UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB


            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Year Ended           December 31, 2002

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 0-32321


                           NEVADA HOLDING GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             NEVADA                                     88-0440989
----------------------------------------    ------------------------------------
(State of jurisdiction of Incorporation)    (I.R.S. Employer Identification No.)


    4729 Lomas Sante Fe Street, Las Vegas, Nevada                   89147
------------------------------------------------------         ---------------
      (Address of principal executive offices)                    (Zip Code)


Registrants telephone number, including area code        (702) 220-3120
                                                        ----------------

                                      N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

As of December 31, 2002, the Registrant had 8,754,400 shares of its $0.001 par
value common stock issued and outstanding.

As of December 31, 2002, the Registrant had 4,754,400 shares of its $0.001 par
value common stock held by non-affiliates of the registrant. Market value of
$306,404 has been computed based upon the closing bid price of $0.035 per share
on December 31, 2002.

Total Number of Pages:       34

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

                                 NOT APPLICABLE


                                TABLE OF CONTENTS

PART I ....................................................................    3

     ITEM  1  BUSINESS ....................................................    3
     ITEM  2  PROPERTIES ..................................................    7
     ITEM  3  LEGAL PROCEEDINGS ...........................................    7
     ITEM  4  SUBMISSION OF MATTERS TO A VOTE OF
              SECURITIES HOLDERS ..........................................    7

PART II ...................................................................    8

     ITEM  5  MARKET FOR REGISTRANTS COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS .............................    8
     ITEM  6  SELECTED FINANCIAL DATA .....................................    9
     ITEM  7  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS
              OF OPERATIONS ...............................................    9
     ITEM  8  FINANCIAL STATEMENTS AND
              SUPPLEMENTARY DATA ..........................................   13
     ITEM  9  CHANGES IN AND DISAGREEMENTS WITH
              ACCOUNTANTS AND FINANCIAL DISCLOSURE ........................   13

PART III ..................................................................   24

     ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE
              REGISTRANT ..................................................   24
     ITEM 11  EXECUTIVE COMPENSATION ......................................   25
     ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
              OWNERS AND MANAGEMENT .......................................   26
     ITEM 13  CERTAIN RELATIONSHIPS AND RELATED
              TRANSACTIONS ................................................   27

PART IV ...................................................................   28

     ITEM 14  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
              AND REPORTS ON FORM 8-K .....................................   28

SIGNATURES ................................................................   28


                                        2
<PAGE>

PART I

ITEM 1 - BUSINESS

General

Nevada Holding Group, Inc. (the "Company") was incorporated under the laws of
the State of Nevada on October 28, 1999. The Company filed an Amended Articles
of Incorporation on December 22, 2000, changing the name of the Company from
TMA, Inc. to Nevada Holding Group, Inc.

Nevada Holding Group, Inc. has adopted the policy to provide management services
and acquire equity positions in companies that will provide the shareholders
with potential for increases in their shareholder equity. The Company will
provide bridge capital, development of superior management teams, implement
successful marketing programs when appropriate and then file registration
statements to facilitate the public market for their securities. Nevada Holding
Group, Inc. is in a position to perform positively for its shareholders. That is
the ultimate goal of the Company.

Although the Company's financial resources are severely limited, the Company
intends to seek corporate opportunities. The Company's principal business
objective is to seek long-term growth potential in a business venture, rather
than to seek immediate, short-term earnings. The Company does not restrict its
search to any specific business, industry or geographical location.

The Company is presently able to participate only in a very limited number of
business ventures, due primarily to the Company's lack of capital. Lack of
diversification, which the Company presently experiences, is a risk in investing
in the Company because it limits the ability of the Company to offset potential
losses from one venture against gains from another and will expose the Company
to the cyclical and other risks of any business in which it invests.

The Company will be seeking business opportunities in firms that have recently
commenced operations or are developing companies in need of additional capital
for expansion into new products or markets, seeking to develop a new product or
service or are established businesses that may be experiencing financial or
operating difficulties and are in need of additional capital. In some instances,
a business opportunity may involve the acquisition of a company that does not
need cash, but which desires to be part of a corporation with a public trading
market for its stock. The Company may, depending on its opportunities, purchase
assets, with its common stock and establish a wholly owned subsidiary in various
business or purchase existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate may be complicated. However, because of general economic conditions,
rapid technological advances being made in some industries and shortages of
available capital, there will be opportunities available to the Company.

The Company's goal is to acquire strategic positions in potentially profitable
enterprises that will enhance the value of its holdings. The Company has adopted
a strategy of seeking opportunities to realize significant gains through the
selective participation in companies with early round financing. The Company
believes that this strategy provides the ability to significantly increase
shareholder value, as well as provide capital to support the growth in the
Company's subsidiaries and investments. The Company's strategy also envisions
and will promote opportunities for synergistic business relationships among the
companies within its portfolio. This unique method of generating equity for its
shareholders will focus on early stage companies.


                                        3
<PAGE>

Decisions regarding future acquisitions will be made by the management of the
Company that will in all probability act without the consent, vote or approval
of the Company's shareholders. The Company presently has no other agreements,
understandings or arrangements to acquire or participate in any specific
business opportunity.

The Company does not restrict its search to any specific kind of business, but
may acquire a venture that is in any stage of its corporate life, including but
not limited to; companies in the development stage and those already in
operation. It is impossible to predict at this time the status or maturity of
any business in which the Company may become engaged through acquisition or
otherwise. The results of the Company's past acquisitions are not any indication
of the results of any future acquisitions.

Evaluation of Opportunities

Analysis of new business acquisitions will be undertaken by or under the
supervision of the officers and directors of the Company. None of the officers
and directors of the Company are professional business analysts. In analyzing
prospective business opportunities management considers such matters as the
available technical, financial and managerial resources, working capital and
other financial requirements. The history of the company if any, the prospects
for the future, nature of present and expected competition, the quality and
experience of management services that may be available and the depth of such
management. The Company will evaluate the potential for further research,
development or exploration. Specific risks factors not now foreseeable, but
which may be anticipated that may impact proposed activities, will be considered
in the evaluation of target companies.

In any business opportunity, the Company may become party to a merger,
consolidation, joint venture, reorganization or licensing agreement with another
corporation or entity. It may also purchase the stock or assets of an existing
business. On the consummation of a transaction, it is possible that the present
management and shareholders of the Company will not be in control of the
company. In addition, a majority of all of the Company's directors may, as part
of the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders.

The manner in which the Company participates in an opportunity will depend on
the nature of the opportunity, the respective needs and desires of the Company
and other parties, the management of the target company and the relative
negotiating strength of the Company and such other management.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of the transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions or at
specified times thereafter. The issuance of substantial additional securities
and their potential sale into any trading market that may develop in the
Company's common stock may adversely affect the market for such securities.

As part of the Company's investigation, officers and directors of the Company
may meet with management and key personnel of a target company, may visit and
inspect facilities, obtain independent analysis or verification of certain
information provided by such company, check references of management and key
personnel and take other reasonable investigative measures to the extent that
the Company's limited financial resources and management expertise allow.


                                        4
<PAGE>

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it is expected that the parties to the business transaction
will find it desirable to avoid the creation of a taxable event and thereby
structure the acquisition in a "tax free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue code of 1954, as amended (the "Code").
In order to obtain tax-free treatment under the Code, it may be necessary for
the owners of the acquired business to own 80% or more of all the classes of
stock of the surviving entity. In such event, the shareholders of the Company,
would retain less than 20% of the issued and outstanding shares of the surviving
entity, which could result in significant dilution in the percent of ownership
of such shareholders.

With respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company that
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target companies
assets and liabilities, the Company's shareholders will, in all likelihood, hold
a lesser percentage ownership interest in the Company following any merger or
acquisition. Such dilution of ownership interest may be significant in the event
the Company acquires a target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders,
including those shareholders who continue their investment.

It is probable that in the near term, the Company will not have sufficient
working capital to undertake any significant development, marketing or
manufacturing for any company that may be acquired. Following the acquisition of
any such company, the Company may be required to either seek additional debt or
equity financing or obtain funding from third parties, in exchange for which the
Company may be required to give a substantial portion of its interest in the
acquired company. There can be no assurance that the Company will be able to
obtain additional financing or to interest their parties in providing funding
for the further development of any companies acquired.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such closing,
set forth remedies on default and will include other terms typical in
transactions of such nature.

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting, execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention. In addition, the Company will incur substantial costs for
accountants, attorneys and other professional consultants. If a decision is made
not to participate in a specific business opportunity, the costs incurred in the
related investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the loss to the Company
of the related costs incurred.

As is customary in the industry, the Company may pay a finder's fee for locating
a merger or acquisition candidate and for location of additional financing. If
any such fee is paid, it will be approved by the Company's board of directors
and will be in accordance with industry standards. This type of fee would not be
paid to any employee, officer, director or a 5% or more shareholder of the
Company.


                                        5
<PAGE>

The Company's Planned Acquisition of Apollo Capital Corp.

The Company entered into a "Letter of Intent" to acquire the outstanding stock
of Apollo Capital Corp. by issuing the shareholders of Apollo Capital Corp.
35,179,000 shares of Company stock in exchange for 35,179,000 shares of Apollo
Capital Corp. stock. The agreement requires shareholder approval to be
completed. If approved by the stockholders of the Company, the merger will be
accounted for as a reverse acquisition as the existing shareholders of Apollo
Capital Corp. will control approximately 83% of the stock of the Company.

On September 2, 2002, the Company cancelled the proposed exchange of shares of
Nevada Holding Group, Inc. for 100% of the issued and outstanding shares of
Apollo Capital Corp. The terms of the "Letter of Intent" to exchange the shares
specifically stated that a shareholder approval of both companies must be
obtained to complete the exchange. Nevada Holding Group, Inc. shareholders
rejected the proposed exchange of shares. The cancellation of the proposed
exchange of shares of Nevada Holding Group, Inc. for Apollo Capital Corp. means
that there will not be a 35,179,000 Common Share dilution to the current
shareholders of the Company.

The Company's Future Services

Nevada Holding Group, Inc. will offer management services and evaluate potential
businesses, focusing specifically on the higher potential enterprises that have
the business dynamics necessary to be successful in today's business
environment. The Company will provide services to both subscriber venture
capital investors and acquired businesses that it will develop through the
following services:

Acquisition/Due Diligence: These potential business partners or acquisitions
will be put through a gauntlet of critique, scrutiny and due diligence in
determining whether or not they are an appropriate candidate. If a candidate is
successful, they will be recommended to the board of directors for development
or acquisition.

Oversight Management of Acquired Businesses: To protect and nurture the
investments of the shareholders, as well as their own investment, the Company's
management will be responsible for hiring and supervising the operational teams
managing the specific businesses.

Supervision: The Company's management will supervise the operations teams to
insure that they are properly applying the Company's business practices,
processes, technology and applications to their respective business.

Accountability: The operations management teams will present monthly financial
and operating statements to Nevada Holding Group, Inc.'s management, to verify
that the acquired businesses are adequately progressing through their business
plans.

The Corporate Mission

The Company's mission is to provide management services and acquire strategic
positions in potentially profitable enterprises that will enhance the value of
its holdings. The Company has adopted a strategy of seeking opportunities to
realize significant gains through the selective participation in companies with
early round financing. The Company believes that this strategy provides the
ability to significantly increase shareholder value, as well as provide capital
to support the growth in the Company's subsidiaries and investments. The
Company's strategy also envisions and will promote opportunities for synergistic
business relationships among the companies within its portfolio. This unique
method of generating equity for its shareholders will focus on early stage
companies. Nevada Holding Group, Inc. is in a position to perform positively for
its shareholders. That is the ultimate mission of the Company.


                                        6
<PAGE>

ITEM 2 - PROPERTIES

Nevada Holding Group, Inc. does not have any property and at this time has no
agreements to acquire any property. The Company currently utilizes corporate
office space from its Chairman of the Board on a rent-free basis. The Company
was not required to make a security deposit.

ITEM 3 - LEGAL PROCEEDINGS

The Company knows of no litigation pending, threatened or contemplated, or
unsatisfied judgments against it, or any proceedings in which the Company is a
party. The Company knows of no legal actions pending or threatened or judgment
against any officer or director of the Company in his capacity as such.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

Officially, no matters were submitted to a vote of security holders during the
year ended December 31, 2002.

During April 2002, the Company submitted to the shareholders a preliminary proxy
statement, that it thought had been approved by the Securities and Exchange
Commission, soliciting the shareholders vote on the following matters:

      1.    To ratify the Company's planned acquisition of all the issued and
            outstanding shares of Apollo Capital Corp. on a share for share
            exchange.

      2.    To approve the severance pay to the resigning officers and directors
            of Nevada Holding Group, Inc.

      3.    To elect a new Board of Directors and officers to serve until the
            next annual meeting of the stockholders and until their successors
            are elected and have qualified.

The Company provided all the shareholders with a letter rescinding the
Preliminary Proxy Statement. Subsequently, the Company terminated the proposed
acquisition of Apollo Capital Corp.

Notwithstanding the above preliminary proxy statement forwarded to the
shareholders, the Company has been advised by its securities counsel that it
will be necessary to comply with Securities and Exchange Commission regulations
regarding the solicitation of shareholder votes. To that end, the Company has
filed a Form 8-K with the Securities and Exchange Commission notifying that the
acquisition of Apollo Capital Corp. has been terminated.


                                        7
<PAGE>

PART  II

ITEM 5 - MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Price

There market price of the Company's Common Stock was a bid of $0.035 and an ask
of $0.05 at the close on December 31, 2002. There has been limited trading
activity to date. There is no assurance that an active trading market will ever
develop or, if such a market does develop, that it will continue.

The Company's securities are traded on the NASD OTC Bulletin Board under the
symbol NVHG. The securities are deemed to be a "penny stock". The Securities and
Exchange Commission had adopted Rule 15g-9 which establishes the definition of a
"penny stock," for purposes relevant to the Company, as any equity security that
has a market price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require: (i) that a broker or
dealer approve a person's account for transactions in penny stocks and (ii) the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for transactions in penny
stocks, the broker or dealer must: (i) obtain financial information and
investment experience and objectives of the person and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading, and about commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. The Company plans to have its
securities traded in the over-the-counter ("OTC") market. The OTC market differs
from national and regional stock exchanges in that it (1) is not cited in a
single location but operates through communication of bids, offers and
confirmations between broker-dealers and (2) securities admitted to quotation
are offered by one or more broker-dealers rather than the "specialist" common to
stock exchanges.

Dividends

The Company has not paid any cash dividends on its Common Shares to date and
there are no plans for paying cash dividends in the foreseeable future. Initial
earnings that the Company may realize, if any, will be retained to finance the
growth of the Company. Any future dividends, of which there can be no assurance,
will be directly dependent upon earnings of the Company, its financial
requirements and other factors.


                                        8
<PAGE>

ITEM 6 - SELECTED FINANCIAL DATA

As of December 31, 2002, the Company had a negative working capital of $(25,729)
and faces the need for additional working capital in the near future. The
Company was required to seek sources of additional financing and completed their
funding on January 31, 2003. No assurance can be given that the Company will
have other financing available, if required; or if available, will be available
on terms and conditions satisfactory to management.

As part of the Company's plan to raise additional working capital, the Company
may make a limited number of offers and sales of its Common Shares to qualified
investors in transactions that are exempt from registration under the 1933 Act.
Other offers and sales of Common Shares may be at prices per share that are
higher or lower than the price of the Common Shares. There can be no assurance
the Company will not make other offers of its securities at different prices,
when, in the Company's discretion, such prices are deemed by the Company to be
reasonable under the circumstances.

The selected financial data set forth above should be read in conjunction with
"Managements Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Operations contains
forward-looking statements that involve risks and uncertainties, including those
referring to the period of time the Company's existing capital resources will
meet the Company's future capital needs, the Company's future operating results,
the market acceptance of the services of the Company, the Company's efforts to
establish and the development of new services. The Company's actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors. The following should be read in
conjunction with our audited Consolidated Financial Statements included within.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY.

The Company has limited capital resources. The Company does expect to generate
positive cash flow from operations with the acquisition of a controlling
interest in additional companies. The Company does not anticipate any material
increase in operating expenses until such time as additional capital can be
raised and the Company proceeds with the further development of its business
plan. Management believes that the Company must be successful in raising equity
or debt financing sufficient to meet its working capital requirements and to
support the expenses associated with developing the proposed partner companies
within the next several months. There can be no assurance that the terms
negotiated by the Company will be acceptable to potential partner companies and
if favorable agreements cannot be made it would have a material adverse impact
on the Company.

12% Convertible Notes Payable

The Company issued 12% Convertible Notes to a total of two investors in the
amount of $15,000. These Convertible Notes were required to provide the Company
with working capital to resolve the acquisition of Providence Cabinet Shoppe,
Inc. These Convertible Notes were rescinded and the Company paid the investors
in full on January 5, 2003. In addition, the Company paid the investors a total
of $561.74 in interest.


                                        9
<PAGE>

Private Offering Pursuant to Regulation D, Rule 506

During the period from January 1, 2003 through January 31, 2003, the Company
issued a total of 1,000,000 common shares, par value $0.001 per share, under a
Private Offering pursuant to Regulation D, Rule 506 of the Securities Act of
1933, as amended. The Company offered and sold 1,000,000 common shares for a
total consideration of $30,000. The shares associated with this Private Offering
are restricted shares pursuant to Rule 144. The Company's common stock was
quoted on the OTC - Bulletin Board under the trading symbol of NVHG. The average
bid and ask prices of the common stock was $0.03 and $0.05 respectively.

RESULTS OF OPERATIONS.

The Company did not generate any revenues from operations during the year ended
December 31, 2002, which was a decrease of $66,750 from the year ended December
31, 2001. The Company recorded a net loss from operations of $98,782 during the
year ended December 31, 2002, which was compared to a loss of $44,557 for the
year ended December 31, 2001. The loss incurred by the Company during the year
ended December 31, 2002 can be attributed to the payment of officer's salaries
of $44,700 and the additional expenses for legal, filing costs, accounting and
preparation of documents that were incurred because of the purchase and sale of
Providence Cabinet Shoppe, Inc. The other operating expenses of the Company
remained constant.

The Company entered into Consulting Agreements with individuals that the Company
believed would provide the Company with appropriate experience in matters that
will help develop the Company. These consultants will be utilized in lieu of the
services of affiliated companies in the future. The Company retained a total of
5 such consultants to provide various product and marketing services to the
Company. In return for cash in the amount of $87,010 and services these
consultants were issued a total of 2,000,000 shares, with said shares being
issued pursuant to S-8 Registration Statements. Unfortunately, these consultants
did not work out for the Company.

The Company's Acquisition and Disposition of Providence Cabinet Shoppe, Inc.

Providence Cabinet Shoppe, Inc., is a commercial cabinet manufacturer located in
Clarksville, Tennessee. Providence Cabinet Shoppe, Inc., established in 1949,
manufactures and sells commercial and institutional cabinets, casework and
countertops throughout the United States. Providence Cabinet Shoppe, Inc.

On April 3, 2002, the Company completed the acquisition of 100% of the issued
and outstanding shares of Providence Cabinet Shoppe, Inc. The agreement provides
for the Company to acquire 100% of the issued and outstanding shares for a total
of $85,010 payable with a down payment of $15,000. $28,000 to be paid 30 days
from closing and $40,000 to be paid at $10,000 per month, payable on the 1st and
15th for 4 months. In addition, $2,000 for insurance benefits package for 3
months and $10 for a wraparound warranty deed, to be paid as due. The down
payment was made on April 3, 2002. In addition, the Company assumed the
corporations liabilities.


                                       10
<PAGE>

Upon completing a detailed review of all the assets and liabilities of
Providence Cabinet Shoppe, Inc. the following information is correct. The
results of the review indicated that some of the items were carried at figures
that were inaccurate. The correct allocation of the purchase price of Providence
Cabinet Shoppe, Inc. is reflected below:

                  Cash (Overdraft)           $ (77,036)
                  Accounts Receivable          174,747
                  Inventory                     42,718
                  Land                          99,000
                  Building                     720,000
                  Furniture & Fixtures          19,425
                  Equipment & Equipment        161,340
                  Delivery Equipment            34,759
                  Vehicles                      47,648
                  Goodwill                     881,417
                           Accounts Payable                       173,851
                           Accrued Taxes                            8,965
                           Notes Payable                          236,337
                           Business Management Account Payable    468,246
                           Mortgage Payable                     1,129,609
                           Purchase Price                          87,010

After completing the review of the assets and liabilities of Providence Cabinet
Shoppe, Inc., located in Clarksville, Tennessee, the Company determined that it
would be necessary to liquidate the assets and liabilities acquired on April 3,
2002. The primary factors in the Company's decision to sell Providence Cabinet
Shoppe, Inc. were the inability of the Company to obtain audited financial
statements for the years ended September 30, 2000 and September 30, 2001 to
comply with the Securities and Exchange reporting requirements. Additionally,
after the complete review, the Company determined that the amount of goodwill
was excessive and the Company was able to liquidate Providence Cabinet Shoppe,
Inc.

On November 15, 2002, the Company completed the sale of the assets and
liabilities of the Providence Cabinet Shoppe, Inc. The Company received a total
of $25,010 from the buyers. In addition, the buyers will assume the assets and
liabilities of Providence Cabinet Shoppe, Inc. The Company reported a net loss
of $62,000 on the disposition of capital assets during the quarter ended
September 30, 2002.


PLAN OF OPERATIONS.

Plan of Operation

The Company's plan of operation will be to complete the acquisition of an
operating company that will provide the Company with revenues and anticipated
profits. The Company entered into a Share Exchange Agreement with Green Valley
Gaming Enterprises, Inc., a Nevada corporation, on January 31, 2003. This
exchange will be completed after the filing of the appropriate documents with
the Securities and Exchange Commission. The Board of Directors of both companies
has approved the Share Exchange Agreement. Green Valley Gaming Enterprises, Inc.
has 108,000,000 common shares issued and outstanding. The Share Exchange
Agreement will be on a share for share basis.


                                       11
<PAGE>

The current officers, directors and affiliates of Nevada Holding Group, Inc.
will control less than 5% of the issued and outstanding shares of the combined
companies. Upon the completion of the exchange it is anticipated that the
present officers and directors of Nevada Holding Group, Inc. will resign and be
replaced by the officers and directors of Green Valley Gaming Enterprises, Inc.
The Company will file an amended Articles of Incorporation upon the completion
of the Share Exchange and change the name to Green Valley Gaming Enterprises,
Inc.

Management anticipates that the Share Exchange with Green Valley Gaming
Enterprises, Inc. will provide additional opportunities in the gaming industry
that will develop additional revenues for the Company. The Company will utilize
their overall business concept and apply it to the gaming industry.

Analysis of Financial Condition

As of December 31, 2002, the Company had a negative working capital of $(25,729)
and faces the need for additional working capital in the near future. The
Company was required to seek sources of additional financing and completed their
funding on January 31, 2003. No assurance can be given that the Company will
have other financing available, if required; or if available, will be available
on terms and conditions satisfactory to management.

The Company has prepared audited financial statements as of December 31, 2002.
The Company's ability to establish itself as a going concern is dependent upon
the Company's ability to complete the Share Exchange with Green Valley Gaming
Enterprises, Inc. With the acquisition of Green Valley Gaming Enterprises, Inc.
the Company will have access to the financial resources that are currently not
available. There is no assurance that the Company will achieve profitable
operations in the future. The Company could be required to secure additional
financing to implement further development plans. There is no assurance that
such financing will be available to the Company, or if available, will be
available on terms and conditions satisfactory to management.

As part of the Company's plan to raise additional working capital, the Company
may make a limited number of offers and sales of its Common Shares to qualified
investors in transactions that are exempt from registration under the 1933 Act.
Other offers and sales of Common Shares may be at prices per share that are
higher or lower than the price of the Common Shares. There can be no assurance
the Company will not make other offers of its securities at different prices,
when, in the Company's discretion, such prices are deemed by the Company to be
reasonable under the circumstances.


                                       12
<PAGE>

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            INDEX TO FINANCIAL STATEMENTS - DECEMBER 31, 2002

         REPORT OF INDEPENDENT AUDITORS. . . . . . . . . . . . . . . . . . .  14

         BALANCE SHEETS . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

         STATEMENTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . 16

         STATEMENTS OF CASH FLOW . . . . . . . . . . . . . . . . . . . . . .  17

         STATEMENTS OF STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . 18

         NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . .  19


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

            None


                                       13
<PAGE>
              [LETTERHEAD OF BEADLE, MCBRIDE, EVANS & REEVES, LLP]

                         REPORT OF INDEPENDENT AUDITORS
--------------------------------------------------------------------------------

To the Board of Directors
Nevada Holding Group, Inc.
Las Vegas, Nevada

We have audited the accompanying balance sheets of Nevada Holding Group, Inc. as
of December 31, 2002 and 2001, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 financial statements referred to above present fairly, in
all material respects, the financial position of Nevada Holding Group, Inc. as
of December 31, 2002 and 2001, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company's operations to date have been with related
parties that are not expected to be continuing revenue sources. These conditions
raise substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Beadle, McBride, Evans & Reeves, LLP

Las Vegas, Nevada
February 24, 2003


                                       14
<PAGE>

NEVADA HOLDING GROUP, INC.

BALANCE SHEETS
December 31,

<TABLE>
<CAPTION>
ASSETS                                                                2002           2001
-------------------------------------------------------------------------------------------

<S>                                                                <C>            <C>
Current assets:
  Cash                                                             $     90       $ 12,598
  Marketable securities                                              13,600             --
  Prepaid expenses                                                       --          2,535
                                                             ------------------------------
              Total current assets                                   13,690         15,133

                                                             ------------------------------
                                                                   $ 13,690       $ 15,133
                                                             ==============================


LIABILITIES and STOCKHOLDERS' EQUITY (DEFICIT)
-------------------------------------------------------------------------------------------

Current liabilities:
  Accounts payable and accrued expenses                            $ 24,419       $    590
  Convertible notes payable                                          15,000             --
                                                             ------------------------------
              Total current liabilities                              39,419            590

Stockholders' equity (deficit):
  Common stock, par value $.001, 50,000,000 shares
    authorized; 8,754,400 and 3,404,400 shares issued
    and outstanding                                                   8,754          3,404
  Additional paid-in capital                                        255,798        140,638
  Retained (deficit)                                               (290,281)      (129,499)
                                                             ------------------------------
                                                                    (25,729)        14,543
                                                             ------------------------------
                                                                   $ 13,690       $ 15,133
                                                             ==============================
</TABLE>

See Notes to Financial Statements


                                       15
<PAGE>

NEVADA HOLDING GROUP, INC.

STATEMENTS OF OPERATIONS
For the years ended December 31,

--------------------------------------------------------------------------------

                                                           2002          2001
                                                    ----------------------------

Revenues:
  Consulting fees                                        $      --    $  66,750

Cost of revenue                                                 --       85,787
                                                    ---------------------------

              Gross profit (loss)                               --      (19,037)

Expenses:
  General and administrative                                96,965       24,078
                                                    ---------------------------

              (Loss) from operations                       (96,965)     (43,115)

Other income (loss):
  Interest income                                              240          628
  Unrealized (loss) on marketable securities                (2,057)          --
  Loss on investment                                            --       (2,070)
                                                    ---------------------------
                                                            (1,817)      (1,442)
                                                    ---------------------------

              Net (loss) from continuing operations      $ (98,782)   $ (44,557)

Discontinued operations:
  (Loss) on discontinued operations                      $ (62,000)   $      --
                                                    ---------------------------

              Net (loss)                                 $(160,782)   $ (44,557)
                                                    ===========================

              (Loss) per share                           $   (0.03)   $   (0.01)
                                                    ============================

See Notes to Financial Statements


                                       16
<PAGE>

NEVADA HOLDING GROUP, INC.

STATEMENTS OF CASH FLOWS
For the years ended December 31,

--------------------------------------------------------------------------------

                                                            2002          2001
                                                        ------------------------
Cash flows from operating activities:
  Cash received from customers                           $     --     $ 66,750
  Cash paid to vendors                                    (37,101)    (111,880)
  Cash advanced on notes receivable                            --       (2,000)
  Interest received                                           240          628
                                                        -----------------------
              Net cash (used in) operating activities     (36,861)     (46,502)

Cash flows from investing activities:
  Purchase of investments                                (102,667)          --
  Proceeds from sale of investments                        25,010           --
  Loans to related parties                                (18,000)          --
  Repayment of loans from related parties                  18,000           --
                                                        -----------------------
              Net cash (used in) investing activities     (77,657)          --

Cash flows from financing activities:
  Proceeds from issuance of common stock                   87,010       59,100
  Distributions                                                --           --
  Proceeds from convertible notes payable                  15,000           --
                                                        -----------------------
              Net cash provided by financing activities   102,010       59,100

Increase (decrease) in cash                               (12,508)      12,598

Cash, beginning of year                                    12,598           --
                                                        -----------------------

Cash, end of year                                        $     90     $ 12,598
                                                        =======================

The following is a reconciliation of net (loss) to net
cash provided by operations:

Net (loss)                                                $(160,782)  $(44,557)
Items not requiring cash:
  Decrease in fair market value of marketable securities      2,057         --
  Loss on discontinued operations                            62,000         --
  (Increase) decrease in prepaid expenses                     2,535     (2,535)
  Increase in accounts payable and accrued expenses          23,829        590
  Common stock issued for services rendered                  33,500         --
                                                         ----------------------
Net cash (used in) operating activities                   $ (36,861)  $(46,502)
                                                         ======================

See Notes to Financial Statements


                                       17
<PAGE>

NEVADA HOLDING GROUP, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 Additional
                                                               Paid in Capital
                                               Common Stock    (Shares issued
                                           -------------------    for less     Retained
                                             Shares    Value      than par)    (deficit)     Total
                                           -----------------------------------------------------------

<S>                                        <C>         <C>      <C>          <C>          <C>
Balance at January 1, 2001                 1,111,200   $1,111   $  83,831    $ (84,942)   $    --

Issuance of common stock:
During January, 2001 for cash                591,000      591      58,509         --         59,100

January 31, 2001 100% stock dividend       1,702,200    1,702      (1,702)        --           --

Distribution of Stars of Music, Inc. and
  Toyopia, Inc. stock                           --       --          --           --           --

Net (loss)                                      --       --          --        (44,557)     (44,557)
                                           -----------------------------------------------------------
Balance at December 31, 2001               3,404,400    3,404     140,638     (129,499)      14,543
                                           -----------------------------------------------------------
Issuance of common stock:
During January, 2002 for cash              1,600,000    1,600      14,400         --         16,000

June 26, 2002 for cash                       400,000      400      70,610         --         71,010

September 31, 2002 for prior
  officer compensation                     3,350,000    3,350      30,150         --         33,500

Net (loss)                                      --       --          --       (160,782)    (160,782)
                                           -----------------------------------------------------------
Balance at December 31, 2002               8,754,400   $8,754   $ 255,798    $(290,281)   $ (25,729)
                                           ===========================================================
</TABLE>

See Notes to Financial Statements


                                       18
<PAGE>

NEVADA HOLDING GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

Note 1. Nature of Business and Summary of Significant Accounting Policies

The summary of significant accounting policies is presented to assist in the
understanding of the financial statements. The financial statements and notes
are representations of management. These accounting policies conform to
accounting principles generally accepted in the United States of America and
have been consistently applied in the preparation of the financial statements.

Nature of business
Nevada Holding Group, Inc. (the Company) was organized October 28, 1999 as a
Nevada corporation. The Company has been organized for the purpose of acquiring
equity positions in start-up and existing companies. The Company also provides
companies with consulting services with regard to raising capital, equity
formation, development of management teams, implementing marketing programs when
appropriate and guidance in filing registration and financial statements.

Estimates
The preparation of the financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of footnote information at the date of the financial statements.
Actual results could differ from those estimates.

Summary of accounting policies

Revenue recognition
Revenue is recognized as services are performed and billed.

Fair value of financial instruments
The carrying amounts of financial instruments including cash, investments,
prepaid expenses, accounts payable and accrued expenses and convertible notes
payable approximate their fair value because of their short maturities.

Comprehensive income
There is no difference or reconciling items between net (loss) and comprehensive
(loss) for the years ended December 31, 2002 and 2001.

Marketable securities
The Company invests on a short-term basis in marketable securities. Accordingly,
the Company accounts for its investment on the trading basis. Under this method,
the value of the investments are adjusted to market value and the resulting
unrealized gain or loss together with realized gains or losses are recognized in
earnings (losses) for the period.

Note 2. Going concern

The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not developed a
source of revenue. Unless the Company develops a continuing source of revenue or
is able to raise additional capital, its ability to remain a going concern is
questionable. Management believes its business plan will ultimately be
successful and has demonstrated in the past the ability to raise capital as
needed.


                                       19
<PAGE>

NEVADA HOLDING GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

Note 3. Stock issuances

During the period from January 1, 2001 through January 31, 2001, the Company
issued 591,000 common shares, par value $.001, under an additional private
placement pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as
amended. The Company offered and sold 591,000 common shares for a total
consideration of $59,100.

On January 31, 2001, the Board of Directors of the Company declared a 100% stock
dividend which, due to the lack of any retained earnings, was accounted for as a
return of capital. The Company issued 1,702,200 common shares to the
shareholders on record as of January 31, 2001.

During January, 2002, the Company issued 1,600,000 common shares to consultants
pursuant to an S-8 registration statement filed with the Securities and Exchange
Commission for a total consideration of $16,000.

On June 26, 2002, the Company issued 400,000 common shares to a consultant for
the Company pursuant to an S-8 registration statement filed with the Securities
and Exchange Commission for a total consideration of $71,010.

On September 1, 2002, the Company issued 3,350,000 common shares to officers and
directors of the Company pursuant to employment agreements and services rendered
valued at $33,500.

As of December 31, 2002 and 2001, the Company has 8,754,400 and 3,404,400,
respectively, common shares issued and outstanding.

Note 4. Related party transactions

Notes receivable:

On January 16, 2002, the Company received a $10,000 note receivable bearing 10%
interest from American Equities Corp., a Nevada corporation that is controlled
by the officers and directors of the Company. The note was repaid on March 11,
2002 including interest of $240.

During the year ended December 31, 2002, the Company loaned $8,000 to Providence
Cabinets, a wholly owned subsidiary. The loan was repaid in October, 2002 with
no interest.

On February 11, 2001, the Company issued a $1,000 10% convertible note from My
Trading Corp. The officers, directors and affiliates of the Company control
approximately 41% of the issued and outstanding common stock of My Trading Corp.
The note was repaid on December 31, 2001, including interest of $58. In
addition, the Company was reimbursed costs incurred of approximately $270.

On February 11, 2001, the Company issued a $1,000 10% convertible note from
E-Com Holdings, Inc. The officers, directors and affiliates of the Company
control approximately 90% of the issued and outstanding common stock of E-Com
Holdings, Inc. The note was repaid on December 31, 2001, including interest of
$58.


                                       20
<PAGE>

NEVADA HOLDING GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

Note 4. Related party transactions - continued

Notes receivable - continued:

On March 12, 2001, the Company issued a promissory note in the amount of $5,200
to E-Trading Corp. On March 27, 2001, the note was repaid in full including
interest of $416. E-Trading Corp. is controlled by the officers, directors and
chairholder of the Company.

Convertible notes and security distributions:

On February 11, 2001, the Company received a $1,000, 10% convertible note from
E-Trading Corp. On March 5, 2001, E-Trading Corp. filed an amended Articles of
Incorporation, changing their corporate name to Stars of Music, Inc. On March
26, 2001, the Company exercised the conversion provision of the note into
809,784 common shares, par value $.001 per share. On December 27, 2001, the
shares were distributed to the shareholders of record. After the distribution,
the officers, directors and affiliates of the Company controlled approximately
7% of the 11,933,284 issued and outstanding common shares of Stars of Music,
Inc., a Nevada corporation. The Company's total cost for these shares was
approximately $1,012.

On February 11, 2001, the Company received a $1,000, 10% convertible note from
Solar Energy Corp. On September 11, 2001, the Company exercised the conversion
of the convertible note into 846,672 shares, par value $.001 per share. On
September 28, 2001, Solar Energy Corp. filed an amended Articles of
Incorporation, changing their corporate name to Toyopia, Inc. On October 17,
2001, the Company received an additional 846,672 shares of Toyopia, Inc. as a
result of a 2 for 1 forward split. On December 27, 2001, the shares were
distributed to the shareholders of record. On December 31, 2001, the officers,
directors and affiliates controlled approximately 5% of the 87,451,444 issued
and outstanding common shares of Toyopia, Inc. The Company's total cost for
these shares was approximately $1,058.

Consulting services:

During the year ended December 31, 2001, the Company received approximately
$34,000 from Stars of Music, Inc. for consulting services. The officers,
directors and affiliates of the Company control approximately 7% of the issued
and outstanding common shares of Stars of Music, Inc. after the exercise of a
convertible note on March 26, 2001. Additionally, the Company received
approximately $32,000 from Toyopia, Inc. for consulting services. The officers,
directors and affiliates of the Company control approximately 5% of the issued
and outstanding common shares of stock after the exercise of a convertible note
on September 11, 2001.

Services from affiliated companies:

During the years ended December 31, 2002 and 2001, the Company utilized the
services of Venture Funding Group, Inc., a Nevada corporation that is controlled
by Thomas R. Meinders, husband of Melanie S. Meinders, an officer of the
Company. For the years ended December 31, 2002 and 2001, Venture Funding Group,
Inc. was paid approximately $10,200 and $58,300, respectively, for document
preparation services and consulting services.


                                       21
<PAGE>

NEVADA HOLDING GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

Note 4. Related party transactions - continued

During the years ended December 31, 2002 and 2001, the Company utilized the
services of High Desert Consultants, Inc., a Nevada corporation that is
controlled by Thomas R. Meinders, husband of Melanie S. Meinders, an officer of
the Company. For the years ended December 31, 2002 and 2001, High Desert
Consultants, Inc. was paid approximately $4,800 and $23,800, respectively, for
consulting services. In addition, High Desert Consultants, Inc. was reimbursed
approximately $1,500 for certain expenses.

During the year ended December 31, 2001, the Company utilized the services of
Nevada Bookkeeping Corp., a Nevada corporation that is controlled by Thomas R.
Meinders, husband of Melanie S. Meinders, an officer of the Company. For the
year ended December 31, 2001, Nevada Bookkeeping Corp. was paid approximately
$3,900 for bookkeeping services and the preparation of stock certificates.

Note 5. Convertible notes payable

During the year ended December 31, 2002, the Company issued 12% convertible
notes payable totaling $15,000. The notes represented three units, each unit
consisting of one 12% convertible note in the amount of $5,000, 10,000 shares of
its common stock, $.001 par value, 10,000 Class "A" redeemable common stock
purchase warrants and 10,000 Class "B" Redeemable common stock purchase warrants
of the Company. On January 5, 2003, the Company rescinded the offering and paid
the notes payable including interest of approximately $560.

Note 6. Discontinued operations

On April 3, 2002, the Company completed the acquisition of 100% of the issued
and outstanding shares of Providence Cabinet Shoppe, Inc. for approximately
$87,000. On November 15, 2002, Providence Cabinet Shoppe, Inc. was sold for
approximately $25,000, with a net loss of $62,000.

Note 7. Income taxes

The Company has a net operating loss carryforward of approximately $263,800
which is available in subsequent years. No tax benefit is reflected in the
financial statement because there is no certainty that the net operating loss
will be utilized.

Note 8. Financial statement presentation

The financial statement presentation for previous years was as a development
stage company. Certain amounts in the 2001 financial statements have been
reclassified to conform to the 2002 presentation. The reclassification has no
impact on net cash flows, stockholders' equity or net (loss).

Note 9. Loss per share

Loss per share of common stock applicable to common stockholders is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding during the period (5,204,400 shares and 3,305,900 shares,
respectively, for the years ended December 31, 2002 and 2001).


                                       22
<PAGE>

NEVADA HOLDING GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

Note 10. Subsequent events

During January, 2003, the Company issued a total of 1,000,000 common shares
under a private offering pursuant to Regulation D, Rule 506, of the Securities
and Exchange Act of 1933, as amended, for total consideration of approximately
$30,000. The shares associated with this private offering are restricted
pursuant to Rule 144.

On January 31, 2003, the Company entered into a share exchange agreement with
Green Valley Gaming Enterprises, Inc. Upon closing, the companies will exchange
108,000,000 common shares as part of a tax-free reorganization under Section 368
of the Internal Revenue Code of 1986.

On February 3, 2003, the Company amended the Articles of Incorporation to
increase the total number of authorized shares from 50,000,000 to 200,000,000
shares, par value $.001 per share.

Between January 1, 2003 and February 19, 2003, the Company sold all shares of
their investment in securities for approximately $15,000.

Note 11. Investments in marketable securities

The following is a summary of the Company's investments at both original cost
and market value at December 31, 2002:

                                   Cost                Market value
                                   ----                ------------

                                 $ 15,657                 $ 13,600
                                 ========                 ========


                                       23
<PAGE>

PART  III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names of the members of the Company's Board
of Directors, executive officers and the position with the Company held by each:

        Name                    Age            Position
        ----                    ---            --------

                                            Director, Chief Executive Officer
Melanie S. Meinders              29         and President

Charles E. Jordan, Sr.           55         Director and Secretary


Each director is elected to hold office until the next annual meeting of
shareholders and until his successor has been elected and qualified. Officers
are elected annually by the Board of Directors and hold office until successors
are duly elected and qualified. The following is a brief account of business
experience of each director and executive officer of the Company.

Melanie S. Meinders. Mrs. Meinders has been the Chairman of the Board, Chief
Executive Officer and President since the Company was founded. Mrs. Meinders has
served as the Chairman of the Board, Chief Executive Officer, President and
Chief Financial Officer of e-Com Holdings, Inc., a Nevada corporation, since
August 1, 1999. e-Com Holdings, Inc. is an inactive corporation. Mrs. Meinders
was a Director, Vice President and Secretary of My Trading Corp., a Nevada
corporation, from October 28, 1999. My Trading Corp. is an inactive corporation.
Mrs. Meinders has been the Chairman of the Board, Chief Executive Officer,
President and Secretary of Toyopia, Inc., a Nevada corporation from October 28,
1999 through January 2, 2002. Mrs. Meinders has been a Director and Secretary of
Venture Funding Group, Inc. since September 22, 1997. Mrs. Meinders has been a
Director and Secretary of High Desert Consultants, Inc. since November 8, 1996.
Mrs. Meinders has been the Chairman of the Board, Chief Executive Officer and
President of American Equities Corp., a Nevada corporation, since it was founded
on September 28, 2001. Mrs. Meinders was the Chairman of the Board, Chief
Executive Officer and President of Stars of Music, Inc. from October 28, 1999
through June 14, 2001.

Charles E. Jordan, Sr. Mr. Jordan has been a Director and Secretary of the
Company since December 22, 2000. Mr. Jordan has been a Director and President of
Performance Strategies, Inc. since September 15, 1997. Mr. Jordan has been a
Director and Secretary of My Trading Corp., a Nevada corporation, since February
10, 2001. My Trading Corp. is an inactive corporation. Mr. Jordan has been a
Director and Secretary of e-Com Holdings, Inc., a Nevada corporation since
February 1, 2001. e-Com Holdings, Inc. is an inactive corporation. Mr. Jordan
has been a Director and Secretary of American Equities Corp., a Nevada
corporation, since it was founded on September 28, 2001. Mr. Jordan was a
Director and Secretary of Stars of Music, Inc. from February 10, 2001 through
December 21, 2001. Mr. Jordan has over 26 years of experience in the securities
industry at various regional and national brokerage firms. Mr. Jordan has held
positions as Regional Manager, Branch Manager, Broker Trainer and Securities
Broker. Mr. Jordan achieved rankings such as being ranked in the top ten percent
of 1200+ brokers in his firm. Mr. Jordan was also the number one branch producer
on numerous occasions. Since 1977, Mr. Jordan has been involved in the
securities industry and more recently his background has been in the financial
public relations and consulting field. Mr. Jordan attended college at Grossmont
and Southwestern colleges in San Diego, California.


                                       24
<PAGE>

ITEM 11 - EXECUTIVE COMPENSATION

The Company does not presently provide group medical or life insurance for its
employees, although the Board of Directors may recommend such plans be adopted
in the future.

To further the growth of the Company and to reward key employees, the Company
plans to compensate officers, directors, consultants and key employees providing
bona fide services to the Company through the award of Common Shares of the
Company. The Company's Board of Directors will be responsible for the
administration of executive compensation and will grant awards under the
Employee Compensation Plan. Nothing in this Employee Compensation Plan, or in
the grant of an award, shall confer upon any employee the right to continue in
the employ of the Company, nor shall it interfere with or restrict in any way
the rights of the Company to discharge any employee at any time for any reason
whatsoever, with or without cause. The Employee Compensation Plan is intended to
reward employees, officers, directors and consultants, based upon the Company's
performance.

The officers and directors have been retained under Employment Agreements
containing adequate compensation and benefits to insure the proper growth and
development of the Company. The Board of Directors has approved all employment
and compensation pursuant to Article 5.05 of the By-Laws of the Corporation.

During the year ended December 31, 2002, the Company accrued salaries for the
officers and directors of the Company. The Chairman of the Board and Chief
Executive Officer was accrued a total of $4,200, the President and Chief
Financial Officer was accrued a total of $2,800, the Secretary and Director was
accrued a total of $3,500 and the Vice President was accrued a total of $700.
The total accrued officers salaries for the year ended December 31, 2002 was
$11,200. These salaries were accrued at 17.5% of the terms of their respective
Employment Agreements. The President and Vice President of the Company resigned
on December 30, 2002.

No officer of the Company receives any additional compensation for his services
as a director. However, directors are entitled to be reimbursed for reasonable
and necessary out-of-pocket expenses incurred by them in connection with
meetings of the Board of Directors or other matters of Company business.


                                       25
<PAGE>

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At December 31, 2002, the Company had 8,754,400 Common Shares issued and
outstanding. The following tabulates the holdings of Common Shares of the
Company by each person who holds of record or is known by management of the
Company to own beneficially more than 5% of the Common Shares and, in addition,
by all directors and officers of the Company, individually and as a group:

                                              Number of                Percent
Name and Address                               Shares                  of Class
----------------                               ------                  --------
Melanie S. Meinders (1)(2)(3)
4729 Lomas Sante Fe Street
Las Vegas, Nevada 89147-6028                  1,550,000                  17.70%

Charles E. Jordan, Sr. (1)
1917 Fleming Avenue
Willow Creek, Pennsylvania 19090              1,150,000                  13.14%

Thomas R. Meinders (3)
4729 Lomas Sante Fe Street
Las Vegas, Nevada 89147                         800,000                   9.14%

Venture Funding Group, Inc. (2)(3)
4729 Lomas Sante Fe Street
Las Vegas, Nevada 89147                         100,000                   1.14%
                                              ---------                  ------

All officers/directors as a group (two)       2,700,000                  30.84%

------------
      (1)   Melanie S. Meinders and Charles E. Jordan, Sr. are officers and
            directors of the Company.

      (2)   Venture Funding Group, Inc., a Nevada corporation is controlled by
            Thomas R. Meinders Husband of Melanie S. Meinders. Melanie S.
            Meinders is a minority shareholder.

      (3)   Thomas R. Meinders and Melanie S. Meinders are deemed beneficial
            owners of a total of 2,450,000 common shares of the Company.

Each director is elected to hold office until the next annual meeting of
shareholders and until his successor has been elected and qualified. Officers
are elected annually by the Board of Directors and hold office until successors
are duly elected and qualified. The following is a brief account of business
experience of each director and executive officer of the Company.


                                       26
<PAGE>

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 28, 1999, the Company issued 600,000 Common Shares, par value $0.001
to Melanie S. Meinders in exchange for $600.00 cash and services, valued at
$5,400.00, in connection with the establishment of the Company and for services
as the sole officer and director of the Company. Mrs. Meinders was the Company's
sole shareholder who served as the Chairman of the Board, Chief Executive
Officer, President, Chief Financial Officer and Secretary of the Company. Mrs.
Meinders resigned as Secretary of the Company on November 15, 1999.
On September 1, 2002, the Company issued 3,350,000 Common Shares, par value
$0.001 per share, to the officers and directors of the Company pursuant to their
respective Employment Agreements.

From time to time, the Company may utilize the services of High Desert
Consultants, Inc., Venture Funding Group, Inc. and Nevada Bookkeeping Corp.
These services are performed for the benefit of the Company at prices that are
discounted to the competition. Mrs. Meinders is a minority shareholder in High
Desert Consultants, Inc. and Venture Funding Group, Inc. Mrs. Meinders does not
receive any compensation from High Desert Consultants, Inc. or Venture Funding
Group, Inc. with regard to the services that are performed for the Company.
Thomas R. Meinders husband of Melanie S. Meinders is the majority shareholder in
High Desert Consultants, Inc., Venture Funding Group, Inc. and Nevada
Bookkeeping Corp.

Services from Affiliated Companies:

During the year ended December 31, 2002, the Company utilized the services of
Venture Funding Group, Inc., a Nevada corporation that is controlled by Thomas
R. Meinders, husband of Melanie S. Meinders, an officer of the Company. For the
year ended December 31, 2002, Venture Funding Group, Inc. was paid approximately
$10,200 for document preparation services. For the year ended December 31, 2001,
Venture Funding Group, Inc. was paid approximately $58,300 for document
preparation services.

During the year ended December 31, 2002, the Company utilized the services of
High Desert Consultants, Inc., a Nevada corporation that is controlled by Thomas
R. Meinders, husband of Melanie S. Meinders, an officer of the Company. For the
year ended December 31, 2002, High Desert Consultants, Inc. was paid
approximately $4,800 for consulting services. For the year ended December 31,
2001, High Desert Consultants, Inc. was paid approximately $23,800 for
consulting services. In addition, High Desert Consultants, Inc. was reimbursed
approximately $1,500 for certain expenses.

The services of Nevada Bookkeeping Corp. were not utilized during the year ended
December 31, 2002. During the year ended December 31, 2001, the Company utilized
the services of Nevada Bookkeeping Corp., a Nevada corporation that is
controlled by Thomas R. Meinders, husband of Melanie S. Meinders, an officer of
the Company. For the year ended December 31, 2001, Nevada Bookkeeping Corp. was
paid approximately $3,900 for bookkeeping services and the preparation of stock
certificates.


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<PAGE>

PART  IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K

Financial Statements and Schedules required to be filed hereunder are indexed on
page 13 hereof. Reports on Form 8-K are incorporated by reference.

      (a)   Exhibit 10.1 - Share Exchange Agreement dated January 31, 2003

      (b)   Exhibit 99.1 - Certificate of Chief Executive Officer

      (c)   Exhibit 99.2 - Certificate of Chief Financial Officer

      (d)   Current Reports on Form 8-K:

            a.    Current Report on Form 8-K, reporting on the cancellation of
                  the acquisition of Apollo Capital Corp. (Incorporated by
                  reference)

            b.    Current Report on Form 8-K/A3, reporting on the disposition of
                  100% of the issued and outstanding shares of Providence
                  Cabinet Shoppe, Inc. on November 18, 2002. (Incorporated by
                  reference)

SIGNATURES

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

                                                 NEVADA HOLDING GROUP, INC.


                                                By: /s/ Melanie S. Meinders
                                                    -----------------------
                                                        Melanie S. Meinders
                                                     Chairman of the Board,
                                                   Chief Executive Officer,
                                                              President and
                                                    Chief Financial Officer


                                                     Dated:  March 11, 2003


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