in consumers' minds.

     The smaller, independent nutriceutical manufacturers
typically have a minimal research and development function
consisting primarily of labs used to analyze products other
companies introduce. They are usually very small (less than 50
employees), and have limited manufacturing facilities. They
usually distribute locally or regionally, occasionally
maintaining a regional account in another part of the country.
These companies often compete on price due to the limited scope
of the their operations. Prima International fits into this
industry cluster of independent manufacturers.

Marketing

     The Registrant's marketing campaign is designed to generate
awareness of, and educate our targeted user groups about, the
products in their respective industries. The Registrant intends
to reach potential consumers, retailers and other distributors
through print advertising material, participating in trade
events, video presentations - tape and CD ROM, direct
Solicitation, and  Internet advertising.

     The products of the Registrant are principally marketed to
wholesale and retail distributors for retail sale to individual
purchasers. The sales of some of the products are in fact
seasonal in nature, specifically Season's Greenings, designed and
marketed for use with Christmas trees. However, as with most
Christmas products, sales begin in the early part of the year and
extend to the holiday season.

Print Advertising Material.

     The Registrant has developed material for use in printed
promotions. The Registrant utilizes pamphlets and flyers
containing product-specific information to disseminate in direct
mailings or in direct contact with potential purchasers and
suppliers. These handouts are designed to provide a brief
overview of the potential benefits of the products to generate
awareness of their capabilities and benefits. In addition, the
Registrant advertises its products in trade publications and
periodicals. The Registrant's advertisements are generally
similar to its flyers and pamphlets in design and content.

Trade Events.

     During the test marketing phase the Registrant attended five
industry-related trade shows during the summer of 2000 in the
following cities: Rochester, New York; Portland, Oregon; San
Martin, California; Greensboro, North Carolina; and St. Paul,
Minnesota. At each event, the Registrant maintained an exhibition
booth that prominently promotes our brand and the Season's
Greenings product. The booth features print advertising materials
for interested conventioneers. The booth was staffed with company
employees, who are able to assist visitors with questions
regarding the company and its products.  The Registrant believes
that trade shows are an important networking opportunity. The
Registrant intends to continue to attend such events to maximize
its marketing efforts, but until financing is secured by the
Registrant, it will be unable to do so.

Video Presentations - Tape and CD-ROM.

     The Registrant has developed two Season's Greenings
presentations containing our advertising and marketing materials.
The Registrant uses these media in presentations to prospective
customers, including retailers and individual consumers. The
video presentations educate users about the application and
potential benefits of the Season's Greenings Christmas tree
preservative. Additional video presentations will be produced to
support the sales and marketing of our new product offerings, as necessary.

Direct Solicitation.

     The Registrant has and will continue to use its staff and
resources to make direct sales calls on potential customers. The
Registrant will especially focus on direct marketing contacts
with independent and regional retail sellers. The Registrant's
direct involvement in marketing will both help to generate
potential sales and help to constantly re-evaluate its selling
basis and the effectiveness of the promotional message.

     In addition to the direct contacts with hundreds of
potential customers at five trade shows in the year 2000, the
company's staff has made direct sales calls with the operators of
43 Christmas tree lot operators in San Diego, Orange, and
Riverside, California counties. In addition, such persons have
made direct sales calls on five independent regional distributors
of Christmas trees in the same areas.

Internet Advertising.

     The Registrant has implemented and is generating new
business leads from its Internet site at
www.primainternational.biz.  The web site provides information
regarding the Registrant, as well as the Season's Greenings
product. The intention is to use the web site as a complementary
advertising medium and method for selling the Registrant's
products. The Internet allows the Registrant to disseminate
product information and respond to frequently asked questions
about our product. Our web site also serves as an e-commerce
mechanism. The Registrant has the ability to process sales
through the site. To date, the Registrant has sold a minimal
amount of the Season's Greenings Christmas tree formula over the
Internet, but the Registrant feels that this medium will prove to
provide a viable source of revenues in the future.

     On average, the Registrant receives 421 user hits per week.
This average is smoothed for the year, so it does not show the
increased volume of activity during the winter holiday months
which is the Registrant's peak season for Season's Greenings.
From late November through December, the Registrant has
experienced weeks with over 2,200 hits per week.

Target Markets.

The Christmas Tree Industry

     Based on the Registrant's own research and data provided by
the National Christmas Tree Association and various regional
Christmas tree growers associations, the Registrant is aware
that:

     Over 28 million natural Christmas trees are sold in the
United States each year (based on face-to-face and telephone
conversations with three of the principal Christmas tree growers
in the Pacific Northwest); most are produced on Christmas tree
farms concentrated in the Pacific Northwest, the upper mid-west,
the Carolinas and Georgia.

     The trees are distributed throughout the U.S. by thousands
of independently owned and operated tree lots and, increasingly,
through large nationwide grocery, hardware and home center chains.

     Freshly cut Christmas trees have seen increasing market
share go to artificial trees and live trees. A principal factor
in market share reduction has been a consumer fear of fire
hazards associated with live trees, coupled with the problem of
needle drop. Needle drop reduces the attractiveness of the tree
and makes after-Christmas cleanup an unwelcome chore.

Odor Control

     The control of odors in motor homes, recreational vehicles
and pleasure boats represents a serious, ongoing problem for the
owners of such vehicles. Products presently on the market, other
than that of the Registrant, are principally aimed at covering up
such odors rather than eliminating them, they are expensive and
widely perceived by consumers as only marginally effective.

The Cut Flower Industry

     According to the Society of American Florists, sales of cut
flowers in the United States were projected to exceed $16 billion
in the year 2000, continuing the steady growth trend in cut flower
sales over the past decade. Flowers imported into the United
States accounted for almost 70% of all domestic retail floral
sales. The transport time associated with imported flowers has
exacerbated the long-standing problem of product perishability in
the flower industry and increased the industry's need for products
and procedures, which can maximize the serviceable life of their product.

Nutriceuticals

     In introducing Zoom to the market, the Registrant has set
its objective at capturing a 1 to 5% local market share in the
twelve months following the product's rollout. In the longer
term, the company will seek to capture 1% of the national market
for each of its products within the next five years, combining
Zoom, Zyox, nicotine spray, and the moth-repellent.

     These objectives will be pursued through an aggressive pull
strategy of advertising and promotions aimed at end-users of the
Prima International products. This approach is designed to
stimulate demand at the retail level by promoting the products to
consumers who will then seek to find the specific products on the
shelves of the local retail stores.

     This strategy will be supplemented with a direct-sales push
aimed specifically at purchasing agents of high-quality chain
stores. This push strategy is intended to communicate a specific
message about the Prima International products -- that the
products will appeal to consumers more readily than products from
competitors who are unwilling or incapable of guaranteeing their
content. A secondary message aimed at retailers will emphasize
that Prima's products will be delivered more quickly and more
reliably than those of other competitors.

     Since many of the potential retailers being targeted are
familiar with similar products, Prima International will
emphasize the selling features of its products, such as high
quality, content, purity, ease of administration and method of
absorption.

     Finally, Prima International plans to use its growing
customer base in the first two years to slowly expand its market
concentration into other regions of the country. As the company
grows and the marketing budget increases, Prima International
will slowly capitalize on its brand recognition in it regional
base in order to increase marketing and promotions activities in
other regions and countries.

Marketing Objectives

     The Registrant intends to achieve its short-term objectives
through an aggressive strategy, involving heavy advertising and
promotions based on its themes of product quality, reliability,
and effectiveness. The longer-term objective will be met by
gradually relying more on brand identity and name recognition.

     The selling advantage of the Registrant is its ability to
induce both price-sensitive and value-oriented consumers to
purchase its products through clever promotions and packaging. It
hopes to use its expansion as a mechanism to amplify these
advantages substantially.

     While other companies are involved in the nutriceutical
business, the Registrant believes those companies have taken an
improper approach to packaging and promotion of their product.
Most independents have packaged their products by emphasizing
their name and by utilizing clever graphic designs, not
necessarily creating a better product or a product that is more
easily administered or better absorbed.

     The Registrant's market research, as well as some recent
articles in economics journals suggests that nutriceuticals are
one product type in which many consumers believe that the
products coming from well-known companies, e.g. The Good Earth,
are substantially different (i.e. better) from those from their
competitors.

     This line of thought has been well-promoted by large
multinational companies, and has fostered the impression from
consumers that products from major nutriceutical companies are
significantly better than their smaller competitors in their
ability to cure product-specific ailments. However, little has
been done by the independent producers to attempt to counter that
image. The Registrant is determined to prove that concept wrong.

     The Registrant believes that independent nutriceutical
companies are doing themselves a disservice by appealing to
customers' sensitivity to brand name or alleged content of active
natural substances alone.  The Registrant believes it can attract
a much more broad-based appeal if its packaging, labels and in-
store promotions are as quality-oriented as its large
counterparts, particularly if their stated content of those
substances is lower than what the label reflects or the emphasis
is on taste rather than content, a phenomenon that has been
consistently observed.

     The Registrant intends to sell its program of packaging and
promotions not only to consumers, but also to distributors as a
reason its value products will actually sell more than one of the
other independents'.  It believes that consumers notice the
higher quality, and are educated by the Registrant's labelling
and promotions.

Pricing Strategy

     Almost all of the independent companies tend to stay in the
same price ranges for their products, since variable costs such
as chemicals and raw materials tend to be consistent the world
over. Those competitors that substantially exceed the lower tier
price range or try to undercut it are not able to maintain a
competitive position for long.

     Those who undercut the lower price range set by the market
simply cannot sustain such a small profit margin. Likewise, those
who exceed the upper end of the range price themselves in the
tier where they compete with the high-end products from better
known and established manufacturers. As a result, sales plummet
because they cannot compete with the market leaders' advertising
and promotions efforts to establish loyalty to their particular brand.

     Thus, the Registrant believes that its pricing policy is
very much in line with the industry standard for the
independents.

Distribution Strategy

     The Registrant's distribution chain will involve the
following steps:

     First, the company will source the chemical and raw material
inputs from various suppliers on short-term contractual grounds
as needed. These transactions will be initially conducted
directly by the owners. In the future, they may need to be
brokered by a middleman who will shop the chemical and raw
materials markets as demand conditions dictate to find the best
prices for the Registrant.  As the Registrant begins to form more
industry relationships and as the company establishes a steady
production schedule, the supply channels are expected to become
more concrete and longer-term.

     Second, the Registrant will source its packaging and
labelling products in the same manner, where short-term needs
will be met as demand conditions dictate until a routine
operating schedule is in place. Bottles to contain Zoom, Zyox and
Odora will be ordered directly from the manufacturers as will the
cardboard boxes that will house cases of the end products.

     Third, the Registrant intends to use International Wholesale
Supply to distribute to retail chains. In order to keep inventory
to a bare minimum, the production schedule for the Registrant
products will be driven by new orders.  Prima International will
guarantee that the company can fill and deliver those orders
anywhere in the USA in 3 weeks or less.

Milestones

     The Registrant's current milestones are related to new
product deployment and sales. The following sets forth the
timeline for these deployments as well as the estimated costs
associated with them:



<TABLE>
<CAPTION>
<S>                          <C>             <C>          <C>        <C>         <C>
   Milestones                  Plan
Milestone                    Start Date      End Date     Budget     Manager     Department
Listing on Stock Market       3/14/02        3/31/03      $0         CEO         Admin
Launch Zyox                   6/1/02         7/31/03      $5,000     COO         Sales
Launch Lungsaver              7/1/02         8/31/03      $10,000    COO         Sales
Launch No-stink Moth Away     8/1/02         8/31/03      $8,000     COO         Sales
Launch Bag opener             9/1/02         12/1/03      $5,000     COO         Sales

Totals                                                    $28,000
</TABLE>


Future Products

     In addition to the current product line, the Registrant is
in the constant pursuit of developing and testing new products.
These have not yet been released, such releases being placed on
indefinite hold due to lack of funds for completion of packaging
and production of initial inventories. These products are:

Zyox

     Production for Zyox is set to begin shortly. A test-market
batch is ready. This is a combination of amino-acids and vitamins
to help the recovering addict replenish the building blocks of
neurotransmitters in the brain, liver and immune system that
months or years of alcohol or drug use and abuse have depleted.
Medical research offers ample documentation of the damage caused
by inadequate nutrition and chemical abuse. Zyox targets the
depleted and deficient organs that cannot recover, let alone
function normally unless those essential vitamins and amino acids
are supplied.  Due to its formula, Zyox will offer the recovering
addict not only those building blocks but also a smoother period
of withdrawal and a greatly increased chance of success in
maintaining abstinence.

     Zyox is provided in two forms. A slow-release capsule is to
be taken several times daily. A spray form provides a quick
booster for the individual whose craving for chemicals is
intense, thereby maximizing the effectiveness of this product.

     Our research has shown that products containing a fraction
of the vitamins and amino acids provided by Zyox are very popular
and report significant sales via the Internet. Zyox will appeal
not only to the individual fighting addictions, but also to
specialized treatment facilities. Thus, it will be produced in
two different packages for individual and institutional use.

     This recovery support protocol was formulated for two
entirely different groups:

     Those afflicted with the disease of substance addiction
(alcohol, drugs) and those who have tried to cut down or would
like to cut down on their alcohol consumption (problem drinkers).

     GOAL: To provide a nutriceutical compound that assists in
diminishing the negative physiological or psychological impact of
abrupt cessation of the use of alcohol and other mind-altering
substances. It is intended that our product will replace the use
of psychotropic drugs in the rehabilitation process, since these
drugs are expensive and have a multitude of side effects.

     Drugs and alcohol have inhibited and drastically altered the
natural functions of the abuser, hence, creating excessive
deficiencies. Our compound does not produce a drug response, but
rather assists the body's natural pathways, neurotransmitters and
enzymatic actions. In short, our formula replenishes and
balances.  It enhances the body's natural response to addiction.
It is 100% natural and totally non-addictive.  The removal of
one's "drug of choice" can put a person into clinical anxiety,
depression, confusion, frustration, irritability, and insomnia.
In addition, the individual is beset with uncontrollable
cravings. Most abusers have become woefully deficient in B
vitamins and Magnesium, all of which are required for the central
nervous system to function normally. Our compound helps
strengthen and restore the nervous system via an encapsulated
method or by an oral spray dispenser.

     Our compound is intended to accomplish the following

     Cravings: Craving can be greatly minimized with L-Glutamine

     Blood Sugar Balance: Chromium picolinate assists in
     balancing blood sugar levels and preventing hypoglycemia
     (low blood sugar.... major problem with alcoholics).

     Relaxation: Our amino acids; 5 HTP, Tyrosine and GABA all
     work, synergistically, to calm and relax, while also
     elevating the mood. Some medical practitioners use them in
     place of prescription drugs.

     Stress: Pantothenic acid is sometimes referred to as an
     anti-stress nutrient, because it plays a role in the
     function of the adrenal gland.

     Purifies: Nux voniica helps to detoxify the body.

     Liver Detoxification: Milk thistle is the primary herb for
     all liver diseases. It contains Silymarin and other
     substances that restore and protect liver function.

LungSaver

     This nicotine spray is in its final developmental phase.
Despite the claims of many groups that allege that nicotine is a
strongly addictive chemical in the same category as "hard drugs",
nowhere in the medical and research literature is there any
evidence that nicotine is damaging.  In fact, a recent study from
John Hopkins Hospital reveals that nicotine enhances the growth
of new blood vessels in the heart muscle, helping individuals
prone to heart attacks or who already have suffered from a heart
attack. Other studies suggest that nicotine can prevent or
ameliorate Parkinson's Disease and may have a similar effect on
Alzheimer's Disease.

     There are multiple forms of over the counter nicotine
products available to the public. The best known is chewing gum.
Chewing gum provides the user with different quantities of
nicotine, released as the gum is masticated. Other products like
nicotine water demand that the user carry an 8 or 16 ounce bottle
of water and consume the entire bottle in order to get the
nicotine equivalent to a cigarette. Our spray, on the other hand,
is a small device containing a pleasant combination of nicotine
in a concentrated form. All the user requires is a few sprays,
thus obviating the need to pack several bottles of water into
work, a restaurant, a public place, or an important meeting. The
spray bottle is small enough to be carried in a shirt pocket and
is virtually indistinguishable from a breath-refreshing product
to surrounding people. Only the user knows this is a safe form of nicotine.

NoStink-MothAway

     This moth repellent is being developed. Traditionally,
Middle Eastern countries have been weaving wool for millennia.
From generation to generation, the secret to keeping moths and
other fabric-eating insects at bay has been to spread a mixture
of different herbs and leaves at the bottom of the storage space.
These natural products release chemicals into the confined area
that makes it unsuitable for moths. In this country, that
principle is partially applied when closets are lined with cedar.
Unfortunately, unless the cedar lining is regularly sanded to
release the chemicals, it becomes totally ineffective. Moth balls
(paradichclorobenzene) do the job, but can be smelled not only by
the wearer of the particular garment but also by everyone else
who ventures to get within 10 feet of the mothballed clothing. In
addition, mothballs are very short lived. Our product takes
advantage of that proven method used in the Middle East to repel
moths without the unpleasant smell of the Western mothballs. The
product will be liquefied and packed in a container from which it
is gradually released over an extended period.

NS-18

     NS-18 is a liquid compound designed to extend the life of
cut flowers by 8 to 14 days, while maintaining their natural
color, texture, and fragrance. This statistic is based on
extensive in-house testing conducted by company technical
personnel. Double blind experiments have demonstrated that the
serviceable life of roses and other types of cut flowers has been
lengthened by that amount versus controls (untreated flowers of
the same variety). This will also help to reduce spoilage and
improve consumer satisfaction with flower purchases. The product
is sold as a concentrated solution that is added to water that
the flowers are kept in, acting to maintain the purity of that
water, the integrity of the plant's vascular tissues and the
water-holding capacity of the flowers. However, the product has
only been extensively tested on roses, daisies, phlox, larkspurs,
and certain lilies. There is no guarantee that it will be equally
effective on species that have not yet been tested.  Company
management is unaware of any flower life-extending product whose
formula, mode of action and/or efficacy is comparable to that of NS-18.

Prevent-It

     This product is a spray on shirt collar soil guard undergoing
development and testing.  The product appears to work extremely
well, but, presently, is too pungent.

ITEM 2.  PROPERTIES.

     The Registrant is provided office space without cost by a
shareholder of the company.    The facility is an 800 square foot
office that serves as the administrative offices for the
Registrant. All product development and manufacturing is done by
outsourcing throughout Arizona and southern California.  It
currently does not own any equipment at that location.

ITEM 3.  LEGAL PROCEEDINGS.

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

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     The Registrant's Board of Directors unanimously approved the
following by written consent of the Directors on December 3,
2001: (a)  approve an Agreement and Plan of Merger by and between
Syconet.com, Inc. (Delaware) and the newly incorporated
Syconet.com., Inc. (Nevada) (with a common stock par value of
$0.001); and (b) amend the Articles of Incorporation of the new
Nevada company to increase the authorized shares of that company
to 500,000,000.  The Registrant received the consent of a
majority of the outstanding shares of common stock for the
Registrant for such actions.  The filing of Articles of Merger,
which has the effect of redomiciling the Registrant to Nevada,
and the filing of a Certificate of Amendment of Articles of
Incorporation with the Nevada Secretary of State, were both filed
on April 12, 2002 (a date which is more than twenty days after
the filing of this Definitive Information Statement (Amendment
No. 1) with the Securities and Exchange Commission on March 5, 2002).

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     The Registrant's common stock began trades on the Over the
Counter Bulletin Board under the symbol "SYCD".  With the change
in the name of the Registrant to Point Group Holdings,
Incorporated, the symbol changed to "PGHI" on December 13, 2002.
The range of closing prices shown below is as reported by this
market.  The quotations shown reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not
necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2002

                                       High      Low

Quarter Ended December 31, 2001        .004      .0001
Quarter Ended September 30, 2001       .0001      .006
Quarter Ended June 30, 2001            .001      .0001
Quarter Ended March 31, 2001           .001      .0001

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2001

                                       High      Low

Quarter Ended December 31, 2001        0.03      0.01
Quarter Ended September 30, 2001       0.04      0.01
Quarter Ended June 30, 2001            0.07      0.02
Quarter Ended March 31, 2001           0.17      0.03

Holders of Common Equity.

     As of March 1, 2003, there were approximately 146
shareholders of record of the Registrant's common stock.

Dividend Information.

     The Registrant has not declared or paid a cash dividend to
stockholders since it became a corporation.  The Board of
Directors presently intends to retain any earnings to finance
Registrant operations and does not expect to authorize cash
dividends in the foreseeable future.  Any payment of cash
dividends in the future will depend upon the Registrant's
earnings, capital requirements and other factors.

Equity Securities Sold Without Registration.

     The Registrant made the following sales of unregistered
securities during the fiscal year ended December 31, 2002.

     (a)  On August 19, 2002, the Registrant issued 8,662,800
shares of common stock to Four Winds Associates as reimbursement
of certain expenses advanced by the Registrant on behalf of the
Registrant in the amount of $54,997 ($0.006 per share).

     (b)  On September 9, 2002, the Registrant issued 1,300,000
shares of common stock to Four Winds Associates as reimbursement
of certain additional expenses advanced by the Registrant on
behalf of the Registrant in the amount of $8,218 ($0.006 per share).

     (c)  On September 24, 2002, the Registrant issued a total of
78,300,000 shares of common stock to three individuals (two of
whom are directors of the Registrant) in connection with the
acquisition of all the issued and outstanding common stock of
AmCorp Group, Inc. under an acquisition agreement dated September 13, 2002.

     (d)  On December 10, 2002, the Registrant issued a total of
27,889,801 shares of common stock to a total of 64 individuals
and companies (a majority of which are accredited investors in
connection with the acquisition of all the issued and outstanding
common stock of Naturally Safe Technologies, Inc. under an
acquisition agreement dated October 31, 2002.

     No commissions were paid in connection with these issuances.
These issuances were undertaken under Rule 506 of Regulation D
under the Securities Act of 1933, as amended ("Act"), by the fact that:

     - the sales were made to a sophisticated or accredited
       investors, as defined in Rule 502;

     - the Registrant gave each purchaser the opportunity to ask
       questions and receive answers concerning the terms and
       conditions of the offering and to obtain any additional
       information which the Registrant possessed or could acquire
       without unreasonable effort or expense that is necessary to
       verify the accuracy of information furnished;

     - at a reasonable time prior to the sale of securities, the
Registrant advised each purchaser of the limitations on
resale in the manner contained in Rule 502(d)2;

     - neither the Registrant nor any person acting on its behalf
       sold the securities by any form of general solicitation or
       general advertising; and

     - the Registrant exercised reasonable care to assure that each
       purchaser of the securities is not an underwriter within the
       meaning of Section 2(11) of the Securities Act of 1933 in
       compliance with Rule 502(d).

ITEM 6. PLAN OF OPERATION.

     The following Plan of Operation should be read in
conjunction with the financial statements and accompanying notes
included in this Form 10-KSB.

Financial Overview.

     Since inception through December 31, 2002 the Registrant has
incurred losses resulting in an accumulated deficit at December
31, 2002 of approximately $8.5 million.  Currently, the
Registrant during the period of October 1, 2002 through December
31, 2002 has begun to implement its business model by acquiring
Naturally Safe Technologies, Inc. and its wholly owned subsidiary
Prima International, LLC in October, 2002.

Liquidity and Capital Resources.

     As of December 31, 2002 and 2001, the Registrant's cash
position was $22,530 and $0.00 respectively.

     Prior to 2002, the Registrant has funded its operations
primarily through private equity financing from accredited
investors pursuant to Regulation D, which is a limited offer and
sale of securities without registration under the Securities Act
of 1933.  During the twelve months of 2002, net cash provided by
financing was $322,072 as compared to $51,502 provided by
financing during the twelve months of 2001.

     The Registrant has made no provision for any current or
deferred U.S. federal, state income tax or benefit for any of the
periods presented.  The Registrant cannot provide an assurance as
to when profits will materialize, if at all.  Therefore, the
Registrant cannot predict when it can use the net operating loss
carry-forwards, which begin to expire in 2017, and which may be
subject to certain limitations imposed under Section 382 of the
Internal Revenue Code of 1986.  Due to the uncertainty concerning
the Registrant's ability to realize the related tax benefit, it
has provided a full valuation allowance on the deferred tax
asset, which consists primarily of net operating loss carry-
forwards ("NOL").  Because of an ownership change, the NOL's will
be substantially reduced.

     Net cash (used) in operations was $(292,228) during the 2002
compared to $(70,234) during the comparable period of 2001.  Net
cash provided by in investing activities was $(7,314) and $0 for
the same period of 2002 and 2001, respectively.

     Net cash provided in financing activities was $322,072 and
$51,502 for the same period of 2002 and 2001, respectively.  Net
increase in cash was $22,530 during 2002 compared to $0 during
2001, respectively.

     The Registrant's accompanying financial statements have been
prepared assuming that the Registrant will continue as a going
concern, which contemplates the recoverability of assets and the
satisfaction of liabilities in the normal course of business. The
Registrant is in the development stage and, accordingly, has not
yet generated a proven history of operations. Since its
inception, the Registrant has been engaged substantially in
financing activities and developing its product line, incurring
substantial costs and expenses. As a result, the Registrant
incurred accumulated net losses through the year ended December
31, 2002 of $8,557,563. In addition, the Registrant's development
activities since inception have been financially sustained by
capital contributions.  It is expected that with the addition of
acquisitions during 2003 the Registrant will develop cash flow in 2003.

Inflation.

     The Registrant's management does not believe that inflation
has had or is likely to have any significant impact on the
Registrant's operations.

Twelve-Month Plan of Operation.

(a)  Business Summary.

     The Registrant intends to function as a holding company which
through its subsidiaries (wholly owned and partially owned) to
provide management services to businesses that have an operating
history and can substantiate future performance in their
respective industries.

     The Registrant participates in companies in various fields of
business by providing executive-level managerial assistance as
well as arranging for and contributing capital investment.
Potential ventures are evaluated based on the ability of the
business to be viable and reach significant milestones set forth
in their business plans through strong intellectual property
rights and experienced management. The Registrant also continually
seeks out and evaluates investment opportunities that have the
potential of earning reasonable returns. The Registrant also has
plans to raise capital specifically for the purpose of permitting
it to start new ventures and make investments in portfolio
companies that it believes are attractive based upon its
investment criterion (see below for more details).

     The Registrant consults in ventures have at least a two-year
operating history and a need for experienced managerial
assistance.  Identifying and developing each new business
opportunity may require the Registrant to dedicate certain amounts
of financial resources, management attention, and personnel, with
no assurance that these expenditures will be recouped.  Similarly,
the selection of companies and the determination of whether a
company offers a viable business plan, an acceptable likelihood of
success and future profitability involves inherent risk and uncertainty.

(b)  Business Segments.

Management Services (Current).

     The Registrant's primary business segment is performing
management consulting services for emerging companies and
realizing a return on from those services through management fess
paid and stock appreciation.  The Registrant provides these
services through its wholly owned subsidiary AmCorp Group, Inc., a
Nevada corporation formed in June 2002.

     The services to be provided are most often geared towards
marketing, distribution, accounting, and finance.  These
management fees will be the primary source of revenue for the
Registrant and are negotiated based upon the level of
participation and the complexity of the services. However,
generally the monthly management fees range from $5,000 and
$20,000 per company and the payments are often a combination of
stock and cash.

     Since the Registrant will receive a portion of its revenue in
the form of stock, the revenue derived from stock appreciation is
realized when the shares of stock held by the Registrant are
judiciously sold either in the open market or by private
transaction.  As the Registrant expands its client base, the
turnover of stock will increase to a level whereby the Registrant
will have a monthly revenue stream from the strategic depletion of
its stock portfolio. Any dividends received from the investment
portfolio companies is considered ancillary to the investment
return and is not relied upon for the Registrant's operations.

     The Registrant plans to obtain least three clients per year
starting in 2003. These companies will be selected by the
Registrant's management based upon their qualifications, both
qualitative and quantitative. They must satisfy, at minimum, the
Registrant's client selection criterion as well as be considered
an attractive investment given the economic and capital market
conditions present at the time of evaluation.  Each company
selected will enter into a two-year consulting agreement with the
Registrant for the management services to be provided.

Acquisition of Operating Company (Current)

     In October 2002 the Registrant acquired its first operating
company, Naturally Safe Technologies, Inc. and its wholly owned
subsidiary Prima International, LLC these subsidiaries reported
revenue of $148,816 at the close of December 31, 2002.

     Both Naturally Safe Technologies, Inc. and Prima
International, LLC will continue to grow their sales of their five
current products and the development of new products with the
added management and capital from the parent company during 2003.

Small-business Lending (Proposed Activity).

     The Registrant plans to enter into the small-business lending
market by acting as a broker/underwriter for loans qualified
emerging companies for between $25,000 and $5,000,000. The loans
are generally used for accounts receivable, inventory, real
estate, purchase order financing, rediscount, SBA Loans,
construction, and equipment. The interest rates on the loans will
vary based upon the financial qualifications of the borrowing
entity and amount borrowed. The Registrant will receive a
commission on brokered loans and interest revenue on any directly
financed loans.  The Registrant projects an anticipated average of
$6,000,000 of brokered transactions and $500,000 of direct finance
loans per year once its fully operational (fiscal year 2005).

     The small-business lending is not only intended to produce
recurring income for the Registrant, but it will also provide a
steady flow of potential clients that the Registrant can evaluate
for client selection.  The Registrant has several lending
institutions that it will use for its brokered deals, with the
primary lender being Alliance Bank in Culver City, California.
The funding for this venture will come from the accumulated
earnings of the Registrant and/or from capital raised in a public
offering of the Registrant's common stock.

(c)  Management Criteria

     The Registrant has a management team strategy that allows it
to evaluate its potential portfolio companies independent from
each other to determine their suitability. This strategy imposes
the following criterion on potential portfolio companies:

     1.  An operating history of at least two complete fiscal
         years, or net income of greater than $200,000 for the
         previous fiscal year, or future potential revenue that
         management considers important, or net assets of
         $1,000,000 or greater;

     2.  A need for experienced managerial assistance to further
         its business plan; and

     3.  A desire to realize growth by use of higher outside
         management.

Risk Factors Connected with Plan of Operation.

(a)  Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive.

     The Registrant has had limited prior operations to date.
Since the Registrant's principal activities recently have been
limited to organizational activities, and seeking new business
ventures, it has no recent record of any revenue-producing
operations.  Consequently, there is only a limited operating
history upon which to base an assumption that the Registrant will
be able to achieve its business plans.  In addition, the
Registrant has only limited assets.  As a result, there can be no
assurance that the Registrant will generate significant revenues
in the future; and there can be no assurance that the Registrant
will operate at a profitable level.  Accordingly, the Registrant's
prospects must be considered in light of the risks, expenses and
difficulties frequently encountered in connection with the
establishment of a new business.

     The Registrant has incurred losses from operations: $646,939
for the year ended December 31, 2001, and $885,163 for the year
ended December 31, 2002.  At December 31, 2002, the Registrant
had an accumulated deficit of $8,589,016.  This raises
substantial doubt about the Registrant's ability to continue as a
going concern.

(b)  Need for Additional Financing May Affect Operations and Plan
of Business.

     Current funds available to the Registrant will not be
adequate for it to be competitive in the areas in which it
intends to operate.  The Registrant's continued operations, as
well as the implementation of its business plan, therefore will
depend upon its ability to raise additional funds through bank
borrowings, equity or debt financing.  The Registrant estimates
that it will need to raise up to approximately $500,000 over the
twelve months from December 31, 2002 for these purposes.

     There is no guarantee that these funding sources, or any
others, will be available in the future, or that they will be
available on favorable terms.  In addition, this funding amount
may not be adequate for the Registrant to fully implement its
business plan.  Thus, the ability of the Registrant to continue
as a going concern is dependent on additional sources of capital
and the success of the Registrant's business plan.  Regardless of
whether the Registrant's cash assets prove to be inadequate to
meet the Registrant's operational needs, the Registrant might
seek to compensate providers of services by issuance of stock in
lieu of cash.

     If funding is insufficient at any time in the future, the
Registrant may not be able to take advantage of business
opportunities or respond to competitive pressures, any of which
could have a negative impact on the business, operating results
and financial condition.  In addition, if additional shares were
issued to obtain financing, current shareholders may suffer a
dilutive effect on their percentage of stock ownership in the Registrant.

(c)  No Assurance of Protection of Proprietary Rights May Affect
Ability to Manufacture Products.

     The Registrant's success and ability to compete will be
dependent in part on the protection of its patents, trademarks,
trade names, service marks and other proprietary rights.  The
Registrant intends to rely on trade secret and copyright laws to
protect the intellectual property that it plans to develop, but
there can be no assurance that such laws will provide sufficient
protection to the Registrant, that others will not develop a
service that are similar or superior to the Registrant's, or that
third parties will not copy or otherwise obtain and use the
Registrant's proprietary information without authorization.  In
addition, certain of the Registrant's know-how and proprietary
technology may not be patentable.

     The Registrant may rely on certain intellectual property
licensed from third parties, and may be required to license
additional products or services in the future, for use in the
general operations of its business plan.  The Registrant
currently has no licenses for the use of any specific products.
There can be no assurance that these third party licenses will be
available or will continue to be available to the Registrant on
acceptable terms or at all.  The inability to enter into and
maintain any of these licenses could have a material adverse
effect on the Registrant's business, financial condition or
operating results.

     There is a risk that some of the Registrant's products may
infringe the proprietary rights of third parties.  In addition,
whether or not the Registrant's products infringe on proprietary
rights of third parties, infringement or invalidity claims may be
asserted or prosecuted against it and it could incur significant
expense in defending them.  If any claims or actions are asserted
against the Registrant, it may be required to modify its products
or seek licenses for these intellectual property rights.  The
Registrant may not be able to modify its products or obtain
licenses on commercially reasonable terms, in a timely manner or
at all.  The Registrant's failure to do so could have a negative
affect our business and adversely our revenues.

(d)  Product Errors Could Affect Impact Business of the Registrant.

     The Registrant develops products that are complex, and the
products it produces may contain undetected errors when first
introduced or when new updated versions are released to the
marketplace.  Despite the Registrant's rigorous product testing
procedures and testing by current and potential customers, it is
possible that errors will be found in new products or upgrades
after commencement of commercial shipments.  The occurrence of
product defects or errors could result in adverse publicity,
delay in product introduction, diversion of resources to remedy
defects, loss of or a delay in market acceptance, claims by
customers against us, or could cause us to incur additional
costs, any of which could adversely affect our business.

(e)  Dependence on Outsourced Manufacturing May Affect Ability to
Bring Products to Market.

     The risks of association with outsourced manufacturers are
related to aspects of these firms' operations, finances and
suppliers.  The Registrant may suffer losses if the outside
manufacturer fails to perform its obligations to manufacture and
ship the product manufactured.  These manufacturers' financial
affairs may also affect the Registrant's ability to obtain
product from these firms in a timely fashion should they fail to
continue to obtain sufficient financing during a period of
incremental growth.  The Registrant intends to maintains a strong
relationship with these manufacturers to ensure that any issues
they may face are dealt with in a timely manner

(f)  No Assurance of Market Acceptance May Affect Ability to Sell Products.

     There can be no assurance that any products successfully
developed by the Registrant or its corporate collaborators, if
approved for marketing, will ever achieve market acceptance.  The
Registrant's products, if successfully developed, may compete
with a number of traditional products manufactured and marketed
by major e-commerce and technology companies, as well as new
products currently under development by such companies and
others.  The degree of market acceptance of any products
developed by the Registrant or its corporate collaborators will
depend on a number of factors, including the establishment and
demonstration of the efficacy of the product candidates, their
potential advantage over alternative methods and reimbursement
policies of government and third party payors.  There can be no
assurance that the marketplace in general will accept and utilize
any products that may be developed by the Registrant or its
corporate collaborators.

(g)  Substantial Competition May Affect Ability to Sell Products.

     The Registrant may experience substantial competition in its
efforts to locate and attract customers for its products.  Some
competitors in its industry have greater experience, resources,
and managerial capabilities than the Registrant and may be in a
better position than the Registrant to obtain access to attract
customers.  There are a number of larger companies that will
directly compete with the Registrant.  Such competition could
have a material adverse effect on the Registrant's profitability
or viability.

     The Registrant's current and future competitors may develop
products or systems that may be comparable or superior to those
developed by it or adapt more quickly than it to new
technologies, evolving industry standards or customer
requirements.  Increased competition could result in price
reductions, reduced margins and loss of market share, any or all
of which could have a material adverse effect on our business,
financial condition, results of operations and prospects.

(h)  Government Regulations May Affect the Ability of the
Registrant to Operate.

     Because the Registrant intends to sell its products
internationally, as well as domestically, it must comply with
federal laws that relate to the export and applicable foreign
government laws regulating the import of our products.  However,
the federal government may rescind these approvals at any time.

     Additionally, the Registrant may apply for export approval,
on a specific case by case  basis, for specific future products.
It is possible that the Registrant will not receive approval to
export future products on a timely basis, on the basis we
request, or at all.  As a result of government regulation of its
products, the Registrant may be at a disadvantage when competing
for international sales with foreign companies not subject to
these restrictions.

     Various aspects of the Registrant's business are subject to
governmental regulation in the United States and other countries
in which it operates.  Failure to comply with such regulation may,
depending upon the nature of the noncompliance, result in the
suspension or revocation of any license or registration at issue,
the termination or loss of any contract at issue or the imposition
of contractual damages, civil fines or criminal penalties.  The
Registrant has experienced no material difficulties in complying
with the various laws and regulations affecting its business.

(i)  Other External Factors May Affect Viability of Registrant.

     The industry of the Registrant in general is a speculative
venture necessarily involving some substantial risk.  There is no
certainty that the expenditures to be made by the Registrant will
result in commercially profitable business.  The marketability of
its products will be affected by numerous factors beyond the
control of the Registrant.  These factors include market
fluctuations, and the general state of the economy (including the
rate of inflation, and local economic conditions), which can
affect peoples' spending.  Factors that leave less money in the
hands of potential customers of the Registrant will likely have
an adverse effect on the Registrant.  The exact effect of these
factors cannot be accurately predicted, but the combination of
these factors may result in the Registrant not receiving an
adequate return on invested capital.

(j)  Control by Officers and Directors Over Affairs of the
Registrant May Override Wishes of Other Stockholders.

     The Registrant's officers and directors beneficially own
approximately 58% of the outstanding shares of the Registrant's
common stock.  As a result, such persons, acting together, have
the ability to exercise significant influence over all matters
requiring stockholder approval.  In addition, all decisions with
respect to the management of the Registrant will be made
exclusively by the officers and directors of the Registrant.
Investors will only have rights associated with stockholders to
make decisions that affect the Registrant.  Accordingly, it could
be difficult for the investors hereunder to effectuate control
over the affairs of the Registrant.

     Therefore, the success of the Registrant, to a large extent,
will depend on the quality of the directors and officers of the
Registrant.  Accordingly, no person should invest in the
Registrant unless he is willing to entrust all aspects of the
management of the Registrant to the officers and directors.

(k)  Loss of Any of Current Management Could Have Adverse Impact
on Business and Prospects for Registrant.

     The Registrant's success is dependent upon the hiring and
retention of key personnel.  None of the Registrant's officers
and directors currently has employment or non-competition
agreements with the Registrant.  Therefore, there can be no
assurance that these personnel will remain employed by the
Registrant.  Should any of these individuals cease to be
affiliated with the Registrant for any reason before qualified
replacements could be found, there could be material adverse
effects on the Registrant's business and prospects.  The
Registrant's success will also be highly dependent on its ability
to attract and retain qualified employees.

(l)  Limitations on Liability, and Indemnification, of Directors
and Officers May Result in Expenditures by Registrant.

     The bylaws of the Registrant and the Nevada Revised Statutes
generally provide for permissive indemnification of officers and
directors and the Registrant may provide indemnification under
such provisions.  Any indemnification of directors, officer, or
employees, could result in substantial expenditures being made by
the Registrant in covering any liability of such persons or in
indemnifying them.

(m)  Potential Conflicts of Interest May Affect Ability of
Officers and Directors to Make Decisions in the Best Interests of
Registrant.

     The officers and directors have other interests to which
they devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to
the business of the Registrant. As a result, certain conflicts of
interest may exist between the Registrant and its officers and/or
directors that may not be susceptible to resolution.  All of the
potential conflicts of interest will be resolved only through
exercise by the directors of such judgment as is consistent with
their fiduciary duties to the Registrant.  It is the intention of
management, so as to minimize any potential conflicts of
interest, to present first to the board of directors of the
Registrant, any proposed investments for its evaluation.

(n)  Non-Cumulative Voting May Affect Ability of Shareholders to
Influence Registrant Decisions.

     Holders of the shares are not entitled to accumulate their
votes for the election of directors or otherwise. Accordingly,
the holders of a majority of the shares present at a meeting of
shareholders will be able to elect all of the directors of the
Registrant, and the minority shareholders will not be able to
elect a representative to the Registrant's board of directors.

(o)  Absence of Cash Dividends May Affect Investment Value of
Registrant's Stock.

     The board of directors does not anticipate paying cash
dividends on the shares for the foreseeable future and intends to
retain any future earnings to finance the growth of the
Registrant's business. Payment of dividends, if any, will depend,
among other factors, on earnings, capital requirements, and the
general operating and financial condition of the Registrant, and
will be subject to legal limitations on the payment of dividends
out of paid-in capital.

(p)  No Assurance of Continued Public Trading Market and Risk of
Low Priced Securities May Affect Market Value of Registrant's Stock.

     There has been only a limited public market for the
common stock of the Registrant.  The common stock of the
Registrant is not currently traded on any exchange.  As a result,
an investor may find it difficult to dispose of, or to obtain
accurate quotations as to the market value of the Registrant's
securities. In addition, the common stock is subject to the low-
priced security or so called "penny stock" rules that impose
additional sales practice requirements on broker-dealers who sell
such securities.  The Securities Enforcement and Penny Stock
Reform Act of 1990 requires additional disclosure in connection
with any trades involving a stock defined as a penny stock
(generally, according to recent regulations adopted by the U.S.
Securities and Exchange Commission, any equity security that has
a market price of less than $5.00 per share, subject to certain
exceptions), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations
governing low-priced or penny stocks sometimes limit the ability
of broker-dealers to sell the Registrant's common stock and thus,
ultimately, the ability of the investors to sell their securities
in the secondary market.

(q)  Shares Eligible For Future Sale.

     Approximately 165,000,000 shares of common stock that are
controlled directly or indirectly by affiliates of the Registrant
have been issued in reliance on the private placement exemption
under the Securities Act of 1933.  Such shares will not be
available for sale in the open market without separate
registration except in reliance upon Rule 144 under the
Securities Act of 1933.  In general, under Rule 144 a person (or
persons whose shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at least one
year, including persons who may be deemed affiliates of the
Registrant (as that term is defined under that rule) would be
entitled to sell within any three-month period a number of shares
that does not exceed the greater of 1% of the then outstanding
shares of common stock, or the average weekly reported trading
volume during the four calendar weeks preceding such sale,
provided that certain current public information is then
available.  If a substantial number of the shares owned by these
shareholders were sold pursuant to Rule 144 or a registered
offering, the market price of the common stock could be adversely affected.

Forward Looking Statements.

     The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act
of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934,
as amended, including statements regarding, among other items,
the Registrant's business strategies, continued growth in the
Registrant's markets, projections, and anticipated trends in the
Registrant's business and the industry in which it operates.  The
words "believe," "expect," "anticipate," "intends," "forecast,"
"project," and similar expressions identify forward-looking
statements.  These forward-looking statements are based largely
on the Registrant's expectations and are subject to a number of
risks and uncertainties, certain of which are beyond the
Registrant's control.  The Registrant cautions that these
statements are further qualified by important factors that could
cause actual results to differ materially from those in the
forward looking statements, including, among others, the
following: reduced or lack of increase in demand for the
Registrant's products, competitive pricing pressures, changes in
the market price of ingredients used in the Registrant's products
and the level of expenses incurred in the Registrant's
operations.  In light of these risks and uncertainties, there can
be no assurance that the forward-looking information contained
herein will in fact transpire or prove to be accurate.  The
Registrant disclaims any intent or obligation to update "forward
looking statements."

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December
31, 2002, and for the year ended December 31, 2001 are presented
in a separate section of this report following Item 14.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

     (a)  Effective on August 19, 2002, the independent
accountant who was previously engaged as the principal accountant
to audit the Registrant's financial statements, Smith &
Registrant, was dismissed.  This dismissal was approved by the
Board of Directors.  This firm audited the Registrant's financial
statements for the fiscal year ended December 31, 2001.  This
firm's report on these financial statements was modified as to
uncertainty that the Registrant will continue as a going concern;
other than this, the accountant's report on the financial
statements for that period neither contained an adverse opinion
or a disclaimer of opinion, nor was qualified or modified as to
uncertainty, audit scope, or accounting principles.

     During the Registrant's two recent fiscal years and the
subsequent interim period preceding such dismissal, there were no
disagreements with the former accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.  In addition, there
were no "reportable events" as described in Item
304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred
within the Registrant's most recent fiscal year and the
subsequent interim period preceding the former accountant's dismissal.

     (b)  Effective on August 19, 2002, the firm of George
Brenner, C.P.A was engaged to serve as the new principal
accountant to audit the Registrant's financial statements.  The
decision to retain this firm was approved by the Board of
Directors.  During the Registrant's two most recent fiscal years,
and the subsequent interim period prior to engaging that
accountant, neither the Registrant nor someone on its behalf
consulted the newly engaged accountant regarding any matter.

     (c)  Effective on February 17, 2003, Mr. Brenner resigned.
This accountant never performed any auditing functions for the
Registrant.

     During the Registrant's most recent fiscal year and the
subsequent interim period preceding such resignation, there were
no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.  In addition, there
were no "reportable events" as described in Item
304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred
within the Registrant's most recent fiscal year and the
subsequent interim period preceding the former accountant's resignation.

     (d)  Effective on March 30, 2003, the firm of Beckstead and
Watts, LLP has been engaged to serve as the new principal
accountant to audit the Registrant's financial statements.  The
decision to retain this accountant was approved by the Board of
Directors.  During the Registrant's two most recent fiscal years,
and the subsequent interim period prior to engaging this
accountant, neither the Registrant (nor someone on its behalf)
consulted the newly engaged accountant regarding any matter.

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.

Officers and Directors.

     The names, ages, and respective positions of the directors,
executive officers, and key employees of the Registrant are set
forth below; there are no other promoters or control persons of
the Registrant. The directors named below will serve until the
next annual meeting of the Registrant's stockholders or until
their successors are duly elected and qualified.  Directors are
elected for a one-year term at the annual stockholders' meeting.
Officers will hold their positions at the will of the board of
directors, absent any employment agreement.  There are no
arrangements, agreements or understandings between non-management
shareholders and management under which non-management
shareholders may directly or indirectly participate in or
influence the management of the Registrant's affairs.  The
directors and executive officers of  the Registrant are not a
party to any material pending legal proceedings and, to the best
of their knowledge, no such action by or against them has been threatened.

     On September 12, 2002, Gary Borglund and Richard Nuthmann
resigned as directors of the Registrant (after appointing the
current directors).

John Fleming, President/Secretary/Director

     Mr. Fleming, age 54, was the managing partner of AFI
Capital, LLC, a venture capital company, located in San Diego,
California for the past 5 years (before joining the Registrant in
September 2002).  Before AFI Capital, Mr. Fleming managed Fleming
& Associates, a business-consulting firm that provided services
to companies looking to create business plans and/or review
current plans in order to move forward with fund raising from
both private and public sectors.

I. Matt Sawaqed, Director

     Mr. Sawaqed, age 44, became the executive vice president and
General Manager of KENT North America, a manufacturer and
distributor of confectionary products, in 1995.  Within 18 months
after joining this firm, KENT's products were represented in over
20,000 retail stores.

     In 1999, Mr. Sawaqed became president and CEO of Solutions
by Magnasoft Inc., a mobile asset-management software company.
He was hired to arrange the required funding and guide the
company from research and development to a fully developed
commercial product.  In just over one year, this company
successfully launched its products.

     In 2001, Mr. Sawaqed joined Mytee Products, Inc. as a part-
time management consultant. In January 2002, he came on board
full-time and assumed the positions of CEO and a director.
Mark Crist, Director

     Mark Crist, 44, has a widely varied background in business
development. In 1979, he founded Manufacturer's Revenue Service,
a commercial collection agency located in Tustin, California. In
1984 he negotiated the sale of that business to a division of Dun
& Bradstreet and thereafter left to become a partner in the
marketing services firm of Jay Abraham & Associates. In 1985, he
founded the Computer Trivia Fan User Group (CTFUG) as a public
benefit, non-profit organization to promote the playing of online
trivia contests. Since 1996, Mr. Crist has held the position of
President and CEO of GamesGalore.com, Incorporated. That company
supplies Trivia contest content to users of America Online, and
since its founding has asked in excess of 300,000 trivia
questions of in excess of 1.5 million AOL users. The company's
live, chatroom-format games have proven to be one of the most
popular features of the AOL service with many of its members. Mr.
Crist is an alumnus of California State University at Northridge.

Compliance with Section 16(a) of the Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934
requires the Registrant's directors,  certain officers and
persons holding 10% or more of the Registrant's common stock to
file reports regarding their ownership and regarding their
acquisitions and dispositions of the Registrant's common stock
with the Securities and Exchange Commission ("SEC").  Such
persons are required by SEC regulations to furnish the Registrant
with copies of all Section 16(a) forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during
fiscal 2002, and certain written representations from executive
officers and directors, the Registrant is aware that the
following required reports were not timely filed: (a) Form 3's
for John Fleming and I. Matt Sawaqed (both of which have been
prepared and filed with the SEC); and (b) Form 3 for Mark Crist,
which is in the process of being prepared for filing.  The
Registrant is not aware of any other such required reports that
have not been timely filed.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth certain information relating
to the compensation paid by the Registrant during the last three
fiscal years to the Registrant's Chief Executive
Officer/President.  No other executive officer of the Registrant
received total salary and bonus in excess of $100,000 during the
fiscal year ended December 31, 2002 and for the two prior years.

                       Summary Compensation Table.


<TABLE>
<CAPTION>
<S>            <C>       <C>     <C>        <C>             <C>       <C>            <C>      <C>
                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
   (a)          (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)

John Fleming,   2002       -       -         -            $100,000         -             -         -
President

Gary Borglund,
Former
president (1)   2002       -       -         -                -            -             -         -

William Spears,
former CEO (2)  2001       -       -         -                -            -             -         -
                2000    $175,308   -         -                -       500,000            -         -

Gary Fox,
former
President (3)   2001        -      -         -                -             -            -         -

Sy R. Picon,
former CEO (4)  2000    $153,752   -         -                -             -            -         -
</TABLE>


(1)  Mr. Borglund was appointed president on April 28, 2001 and
resigned on September 12, 2002.

(3)  Mr. Spears was appointed CEO in June 2000 and resigned on
April 28, 2001.

(4)  Mr. Fox was appointed President on April 28, 2001 and
resigned on January 21, 2002.

(4)  Mr. Picon resigned as CEO in June 2000.

     Directors of the Registrant who are also employees do not
receive cash compensation for their services as directors or
members of the committees of the Board of Directors.  All
directors may be reimbursed for their reasonable expenses
incurred in connection with attending meetings of the Board of
Directors or management committees.

Employment Contracts.

     The Registrant has not entered into any written employment
agreement with its former or current directors or officers.
Other Compensation.

     (a)  There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Registrant in the event of retirement at normal retirement date
as there was no existing plan as of December 31, 2001 provided
for or contributed to by the Registrant.

     (b)  On July 1, 2002, the Registrant adopted a Non-Employee
Directors and Consultants Retainer Stock Plan; 5,550,000 shares
were issued under this plan after December 31, 2001.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock
as of March 10, 2003 (283,571,449  issued and outstanding) by (i)
all shareholders known to the Registrant to be beneficial owners
of more than 5% of the outstanding Common Stock; (ii) each
director and executive officer; and (iii) all officers and
directors of the Registrant as a group.  Except as may be
otherwise indicated in the footnotes to the table, each person
has sole voting power and sole dispositive power as to all of the
shares shown as beneficially owned by them.

Title of Class Name and Address                  Amount and Nature   Percent of
                  of Beneficial Owner (1)          of Beneficial       Class
                                                     Owner (2)

Common Stock   John Fleming                       131,320,000          46.31%
               2240 Shelter Island Drive
               Suite 202
               San Diego, CA 92106

Common Stock   I. Matt Sawaqed                     32,320,000          11.40%
               2240 Shelter Island Drive
               Suite 202
               San Diego, CA 92106

Common Stock   Damon Fleming                       15,660,000           5.52%
               2240 Shelter Island Drive
               Suite 202
               San Diego, CA 92106

Common Stock   Mark Crist                           1,750,000           0.62%
               2240 Shelter Island Drive
               Suite 202
               San Diego, CA 92106

Common Stock   Shares of all directors and        165,390,000         58.32%
               executive officers as a group (3
               persons)

(1)  Except as noted, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially
owned by them.

(2)  None of these security holders has the right to acquire any
amount of the shares within sixty days from options, warrants,
rights, conversion privilege, or similar obligations.
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the last two fiscal years, there have not been any
transactions that have occurred between the Registrant and its
officers, directors, and five percent or greater shareholders
other than as set forth below:

     (a)  On February 1, 2001 and March 30, 2001, the Registrant
sold a total of 3,825,000 shares of common stock to three
sophisticated investors, two of which were the then current
directors of the Registrant (Messrs. Spears and Hineline), for a
total consideration of $51,502.

     (b)  On July 11, 2001, the Registrant entered into a
consulting services agreement with Richard Nuthmann (see Exhibit
4.10 to this Form 10-KSB).  Under this agreement, Mr. Nuthmann is
to provide services in connection with assisting in due diligence
and evaluation of acquisition candidates for the Registrant.  Mr.
Nuthmann was paid a total of 300,000 shares of free trading common
stock of the Registrant, registered under a Form S-8, in February 2002.

     (c)  On July 11, 2001, the Registrant entered into a
consulting services agreement with Gary Borglund (see Exhibit 4.11
to this Form 10-KSB).  Under this agreement, Mr. Borglund is to
provide services in connection with general business consulting.
Mr. Borglund was paid a total of 1,500,000 shares of free trading
common stock of the Registrant, registered under a Form S-8, in
February 2002.

     (d)  On July 11, 2001, the Registrant entered into a
consulting services agreement with Richard Epstein (see Exhibit
4.12 to this Form 10-KSB).  Under this agreement, Mr. Epstein is
to provide services in connection with general business
consulting.  Mr. Epstein was paid a total of 750,000 shares of
free trading common stock of the Registrant, registered under a
Form S-8, in February 2002.

     (e)  On September 17, 2001, the Registrant issued 10,000,000
shares of restricted common stock to Four Way Associates, Inc. as
reimbursement for expenses of the Registrant paid by Four Way in
the amount of $20,000.  There is no written documentation on this
transaction.

     (f)  On September 13, 2002, the Registrant entered into an
acquisition agreement with the shareholders of AmCorp Group,
Inc., a privately held Nevada corporation.  Under the terms of
this agreement, on the closing date, the parties exchanged common
stock on a 1-for-1 basis, with AmCorp selling to the Registrant
all of its issued and outstanding shares.  Mr. Fleming served as
the authorized representative of the shareholders of AmCorp.

     (g)  On October 31, 2002, the Registrant entered into an
acquisition agreement with the shareholders of Naturally Safe
Technologies, Inc., a privately held Nevada corporation.  Under
the terms of this agreement, on the closing date, the parties
exchanged common stock on a 1-for-1 basis, with Naturally Safe
exchanging with the Registrant all of its issued and outstanding
shares.  Messrs. Fleming and Sawaqed were shareholders of
Naturally Safe.

     (h)  The Registrant is provided office space without cost by
Mr. Fleming.  The facility is an 800 square foot office that
serves as the administrative offices for the Registrant.

     For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what is
in the best interests of the Registrant and its shareholders.  In
addition, in each case the interested affiliate did vote in favor
of the transaction; however, the full board of directors did make
the determination that the terms in each case were as favorable as
could have been obtained from non-affiliated parties.

     Certain of the officers and directors of the Registrant are
engaged in other businesses, either individually or through
partnerships and corporations in which they have an interest,
hold an office, or serve on a board of directors.  As a result,
certain conflicts of interest may arise between the Registrant
and its officers and directors.  The Registrant will attempt to
resolve such conflicts of interest in favor of the Registrant.
The officers and directors of the Registrant are accountable to
it and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in
handling the Registrant's affairs.  A shareholder may be able to
institute legal action on behalf of the Registrant or on behalf
of itself and other similarly situated shareholders to recover
damages or for other relief in cases of the resolution of
conflicts is in any manner prejudicial to the Registrant.

ITEM 13.  CONTROLS AND PROCEDURES.

Controls and Procedures.

(a)  Evaluation of disclosure controls and procedures.

     Within the 90 days prior to December 31, 2002, the Registrant
carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to
Rule 13a-14 under the Securities Exchange Act of 1934 ("Exchange
Act").  This evaluation was done under the supervision and with
the participation of the Registrant's President and Chief
Financial Officer. Based upon that evaluation, they concluded that
the Registrant's disclosure controls and procedures are effective
in gathering, analyzing and disclosing information needed to
satisfy the Registrant's disclosure obligations under the Exchange Act.

(b)  Changes in internal controls.

     There were no significant changes in the Registrant's
internal controls or in its factors that could significantly
affect those controls since the most recent evaluation of such controls.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") recently
issued Financial Reporting release No. 60, "Cautionary Advice
Regarding Disclosure About Critical Accounting Policies" ("FRR
60"), suggesting companies provide additional disclosure and
commentary on their most critical accounting policies.  In FRR
60, the SEC defined the most critical accounting policies as the
ones that are most important to the portrayal of a company's
financial condition and operating results, and require management
to make its most difficult and subjective judgments, often as a
result of the need to make estimates of matters that are
inherently uncertain.  Based on this definition, the Registrant's
most critical accounting policies include: non-cash compensation
valuation that affects the total expenses reported in the current
period.  The methods, estimates and judgments the Registrant uses
in applying these most critical accounting policies have a
significant impact on the results the Registrant reports in its
financial statements.

ITEM 14.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.

Exhibits.

     Exhibits included or incorporated by reference in this
document are set forth in the Exhibit Index.

Reports on Form 8-K.

     The following reports on Form 8-K were filed during the last
quarter of the fiscal year covered by this report:

     (a)  An amended Form 8-K filed on November 5, 2002 to
     include the letter from Smith & Company, the prior
     independent accountant for the Registrant, regarding its
     agreement with the statements made by the Registrant in the
     amended Form 8-K in response to Item 304(a)(1) of Regulation S-B.

     (b)  A Form 8-K filed on November 13, 2002 to disclose that
     on October 31, 2002 the Registrant entered into an
     acquisition agreement with the shareholders of Naturally
     Safe Technologies, Inc., a privately held Nevada corporation.

Index to Financial Statements.

                                                                     Page

Independent Auditor's Report                                           43

Consolidated Balance Sheet as of
December 31, 2002                                                      44

Consolidated Statements of Operations for the years ended
December 31, 2002 and December 31, 2001                                45

Consolidated Statement of Changes in Stockholders' Equity
for the years ended December 31, 2002 and December 31, 2001            46

Consolidated Statements of Cash Flows for the years ended
December 31, 2002 and December 31, 2001                                48

Notes to Consolidated Financial Statements                             50

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                        Point Group Holdings, Incorporated


Dated: April 14, 2003                   By: /s/ John Fleming
                                        John Fleming, President

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated:

Signature                    Title                            Date

/s/  John Fleming          President/Director               April 14, 2003
John Fleming

/s/  I. Matt Sawaqed       Director                         April 14, 2003
I. Matt Sawaqed

/s/  Mark Crist            Director                         April 14, 2003
Mark Crist

                                  CERTIFICATION

I, John Fleming, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Point
Group Holdings, Incorporated;

2.  Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the Registrant as of, and for,
the periods presented in this annual report;

4.  I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the Registrant and have:

(a)  designed such disclosure controls and procedures to
ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to me
by others within those entities, particularly during the
period in which this annual report is being prepared;

(b)  evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
"Evaluation Date"); and

(c)  presented in this annual report my conclusions about
the effectiveness of the disclosure controls and procedures
based on my evaluation as of the Evaluation Date;

5.  I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's
board of directors (or persons performing the equivalent functions):

(a)  all significant deficiencies in the design or operation
of internal controls which could adversely affect the
Registrant's ability to record, process, summarize and
report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves
management or other employees who have a significant role in
the Registrant's internal controls;

6.  I have indicated in this annual report whether there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: April 14, 2003                           /s/ John Fleming
                                                John Fleming, President

                           BECKSTEAD AND WATTS, LLP
                         Certified Public Accountants
                            3340 Wynn Rd., Ste. B
                             Las Vegas, NV 89102
                                 702.257.1984

                         INDEPENDENT AUDITORS' REPORT

Board of Directors
Point Group Holdings, Incorporated
San Diego, California

We have audited the Balance Sheet of Point Group Holdings,
Incorporated (the "Company"), as of December 31, 2002, and the
related Statements of Operations, Stockholders' Equity, and Cash
Flows for the year then ended.  These financial statements are
the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statement presentation.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit
provides a reasonable basis for opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the balance sheet of
Point Group Holdings, Incorporated, as of December 31, 2002, and
its related statements of operations, equity and cash flows for
the year then ended, in conformity with generally accepted
accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in
Note 2 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern.  Management's plan in regard to these matters are
also described in Note 2.  The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.


/s/  Beckstead and Watts, LLP
Beckstead and Watts, LLP
Las Vegas, Nevada
April 13, 2003


                      POINT GROUP HOLDINGS, INCORPORATED
                        (formerly Syconet.com, Inc.)
                        CONSOLIDATED BALANCE SHEET

                                                            December 31
                                                                 2002
Assets

Current assets:
Cash and equivalents                                        $       22,530
Accounts receivable                                                  8,137
Inventory                                                           21,221
Total current assets                                                51,888

Fixed assets, net                                                    7,314

Other assets                                                        11,608

                                                                    70,810

                     Liabilities and Stockholders' (Deficit)

Current liabilities:
Accounts payable and accrued expenses                              961,707
Notes payable                                                      278,313
Other liabilities                                                  323,050
Total current liabilities                                        1,563,070

Stockholders' (deficit):
Preferred stock, authorized 500,000 shares;
no shares issued and outstanding                                         -

Common stock, $0.001 par value, 500,000,000
Shares authorized, 283,571,449 shares issued and
outstanding                                                        283,571
Additional paid-in capital                                       6,781,732
Retained (deficit)                                              (8,557,563)
                                                                (1,492,260)
                                                                    70,810

             See accompanying notes to consolidated financial statements


                       POINT GROUP HOLDINGS, INCORPORATED
                         (formerly Syconet.com, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                      For the Years Ended
                                                  December 31     December 31
                                                       2002          2001

Revenue                                           $     202,234   $     25,446
Cost of revenues                                         99,541         91,328
                                                        102,693        (65,882)
Expenses
Selling, general and administrative expenses            109,468        124,817
Amortization of deferred compensation
related to stock options                                      -        116,275
Officer compensation                                    102,000
Consulting fees                                         271,315              -
Professional fees                                        57,385              -
Loss from impairment of goodwill                        116,809              -
Restructuring and other non-recurring charges                 -        335,891

                                                        656,977        576,983

Net operating (loss)                                   (554,284)      (642,865)

Other income (expense):
Interest expense                                       (362,848)        (4,074)
Debt forgiveness                                         31,453              -
Interest income                                             516              -

Net (loss)                                             (885,163)      (646,939)

Stockholders' Equity:
Weighted average number of common
shares outstanding - basic and fully diluted         92,092,740     34,397,875

Net (loss) per share - basic and fully diluted            (0.01)         (0.02)

           See accompanying notes to consolidated financial statements


                        POINT GROUP HOLDINGS, INCORPORATED
                           (formerly Syconet.com, Inc.)
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>

                              Common Stock
                                                    Additional                                    Total
                                                     Paid-In       Deferred       Retained    Stockholder's
                            Shares      Amount       Capital      Compensation     Deficit       Equity
<S>                          <C>            <C>        <C>        <C>              <C>          <C>

Balance as of
December 31, 2000          31,730,000   $     3,173 $ 6,714,203   $   (116,275)   $(7,025,461) $  (424,360)

Shares issued for services  3,825,000           383      51,119                             -       51,502

Amortization of deferred
compensation                                                           116,275                     116,275

Cancelled shares           5,000,000          (500)     (39,500)                                   (40,000)

Shares issued for
services                  10,610,000         1,061       30,939                                     32,000

Net (loss) for the
ear ended
December 31, 2001                                                                    (646,939)    (646,939)

Balance as of
December 31, 2001         51,165,000         4,117    6,756,761              -     (7,672,400)    (911,523)

Shares issued for
consulting services        5,500,000         5,500            -                                      5,500

Recapitalization
Adjustment                         -        47,048      (47,048)                                         -

Shares issued for
debt settlement            8,662,800         8,663       46,334                                     54,997

Shares issued for
consulting services        3,753,848         3,754      18,769                                      22,523

Shares issued for
consulting services        5,000,000         5,000           -                                       5,000

Shares issued for
debt settlement            1,300,000         1,300       6,916                                       8,216

Shares issued for
business acquisition      78,300,000        78,300           -                                      78,300

Shares issued for
business acquisition      27,889,801        27,890           -                                      27,890

Shares issued to
officers for
compensation             102,000,000       102,000           -                                     102,000

Net (loss) for the year
ended
December 31, 2002                                                                    (885,163)    (885,163)

Balance as of
December 31, 2002        283,571,449     $283,571      $6,781,732             -    (8,557,563)  (1,492,260)
</TABLE>


                  See accompanying notes to consolidated financial statements


                               POINT GROUP HOLDINGS, INCORPORATED
                                  (formerly Syconet.com, Inc.)
                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      For the Years Ended
                                                 December 31,     December 31,
                                                    2002             2001

Cash flows from operating activities
Net (loss)                                       $   (885,163)   $   (646,939)
Adjustments to reconcile net (loss)
to cash (used) by operating activities:
Shares issued for consulting services                  33,023               -
Shares issued to officers for compensation            102,000          32,000
Depreciation expense                                        -          44,059
Amortization of deferred compensation
related to stock options                                    -         116,275
Loss on disposal of property and equipment                  -         335,891
Loss from impairment of goodwill                      116,809
Changes in assets and liabilities:
(Increase) decrease in accounts receivable             (8,137)         35,965
(Increase) decrease in inventory                      (21,221)         91,328
Decrease in other assets                              (11,608)          5,156
Increase in other liabilities                         282,839               -
Increase (Decrease) in accounts payable
and accrued expenses                                 112,926          (83,969)
Net cash (used) by operating activities             (278,532)         (70,234)

Cash flows from investing activities
Purchases of fixed assets                             (7,314)               -
Net cash (used) by investing activities               (7,314)               -

Cash flows from financing activities
Proceeds from notes payable                          308,376                -
Proceeds from issuance of stock                            -           51,502
Net cash provided by financing activities            308,376           51,502

Net increase in cash                                 22,530           (18,732)
Cash and equivalents- beginning                           -            18,732
Cash and equivalents - ending                        22,530                 -

Supplemental disclosures:
Interest paid                                             -                 -

Non-cash transactions:
Shares issued for consulting services                33,023                 -
Shares issued to officers for compensation          102,000            32,000
Shares issued for debt settlement                    63,213                 -
Shares issued for business acquisitions             106,190                 -

             See accompanying notes to consolidated financial statements

                        POINT GROUP HOLDINGS, INCORPORATED
                           (formerly Syconet.com, Inc.)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

Organization

Point Group Holdings, Incorporated (the "Company") was originally
formed under the laws of the State of Delaware in June 1997 under
the name SyCo Comics and Distribution Inc. and is the successor
to a limited partnership named SyCo Comics and Distribution,
formed under the laws of the Commonwealth of Virginia on January
15, 1997. On February 17, 1999, SyCo Comics and Distribution Inc.
changed its name to Syconet.com, Inc.  On April 12, 2002 the
Company adopted an Agreement and Plan of Merger for the purpose
of redomiciling the Company to the State of Nevada.  The Company
then discontinued its operations as Syconet.com, Inc. and changed
its name to Point Group Holdings, Incorporated effective November 21, 2002.

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with an original maturity of three months or
less are considered to be cash equivalents.  There are no cash
equivalents as of December 31, 2002.

Inventory

Inventory consists solely of finished goods product, which are
warehoused in Los Angeles, California.  All inventory items are
stated at the lower of cost (first-in, first out) or market value.

Investments

Investments in companies over which the Company exercises
significant influence are accounted for by the equity method
whereby the Company includes its proportionate share of earnings
and losses of such companies in earnings.  Other long-term
investments are recorded at cost and are written down to their
estimated recoverable amount if there is evidence of a decline in
value which is other than temporary.

Property, plant and equipment

Property, plant and equipment are stated at the lower of cost or
estimated net recoverable amount.  The cost of property, plant and
equipment is depreciated using the straight-line method based on
the lesser of the estimated useful lives of the assets or the
lease term based on the following life expectancy:

Computer equipment                          5 years
Office furniture and fixtures               7 years

Repairs and maintenance expenditures are charged to operations as
incurred.  Major improvements and replacements, which extend the
useful life of an asset, are capitalized and depreciated over the
remaining estimated useful life of the asset.  When assets are
retired or sold, the costs and related accumulated depreciation
and amortization are eliminated and any resulting gain or loss is
reflected in operations.

Revenue recognition

Revenue from proprietary software sales that does not require
further commitment from the company is recognized upon shipment.
Consulting revenue is recognized when the services are rendered.
License revenue is recognized ratably over the term of the license.

The cost of services, consisting of staff payroll, outside
services, equipment rental, communication costs and supplies, is
expensed as incurred.

Advertising costs

The Company expenses all costs of advertising as incurred.  There
were no advertising costs included in general and administrative
expenses as of December 31, 2002.

Use of estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those estimates.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to
management as of December 31, 2002.  The respective carrying
value of certain on-balance-sheet financial instruments
approximated their fair values.  These financial instruments
include cash and accounts payable.  Fair values were assumed to
approximate carrying values for cash and payables because they
are short term in nature and their carrying amounts approximate
fair values or they are payable on demand.

Impairment of long-lived assets

The Company reviews its long-lived assets and intangibles
periodically to determine potential impairment by comparing the
carrying value of the long-lived assets with the estimated future
cash flows expected to result from the use of the assets,
including cash flows from disposition. Should the sum of the
expected future cash flows be less than the carrying value, the
Company would recognize an impairment loss. An impairment loss
would be measured by comparing the amount by which the carrying
value exceeds the fair value of the long-lived assets and
intangibles. The Company recognized a $116,809 loss due to
impairment of goodwill.

Reporting on the costs of start-up activities

Statement of Position ("SOP") 98-5 ("SOP 98-5"), "Reporting on
the Costs of Start-Up Activities," which provides guidance on the
financial reporting of start-up costs and organizational costs,
requires most costs of start-up activities and organizational
costs to be expensed as incurred.  SOP 98-5 is effective for
fiscal years beginning after December 15, 1998.  With the
adoption of SOP 98-5, there has been little or no effect on the
Company's financial statements.

Loss per share

Net loss per share is provided in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128 ("SFAS #128"),
"Earnings Per Share".  Basic loss per share is computed by
dividing losses available to common stockholders by the weighted
average number of common shares outstanding during the period.
As of December 31, 2002, the Company had no dilutive common stock
equivalents, such as stock options or warrants.

Dividends

The Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid or declared since inception.

Comprehensive Income

SFAS No. 130, "Reporting Comprehensive Income", establishes
standards for the reporting and display of comprehensive income
and its components in the financial statements.  The Company had
no items of other comprehensive income and therefore has not
presented a statement of comprehensive income.

Segment reporting

The Company follows SFAS No. 130, "Disclosures About Segments of
an Enterprise and Related Information."  The Company operates as
a single segment and will evaluate additional segment disclosure
requirements as it expands its operations.

Income taxes

The Company follows SFAS No. 109, "Accounting for Income Taxes"
("SFAS No. 109"), for recording the provision for income taxes.
Deferred tax assets and liabilities are computed based upon the
difference between the financial statement and income tax basis of
assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be
realized or settled.  Deferred income tax expenses or benefits are
based on the changes in the asset or liability each period.  If
available evidence suggests that it is more likely than not that
some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred
tax assets to the amount that is more likely than not to be
realized.  Future changes in such valuation allowance are included
in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods.  Deferred taxes
are classified as current or non-current, depending on the
classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary
differences are expected to reverse.

Recent pronouncements

In July 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities", which addresses financial accounting and
reporting for costs associated with exit or disposal activities
and supersedes EITF No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)."  SFAS No.
146 requires that a liability for a cost associated with an exit
or disposal activity be recognized when the liability is incurred.
Under EITF No. 94-3, a liability for an exit cost was recognized
at the date of an entity's commitment to an exit plan. SFAS No.
146 also establishes that the liability should initially be
measured and recorded at fair value. The provisions of SFAS No.
146 will be adopted for exit or disposal activities that are
initiated after December 31, 2002.

In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of
SFAS No. 123." This Statement amends SFAS No. 123, "Accounting for
Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. In addition,
this statement amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-
based employee compensation and the effect of the method used on
reported results. The adoption of SFAS No. 148 is not expected to
have a material impact on the company's financial position or
results of operations.

In November 2002, the FASB issued FASB Interpretation ("FIN") No.
45, "Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees and Indebtedness of
Others", an interpretation of FIN No. 5, 57 and 107, and
rescission of FIN No. 34, "Disclosure of Indirect Guarantees of
Indebtedness of Others".  FIN 45 elaborates on the disclosures to
be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it
has issued. It also requires that a guarantor recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. The initial
recognition and measurement provisions of this interpretation are
applicable on a prospective basis to guarantees issued or modified
after December 31, 2002; while, the provisions of the disclosure
requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. The company
believes that the adoption of such interpretation will not have a
material impact on its financial position or results of operations
and will adopt such interpretation during fiscal year 2003, as
required.

In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting
Research Bulletin No. 51. FIN No. 46 requires that variable
interest entities be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable
interest entity's activities or is entitled to receive a majority
of the entity's residual returns or both. FIN No. 46 also requires
disclosures about variable interest entities that companies are
not required to consolidate but in which a company has a
significant variable interest. The consolidation requirements of
FIN No. 46 will apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements
will apply to entities established prior to January 31, 2003 in
the first fiscal year or interim period beginning after June 15,
2003. The disclosure requirements will apply in all financial
statements issued after January 31, 2003. The company will begin
to adopt the provisions of FIN No. 46 during the first quarter of
fiscal 2003.

Stock-Based Compensation

The Company accounts for stock-based awards to employees in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related
interpretations and has adopted the disclosure-only alternative of
SFAS No. 123, "Accounting for Stock-Based Compensation."  Options
granted to consultants, independent representatives and other non-
employees are accounted for using the fair value method as
prescribed by SFAS No. 123.

Year end

The Company has adopted December 31 as its fiscal year end.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern, which
contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business. As noted above, the
Company is in the development stage and, accordingly, has not yet
generated a proven history of operations. Since its inception,
the Company has been engaged substantially in financing
activities and developing its product line, incurring substantial
costs and expenses. As a result, the Company incurred accumulated
net losses through the year ended December 31, 2002 of
$8,557,563. In addition, the Company's development activities
since inception have been financially sustained by capital contributions.

The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital from the
sale of common stock and, ultimately, the achievement of
significant operating results. The accompanying financial
statements do not include any adjustments that might be required
should the Company be unable to recover the value of its assets
or satisfy its liabilities.

NOTE 3 - FIXED ASSETS

Fixed assets consists of the following:


December 31, 2002

Computer and office equipment       $      10,564
Less accumulated depreciation             (3,250)
Total                               $      7,314

NOTE 4 - INTANGIBLE ASSET

Intangible asset consists of costs related to obtaining a patent
on the Season's Greenings product as of December 31, 2002:

     Patent                          $  14,354
     Less: accumulated amortization      2,746

                                        11,608

NOTE 5 - ACQUISITIONS

On September 24, 2002, the Company executed an Acquisition
Agreement ("Agreement") with AmCorp Group, Inc. ("AmCorp").  Under
the terms of the Agreement, the Company exchanged 78,300,000
shares of $0.001 par value restricted common stock for 100% of the
outstanding shares of AmCorp.  The fair market value of the common
shares issued on September 24, 2002 was $0.001 per share,
resulting in a valuation of $78,300.  Effective December 31, 2002,
the goodwill was devalued to zero and recorded as a "Loss from
impairment of goodwill".

On October 31, 2002, the Company executed an Acquisition Agreement
("Agreement") with Naturally Safe Technologies, Inc. ("NSTI")
Under the terms of the Agreement, the Company exchanged 27,889,801
shares of $0.001 par value restricted common stock for 100% of the
issued and outstanding shares of NSTI.  The fair market value of
the common shares issued on October 31, 2002 was $0.001 per share,
resulting in a valuation of $27,890.  Effective December 31, 2002,
the goodwill was devalued to zero and recorded as a "Loss from
impairment of goodwill".



NOTE 6 - RELATED AND UNRELATED NOTES PAYABLE

On March 10, 2000 NSTI, the Company's wholly-owned subsidiary,
entered into an agreement with an investor whereby the NSTI
received a loan of $175,000 with a maturity date no later than 12
months from the date of the note.  The note is secured by assets
of NSTI.  As of December 31, 2002, NSTI was in default on the
note.  The Company entered into a Forbearance Agreement with the
investor to defer payment until 2003.

As of December 31, 2002, NSTI had a note payable to a consulting
firm totalling $27,642.  The note is unsecured, bears an interest
of 10%, and is due on demand.

As of December 31, 2002, NSTI had a note payable to an investor
totalling $25,000.  The note is unsecured, bears an interest rate
of 10%, and is due on demand.

As of December 31, 2002, NSTI had a note payable to an investor
totalling $4,000.  The note is unsecured, bears an interest rate
of 5%, and is due on demand.

As of December 31, 2002, NSTI had a note payable to an individual
totalling $130.  The note is unsecured, bears no interest, and is
due on demand.

As of December 31, 2002, NSTI had a note payable to a former
director of NSTI totalling $1,000.  The note is unsecured, bears
an interest rate of 5%, and is due on demand.

As of December 31, 2002, NSTI had a note payable to a consulting
firm totalling $1,000.  The note is unsecured, bears an interest
of 10%, and is due on demand.

As of December 31, 2002, NSTI had a note payable to a former CEO
of NSTI totalling $500.  The note is unsecured, bears no interest,
and is due on demand.

Accrued interest on related party notes payable, included in
accrued expenses as of December 31, 2002 was $362,848.

NOTE 7 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
No. 109"), which requires use of the liability method.   SFAS No.
109 provides that deferred tax assets and liabilities are recorded
based on the differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences.  Deferred tax
assets and liabilities at the end of each period are determined
using the currently enacted tax rates applied to taxable income in
the periods in which the deferred tax assets and liabilities are
expected to be settled or realized.

The provision for income taxes differs from the amount computed by
applying the statutory federal income tax rate to income before
provision for income taxes.  The sources and tax effects of the
differences are as follows:

       U.S federal statutory rate      (34.0%)

       Valuation reserve                34.0%

       Total                               -%

As of December 31, 2002, the Company has a net operating loss
carry forward of approximately $8,557,563.  The related deferred
asset has been fully reserved.

NOTE 8 - STOCKHOLDER'S EQUITY

Common stock

The Company has authorized 500,000,000 shares of $0.001 par value
common stock and 500,000 shares of $0.001 par value preferred stock.

The Company filed with the Securities Exchange Commission Form S-
8 on February 6, 2002 registering 5,550,000 shares of its $0.001
par value common stock as a "Non-Employee Directors and
Consultants Retainer Stock Plan." The 5,500,000 shares were
issued March 1, 2002 at a market value of $0.001 per share.

On July 30, 2002 the Company amended the above S-8 filing to
bring the Plan up to 25,000,000 shares including the 5,500,000
shares already issued. On August 19, 2002, the Corporation issued
13,700,000 shares and on September 19, 2002, 5,000,000 shares were issued.

The Company increased its authorized common shares from
85,000,000 to 500,000,000 shares and changed the par value from
$0.0001 to $0.001 (in connection with its re-domicile from
Delaware to Nevada). The transaction was recorded as a
recapitalization adjustment with an increase in common stock
($47,048) and a decrease in additional paid-in capital.

On August 19, 2002, the Company issued 8,662,800 shares of its
$0.001 par value common stock as reimbursement of certain
expenses advanced on behalf of the Company in the amount of $54,997.

On September 9, 2002, the Company issued 1,300,000 shares of its
$0.001 par value common stock to as reimbursement of certain
additional expenses advanced on behalf of the Company in the
amount of $8,218 ($0.006 per share).

On September 24, 2002, the Company issued 78,300,000 shares of
its $0.001 par value common stock to three individuals (two of
whom are directors of the Company) in connection with the
acquisition of all the issued and outstanding common stock of
AmCorp Group, Inc. pursuant to an acquisition agreement dated
September 13, 2002.

On October 31, 2002, the Company issued 27,889,801 shares of its
$0.001 par value common stock in connection with the acquisition
of all the issued and outstanding common stock of Naturally Safe
Technologies, Inc. pursuant to an acquisition agreement dated
October 31, 2002.

On December 31, 2002, the Company issued 102,000,000 shares of
its $0.001 par value common stock to its directors as
compensation for past services rendered valued at $102,000, the
par value of the underlying shares on the date of issuance.

There have been no other issuances of common stock.

                                  EXHIBIT INDEX

Number                         Description

2.1     Agreement and Plan of Merger between the Registrant and
        Syconet.com, Inc., a Delaware corporation, dated
        December 1, 2001 (see below).

2.2     Acquisition Agreement between the Registrant and
        shareholders of AmCorp Group, Inc., dated September 13,
        2002 (incorporated by reference to Exhibit 2 of the
        Form 8-K filed on September 23, 2002).

2.3     Acquisition Agreement between the Registrant and
        shareholders of Naturally Safe Technologies, Inc.,
        dated October 31, 2002 (incorporated by reference to
        Exhibit 2 of the Form 8-K filed on November 13, 2002).

3.1     Articles of Incorporation, dated December 19, 2001 (see below).

3.2     Certificate of Amendment to Articles of
        Incorporation, dated November 21, 2002 (see below).

3.3     Certificate of Amendment to Articles of
        Incorporation, dated March 5, 2003 (see below).

3.4     Bylaws (incorporated by reference to Exhibit 3.2 of the
        Form 10-SB filed on January 25, 2000).

4.1     Specimen Common Stock Certificate (incorporated by
        reference to Exhibit 4 of the Form 10-SB/A filed on
        March 21, 2000).

4.2     1997 Incentive Compensation Program, as amended
        (incorporated by reference to Exhibit 10.1 of the Form
        SB-2 POS filed on August 28, 2000).

4.3     Common Stock Purchase Warrant issued to Alliance
        Equities, Inc., dated May 21, 2000 (incorporated by
        reference to Exhibit 4.1 to the Form SB-2 filed on June 2, 2000).

4.4     Form of Redeemable Common Stock Purchase Warrant to be
        issued to investors in the private placement offering,
        dated January 27, 2000 (incorporated by reference to
        Exhibit 4.2 to the Form SB-2/A filed on June 27, 2000).

4.5     Redeemable Common Stock Purchase Warrant issued to
        Diversified Leasing Inc., dated May 1, 2000
        (incorporated by reference to Exhibit 4.3 of the Form
        SB-2/A filed on June 27, 2000).

4.6     Redeemable Common Stock Purchase Warrant
        issued to John P. Kelly, dated August 14, 2000
        (incorporated by reference to Exhibit 4.4 of the Form
        SB-2 POS filed on August 28, 2000).

4.7     Redeemable Common Stock Purchase Warrant for
        Frank N. Jenkins, dated August 14, 2000 (incorporated
        by reference to Exhibit 4.5 of the Form SB-2 POS filed
        on August 28, 2000).

4.8     Redeemable Common Stock Purchase Warrant for
        Ronald Jenkins, dated August 14, 2000 (incorporated by
        reference to Exhibit 4.6 of the Form SB-2 POS filed on
        August 28, 2000).

4.9     Non-Employee Directors and Consultants Retainer Stock
        Plan, dated July 1, 2001 (incorporated by reference to
        Exhibit 4.1 of the Form S-8 filed on February 6, 2002).

4.10    Consulting Services Agreement between the Registrant
        and Richard Nuthmann, dated July 11, 2001 (incorporated
        by reference to Exhibit 4.2 of the Form S-8 filed on
        February 6, 2002).

4.11    Consulting Services Agreement between the Registrant
        and Gary Borglund, dated July 11, 2001 (incorporated by
        reference to Exhibit 4.3 of the Form S-8 filed on
        February 6, 2002).

4.12    Consulting Services Agreement between the Registrant
        and Richard Epstein, dated July 11, 2001 (incorporated
        by reference to Exhibit 4.4 of the Form S-8 filed on
        February 6, 2002).

4.13    Amended and Restated Non-Employee Directors and
        Consultants Retainer Stock Plan, dated July 1, 2002
        (incorporated by reference to Exhibit 2 of the Form S-8
        filed on July 30, 2002).

10.1    Funding Agreement between the Registrant and
        Alliance Equities, Inc., dated
        December 16, 1999 (incorporated by reference to Exhibit
        10.1 of the Form 10-SB filed on January 25, 2000).

10.2    Addendum to the between the Registrant and
        Alliance Equities, Inc., dated August 4, 2000
        (incorporated by reference to Exhibit 10.6 of the Form
        SB-2 POS filed on August 28, 2000).

16.1    Letter on Change in Certifying Accountant (incorporated
        by reference to Exhibit 16 of the Form 8-K/A filed on
        August 24, 2001).

16.2    Letter on Change in Certifying Accountant (incorporated
        by reference to Exhibit 16 of the Form 8-K/A filed on
        March 7, 2002).

21      Subsidiaries of the Registrant (see below).

99.1    Certification Pursuant to Section 906 of the Sarbanes-
        Oxley Act of 2002 (18 U.S.C. Section 1350) (see below).

99.2    Patent issued to Donald V. Duffy, Jr., dated October
        17, 2000 (see below).

99.3    Patent issued to Dennis A. Ferber, dated February 19,
        1997 (see below).

99.4    Patent issued to Dennis Ferber, dated December 1, 1992
        (see below).

99.5    Patent issued to Dennis A. Ferber, dated July 26, 1996
        (see below).