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

                                  FORM 10-KSB
                  [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2002

                                       OR

                    [ ] TRANSITION UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from ________ to ________


                          The KingThomason Group, Inc.
             (Exact name of registrant as specified in its charter)

    Nevada                        333-60880                          73-1602395
  (state of                (Commission File Number)                (IRS Employer
incorporation)                                                      I.D. Number)


                          3180 Crow Canyon Place, #205
                              San Ramon, CA 94583
                                  925-905-5630
            -------------------------------------------------------
            (Address and telephone number of registrant's principal
               executive offices and principal place of business)


      Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value
                                (Title of Class)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past twelve months (or for
such  shorter period that the registrant was required to file such reports), and
(2) has been subject to  such filing requirements for the past 90 days.  Yes [X]
No  [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

<PAGE>

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $22,900

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past  60  days:  $1,053,219  as  of March 20, 2003

As  of  March  17, 2003, there were 15,142,400 shares of the Registrant's Common
Stock,  par  value  $0.001  per  share,  outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

If  the following documents are incorporated by reference, briefly describe them
and  identify  the  part  of  the Form 10-KSB (e.g., Part I, Part II, etc.) into
which  the document is incorporated:  (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal  year ended December 24, 1990).  None

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













                                       ii
<PAGE>
                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Item  1   Description  of  Business                                            1
          Business  Development                                                1
          Our  Business                                                        1
          Revenue  by  Sectors                                                 3
          Distribution  Methods                                                3
          Dependence  on Major Customers or Suppliers                          3
          Patents,  Trademarks and Licenses                                    3
          Government  Approval  of  Principal  Products  or  Services          3
          Government  Regulations                                              4
          Research  and  Development                                           4
          Environmental  Laws                                                  4
          Employees                                                            4
          Seasonality                                                          4

Item  2   Description  of  Property                                            4

Item  3   Legal Proceedings                                                    4

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

Item  5   Market  for  Common  Equity  and  Related  Stockholder  Matters      5

Item  6   Management's  Discussion  and  Analysis                              5
          Results  of  operations                                              5
          Outlook                                                              6
          Balance  sheet  items                                                6
          Liquidity  and  Capital Resources                                    7

Item  7   Financial  Statements                                                7

Item  8   Changes  In  and  Disagreements  With Accountants on Accounting
               and  Financial  Disclosure                                     25

Item  9   Directors,  Executive  Officers,  Promoters and Control Persons     25

Item 10   Executive  Compensation                                             29
          Employment  Contracts                                               30
          Stock  Options                                                      30

                                      iii
<PAGE>

Item 11   Security  Ownership  of  Certain  Beneficial  Owners
               and  Management                                                30

Item 12   Certain  Relationships  and  Related  Transactions                  31

Item 13   Exhibits  and  Reports  on  Form  8-K                               33
          Exhibits                                                            33
          Forms  8-K                                                          34

Item 14   Controls  and Procedures                                            34

Signatures                                                                    35



















                                       iv
<PAGE>

Item  1. Description  of  Business.

Business  Development.
----------------------

     The  KingThomason  Group,  Inc.  was  incorporated in Nevada on November 8,
2000.  On  December 7, 2001 it was the surviving corporation in a merger between
it  and  KingThomason,  Inc., which was incorporated in Nevada on July 21, 2000,
after  nearly  three  years of planning and product development by its founders,
Tom Thomason and T.E. ("Tim") King III.  Until December 31, 2000 the founders of
KingThomason,  Inc. operated through Subchapter S corporations that were created
since  1998  and  owned  the  different  products  and  programs  that have been
developed.  (A  Subchapter  S  corporation is a small business corporation whose
income,  with some exceptions, is not taxed at the corporate level but is passed
through  and  taxed to its shareholders.}  On December 31, 2000 the interests of
the   founders  in  these   Subchapter  S  corporations   were  transferred   to
KingThomason, Inc., which thereby owned 100 percent of the equity in each of its
ten  subsidiaries.  The Subchapter S status of all the corporations in the group
was  terminated,  and  on  December 7, 2001, the merger between The KingThomason
Group,  Inc.  and  KingThomason,  Inc.  was  effected.  The historical financial
statements  of  the  post-merger  company  are  those  of  KingThomason,  Inc.

Our  Business.
--------------

     We specialize in creating, developing, and marketing, across our divisions,
high  margin,  proprietary,   insurance  and  financial  service   products  for
overlooked  and/or  underdeveloped niche markets.  Our proprietary insurance and
financial  services  products  accounted for 40 percent of 2000 net revenues, 50
percent  of  2001's  and  60  percent  of  2002's,  years principally devoted to
research  and  product development.  Now that our TotalRecovery Medical Accounts
Receivable  Credit Card Program and our SpectraOne Basic Major Medical Plan have
come  on stream, our proprietary products should exceed 90 percent of 2003's net
revenues.

     Our  insurance  operations  operate much as an insurance company but we are
not involved directly in the adjudication of claims or issuance of policies.  Of
significant  importance, we assume no insurance underwriting risk.  This is made
possible  through  reinsurance  treaties.  It  is  affordable  because of higher
profit  margins  on our proprietary insurance products.  Further, because of our
unusual  corporate  structure, we do not require the traditional large staff and
physical  facility  normally associated with large insurance operations.  We can
still  grow  at  high  rates  while recording significantly higher-than-industry
profit  margins.

     The  following  is  a  brief  description  of  our  two principal operating
divisions:

     1.   KingThomason  Credit  Card  Services

          This  is  the  TotalRecovery  Medical  Accounts Receivable Credit Card
Program  that  contracts  with   physicians  and  hospitals   to  convert  their
outstanding  patient-pay accounts receivable into performing credit card assets.

                                        1
<PAGE>

These  assets,  once  "seasoned" as performing credit cards (a 12-month period),
can be readily sold in liquid asset backed securities markets, currently at 118%
of  par.  KingThomason  retains  30 percent of the proceeds from the sale of the
assets,  with 70 percent being paid to the physicians or hospitals.  The current
contract,  with the largest medical foundation in the United States, provides us
with  a  total  available  market  of  $1.4  billion   in  outstanding  accounts
receivable.  We  anticipate  a 15 percent conversion rate.  The program offers a
solution  that  will  recover  a higher percentage of accounts receivable and in
less  time  than  traditional collection agencies.  It costs the physicians less
and  is  expected  to  repatriate  the  patients  with  their  physicians.

          TotalCare  Medical  Bill  Consolidation  Program is a national medical
bill consolidation program that allows credit counseling agencies to consolidate
their client's medical bills, improve the client's credit, pay off the creditors
in  15  months,  obtain  fair share and get the client out of debt in 36 months.
The  Program  utilizes  KingThomason's  existing medical receivables credit card
platform.  TotalCare  provides  a  credit  card  that easily consolidates all of
their  medical  bills as well as a fair-share payment as a source of revenue for
the  non-profit  CCA's.  Forty percent of all the people seeking debt management
services  have  consolidated  medical  bills  exceeding  $1000.

     2.   KingThomason  SpectraOne  Basic  Major  Medical  Plan

          This  program  provides  a  basic major medical plan to an underserved
market  of  uninsured or underinsured people.  It is affordable to a huge market
that  can't  pay  for  all-inclusive medical insurance but needs more protection
than  a  hospital-only plan with minimal coverage.  With $2,000,000 in coverage,
the  plan  offers  an  affordable alternative to little or no medical insurance.
The plan features a simplified application, is easy for an agent to sell, pays a
high  commission  and  costs, on average, only fifty percent of an all-inclusive
medical  insurance  plan.  The  BMMP  will  be  underwritten by Zurich Financial
Services  Group's  Empire Fire and Marine Insurance; A (excellent) rated by A.M.
Best,  the  insurance  industry's  premier  rating  company.

     We  use the Internet for marketing, communication and informative purposes.
Products  are not actually sold over the Internet; rather, the Internet presence
is  to  provide  general  information  as  well as up-to-date account or product
information  for  current  and  future  clients.

     We  often  function  as  a  manager of financial and insurance programs and
products.  We  incorporate,  into  programs or products that we build, insurance
and  financial  product  components  from other insurance and financial services
companies.  We then produce marketing materials and market the products, but our
insurance  division  does  not  assume  responsibility  for underwriting losses,
paying claims, writing policies, and our credit card division extends no credit.

     Our  Medical Accounts Receivable Credit Card Program, for instance, employs
two  financial  products  -

     -  issuance  of  a  private  labeled,  multi-purpose  Visa Credit Card, and

     -  the  sale  of performing credit card assets at or above par value in the
        asset  backed  securities  market.

                                        2
<PAGE>

Revenue  by  Sectors.  Our  revenues  from each of our subsidiaries during 2000,
2001  and  2002  are  as  follows:
<TABLE>
<CAPTION>
                                                2000         2001        2002
                                              --------     --------    -------
<S>                                           <C>          <C>         <C>
KingThomason, Inc.                            $247,007     $103,200     $8,744
KingThomason Financial Services               $277,176      $85,715    $14,156
KingThomason Credit Card Services                    0                      $0
KingThomason Franchising                             0                      $0
</TABLE>

Distribution  Methods.
----------------------

     We  distribute,  or  in  some  instances  plan  to distribute, our products
through  existing  broker  networks  and  our  own  agents.  We  distribute  our
insurance products now through Marsh McClennan, Aon Employee Benefits and Arthur
J.  Gallagher  &  Co.

     Our  agents  are  independent  contractors  and sell and promote all of our
products  and  services.

Dependence  on  Major  Customers  or  Suppliers.
------------------------------------------------

     We  are  not  dependent  on  one  or  a  few  customers.

     The  majority  of  our annuity insurance commission income to date has come
from  Jefferson-Pilot  Life  Insurance  Co.,  but  this  is  because most of the
insurance  components  we  have  incorporated  into  our  insurance products are
Jefferson  Pilot's.  Jefferson  Pilot  may  change  or modify the agreement with
proper  notification to us.  Either party may terminate the agreement by written
notification  of  termination.

     Our  securities  commission  income comes from Jefferson Pilot Financial, a
broker-dealer  firm  that  processes  all  our  securities  business.

Patents,  Trademarks  and  Licenses.
------------------------------------

     We  have a Trademark pending for the name SpectraOne, the name of our Basic
Major Medical Plan and a Copyright Use Mark for TotalCare and TotalRecovery, our
Medical  Credit  Card  Programs.  We  do not license any of the products we sell
that  are  owned  by  other  companies.

Government  Approval  of  Principal  Products  or  Services.
------------------------------------------------------------

     Because  other  companies  provide the actual insurance that we incorporate
into  the  products  we sell, we are only required to be approved as an Agent in
Good  Standing  by the insurance commissions where we sell these products.  This
approval  process is taken care of by insurance companies, not their agents.  At
present,  approval  has been obtained in California and Arizona by the insurance

                                        3
<PAGE>

companies  whose  insurance  KingThomason  sells.  The  reason  for this limited
approach  is that once approval is obtained outside an agent's home state (here,
California),  most  other states quickly and easily approve one as a sales agent
in  their  state.

Government  Regulations.
------------------------

     The  annuities we offer are underwritten by other companies.  Any annuities
or  other  estate planning products we offer must comply with certain provisions
of  the  Internal  Revenue Code or regulations thereunder if they are to qualify
for  tax-exempt  treatment.

Research  and  Development.
---------------------------

     We have spent approximately $1,500,000 over the last four years in research
and  development  activities with regard to our products.  None of this has been
borne  by  our  customers.

Environmental  Laws.
--------------------

     We  have  no  direct costs with regard to complying with environmental laws
and  regulations.

Employees.
----------

     At  present  we have 10 employees.  All other agents, service providers and
affiliates  in  our  organization  are "independent contractors" or consultants.

Seasonality.
------------

     There  is  no  seasonal  aspect  to  our  business.

Item  2.  Description  of  Property.

     We  own  no  plants  or  manufacturing  equipment,  only  office furniture,
computers  and  related  equipment.

     We have a five-year lease on our office space.  It consists of 4,600 square
feet.  The  lease  expires  July  15,  2004.

Item  3.  Legal  Proceedings.

     Neither  our  company nor any of our property is a party to, or the subject
of,  any  material  pending  legal  proceedings  other  than  ordinary,  routine
litigation  incidental  to  our  business.

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

     There  were  no  matters  submitted  to  a  vote of the stockholders of our
company  during  2002.

                                        4
<PAGE>

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

     KingThomason  's  Common  Stock  presently trades on the OTC Bulletin Board
under  the symbol KGTH, having been added to the OTC Bulletin Board on March 11,
2002.  The  high  and  low bid and asked prices, as reported by the OTC Bulletin
Board,  are  as  follows  for 2002.  The quotations reflect inter-dealer prices,
without  retail  mark-up,  mark-down  or commission and may not represent actual
transactions.
<TABLE>
<CAPTION>
                                   High          Low
                                   ----          ---
     2002:
<S>                               <C>            <C>
          1st  Qtr                $              $
          2nd  Qtr                $0.65          $0.20
          3rd  Qtr                $0.3           $0.07
          4th  Qtr                $0.45          $0.1
</TABLE>

     There  are  approximately  526  holders  of  record of our company's common
stock.

     Our  company  has  declared no dividends on our common stock.  There are no
restrictions that would or are likely to limit the ability of our company to pay
dividends  on  its  common  stock,  but we have no plans to pay dividends in the
foreseeable future and intend to use earnings for the expansion of our business.

     On  July  9,  2002  we  issued  98,900  shares  of our Common Stock to nine
"accredited  investors"  in  exchange  for  $68,900 cash.  On October 1, 2002 we
issued  21,000  shares  of  our  Common  Stock  to a financial relations firm in
exchange for $3,150 in services to be rendered.  All the shares issued were done
pursuant  to  Regulation  D,  Rule  506.

Item  6.  Management's  Discussion  and  Analysis.

     The  following  discussion  and analysis should be read in conjunction with
the  financial statements and the accompanying notes thereto and is qualified in
its  entirety  by  the  foregoing  and  by  more  detailed financial information
appearing  elsewhere.  See  "Financial  Statements."

  Results of Operations - Year ending 12/31/02 Compared to Year ending 12/31/01
  -----------------------------------------------------------------------------

     King  Thomason's  revenues for the fiscal year ended December 31, 2002 were
far  below those of the fiscal year ended December 31, 2001 - $22,900 in FY 2002
compared to $188,915 in FY 2001.   The reasons for the decrease in revenues were
two-fold  -  the general slowing of the economy and the effect it has had on the
financial  and  insurance services industry.  Secondly, as stated above, when it
became  apparent  in  late June that the prospects for the TotalRecovery Medical
Accounts  Receivable  Credit Card Program and the SpectraOne Basic Major Medical
Plan  were  so  compelling, management made a strategic decision to de-emphasize
all other aspects of the Group and allocate all available resources and manpower
toward  developing  these two products in an effort to bring them both to market
at  the  earliest  possible  moment.

     Operating  expenses  increased 9 percent during FY 2002 as compared with FY
2001.  Operating  expenses  increased  by  $55,247  from  $594,090 in FY 2001 to
$649,337  in  FY  2002.

                                        5
<PAGE>

     KingThomason  had a net loss of $632,145 for FY 2002, up from a net loss of
$381,426  for FY 2001, a $250,719 increase or a 66 percent increase.  We covered
the  loss  with  loans of $228,623, sales of stock of $68,900 and an increase in
accrued  expenses  of  $233,647.

     Outlook
     -------

     During  the  Fourth Quarter, substantial time and effort were spent getting
the new TotalRecovery Medical Accounts Receivable Credit Card Program as well as
the  unique  SpectraOne  Basic  Major  Medical Policy to market.  The SpectraOne
Basic  Major  Medical  Plan  started sales January 1, 2003 and the TotalRecovery
Medical  Accounts  Receivable  Credit  Card  Program has issued its first credit
cards.  Both  are generating significant interest in the marketplace.  With both
of  these proprietary new and unique products in the marketplace being sold, the
Company anticipates having a positive cash flow by the end of the second quarter
of  2003.

     Two  factors  will  affect the rate of implementation of our business plan.
First,  the  timing  of  receipt of sufficient funds to completely implement the
TotalRecovery  Credit  Card  Program.  Second,  the sales rate of our SpectraOne
Basic  Major  Medical  Plan,  which  began  January  1.

     The  following  table  presents, as a percentage of sales, certain selected
financial  data for each of fiscal years December 31, 2001and December 31, 2002:
<TABLE>
<CAPTION>
                                                           Fiscal Year Ended
                                                       -------------------------
                                                       12-31-2002     12-31-2001
                                                       ----------     ----------
<S>                                                      <C>              <C>
Sales                                                        100%           100%

Operating expenses                                       (2,836)%           314%
                                                         -------          ------
Income from operations                                   (2,736)%         (214)%

Non-operating income                                          11%            14%

Net income (loss) before taxes                           (2,724)%         (200)%
Net income (loss) after taxes                            (2,760)%         (202)%
</TABLE>

     Balance  sheet  items.
     ----------------------

     Current  assets  of $39,003 on December 31, 2002, compares unfavorably with
current  liabilities  of  $458,183 at that time, an unfavorable current ratio of
0.148.


                                        6
<PAGE>
     Liquidity  and  Capital  Resources.
     -----------------------------------

     We  are  barely liquid with $30,231 cash on hand and $5,005 in commissions'
receivable  at  fiscal 2002 year-end and current liabilities of $360,593 owed to
unrelated  parties.  However,  we  had  $292,170 in negative operating cash flow
during  2002.  We  were  able  to  maintain  liquidity only by selling stock and
convertible  debentures - $68,900 and $210,000, respectively - and from loans of
$18,623.  The  $97,590  in  current  liabilities  owed  to  related  parties  is
attributable  to  four  promissory  notes, the principal amounts of which are as
follows:
<TABLE>
<CAPTION>
Lender                     Relationship to KingThomason       Principal Amount    Interest Rate    Maturity  Date
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>                                <C>                   <C>            <C>
T.E.  King  III               President  and  Director           $ 6,042                6%            05-31-03

Hume  A.  "Tom"  Thomason     Secretary  and  Director           $ 3,543                6%            05-31-03

Lloyd Hartzler                Grandfather of T.E. King III       $49,000               10%            05-01-03

Jeff  Thomason                Son  of Hume A. Tom Thomason       $39,000               10%            07-01-03
</TABLE>

It  is  believed  that  none  of  the above lenders will be pressing demands for
immediate  payment  of  amounts  owed  to  them.  KingThomason  plans on raising
additional  capital  later  in  2003  through  the  sale  of  stock.

     KingThomason's  future  results of operations and the other forward-looking
statements  contained  in  this  Offering Circular, in particular the statements
regarding  projected  operations in the present fiscal year, involve a number of
risks  and uncertainties.  In addition to the factors discussed above, among the
other  factors  that  could  cause  actual  results to differ materially are the
following:  the  loss  of  any  of  several  key  personnel; unexpected costs in
establishing  branch offices; the emergence of competition not now detected; and
a  general  economic  turndown.

Item  7.  Financial  Statements.
                                                                            Page
                                                                            ----
          KingThomason,  Inc.  and  Subsidiaries:
          Independent Auditors' Report                                         8
          Consolidated  Balance  Sheet  December  31,  2002                    9
          Consolidated  Statements  of  Operations  for  the  Years  Ended
               December  31,  2002  and  2001                                 10
          Consolidated  Statement  of  Stockholders'  Equity  (Deficit)
               for  the Year Ended December 31, 2002 and 2001                 11
          Consolidated  Statements  of  Cash  Flows  for  the  Year
               Ended December 31, 2002 and 2001                               12
          Notes  to  Consolidated  Financial  Statements                      13



                                        7
<PAGE>



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To  the  Stockholders  and  Board  of  Directors
The  KingThomason  Group,  Inc.

We  have audited the accompanying consolidated balance sheet of The KingThomason
Group, Inc, a Nevada Corporation and subsidiaries (the "Company") as of December
31,  2002  and  the related consolidated statements of operations, stockholders'
deficit  and  cash  flows  for the years ended December 31, 2002 and 2001. These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
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
statements.  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  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects, the financial position of The KingThomason
Group,  Inc  and  subsidiaries  as  of  December 31, 2002 and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001, in
conformity with accounting principles generally accepted in the United States of
America.

The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  The  Company has accumulated deficit of 1,042,932 and excess of total
liabilities over total assets of $600,465 on December 31, 2002. These factors as
discussed  in Note 18 to the financial statements, raise substantial doubt about
the  Company's  ability  to  continue  as a going concern. Management's plans in
regard  to these matters are also described in Note 18. The financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.


/s/  Kabani  &  Company,  Inc.

KABANI  &  COMPANY,  INC.
CERTIFIED  PUBLIC  ACCOUNTANTS

Fountain  Valley,  California
March  12,  2003


                                        8
<PAGE>

                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
CURRENT  ASSETS:
<S>                                                                <C>
     Cash & cash equivalents                                       $     30,231
     Commission  receivable,  net  of  allowance  of
       insurance  policy  cancellations of $2,000                         5,005
     Prepaid Expenses                                                     3,767
                                                                   ------------
          Total current assets                                           39,003

PROPERTY AND EQUIPMENT, net                                              28,715
                                                                   ------------

                                                                   $     67,718
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT  LIABILITIES:
     Accounts payable & accrued expenses                           $    287,790
     Note payable, bank                                                  18,623
     Loan from officer                                                    9,590
     Note payable, related parties-current                               88,000
     Note payable, Others                                                54,180
                                                                   ------------
          Total current liabilities                                     458,183


NOTES PAYABLE                                                           210,000

COMMITMENTS

STOCKHOLDERS'  DEFICIT
     Preferred  stock,  $0.001 par  value;
       10,000,000  shares  authorized;  none  issued                          -
     Common  stock,  $0.001  par  value;
       40,000,000  shares  authorized;  15,119,900  shares  issued
       and outstanding at December 31, 2002                              15,120
     Additional paid in capital                                         482,347
     Shares to be issued                                                 38,000
     Less: Subscription receivable                                      (93,000)
     Accumulated deficit                                             (1,042,932)
                                                                   ------------
          Total stockholders' deficit                                  (600,465)
                                                                   ------------

                                                                   $     67,718
                                                                   ============
</TABLE>


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

                                        9
<PAGE>
                      KING THOMASON, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                        2002            2001
                                                   -----------     ------------
Revenues
<S>                                                <C>             <C>
  Securities commission                            $     7,034     $     85,715
  Insurance commission                                  15,394           41,158
  Consulting & Other commission                            472           62,042
                                                   -----------     ------------
        Net revenues                                    22,900          188,915

       Total operating expenses                        649,337          594,090
                                                   -----------     ------------

       Loss from Operations                           (626,437)        (405,175)

Non-Operating  Income  (expense):
  Interest income                                          223            3,391
  Interest expense                                     (18,719)         (13,566)
  Miscellaneous                                         21,068           36,324
                                                   -----------     ------------
Loss before income taxes                              (623,865)        (379,026)

Provision for income taxes                               8,280            2,400
                                                   -----------     ------------

Net loss                                           $  (632,145)    $   (381,426)
                                                   ===========     ============

Basic  &  diluted  weighted  average  number  of
  common stock outstanding                          15,051,440       15,000,000
                                                   ===========     ============

Basic & diluted net loss per share                 $    (0.042)    $     (0.025)
                                                   ===========     ============
</TABLE>



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

                                        10
<PAGE>

                      KING THOMASON, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                     Common  stock                                                                    Total
                                 --------------------
                                  Number of              Additional     Subscription  Shares to be  Accumulated   stockholders'
                                    shares    Amount   paid in capital   receivable      issued       deficit    equity (deficit)
                                 ----------  --------  ---------------  ------------  ------------  -----------  ----------------
<S>                              <C>         <C>         <C>             <C>           <C>         <C>               <C>
Balance as of January 1, 2001    13,312,500  $ 13,312    $ 311,210       $ (58,000)    $       -   $  (29,361)       $ 237,161

Recapitalization upon merger
  on December 7, 2001             1,687,500     1,688       (1,688)              -             -            -                -

Cancellation of shares              (75,000)      (75)     (24,030)         25,000             -            -              895

Issuance of shares under
   Reg. D filings                    75,000        75      124,925        (125,000)            -            -                -

Receipt  of  cash                         -         -            -          65,000             -            -           65,000

Net  loss  for  the  year                 -         -            -               -             -     (381,426)        (381,426)
                                 ----------  --------    ---------       ---------     ---------  -----------      -----------

Balance as of
  December 31, 2001              15,000,000    15,000      410,417         (93,000)            -     (410,787)         (78,370)

Shares issued for cash               98,900        99       68,801               -             -            -           68,900

Shares issued for
  prepaid expense                    21,000        21        3,129               -             -            -            3,150

50,000 shares to be
  issued  for  service                    -         -            -               -         9,500            -            9,500

131,429  shares  to  be
  issued  for  cash                       -         -            -               -        28,500            -           28,500

Net  loss  for  the  year                 -         -            -               -             -     (632,145)        (632,145)
                                 ----------  --------    ---------       ---------     ---------  -----------      -----------

Balance as of December 31, 2002  15,119,900  $ 15,120    $ 482,347       $ (93,000)    $  38,000  $(1,042,932)     $  (600,465)
                                 ==========  ========    =========       =========     =========  ===========      ===========
</TABLE>

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

                                        11
<PAGE>
                      KING THOMASON, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEAR ENDED DECEMBER 31, 2002 & 2001

<TABLE>
<CAPTION>
                                                        2002          2001
                                                   -----------   ------------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
<S>                                                <C>            <C>
  Net loss                                         $   (632,145)  $   (381,426)
  Adjustments  to  reconcile  net  loss  to
    net  cash  used  in operating  activities:
      Shares  to  be  issued  for  service                9,500              -
      Shares  issued  for  prepaid  expense               3,150              -
      Depreciation and amortization                       8,199          9,173
      (Increase)/decrease in current assets:
        Commission  receivable                           33,764        152,761
        Prepaid  expenses                                 3,910              -
        Deposits                                              -         15,355
      Increase/(decrease) in current liabilities:
        Accrued expenses                                233,647         17,855
                                                   ------------   ------------
        Net cash used in operating activities          (339,975)      (186,282)
                                                   ------------   ------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
      Acquisition  of  property  &  equipment            (1,419)             -
      Cash  acquired  in  acquisition                         -            895
                                                   ------------   ------------
        Net cash provided by (used in)
          investing activities                           (1,419)           895
                                                   ------------   ------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
      Payment  of  loans                                      -        (18,060)
      Proceeds  from  loans                              18,623              -
      Proceeds  from  notes payable                     210,000              -
      Proceeds from issuance of common stock             68,900              -
      Cash received for shares to be issued              28,500              -
      Cash received  against  subscription
        receivable                                            -         65,000
                                                   ------------   ------------
        Net cash provided by financing activities       326,023         46,940
                                                   ------------   ------------

 NET DECREASE IN CASH & CASH EQUIVALENTS                (15,371)      (138,447)

CASH  &  CASH  EQUIVALENTS,  BEGINNING  BALANCE          45,602        184,049
                                                   ------------   ------------

CASH & CASH EQUIVALENTS, ENDING BALANCE            $     30,231   $     45,602
                                                   ============   ============
</TABLE>

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

                                        12
<PAGE>

                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.     DESCRIPTION  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

The KingThomason Group, Inc. (KTGI) was organized in accordance with the General
Corporation  Act  of the State of Nevada on November 8, 2000, for the purpose of
merging  with  KingThomason,  Inc.  (KT), a Nevada corporation and subsidiaries.
KTGI  had  no  business  operation   through  December  31,  2001   and  was   a
development-stage  company  through  December 7, 2001, organized for the merger.
KTGI  effected  a merger on December 7, 2001 with KingThomason, Inc. pursuant to
approving  votes  of  the  shareholders  of  both  corporations.

King  Thomason, Inc. ("the Company"), was incorporated in the state of Nevada on
July  21,  2000. The Company's activities from inception until December 31, 2000
consisted  primarily of reviewing possible business opportunities and developing
the  business  model.

Pursuant  to  reorganization  agreement  dated  December  31,  2000, the Company
acquired  one  hundred   percent  (100%)  of  the  common  shares  of  following
subsidiaries:

(1)     King  Thomason,  Inc.  CA  (KTI):

KTI  was incorporated in the state of California on September 11, 1998 to market
and  sell  the  cash  security  retirement  plan and personal lines of insurance
including  homeowners  and  automobile.  KTI's activities consisted primarily of
acting  as  a  broker  for  insurance  companies  working  on  commission.

(2)     King  Thomason  Financial  Services,  Inc.  (KTFS):

KTFS was incorporated in the state of California on April 7, 1999, to market and
sell  the  financial and estate planning service, assets management services and
the  sell  of  stocks,  bond  and  mutual  funds.

(3)     King  Thomason  Insurance  Marketing,  Inc.  (KTIM):

KTIM  was  incorporated in the state of California on January 28, 2000 to market
and  sell  insurance  policies.  The  Company began its operations in the period
ended June 30, 2001. KTIM's activities consisted primarily of acting as a broker
for  dental  insurance  companies  working  on  commission.

(4)     King  Thomason  National  Limousine  Program,  Inc.  (KTNL):

KTNL  was  incorporated  in the state of California on August 17, 2000 to market
and  sell  physical  damage  and  liability  insurance  program  for  limousine
companies.  The  Company  did  not  have  any  activity  since  its inception. A
certificate  of  dissolution  was  filed  on  May  30,  2002.

                                       13

<PAGE>

                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


(5)     King  Thomason  Credit  Card  Services,  Inc.  (KTCC):

KTCC  was  incorporated  in  the  state  of  California  on  January 28, 2000 to
underwrite  and  issue  a private label credit card for use with its medical and
dental  insurance  products.  The Company did not have any activity until August
2002.

(6)     King  Thomason  Franchising,  Inc.  (KTFI):

KTFI was incorporated in the state of California on August 17, 2000 to franchise
a "Financial Center" to offer and sell various financial and insurance products.
The  Company  did  not  have  any  activity  since  its  inception.

(7)     King  Thomason  Insurance  Company,  Inc.  (KTIC):

KTIC  was incorporated in the state of California on January 28, 2000, to market
and sell Medical insurance policies. The Company did not have any activity since
its  inception.  A  certificate  of  dissolution  was  filed  on  May  30, 2002.

(8)     King  Thomason  Independent  Mortgage,  Inc.  (KTIMI):

KTIMI was incorporated in the state of California on January 28, 2000, to market
and  sell  mortgage  services.  The  Company did not have any activity since its
inception.  A  certificate  of  dissolution  was  filed  on  May  24,  2002.

(9)     King  Thomason  Asset  Management,  Inc.  (KTAM):

KTAM  was incorporated in the state of California on January 28, 2000, to market
and  sell  proprietary index mutual funds. The Company did not have any activity
since  its  inception.  A  certificate of dissolution was filed on May 30, 2002.

(10)     King  Thomason  Investment  Card,  Inc.  (KTICI):

KTICI was incorporated in the state of California on January 28, 2000, to market
and sell investment credit card. The Company did not have any activity since its
inception.  A  certificate  of  dissolution  was  filed  on  May  30,  2002.

Principles  of  Consolidation  &  Recapitalization

The accompanying consolidated financial statements for the period ended December
31, 2002, include the accounts of KTGI and it's  wholly owned subsidiaries, KTI,
KTFS,  KTCC & KTIM. There was no activity for the period ended December 31, 2002
for  KTNL,  KTFI,  KTIC, KTIMI, KTAM and KTICI (collectively the "Company"). All
significant  inter-company  accounts  and  transactions  have been eliminated in
consolidation.

For  accounting  purposes,  the  transaction  between KTGI and KT on December 7,
2001,  has been treated as a recapitalization of KTGI, with KT as the accounting

                                       14
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


acquirer  (reverse  acquisition), and has been accounted for in a manner similar
to  a  pooling  of  interests  with  KTGI  as  the  surviving  entity.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Cash  and  cash  equivalents

The  Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

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  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

Commission  receivable

Commission receivable represents amounts receivable from insurance companies for
the  commission  for  insurance  policies  and  annuity  sold.

Property  &  Equipment

Property  and  equipment  is  carried  at  cost.  Depreciation  of  property and
equipment  is  provided using the straight-line method over the estimated useful
lives  of  the  assets.  Expenditures for maintenance and repairs are charged to
expense  as  incurred.

Basic  and  diluted  net  loss  per  share

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share  for  all  periods  presented has been restated to reflect the adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or  exercised. Dilution is computed by applying the treasury stock method. Under
this  method,  options and warrants are assumed to be exercised at the beginning
of  the  period (or at the time of issuance, if later), and as if funds obtained
thereby  were  used  to purchase common stock at the average market price during
the  period.

Stock-based  compensation

The Company has adopted the disclosure provisions only of SFAS 123 and continues
to  account  for  stock  based  compensation  using  the  intrinsic value method

                                       15
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


prescribed in accordance with the provisions of APB No. 25, Accounting for Stock
Issued  to  Employees,  and  related  interpretations.  Common  stock  issued to
employees  for  compensation  is  accounted for based on the market price of the
underlying  stock,  generally  the  average  low  bid  price.

The  Company  accounts  for stock-based compensation issued to non-employees and
consultants  in  accordance  with  the  provisions  of SFAS 123 and the Emerging
Issues  Task  Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for
Equity  Instruments  that are Issued to Other Than Employees for Acquiring or in
Conjunction  with  Selling,  Goods   or  Services".    Common  stock  issued  to
non-employees  in exchange for services is accounted for based on the fair value
of  the  services  received.

Fair  value  of  financial  instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of  financial  instruments,  requires  that  the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of  financial  position for current assets and current liabilities qualifying as
financial  instruments  are  a  reasonable  estimate  of  fair  value.

Segment  Reporting

Statement  of financial accounting standards No. 131, Disclosures about segments
of  an  enterprise  and  related  information  (SFAS  No. 131), which superceded
statement  of  financial  accounting  standards  No. 14, Financial reporting for
segments of a business enterprise, establishes standards for the way that public
enterprises  report  information  about  operating  segments in annual financial
statements  and  requires  reporting  of  selected  information  about operating
segments  in  interim  financial  statements  regarding  products  and services,
geographic areas and major customers. SFAS No. 131 defines operating segments as
components  of  an  enterprise  about  which  separate  financial information is
available  that  is evaluated regularly by the chief operating decision maker in
deciding  how  to  allocate  resources  and  in  assessing  performances.

The  Company  allocates  resources  and  assesses  the  performance of its sales
activities  as  one  segment. During the years ended December 31, 2002 and 2001,
the  Company  only  operated  in  one  segment. Most of its revenue is generated
through  commission income, therefore segment disclosure has not been presented.

Revenue  Recognition

Revenue  is  recognized  when  earned. Commission income is recognized as of the
effective  date  of the policy. Any adjustments to commissions are recognized in
the year in which they occur. During the years ended December 31, 2002 and 2001,
the  Company  earned  commission on securities transaction consummated through a
Broker  Dealer.  The  Securities  commission  and  related  revenue  and expense
associated  with  the Company's securities business are recorded on a settlement
date  basis.

                                       16
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Allowance  for  doubtful  accounts

In determining the allowance to be maintained, management evaluates many factors
including  industry  and historical loss experience.  The allowance for doubtful
accounts is maintained at an amount management deems adequate to cover estimated
losses.  The  Company  considers  accounts  receivable  to be fully collectible;
accordingly,  no  allowance  for  doubtful  accounts  is  required.

Research  and  Development

Research  and  development  costs  are  expensed  as  incurred.

Advertising

The  Company  expenses  advertising  costs  as  incurred.

Income  taxes

Deferred income tax assets and liabilities are computed annually for differences
between  the  financial  statements and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted laws
and  rates  applicable  to  the periods in which the differences are expected to
affect  taxable income (loss). Valuation allowance is established when necessary
to  reduce  deferred  tax  assets  to  the  amount  expected  to  be  realized.

Reclassifications

Certain  items in the prior year financial statements have been reclassified for
comparative  purposes  to  conform  to  the presentation in the current period's
presentation.  These reclassifications have no effect on the previously reported
income  (loss).

3.     RECENT  PRONOUNCEMENTS

On  July  20,  2001,  the FASB issued SFAS No. 141, "Business Combinations," and
SFAS  No.  142,  "Goodwill  and  Other Intangible Assets." These statements make
significant  changes  to the accounting for business combinations, goodwill, and
intangible  assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for  business  combinations  and  will  require  that  the  purchase  method  of
accounting  be used for all business combinations initiated after June 30, 2001.
Use  of  the  pooling-of-interests  method will be prohibited. This statement is
effective  for  business  combinations  completed  after  June  30,  2001.

SFAS  No.  142  establishes  new  standards  for goodwill acquired in a business
combination  and  eliminates  amortization  of  goodwill  and instead sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a  determinable useful life will continue to be amortized over that period. This
statement  becomes  effective  January  1,  2002.

                                       17
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  143,  "Accounting for Asset
Retirement  Obligations".  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements  issued  for  fiscal  years  beginning  after  June  15,  2002.

SFAS  No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was  issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after  December  15,  2001, and addresses financial accounting and reporting for
the  impairment or disposal of long-lived assets. This statement supersedes SFAS
No.  121  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to  Be  Disposed Of," and the accounting and reporting provisions of APB
Opinion  No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

The  adoption  of  above pronouncements, did not materially impact the Company's
financial  position  or  results  of  operations.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145").  SFAS  145  rescinds  the  automatic  treatment  of  gains or losses from
extinguishments  of  debt  as  extraordinary  unless  they meet the criteria for
extraordinary  items as outlined in APB Opinion No. 30, Reporting the Results of
Operations,  Reporting  the  Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have  economic effects that are similar to sale-leaseback transactions and makes
various technical corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective for fiscal years
beginning  after  May  15,  2002,  with  early  adoption  encouraged.  All other
provisions  of  SFAS  145 are effective for transactions occurring after May 15,
2002,  with  early  adoption  encouraged.  The  Company does not anticipate that
adoption  of  SFAS  145 will have a material effect on our earnings or financial
position.

In  June  2002,  the  FASB issued SFAS No. 146 " Accounting for Costs Associated
with exit or Disposal Activities." This Statement addresses financial accounting
and  reporting  for  costs  associated  with  exit  or  disposal  activities and
nullifies   Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a Restructuring)." This Statement
requires  that  a  liability  for  a  cost  associated  with an exit or disposal
activity  be  recognized  when  the  liability  is  incurred. Under Issue 94-3 a
liability for an exit cost as defined, was recognized at the date of an entity's
commitment  to  an  exit plan. This statement will not have a material impact on
the  Company's  financial  statements.

In  October  2002,  the  FASB  issued  SFAS  No.  147,  "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value

                                       18
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


of  liabilities  assumed  over  the  fair  value  of  tangible  and identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires  that  those  transactions be accounted for in accordance with SFAS No.
141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets."  In  addition,  this statement amends SFAS No. 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets,"  to include certain financial
institution-related  intangible assets.  The Company does not expect adoption of
SFAS  No.  147  would have a material impact, if any, on its financial position,
results  of  operations  or  cash  flows.

In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others"  (FIN  45).  FIN 45 requires that upon
issuance  of  a  guarantee,  a guarantor must recognize a liability for the fair
value  of  an  obligation  assumed  under  a  guarantee.  FIN  45  also requires
additional  disclosures  by  a  guarantor  in  its  interim and annual financial
statements  about  the  obligations  associated  with  guarantees  issued.  The
recognition  provisions  of  FIN  45  are effective for any guarantees issued or
modified  after December 31, 2002. The disclosure requirements are effective for
financial  statements  of  interim  or  annual periods ending after December 15,
2002.  The  adoption  of  FIN45 is not expected to have a material effect on the
Company's  financial  position,  results  of  operations,  or  cash  flows.

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock Based
Compensation-Transition  and  Disclosure".  SFAS  No.  148  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  Statement  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 Statement is effective for the Companies' interim reporting period
ending  January  31, 2003.  The Companies do not expect the adoption of SFAS No.
148  would  have  a  material  impact  on  its  financial position or results of
operations  or  cash  flows.

4.     PROPERTY  AND  EQUIPMENT

Property  and  equipment  consisted  of  following  on  December  31,  2002:

<TABLE>
<CAPTION>
<S>                                                        <C>
             Furniture,  fixture  and  Equipment           $    62,426
             Less:  Accumulated  depreciation                   33,711
                                                           -----------
                                                           $    28,715
                                                           ===========
</TABLE>

5.     ACCOUNTS  PAYABLE  &  ACCRUED  EXPENSES

Accounts payable and accrued expenses consisted of the following on December 31,
2002:
<TABLE>
<CAPTION>
<S>                                                        <C>
             Accrued  consulting                           $   200,000
             Accrued  interest                                  42,000
             Other                                              45,790
                                                           -----------
                                                           $   287,790
                                                           ===========
</TABLE>

                                       19
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


6.     NOTE  PAYABLE-BANK

The  Company  has  a line of credit with a bank in the amount of $19,500.  As of
December  31,  2002,  the  line of credit had an outstanding balance of $18,623.
Interest  paid  on  all corporate borrowings amounted to $1,451 and $356 for the
years  ended  December 31, 2002 and December 31, 2001, respectively. The Line is
unsecured,  carries  an annual interest rate of 9.5% and expires in August 2004.

7.     LOAN  FROM  OFFICERS

The  loan is due on demand, unsecured and bears an interest rate of 6% per year.
The interest expense accrued on this loan was $575 each for years ended December
31,  2002  and  2001.

8.     NOTES  PAYABLE  -  RELATED  PARTIES

The  Company  has  notes  payable  to  two  shareholders amounting $88,000 as of
December  31,  2002. The notes are due on demand, unsecured and bear an interest
rate  of 10% per year. The interest expense accrued on this loan was $8,800 each
for  year  ended  December  31,  2002  and  2001.

9.     NOTE  PAYABLE  -  OTHERS

The  Company  has a note payable to a vendor amounting to $54,180 as of December
31,  2002.  The  note  is  payable  by  December  15,  2004. The note payable is
unsecured  and  bears  an interest rate of 5.8% per year. Per the agreement, the
note  will  be  adjusted  against  the rebates the Company will receive from the
vendor, subject to the Company meeting certain production requirements. The note
will  be  adjusted  at  20% of the original balance per year against the rebates
earned.  However,  in  June  2002,  the  Company ceased the association with the
entity.  Therefore,  pursuant to the agreement on the note, entire amount of the
note  is  due  and  recorded  as  a  current  liability.

10.    NOTE  PAYABLE-  LONG  TERM

In July 2002, the Company issued promissory notes of $190,000 bearing intrest at
12% per annum, payable in 18 months, and on November 1, 2002, the Company issued
promissory  notes  of $20,000 bearing interest rate of 12% per annum, payable in
18  months.

The  holder  of the notes may extend the term for an additional 18 months with a
written  notice  at  least 30 days before the end of the term. The extended note
will  bear  12.5%  interest  rate  per  year.  When  the  note  is extended, two
additional  extension  options  may be made by the holder with a written notice.
Each  extension  of the note will increase its interest rate by 0.5%. Therefore,
effective  interest  rate will be as follows; Term one-12%, Term two-12.5%, Term
three-13%,  and  Term  four-13.5%.  The interests are payable quarterly starting
October  2002.

                                       20
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


The  Company  granted non-transferable Warrants to purchase, at a purchase price
of  $0.25 a share, four shares of common stock of the Company for each dollar of
the  principal  amount  of the note. The warrants expire on the due dates of the
notes.  The  fair value of the warrants was calculated using Black Schole module
was  zero  at  the  date  of  issuance  using  the  following  assumptions:

Volatility  0
Interest  rate:  5  %
Expected  life:  18  months
Dividend:  zero

Accordingly  no  proceeds  were  allocated  to  the  warrants.

11.    INCOME  TAXES

The  subsidiaries of the KT had elected, under the Internal Revenue Code and the
State  of California, to be an S-corporation for federal income tax purposes. In
lieu of corporation income taxes, the stockholders of an S-corporation are taxed
on their proportionate share of the Company's taxable income. However, effective
December  31,  2000,  the  subsidiaries  were  acquired  by  KT,  which  is a "C
corporation".  Under  the  rules,  S-corporation could not be owned 100% by a "C
corporation",  therefore  the subsidiaries lost their statues as "S Corporation"
subsequent  to  December  31,  2000  and  are  now  "C  Corporation".

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss  carry-forwards.  Through  December  31,  2002, the Company
incurred  net operating losses for tax purposes of approximately $1,040,000. The
net  operating  loss carry-forwards may be used to reduce taxable income through
the  year  2017  for  federal  and  2007  for  state  income  tax  purpose.

The  gross  deferred tax asset balance due to loss carry-forwards as of December
31,  2002  was  approximately  $416,000.  A  100%  valuation  allowance has been
established  against  the  deferred  tax  assets, as the utilization of the loss
carry-forwards cannot reasonably be assured. There was no significant difference
between  reportable  income  tax  and  statutory  income  tax.

For  information  purposes,  the  statements  of  operations  for the year would
include  the  following  pro  forma adjustment for income taxes which would have
been  recorded  if  the  Company had been a "C" corporation, based on a combined
federal  and  state  income  tax rate of 40%, which approximates the federal and
state  income  tax  rates  in  effect  during  those  periods.

12.    STOCKHOLDERS'  EQUITY

The  Company issued 98,900 shares of common stock for cash of $68,900 during the
period  ended  December  31,  2002.

The  Company  issued 21,000 shares of common stock for prepaid expense amounting
$3,150.

                                       21
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


The  Company  received  cash  of  $28,500  for  131,429  shares  to  be  issued.

The  Company recorded 50,000 shares to be issued for services received amounting
$9,500.

13.    MAJOR  CUSTOMERS

During  the  year ended December 31, 2002, a majority of the Company's insurance
commission  income  was  earned from two major service provider, which accounted
for  approximately  85%  of  total  insurance  commission  income.  There was no
commission receivable from that service provider as of December 31, 2002. 80% of
the  Company's  securities  commission  income was earned from one major service
provider  during  the  year  ended  December  31,  2002.

During  the  year ended December 31, 2001, a majority of the Company's insurance
commission  income  was  earned from one major service provider, which accounted
for  approximately  85%  of  total  insurance  commission  income.  There was no
commission receivable from that service provider as of December 31, 2001. All of
the  Company's  securities  commission  income was earned from one major service
provider during the year ended December 31, 2001 which accounted for 100% of the
total  securities  commission  income.

The  Company  extends credit to its customers based upon its assessment of their
credit  worthiness and generally does not require collateral. Credit losses have
not  been  significant.

14.    SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOWS

The  Company  prepares its statements of cash flows using the indirect method as
defined  under  the  Financial  Accounting  Standard  No.  95.

The  Company paid $6,623 and $800 for income tax in the years ended December 31,
2002  and 2001, respectively. The Company paid $1,451 and $0 for interest during
the  year  ended  December  31,  2002  and  2001,  respectively.

15.    COMMITMENTS

The  company  leases  its office facility under a five-year lease that commenced
July  15, 1999. Monthly rental under the lease is $7,677. Minimum annual rentals
for  twelve-month periods ended, subsequent to December 31, 2002 are as follows:

<TABLE>
<CAPTION>
                    Year                             Amount
                    ----                             ------
<S>                                               <C>
                    2003                              92,127
                    2004                              61,418
                                                  ----------
                    Total                         $  153,545
                                                  ==========
</TABLE>

On February 1, 2002 the Company entered into a consulting agreement for 36-month
period  with  a  consultant  to  provide  debt  management, collections, capital

                                       22
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


markets,  financial and related advice. The Company paid $75,000 pursuant to the
consulting  agreement  and  accrued  $200,000  through  December  31,  2002.

16.    MERGER

KTGI  agreed  on  January  15,  2001,  to  merge with KT.  KTGI is the surviving
corporation  (Survivor),  but former shareholders of KT will elect all directors
and  officers  of the Survivor.  All outstanding stock of KT in the hands of its
stockholders were cancelled and converted into 13,312,500 shares of Common Stock
of  the Company when the merger became effective. Former officers, directors and
shareholders  of  SuperCorp. (Parent company of KTGI) received 1,687,500 shares.
After  the  merger, the former shareholders of KT own 88.75% of the total voting
shares  of  the  Company.  The  merger  of KTGI and KT qualifies as a nontaxable
reorganization under the tax laws of the United States. For accounting purposes,
the  transaction  has been treated as a recapitalization of KTGI, with KT as the
accounting  acquirer  (reverse  acquisition),  and  has  been accounted for in a
manner  similar  to  a  pooling  of  interests.

17.    EARNING  PER  SHARE

Earnings  per  share  for  the  years  ended  December  31,  2002  and 2001 were
determined by dividing net income for the periods by the weighted average number
of  both  basic  and diluted shares of common stock and common stock equivalents
outstanding.  Stocks  to  be issued are regarded as common stock equivalents and
are  considered  in  diluted  earnings  per  share  calculations.

Weighted  average  number  of  shares used to compute basic and diluted loss per
share  is  the  same  in  this financial statements since the effect of dilutive
securities  is  anti-dilutive.

18.    GOING  CONCERN

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity  with  generally  accepted  accounting  principles  which contemplate
continuation  of  the  company  as a going concern.  However, the Company has an
accumulated  deficit  of  $1,042,932  at  December 31, 2002. The Company's total
liabilities  exceed  its  total  assets  by  $600,465.  In  view  of the matters
described above, recoverability of a major portion of the recorded asset amounts
shown in the accompanying consolidated balance sheet is dependent upon continued
operations of the company, which in turn is dependent upon the Company's ability
to  raise  additional  capital,  obtain  financing  and  succeed  in  its future
operations,  The financial statements do not include any adjustments relating to
the  recoverability  and classification of recorded asset amounts or amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.




                                       23
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Management  has  taken the following steps to revise its operating and financial
requirements,  which  it believes are sufficient to provide the Company with the
ability  to  continue  as  a  going  concern.  The  Company is actively pursuing
additional  funding and potential merger or acquisition candidates and strategic
partners, which would enhance stockholders' investment. Management believes that
the above actions will allow the Company to continue operations through the next
fiscal  year.  In this regard, the Company received $68,900 for 98,900 shares of
common  stock,  during  the  year  ended  December  31,  2002.















                                       24
<PAGE>

Item  8.     Changes  In  and  Disagreements  With Accountants on Accounting and
Financial  Disclosure.

     Effective  on December 12, 2001 the principal independent accountant, Hogan
&  Slovacek of Oklahoma City, Oklahoma, resigned as the Registrant's independent
accountant.  The  reports  of  Hogan  &  Slovacek on financial statements of the
Company  filed  with the Securities and Exchange Commission contained no adverse
opinions  or  disclaimers  of  opinion, and were not modified as to uncertainty,
audit  scope  or  accounting principles during the past two years or the interim
period  to  December  12,  2001.

     During  the  past  two years or interim periods prior to December 12, 2001,
there were no disagreements between the Company and Hogan & Slovacek, whether or
not  resolved,  on  any  matter of accounting principles or practices, financial
statement  disclosure, or auditing scope or procedure, which, if not resolved to
Hogan  &  Slovacek's satisfaction, would have caused it to make reference to the
subject  matter  of  the  disagreements  in  connection  with  its  reports.

     On December 12, 2001 the Company engaged the firm of Kabani & Company, Inc.
of  Fountain  Valley,  California,  as  independent accountants for the Company.
Prior  to  December  12, 2001 neither the Company, nor anyone on its behalf, had
consulted  with  Kabani  &  Company  concerning  the  application  or accounting
principles to any specific completed or contemplated transaction, or the type of
audit  opinion  that  might  be  rendered on the Company's financial statements.

     The  decision  to  change  accountants  was recommended and approved by the
board  of  directors.

Item  9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons.

Directors,  Executive  Officers  and  Significant  Employees.
-------------------------------------------------------------

     Set forth below are the names and terms of office of each of the directors,
executive  officers  and  significant employees of the KingThomason Group and of
its  subsidiaries  and  a  description  of  the  business  experience  of  each.

<TABLE>
<CAPTION>
                KingThomason, Inc. (the Nevada holding company)
                -----------------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
T.E. King III, 35           President,                   7-00            12-03
                            Chief Financial Officer      7-00            12-03
                            and Director                 7-00            12-03

Hume A. "Tom" Thomason, 60  Secretary and                7-00            12-03
                            Director                     7-00            12-03

Ralph Mele,  66             Chief Operating Officer      4-02            12-03

William T. Waler, Jr., 67   Director                     4-02            12-03

Arthur Mele, 61             Vice President of            4-02            12-03
                            Communications

Steven A. Cerra, 55         Vice President of Sales      4-02            12-03
</TABLE>

                                       25
<PAGE>
<TABLE>
<CAPTION>
                        KingThomason, Inc. (California)
                        -------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
T.E. King III, 35           Chief Financial Officer,     9-98            12-03
                            Secretary and                9-98            12-03
                            Director                     9-98            12-03

Hume A. "Tom" Thomason, 60  President, Director          9-98            12-03
</TABLE>

<TABLE>
<CAPTION>
                      KingThomason Financial Services, Inc.
                      -------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A. "Tom" Thomason, 60  Director                     4-99            12-03

T.E. King III, 35           Chief Financial Officer,     4-99            12-03
                            Secretary and                4-99            12-03
                            Director                     4-99            12-03
</TABLE>

<TABLE>
<CAPTION>
                    KingThomason Credit Cards Services, Inc.
                    ----------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A. "Tom" Thomason, 60  Director                     1-00            12-03

T.E. King, III, 35          President,                   1-00            12-03
                            Chief Financial Officer,     1-00            12-03
                            Secretary and                1-00            12-03
                            Director                     1-00            12-03

Richard Michel, 62          Director                     1-00            12-03
</TABLE>

<TABLE>
<CAPTION>
                         KingThomason Franchising, Inc.
                         ------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A. "Tom" Thomason, 60  Director                     8-00            12-03

T.E. King III, 35           President,                   8-00            12-03
                            Chief Financial Officer,     8-00            12-03
                            Secretary and                8-00            12-03
                            Director                     8-00            12-03
</TABLE>

                                       26
<PAGE>
     Business  Experience:

     Thomas  "Tim"  King.  Mr.  King  received  a  bachelor-of-science degree in
business  administration in 1990 at the University of Southern California.  From
July 1990 until January 1992 he was a representative of Amplicon Financial, Inc.
of  Santa Ana, California, a company that leased high-tech hardware and software
systems.  From  January  1992  until  July  1992  he was a representative of his
father's  investment  banking  company,  King & Associates of Los Angeles.  From
July  1992  until September 1993 he was a foreign exchange department manager of
Tokyo  International  Investments,  Ltd.  of  San  Francisco,  California.  From
September 1993 until April 1996 he was a co-founder, director and vice president
of  G-5  Global  Investments  of San Francisco, California, a private hedge fund
active  in  the  currency  markets.  From  April  1996  until  May 1998 he was a
district  manager  of  SunAmerica  Securities,  Inc.  of  Concord, California, a
securities  market  financial  consulting  firm.   In  May  1998  he  co-founded
KingThomason, Inc. of San Ramon, California and has served as a director and its
president  since its inception.  Mr. King devotes 100 percent of his time to the
business  of  KingThomason.

     Hume A. (Tom) Thomason.  Mr. Thomason received a bachelor-of-science degree
in 19-65 from Arizona State University. He subsequently pursued graduate studies
at  the  University  of  Southern  California  and attended extension courses at
LaSalle  University  and management courses at Harvard College.  From 1977 until
1981  he  was  a vice president of new business development of Angelo, Hawkins &
Thomason  of  Sacramento,  California,  a  property, casualty and life insurance
agency.  From  1981  until  1983  he  was  vice president of marketing of Thomas
Underly  Development Company of Sacramento, California, a commercial real estate
development company.  From 1984 until 1986 he was an independent insurance agent
in  Orange  County,  California,  and  sold  commercial  property  and casualty,
benefits,  pension  and  life  insurance  products  to  commercial  accounts  he
developed.  From  1987 until 1991 he sold the same type of insurance products to
new  corporate  clients  for  Sedgwick  James  and  RBH Insurance Brokers of Los
Angeles, California.  From 1991 until 1994 he was again an independent insurance
agent  selling  the  same  types of insurance products out of his offices in Los
Angeles,  California.  From  1994  until  1997  he  was  the  vice  president of
marketing and sales of America China Enterprises, Inc. of San Ramon, California,
a company that sells a portfolio of insurance products and financial services in
California and in foreign markets.  In 1998 he co-founded KingThomason, Inc. and
has  served  as  a director and its corporate secretary since its inception. Mr.
Thomason  devotes  100  percent  of  his  time  to the business of KingThomason.

     Ralph  Mele  -  Chief  Operating  Officer.  Mr. Mele is responsible for the
operational  functions  of  the  group  with  29  years  of executive and senior
management  experience;  he  is  involved  on  a daily basis with all aspects of
servicing  both  KTG  and  KTCC.  Most recently Ralph was one of the founders of
ZANTAZ,  Inc.  a financial services Internet Company, formed in 1998, and served
as  President  and  CEO  until  January 2001. His expertise is in recruiting and
developing  strong  management  teams  in  sales,  marketing,  engineering,  and
technical  support. He has developed key strategic alliance partnerships and set
up  sales  distribution  channels in North America, Europe, and the Pacific Rim.
Prior  to  ZANTAZ,  he  was President and COO of Zapex Technologies, Inc; he was
responsible  for  all  aspects  of the company's operations. Ralph has served as
Senior Executive VP of Worldwide Sales & Service at MasPar Computer Corporation,
Senior  VP  of  North American Operations at Silicon Graphics and Eastern Region
Area  Manager  at  Hewlett-Packard  Corporation. He holds a BSEE degree from the
University  of  Michigan.

                                       27
<PAGE>

     Steven  A.  Cerra,  Ph.D.  -  Vice  President of Sales.  Steve is currently
responsible  for  the  field  sales  and  marketing  of  KTCC products.  He most
recently  operated  a  healthcare  consultancy  and  offered  services to a wide
variety  of  clients  including  both  healthcare and workers compensation TPAs,
health insurance and reinsurance carriers, medical malpractice carriers, managed
behavioral  healthcare  companies, pharmacy benefit management companies, vision
benefit  management  companies,  HMOs  and   healthcare  service  providers  and
preferred  provider  organizations.   He  served  as  Vice  President,  Sales  &
Marketing  and  Provider  Relations for a California, statewide medical-surgical
preferred  provider  organization  whose principal owners were UniHealth America
and  the  Adventist  Healthcare System West.  He also functioned as a liaison to
the ownership's two HMOs, its product development officer and provider excess of
loss  reinsurance  intermediary  for  its  captivated  contracts. Throughout Mr.
Cerra's  distinguished  career  he  has  held several senior sales and marketing
roles in the healthcare industry. Mr. Cerra lives in southern California and has
a  Ph.D.  from  the  University  of  Southern  California.

     William  T.  Walker  Jr.  -  Board of Directors.  Bill Walker is an outside
director  with  extensive  experience  in  the  investment banking and corporate
management arena.  During his career he has run his own investment-banking firm,
Walker  Associates.  Additionally,  he  has  served as Executive Vice President,
Manager  Investment  Banking,  Member  of  the  Board  and  Executive Committee,
Chairman  of  the  Underwriting  Committee  at  BATEMAN  EICHLER, HILL RICHARDS,
Partner, Manager of the Syndicate Department and Supervisor of the Institutional
Department  in  the  New York headquarters for GLORE FORGAN, WILLIAM R. STAATS &
CO.  He  has  been  directly  involved  with  and  responsible for the financial
planning,  direction  and  performance of both the Corporate Finance Departments
and  the  Syndicate  Departments.    He  has  consulted   with  corporations  in
preparation  for  public  and private offerings and private financing as well as
assisted  public  companies  with  their  financial public relations. He holds a
degree  from  Stanford  University,  Palo  Alto  California  and Culver Military
Academy,  Culver  Indiana.  He  also  served  in the United States Air Force and
California  Air  National  Guard.

     Arthur  Mele  -  Director  of  Communications.  Mr. Arthur Mele is uniquely
qualified  to  develop  compelling  integrated  corporate  marketing  with clear
consistent  branding  and  effective  messaging.  He has extensive marketing and
communication  experience,  with  special  emphasis on creative problem solving,
strategic   direction,  product   positioning  and  campaign   development   and
management.  He  has  an  extensive  film and video production background.  Most
recently Arthur held the Director of Marketing Communications position at ZANTAZ
Inc. where he coordinated implemented and managed marketing programs that helped
result in the acquisition of several major new customers. Prior to ZANTAZ he was
Creative  Director  for  the  Rutherford  Bolen Group one of the fastest growing
privately  held  design  companies  in the Santa Clara Valley where he managed a
nine  person  marketing  team  responsible  for  worldwide sales and promotional
material.  At  Campbell-Ewald  Advertising,  in New York and Los Angeles he held
Senior  Art  Director,  Creative  Director  and  Head  of  Broadcast  positions,
following  that  experience  Arthur  created  the  Edgewood Knoll Studios, a Los
Angeles   based  Production  Company  producing  major  commercials,  television
programming  and  feature  films.  He  graduated  in 1965 from the University of
Michigan  School  of  Architecture  and  Design, where he majored in information
design  and  communications.

                                       28
<PAGE>

          Richard  Michel.   Mr.  Michel  has  over  27  years  of  professional
experience  in  the  health  insurance  industry. After graduating from Syracuse
University  with  a  degree  in  business,  he  was employed as a medical claims
administrator  from  1974 to 1988.  From 1988 to 1994 he was employed by Ventura
County Foundation for Medical Care (California) as its director of marketing and
public  relations  with regard to its managed care and related programs for over
40,000  insured  members.  From  1994  to the present he has served as the chief
executive officer of Ventura County Foundation for Medical Care (California) and
coordinated  managed  care  programs  serving  over 1,500 health care providers.
From  1995  to  the present he has served also as the chief executive officer of
Los  Angeles  Foundation  for  Medical Care (California) and coordinated managed
care  programs  serving  over  10,000  health  care providers.  From 1995 to the
present  he  has  served also as president of Cal-Centurion Management Insurance
Company  of Ventura, California and managed its operations with regard to group,
individual,  fully  insured  and  self-insured  health  care programs as well as
directing its physicians group networks and risk sharing programs.  From 1995 to
the  present he has also served as president of Ventura Insurance Administrators
of  Ventura,  California  and  served  as a third party administrator for local,
statewide  and  national  health  insurance employer groups.  In January 2001 he
joined KingThomason as a director of KingThomason Credit Card Services, Inc. Mr.
Michel  devotes  50  percent  of  his  time  to  the  business  of KingThomason.

Item  10.     Executive  Compensation.

     The  directors  of  KingThomason  Group  and  its  subsidiaries  receive no
compensation  for  their  services  as  directors.  The officers of KingThomason
Group  and  its  subsidiaries  received  from  it  an  aggregate  of  $64,250 of
compensation  in  the  last  fiscal  year  for their services in all capacities.

     Mr.  King,  our  president,  received  a  salary  in  2002  of  $29,250.

     The following sets forth the remuneration received in the last three fiscal
years by Mr. King, the president of KingThomason, in all capacities.  No officer
or  employee  has received total remuneration of $100,000 or more in any of such
years.

<PAGE>
<TABLE>
<CAPTION>
                                          Awards
                                        ------------
          Annual  Compensation                         Securities
-------------------------------------
                                                       Underlying         Payouts
                                                                   -----------------------
                         Other Annual   Restricted     Options/    LTIP       All  Other
Year   Salary   Bonus    Compensation   Stock Awards   SARS        Payouts    Compensation
----   ------   ------   ------------   ------------   ----------  -------    ------------
<S>    <C>       <C>              <C>            <C>    <C>            <C>            <C>
2002   $29,250        0           0              0      100,000        0              0
2001   $32,000        0           0              0            0        0              0
2000   $34,500        0           0              0            0        0              0
</TABLE>








                                       29
<PAGE>

     Employment  Contracts.
     ----------------------

     We  have  employment  contracts  with  Ralph  Mele  and  Arthur  Mele.

     Stock  Options.
     ---------------

     We  have  a  stock  option  plan, the major provisions of which Plan are as
follows:

     Options granted under the plan may be "employee incentive stock options" as
defined  under  Section  422 of the Internal Revenue Code or non-qualified stock
options,  as determined by the option committee of the board of directors at the
time  of grant of an option.  The plan enables the option committee of the board
of  directors  to  grant  up  to  two  million  stock  options  to employees and
consultants  from  time  to  time.  The  option  committee has granted 1,020,000
options  to  management  employees  exercisable  over  the  next  five  years.
<TABLE>
<CAPTION>
                      Option/SAR Grants in Last Fiscal Year
                      -------------------------------------
                                Individual Grants
                                -----------------
                                                  % of Total
                                                 Options/SARs
                       Number of Securities      Granted to
Name of Executive            Underlying          Employees in                       Expiration
     Officer           Options/SARs Granted      Fiscal Year     Exercise Price        Date
---------------------------------------------------------------------------------------------
<S>                            <C>                  <C>               <C>              <C>
T.E. King III                  100,000               9.8%             $0.25            09-07

Hume A. Thomason               100,000               9.8%             $0.25            09-07

Ralph Mele                     500,000              49.0%             $0.25            09-12

Arthur Mele                    120,000              11.8%             $0.25            09-12

Steve Cerra                    200,000              19.6%             $0.25            09-12
</TABLE>


<TABLE>
<CAPTION>
            Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
            -------------------------------------------------------------------------------
                        Shares               Number of Securities Underlying     Value of Unexercised In-the-
                       Acquired               Unexercised Options/SARs at          Money Options/SARs at FY-
                          on        Value             FY-End (#)                             End ($)
     Name of           Exercise   Realized
Executive Officer        (#)         ($)          Exercisable/Unexercisable          Exercisable/Unexercisable
-------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>               <C>                                <C>
T.E. King III              0         $0                0 / 100,000                        $0 / $15,000

Hume A. Thomason           0         $0                0 / 100,000                        $0 / $15,000

Ralph Mele                 0         $0                0 / 500,000                        $0 / $75,000

Arthur Mele                0         $0                0 / 120,000                        $0 / $18,000

Steve Cerra                0         $0                0 / 200,000                        $0 / $30,000
</TABLE>

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

     The  following table shows information as of December 31, 2002 with respect
to each beneficial owner of more than five percent of each class of voting stock


                                       30
<PAGE>

of KingThomason Group, and to each of the officers and directors of KingThomason
Group  individually  and  as  a  group:

<PAGE>
<TABLE>
<CAPTION>
                                                    No. of Shares     % of Class
                                                    -------------     ----------

T.E.  King  III
3180  Crow  Canyon  Place,  Suite  205
<S>                                                    <C>                 <C>
San  Ramon,  CA  94583                                 5,793,464           38.5

Hume  A.  ("Tom")  Thomason
3180  Crow  Canyon  Place,  Suite  205
San  Ramon,  CA  94583                                 5,193,463           34.5

Richard  Michel
1275-4  Sea  Cliff  Court
Ventura,  CA  93003                                      131,062            0.9

Ralph  Mele
1145  Pineto  Place
Pleasanton, CA 94566                                           0              0

William  T.  Walker,  Jr.
P.  O.  Box  10684
Beverly Hills, CA 90213                                        0              0

Arthur  Mele
4041  West  Lakeshore  Drive
San Ramon, CA 94583                                            0              0

Steven  A.  Cerra
2128  Victoria  Drive
Santa Ana, CA 92706                                            0              0

Officers and Directors as a Group (7 persons)         11,167,989           73.9
</TABLE>

Item  12.     Certain  Relationships  and  Related  Transactions.

     Our  company,  The  KingThomason Group, Inc. ("the Group") was organized by
SuperCorp  Inc.,  an  Oklahoma  corporation,  for the purpose of merging it with
KingThomason,  Inc.  ("KingThomason"),  an  operating company.  SuperCorp bought
1,312,500  shares  of the Group at $0.001 a share for the purpose of registering
them  for SuperCorp's distribution of them to its 600 SuperCorp shareholders. An
additional  375,000  shares  of  common  stock  of the company were purchased at
$0.001 a share by T.E. King II, a SuperCorp director and the father of T.E. King
III,  the president and a director of KingThomason.  T.E. King II received these
375,000  shares  of  common  stock  of  The Group in the capacity of a "finder."

                                       31
<PAGE>

     In  August  2000 the president of KingThomason, T.E. King III, asked Thomas
J.  Kenan, Esq., a director and corporate secretary of SuperCorp, if Kenan would
accept  50,000 shares of common stock of KingThomason in exchange for $20,000 of
the $40,000 legal fees Kenan would earn for drafting the registration statements
for the transaction.  Mr. Kenan accepted this offer and was issued 50,000 shares
of  common  stock of KingThomason in exchange for $20,000 of his legal services.

     Both  of  these  two  persons,  T.E.  King  II  and Thomas J. Kenan, either
directly  or  by  attribution,  are  stockholders  of  SuperCorp.  Each received
spinoff  shares  in the pro rata spinoff distribution. Both of these persons may
be  deemed  to be "promoters" or "insiders" of the company who received benefits
from  the  transaction  not  received  by  other  SuperCorp  stockholders.

     There  are other persons that may be deemed to be "promoters" or "insiders"
-  the  officers and other directors of SuperCorp, which persons received shares
of  The  Group  pro rata with all other SuperCorp shareholders but which persons
assisted  in  the  promotion  of  the  spinoff  and  merger  transactions.   The
identities of all the insiders and promoters, their positions with The Group and
with  SuperCorp,  the securities of The Group and of KingThomason each owns, and
his  pro  rata  receipt  of  spinoff  shares  are  as  follows:
<TABLE>
<CAPTION>
                                                      Shares  Owned  Before  the  Merger
                                                      -----------------------------------
                                                                                           Shares
                                                                                      Received in the
Insider or Promoter     Position with SuperCorp        The  Group      KingThomason       Spinoff
-------------------     -----------------------        ----------      ------------   ---------------
<S>                     <C>                              <C>             <C>                 <C>
T.E.  King  II          Director  of  SuperCorp          375,000              0              85,284

Thomas  J.  Kenan       Director  and  Secretary
                          of  SuperCorp                        0         50,000              85,284

John E. Adams           Director and President of
                          SuperCorp                            0              0              85,284

George W. Cole          Director of SuperCorp                  0              0              87,303

Ronald Wallace          Director of SuperCorp                  0              0              85,284
</TABLE>

     None of the persons listed in the table above as an insider or promoter has
been,  in  the  last  five  years  -

     -  the  subject of any bankruptcy petition filed by or against any business
        of which  such  person was a general partner or executive officer at the
        time  of  the bankruptcy  or  within  two  years  prior  to  that  time,

     -  convicted  in  any  criminal  proceeding  or is now subject to a pending
        criminal  proceeding,

     -  subject  to  any  order,  judgment or decree, not subsequently reversed,
        suspended  or   vacated,  of  any   court  of   competent  jurisdiction,
        permanently or  temporarily enjoining,  barring, suspending or otherwise

                                       32
<PAGE>

        limiting  his  involvement  in  any  type  of  business,  securities  or
        banking  activities,  or

     -  found by a  court  of  competent  jurisdiction  (in a civil action), the
        Securities  Exchange  Commission  or   the   Commodity  Futures  Trading
        Commission  to  have   violated   a  federal   or  state  securities  or
        commodities  law.

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

(a)     Exhibits

          The  following  exhibits  are filed, by incorporation by reference, as
part  of  this  Form  10-KSB:

      3.1    -     Articles  of  Incorporation  of The KingThomason Group, Inc.*

      3.2    -     Bylaws  of  The  KingThomason  Group,  Inc.*

     10.3    -     Royalty   Agreement   for   Association    Program    between
                   KingThomason   Financial   Services,   Inc.,   a   California
                   corporation,   and   California  Restaurant  Association,   a
                   California  not-for-profit  corporation.*

     10.4    -     Payor  Agreement  between  KingThomason,  Inc.,  a California
                   corporation, and California  Foundation  for  Medical  Care.*

     10.5    -     Executive  General  Agent  Agreement   between   KingThomason
                   Insurance Company, Inc. and  Jefferson Pilot  Life  Insurance
                   Company.*

     10.6    -     Payor  Agreement  between  KingThomason,  Inc. (National Limo
                   Group)  and  California  Foundation  for  Medical  Care.*

     10.7    -     2001 Stock  Option  Plan  adopted  by The KingThomason Group,
                   Inc.**

     10.8    -     Strategic   Marketing   Agreement   of   January   1,   2003,
                   between  KingThomason  Credit  Card  Services, Inc.  and Debt
                   Alliance Services, LLC.

     *     Previously  filed  with  Amendment  No.  1  on Form S-4 to Form SB-2,
           Commission File  #333-60980, EDGAR Accession #0001060830-01-500046 on
           May  22, 2001;  incorporated  herein.

     **    Previously   filed  with   Form  10-QSB  09-30-01,   Commission  File
           #333-60880, EDGAR  Accession #0001060830-01-500136  on  November  13,
           2001; incorporated  herein.

(b)     Forms  8-K

        None.

Item  14.     Controls  and  Procedures

                                       33
<PAGE>

     Evaluation of disclosure controls and procedures.  We maintain controls and
procedures  designed to ensure that information required to be disclosed in this
report  is  recorded, processed, accumulated and communicated to our management,
including  our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure.  Within the 90 days prior to
the  filing  date  of this report, our management, with the participation of our
chief  executive  officer and chief financial officer, carried out an evaluation
of  the  effectiveness  of the design and operation of these disclosure controls
and  procedures.  Our  chief  executive  officer  and  chief  financial  officer
concluded,  as  of  fifteen  days  prior to the filing date of this report, that
these  disclosure  controls  and  procedures  are  effective.

     Changes  in  internal  controls.  Subsequent  to  the  date  of  the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these controls, nor did we take any
corrective  action,  as  the  evaluation revealed no significant deficiencies or
material  weaknesses.

                                   SIGNATURES

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

Date:  March  24,  2003                The  KingThomason  Group,  Inc.


                                       By:/s/  Thomas  E.  King  III
                                          --------------------------------------
                                          T.E.  King  III,  President

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


                                       /s/  Thomas  E.  King  III
Date:  March  24,  2003                -----------------------------------------
                                       T.E. King III, President, Chief Financial
                                         Officer and  Director


                                       /s/  Hume  A.  Tom  Thomason
Date:  March  24,  2003                -----------------------------------------
                                       Hume A.  "Tom"  Thomason,  Secretary  and
                                         Director



                                       34
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  T.E.  King  III,  Chief  Executive  Officer of the registrant, certify that:

     1.     I  have  reviewed  this  annual  report  on  Form  10-KSB  of  The
KingThomason  Group,  Inc.;

     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.     The registrant's other certifying officers and I are 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 us 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  our  conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our 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;  and

     6.     The  registrant's  other certifying officers and 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.


Date:  March  24,  2003                /s/  Thomas  E.  King  III
                                       -----------------------------------------
                                       T.E.  King  III
                                       Chief  Executive  Officer

                                       35
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  T.E.  King  III,  Chief  Financial  Officer of the registrant, certify that:

     1.     I  have  reviewed  this  annual  report  on  Form  10-KSB  of  The
KingThomason  Group,  Inc.;

     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.     The registrant's other certifying officers and I are 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 us 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  our  conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our 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;  and

     6.     The  registrant's  other certifying officers and 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.



Date:  March  24,  2003                /s/  Thomas  E.  King  III
                                       -----------------------------------------
                                       T.E.  King  III
                                       Chief  Financial  Officer


                                       36
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection  with  the  accompanying  Annual  Report of The KingThomason
Group,  Inc.  (the  "Company")  on Form 10-KSB for the period ended December 31,
2002  (the  "Report"), I, T.E. King III, Chief Executive Officer of the Company,
hereby  certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                       /s/  Thomas  E.  King  III
Dated:  March  24,  2003               -----------------------------------------
                                       T.E.  King  III
                                       Chief  Executive  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-K  or  as  a  separate  disclosure  document.
















                                       37
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection  with  the  accompanying  Annual  Report of The KingThomason
Group,  Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2002
(the "Report"), I, T.E. King III, Chief Financial Officer of the Company, hereby
certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                       /s/  Thomas  E.  King  III
Dated:  March  24,  2003               -----------------------------------------
                                       T.E.  King  III
                                       Chief  Financial  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-K  or  as  a  separate  disclosure  document.






















                                       38
<PAGE>






                          The KingThomason Group, Inc.
                          Commission File No. 333-60880


                                  EXHIBIT INDEX

                                  Form 10-KSB
                       For the Fiscal Year Ended 12-31-02


          The  following  exhibits  are filed, by incorporation by reference, as
part  of  this  Form  10-KSB:

      3.1          -     Articles  of  Incorporation  of The KingThomason Group,
                         Inc.*

      3.2          -     Bylaws  of  The  KingThomason  Group,  Inc.*

     10.3          -     Royalty  Agreement  for   Association  Program  between
                         KingThomason  Financial  Services, Inc.,  a  California
                         corporation, and California Restaurant  Association,  a
                         California  not-for-profit  corporation.*

     10.4          -     Payor    Agreement   between    KingThomason,  Inc.,  a
                         California corporation, and California  Foundation  for
                          Medical  Care.*

     10.5          -     Executive  General Agent Agreement between KingThomason
                         Insurance  Company,  Inc.   and  Jefferson  Pilot  Life
                         Insurance  Company.*

     10.6          -     Payor  Agreement  between  KingThomason, Inc. (National
                         Limo  Group)  and  California  Foundation  for  Medical
                         Care.*

     10.7          -     2001  Stock  Option  Plan  adopted  by The KingThomason
                         Group,  Inc.**

     10.8          -     Strategic  Marketing  Agreement  of  January  1,  2003,
                         between  KingThomason  Credit  Card  Services, Inc. and
                         Debt Alliance Services, LLC.

     *     Previously  filed  with  Amendment  No.  1  on Form S-4 to Form SB-2,
           Commission  File  #333-60980,  EDGAR  Accession #0001060830-01-500046
           on May 22, 2001;  incorporated  herein.

     **    Previously  filed  with   Form  10-QSB  09-30-01,   Commission   File
           #333-60880, EDGAR Accession  #0001060830-01-500136  on  November  13,
           2001; incorporated  herein.


                                        1

<PAGE>







                          Strategic Marketing Agreement

     This  Strategic Marketing Agreement (the "Agreement") is entered into as of
the  1st  day  of  January,  2003,  (the "Effective Date") between King Thomason
Credit  Card  Services,  Inc.  ("KTCC"),  having its principal place of business
located  at  3180  Crow Canyon Place, Suite 205, San Ramon, California 94583 and
Debt  Alliance Services, LLC , ("DAS") a corporation, having its principal place
of  business  located  at  27200  Tourney  Road  Suite 275, Valencia, CA  91355.
     WHEREAS,  KTCC  is  in  the  business  of  managing a sophisticated medical
accounts receivable program (the "Program") for doctors, dentists, hospitals and
other  medical  entities throughout the country that is designed to recover past
due  accounts  receivable  for  health  care  providers  and  institutions.
     WHEREAS,  DAS  is  in  the  business  of providing products and services to
credit  counseling  and  debt management agencies, specifically for medical bill
consolidation  programs  throughout  the  United  States.
     WHEREAS,  KTCC  and  DAS  desire to establish a mutually exclusive business
relationship  to  market  the  TotalCare  Medical  Bill Consolidation Program to
credit counseling and debt management agencies as represented by this Agreement.
Exclusivity  of  the  relationship  will  continue  based  on mutually agreeable
performance.
     NOW,  THEREFORE,  the  parties  hereto  agree  as  follows:

Section  1.  Independent  Contractor.  This Agreement does not constitute either
     party as a partner, joint venture, employee, or legal representative of the
     other  party  for  the  purpose  of  this  Agreement. Neither party to this
     Agreement  has  granted  any  right  or  authority  to assume or create any
     obligation  or responsibility, expressed or implied, on behalf of or in the
     name  of  the  other party or to bind the other party in any manner. At all
     times,  both  parties,  in  fulfilling  their  obligations pursuant to this
     Agreement, shall be acting as independent contractor, and each party hereby
     indemnifies and agrees to hold the other party harmless from any liability,


                                                                    Exhibit 10.8
                                                               Page 1 of 9 Pages

<PAGE>

     which may be asserted against the other by any third party or Member as the
     result  of  any  act or failure to act by either party to this Agreement in
     connection  with  its  duties  and  obligations  referenced  herein.

Section  2. Confidential Non-Disclosure & Non-Circumvention. Each of the parties
     to  this  Agreement,  separately  and  individually,  for themselves, their
     employees, contractors and their associates, hereby agree and covenant that
     neither  party  nor  its  corporation, subsidiaries, employees, principals,
     agents,  consultants  or  assigns  will  disclose  any individual or entity
     introduced  by  the  other  or  the form or substance of any documentation,
     information,  or  practice  of  the  other  in  connection with any and all
     transactions  entered  into  between  the  undersigned  parties  and  their
     respective  clients,  principals, purchasers, sellers, or agents, except in
     the  furtherance  of  a  mutually  beneficial  transaction or without prior
     written  consent of the other party. By their signature below and execution
     of  this Agreement, each party hereto does hereby agree and covenant not to
     circumvent  in  any  way  the  other  party  to this Agreement by using any
     individual  or  entity introduced by the other parties in business dealings
     from the Effective Date of this Agreement, as referenced herein above, with
     respect  to  transactions  entertained  by  the  parties to this Agreement,
     including  new,  follow-up, repeat, extended, or re-negotiated transactions
     subsequent  to the initial transaction. This section of the Agreement shall
     remain  in effect for one (1) year after the termination of this Agreement,
     unless  cancellation  is  jointly  agreed  upon  in  writing.

Section  3.     Responsibilities  &  Fees.
                --------------------------

3.1. DAS understands  and agrees  that its primary  responsibility is to promote
     KTCC's  TotalCare  Medical  Bill Consolidation Program to credit counseling
     and debt management agencies, its clients and in any other areas where such
     promotion  would  be  beneficial to both or either party to this Agreement.
     Furthermore,  DAS  agrees to dedicate reasonable resources to the sales and
     promotion efforts of KTCC's TotalCare Medical Bill Consolidation Program to
     credit  counseling  and debt management agencies its clients and others, as
     appropriate.    Such  support   will  include,   but  not  be  limited  to,
     correspondences sent to credit counseling and debt management agencies on a
     regular  basis,  attending credit counseling conferences where appropriate.


                                                                    Exhibit 10.8
                                                               Page 2 of 9 Pages
<PAGE>

3.2. KTCC and DAS  agree that DAS  will receive  commissions, the terms of which
     are represented in Exhibit A, along with a description of how the TotalCare
     Medical  Bill Consolidation Program works, attached hereto and by reference
     made a  part  hereof.

3.3. KTCC  understands   and  agrees   its  responsibility   is  to   manage its
     TotalCare Medical Bill Consolidation Program for credit counseling and debt
     management  agencies  throughout  the  country with an objective to recover
     past due accounts receivable for health care providers, collection agencies
     and  institutions  in accordance with which ever service agreement specific
     clients choose.

3.4. KTCC  and  DAS  agree  that  the  relationship between KTCC and DAS will be
     one  of  exclusivity  to  market  the  TotalCare Medical Bill Consolidation
     Program  to credit counseling and debt management agencies in all states of
     the  United  States  of America. This exclusivity will be based on mutually
     agreeable  performance  criteria,  which  will  be  reviewed  yearly on the
     anniversary  of  the  agreement.

Section  4. Controlling Law. This Agreement shall be construed and controlled by
     the  laws of the State of California and venue will be Contra Costa County,
     California.  Any  controversies  or  disputes arising out of or relating to
     this  Agreement shall be resolved by binding arbitration in accordance with
     the  then-current  Commercial Arbitration Rules of the American Arbitration
     Association.

Section  5.     Term  of  Agreement  and  Termination
                -------------------------------------

5.1. The  Effective  Date  of this Agreement shall be as referenced herein above
     and  shall continue until canceled with or without cause by either party as
     referenced  below.

5.2. Insolvency.  This  Agreement  shall  be terminated in the event that either
     party  becomes  insolvent, files a petition in bankruptcy, files a petition
     seeking reorganization, arrangement, or any similar relief available at law
     regarding insolvency or relief from debtors, or makes an assignment for the
     benefit  of  creditors,  or  if  a receiver, trustee, or similar officer is
     appointed  for  the  business  or  property  of  either  party.

5.3. DAS default. This Agreement may be terminated by KTCC in the event that DAS
     has  not  performed  a  material  covenant  or  has  otherwise breached any

                                                                    Exhibit 10.8
                                                               Page 3 of 9 Pages

<PAGE>

     material  term  of  this  Agreement,  (i)  upon  receipt  of written notice
     thereof, if the nonperformance or breach is incapable of cure, or (ii) upon
     the expiration of thirty (30) days after date of written notice thereof, if
     the non-performance or breach is capable of cure and has not been cured. If
     such default occurs DAS shall continue to be paid from KTCC on all existing
     business that was generated by DAS' promotion to credit counseling and debt
     management  agencies.

5.4. KTCC  default.  This  Agreement may be terminated by DAS, in the event that
     KTCC  has  not  performed a material covenant or has otherwise breached any
     material  term  of  this  Agreement,  (i)  upon  receipt  of written notice
     thereof, if the nonperformance or breach is incapable of cure, or (ii) upon
     the  expiration  of  thirty  (30)  days  after  the  date of written notice
     thereof,  if  the  non-performance or breach is capable of cure and has not
     been  cured. If such default occurs DAS shall continue to be paid from KTCC
     on  all  existing business that was generated by DAS' credit counseling and
     debt  management  agencies.

5.5. Mutual  agreement.  This  Agreement  may  be terminated upon mutual written
     agreement.

5.6. Termination  without  cause. This agreement may be terminated without cause
     by  either  party where the terminating party provides the proper notice as
     outlined  in  7.8  as  well  as  section  2  above.

5.7. Upon  termination  of  this  Agreement,  DAS  will  be  fully vested in the
     business  that  they  have  brought  to  KTCC,  which  KTCC has accepted in
     writing, that KTCC has completed, and that KTCC has or will receive revenue
     from  said  clients.

Section  6.     Warranties  and  Indemnification
                --------------------------------

6.1. KTCC  will  defend,  indemnify  and  hold DAS harmless from and against all
     damages  and costs incurred by DAS arising from any misinformation provided
     DAS  by KTCC or its agents that is subsequently provided to the DAS clients
     or others or the infringement of any proprietary rights in the KTCC service
     or  marketing  thereof  as  permitted  hereunder.

6.2. DAS  shall  defend,  indemnify  and  hold KTCC harmless for and against all
     damages  and  costs  incurred  by  KTCC  arising  from intentional improper
     independent  actions  by  DAS.

                                                                    Exhibit 10.8
                                                               Page 4 of 9 Pages
<PAGE>


Section  7.     Miscellaneous
                -------------

7.1. KTCC and DAS each warrant to the other that to the best of its knowledge as
     of  the  Effect  Date  as  first  above  written,  there are no third party
     infringement  claims  with regard to the subject matter anticipated by this
     Agreement.

7.2. Each  party  to this Agreement represents and warrants that there exists no
     contracts,  agreements  or  understandings  which  preclude,  or  would  be
     violated  by,  its  performance  under  this  Agreement.

7.3. In  the  event  that  arbitration  is unsuccessful and litigation arises in
     connection  with  the  enforcement  of  the  terms  of  this Agreement, the
     prevailing  party shall be entitled to the recovery from the other party of
     its reasonable court approved attorney fees and actual court costs incurred
     by  the  prevailing  party  in  such  litigation.

7.4. A  waiver  of  any  breach  of any provision of this Agreement shall not be
     construed  as  a  continuing  waiver of other breaches of the same or other
     provisions  of  this  Agreement.

7.5. Should  any part or provision of this Agreement be held unenforceable or in
     conflict  with  the law of any competent U.S. jurisdiction, the validity of
     the  remaining  parts  or provisions shall not be affected by such holding.

7.6. The  headings  used  on  the  Sections  and  Paragraphs  herein are for the
     convenience  of reference only and do not form a part of this Agreement and
     shall  not  in  any  way  affect  the  interpretation  hereof.

7.7. No  assignment of this Agreement or delegation of any rights or obligations
     hereunder may be made by either party without the prior written approval of
     the  other.  However,  both  parties  shall  have the right to transfer its
     rights  and  obligations  hereunder  to  any entity that acquires all or at
     least  51% of its equity. Subject to the foregoing, this Agreement shall be
     binding  upon  and  shall  inure  to the benefit of the respective parties,
     their  successors/assigns  and  representatives.

7.8. Notices.  All  notices  must be in writing or confirmed in writing. Notices
     shall  be  deemed  received  and  effective  when  placed in the hands of a

                                                                    Exhibit 10.8
                                                               Page 5 of 9 Pages

<PAGE>

     reliable  express  courier,  deposited  in  the U.S. mail, postage prepaid,
     certified or registered, return receipt requested, or sent by facsimile, if
     confirmation  of receipt is requested and obtained, and addressed to DAS at
     27200  Tourney Road, Suite 275, Valencia, CA 91355, to the Attention of its
     President.  To  KTCC  at  3180  Crow Canyon Place, Suite 205, San Ramon, CA
     94583,  to  the  Attention of its President. The foregoing addresses may be
     changed  by  delivery  of  notice  in  accordance  with  this  paragraph.

7.9. Force  Majeure.  Neither  party shall be liable to the other for failure or
     delay in the performance of a required obligation, if such failure or delay
     is  caused  by  riot,  fire,  flood natural disaster or other similar cause
     beyond  such  party's control, provided that such party gives prompt notice
     of  such  condition  and  resumes  its performance as soon as possible, and
     provided  further  that  the  other party may terminate this Agreement upon
     delivery of notice, if such condition continues for a period of ninety (90)
     days.

7.10. This Agreement, including any appendices, constitutes the entire Agreement
     between  the  parties  relating to the subject matter hereof and supersedes
     all  prior  agreements  and  understandings.  This  Agreement  may  only be
     modified  in  writing  and  signed  by  authorized  representatives of both
     parties.  Agreements  between  the parties hereto relating to other matters
     remain  unchanged  and  in  full  force.

7.11 It  is  understood and agreed that the general rule that ambiguities are to
     be  construed against the drafter shall not apply to this Agreement. In the
     event  that  any  language of this Agreement is found to be ambiguous, each
     party to this Agreement will have the opportunity to present evidence as to
     the  actual  intent  of  the  parties  with  respect  to any such ambiguous
     language.

Section 8.     Performance.  DAS warrants that it commits to deliver or cause to
               be delivered to KTCC a minimum of 10,000 new eligible clients for
               enrollment  in  KTCC's  Medical Bill Consolidation Program within
               six  months  from  the  date  of this  agreement.



Section  8.    Limitation  of Liability.  In no event shall either party to this
               Agreement  be  liable  to  the  other  for  punitive, incidental,
               indirect,  special  or  consequential damages of any kind, by the
               claims  of  third  parties  to  and  or  KTCC  and  DAS.



                                                                    Exhibit 10.8
                                                               Page 6 of 9 Pages
<PAGE>

Section  9.    This  Agreement   may  be  executed  in two counterparts, each of
               which,  or facsimile  thereof, shall be deemed an original, legal
               and enforceable document.




IN WITNESS WHEREOF, KTCC and DAS, through their duly authorized representatives,
hereby execute this Agreement as of the Effective Date as first set forth above.

Agreed: KingThomason Credit Card            Agreed:  Debt Alliance Services, LLC
        Services, Inc.


BY:  /s/Thomas King      01-03-03              BY:  /s/Mike Stuart    01-03-03
   -----------------------------------         ---------------------------------
      Signature          Date                      Signature          Date


Name:     Thomas  King                      Name:     Mike Stuart
     ---------------------------------           -------------------------------

Title:    President                         Title:    CEO
      --------------------------------            ------------------------------


















                                                                    Exhibit 10.8
                                                               Page 7 of 9 Pages

<PAGE>




                                    EXHIBIT A


                 TotalCare a Medical Bill Consolidation Program
                           ------------------------------------


TotalCare  is  a  national medical bill consolidation program that allows credit
counseling  and  debt  management agencies to consolidate their client's medical
bills,  improve  the client's credit, pay off the creditors in 15 months, obtain
10%  fair  share  and  get  the  client  out  of  debt  in  36  months!


How  the  Program  works:

Debt Alliance Services, LLC  is the exclusive marketer of the TotalCare  Medical
Bill  Consolidation Program throughout the credit counseling and debt management
industry  within the United States.  DAS will provide the names and addresses of
the  CCA's  to  KTCC  that  want  to  sign  up  for  the  program.

KTCC  will  contact  the  CCA  and  have them gather all the client's delinquent
medical  bill statements and use a consolidation factor of 3.2% (minimum $32) of
the  outstanding  balance  when  calculating  the client's monthly consolidation
payment.

CCA  will  have  the  client  sign  a  TotalCare  credit  card  application  for
enrollment.

CCA  will  forward  the  application  and  the  medical bill information to King
Thomason  Credit  Card  Services  (KTCC), the plan administrator, for processing
into  a  TotalCare  Medical  Bill  Consolidation  Program.

CCA  will  collect  funds from client, deduct or bill fair share as a charitable
contribution and disburse the balance amount to KTCC for payment to the client's
creditors.

KTCC  will  issue  a  written "Assignment of Accounts Agreement" to each medical
bill  creditor  or  collection  agency for acceptance of program. This agreement
will  outline the TotalCare Medical Bill Consolidation Program, how it works and
how  the  creditor gets paid. Note: If "Assignment of Accounts Agreement" cannot
be  obtained,  KTCC  will release the medical bill creditor or collection agency
back  to  the  CCA  for  help.

                                                                    Exhibit 10.8
                                                               Page 8 of 9 Pages
<PAGE>


KTCC  will  obtain credit card approval from credit card issuer and transfer the
client's  amounts  owed  from  each  medical bill on to a TotalCare credit card.
Note:  expected  approval  rate  will  be  90-95%.



KTCC  will  handle  all customer service on the account on behalf of the CCA and
client.

KTCC will receive the client's payment from the CCA's on behalf of the TotalCare
Medical  Bill  Consolidation  Program.

KTCC  will  apply  payment  to the client's TotalCare Medical Bill Consolidation
Program,  therefore  paying  down  the  credit  card balance and eliminating the
client's  debt  in  36  months.

KTCC  will  disburse  a  monthly  payment  of 1% of the outstanding medical bill
balance  to  the  creditor  for  15  months. In the 16th month the creditor will
receive a lump sum payment (55% of the original balance). This 70% payment, (15%
monthly  and  55%  lump  sum  payment),  shall  be  considered by he creditor as
"payment  in  full".

KTCC, on behalf of the CCA, will report the on time payments to all major credit
bureaus.  A notation "medical bill consolidation" will be placed on the client's
credit  card  report  account.

KTCC will issue monthly statements to the client so the client can monitor their
TotalCare  Medical  Bill  Consolidation  Program.

KTCC  will  issue a TotalCare credit card with an interest rate of 12%. The card
will be mailed to the client. Each TotalCare credit card will be placed into the
client's  credit  counseling  program but unlike many enrolled credit cards, the
card  will  not  be  closed.

KTCC  will  issue  each  TotalCare  credit card with a credit limit equal to the
client's  total  medical  bills that are consolidated up to a maximum of $7,500.







                                                                    Exhibit 10.8
                                                               Page 9 of 9 Pages