FULLER, TUBB, POMEROY & STOKES
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW
                      201 ROBERT S. KERR AVE., SUITE 1000
                            OKLAHOMA CITY, OK 73102
G.M.  FULLER  (1920-1999)                               TELEPHONE:  405-235-2575
JERRY TUBB                                               FACSIMILE: 405-232-8384
DAVID  POMEROY
TERRY  STOKES
   -------

OF  COUNSEL:
MICHEL  A.  BICKFORD                                  THOMAS  J.  KENAN  E-MAIL:
THOMAS  J.  KENAN                                              kenan@ftpslaw.com
ROLAND  TAGUE
DAN  M.  PETERS

                                  June 10, 2004


Securities  and  Exchange  Commission
Division  of  Corporation  Finance
Jeffrey  P.  Riedler,  Assistant  Director
ATTENTION  SONIA  BARROS
450  Fifth  Street,  N.W.,  Mail  Stop  0309
Washington,  D.C.  20549-0309

     Re:  Annual  Report  on  Form  10-KSB  FYE 12-31-03 filed April 12, 2004
          The  KingThomason  Group,  Inc.,  Commission  File  No.  333-60880

Dear  Mr.  Riedler:

As  counsel  to  The  KingThomason Group, Inc., I enclose Amendment No. 1 to its
Form  10-KSB  for  the  year ended December 31, 2003 in response to your comment
letter  dated  June 8, 2004.  The following responses are made to your comments.
The  responses  are  keyed  to  your  comments.

Form  10-KSB  for  the  Year  Ended  December  31,  2003
--------------------------------------------------------

1.   Item  14.  Controls  and  Procedures  -  This  language has been revised to
     provide  the   conclusions  of  the  registrant's  officers  regarding  the
     disclosure  controls  and procedures as of the end of the period covered by
     the  report  as  required  by  amended  Item  307  of Regulation S-B and as
     indicated  in  the  certifications  of  the  officers.

We  are  providing  you  three  marked  courtesy copies of the amended document.

If  there  are  questions  or matters that could be resolved more effectively by
telephone,  please  call  me  at  405-235-2575.  My  fax number is 405-232-8384.

Sincerely,

/s/  Thomas  J.  Kenan

Thomas  J.  Kenan

Attachment

cc:  T.E.  King  III  (w/enclosure)
     Kabani  &  Co.  (w/enclosure)


<PAGE>



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


                         AMENDMENT NO. 1 TO 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, 2003

                                       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)

                        2600 Old Crow Canyon Road, #201
                              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:  $19,750

State  the  aggregate market value of the 5,016,840 voting and non-voting common
equity  held  by  non-affiliates computed by reference to the $0.275 average bid
and  asked  price  of  such  common  equity,  as  of April 5, 2004:  $1,602,173.

As  of  March  22, 2004, there were 16,994,071 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                                     22

Item  9   Directors,  Executive  Officers,  Promoters and Control Persons     22

Item 10   Executive  Compensation                                             22
          Employment  Contracts                                               27
          Stock  Options                                                      27


                                      iii
<PAGE>

Item 11   Security  Ownership  of  Certain  Beneficial  Owners
               and  Management                                                27

Item 12   Certain  Relationships  and  Related  Transactions                  28

Item 13   Exhibits  and  Reports  on  Form  8-K                               30
          Exhibits                                                            30
          Forms  8-K                                                          31

Item 14   Controls  and Procedures                                            31

Signatures                                                                    32



















                                       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, financial and insurance products for overlooked and/or
underdeveloped  niche  markets.  Now  that  our  TotalRecovery  Medical Accounts
Receivable  Credit  Card  Program  and our SpectraOne and HealthNext Basic Major
Medical  Plans  have  come  on stream, our proprietary products should exceed 80
percent  of  2004'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  private-pay accounts receivable into performing credit card assets.
These  assets,  once  "seasoned" as performing credit cards (a 12-month period),
can be readily sold in liquid asset backed securities markets, currently at par.


                                        1
<PAGE>

KingThomason  retains  40  percent  of the proceeds from the sale of the assets,
with  60  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 25 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.

     2.   KingThomason  HealthNext  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 rated by A.M. Best, the
insurance  industry's  premier  rating  company.

     We  use the Internet for marketing, communication and informative purposes.
Products  can  be  sold  over  the  Internet; but more specifically 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 MasterCard Credit Card, and

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

Revenue  by  Sectors.  Our  revenues  from each of our subsidiaries during 2001,
2002  and  2003  are  as  follows:

<TABLE>
<CAPTION>
                                            2001         2002        2003
                                          --------     -------     -------
<S>                                       <C>          <C>         <C>
KingThomason, Inc.                        $103,200     $ 8,744     $19,080
KingThomason Financial Services           $ 85,715     $14,156     $   670
KingThomason Credit Card Services         $      0                 $     0
</TABLE>


                                        2
<PAGE>

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 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 Program.  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
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.


                                        3
<PAGE>

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 3 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 an eighteen-month lease on our office space.  It consists of 2,010
square  feet.  The  lease  expires  January  15,  2005.

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  2003.

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 and 2003.  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


                                        4
<PAGE>

          3rd  Qtr             $0.3          $0.07
          4th  Qtr             $0.45         $0.1

     2003:
          1st  Qtr             $0.40         $0.24
          2nd  Qtr             $0.25         $0.13
          3rd  Qtr             $0.15         $0.10
          4th  Qtr             $0.13         $0.10
</TABLE>

     There  are  approximately  538  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  May  25,  2003  we  issued 586,000 shares of our Common Stock to twelve
"accredited  investors" in exchange for $69,050 cash.  In 2003 we issued 347,500
shares  of  our  Common Stock for consulting services in exchange for $50,200 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 12/31/03 Compared to Year ending 12/31/02
  -----------------------------------------------------------------------------

     King  Thomason's  revenues for the fiscal year ended December 31, 2003 were
slightly  below those of the fiscal year ended December 31, 2002 - $19,750 in FY
2003  compared  to  $22,900 in FY 2002.   The reasons for the slight 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 that the prospects for the TotalRecovery Medical
Accounts  Receivable  Credit Card Program and the HealthNext 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 decreased 23 percent during FY 2003 as compared with FY
2002.  Operating  expenses  decreased  by  $149,796  from $649,337 in FY 2002 to
$499,541  in  FY  2003.

     KingThomason  had  a net loss of $536,593 for FY 2003, down from a net loss
of  $632,145  for  FY  2002,  a  $95,552  decrease or a 15 percent decrease.  We


                                        5
<PAGE>

covered  the  loss  with  the  sale of stock for $69,050 cash and an increase in
accrued  expenses  of  $371,977.

     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 HealthNext
Basic  Major  Medical  Plan started sales November 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  an  increased  cash  flow  by the end of the third
quarter  of  2004.

     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 HealthNext
Basic  Major  Medical  Plan,  which  began  November  1.

     The  following  table  presents, as a percentage of sales, certain selected
financial data for each of fiscal years December 31, 2002 and December 31, 2003:

<TABLE>
<CAPTION>
                                                       Fiscal Year Ended
                                                       -----------------
                                                   12-31-2003     12-31-2002
                                                   ----------     ----------
<S>                                                 <C>            <C>
Sales                                                  100%           100%

Operating expenses                                  (2,529)%       (2,836)%
Income from operations                              (2,429)%       (2,736)%

Non-operating income (expense)                      (2,674)%           11%

Net income (loss) before taxes                      (2,674)%       (2,724)%
Net income (loss) after taxes                       (2,717)%       (2,760)%
</TABLE>

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

     Current  assets  of  $6,317 on December 31, 2003, compares unfavorably with
current  liabilities  of  $833,160 at that time, an unfavorable current ratio of
0.008.




                                        6
<PAGE>

     Liquidity  and  Capital  Resources.
     -----------------------------------

     We  are  not liquid with $2,822 cash on hand and $3,075 in prepaid expenses
at  fiscal  2003  year-end and current liabilities of $678,390 owed to unrelated
parties.  However,  we  had $99,459 in negative operating cash flow during 2003.
We  were  able  to  maintain  liquidity  only  by selling stock in the amount of
$69,050.  The  $100,590  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  2004  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,  2003                         9
     Consolidated  Statements  of  Operations  for  the  Years  Ended
          December  31,  2003  and  2002                                      10
     Consolidated  Statement  of  Stockholders'  Equity  (Deficit)
          for  the Year Ended December 31, 2003 and 2002                      11
     Consolidated  Statements  of  Cash  Flows  for  the  Year
          Ended December 31, 2003 and 2002                                    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,  2003  and  the related consolidated statements of operations, stockholders'
deficit  and  cash  flows  for the years ended December 31, 2003 and 2002. 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, 2003 and the results of its
operations and its cash flows for the years ended December 31, 2003 and 2002, 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 1,579,525 and excess of total
liabilities  over total assets of $1,017,808 on December 31, 2003. These factors
as  discussed  in  Note  16  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 16. 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  31,  2004


                                        8

<PAGE>

                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003



                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
CURRENT  ASSETS:
<S>                                                                 <C>
     Cash & cash equivalents                                        $     2,822
     Commission  receivable,  net  of  allowance  of
       insurance  policy  cancellations of $2,000                           420
     Prepaid Expenses                                                     3,075
                                                                    -----------
          Total current assets                                            6,317

PROPERTY AND EQUIPMENT, net                                              19,035
                                                                    -----------

                                                                    $    25,352
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT  LIABILITIES:
     Accounts payable & accrued expenses                            $   678,390
     Note payable - other                                                54,180
     Loan from officer                                                   12,590
     Note Payable - related parties                                      88,000
                                                                    -----------
          Total current liabilities                                     833,160


CONVERTIBLE 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;  16,184,829 shares issued
       and outstanding at December 31, 2003                              16,185
     Additional paid in capital                                         638,532
     Shares to be issued                                                      -
     Less: Subscription receivable                                      (93,000)
     Accumulated deficit                                             (1,579,525)
                                                                    -----------
          Total stockholders' deficit                                (1,017,808)
                                                                    -----------

                                                                    $    25,352
                                                                    ===========
</TABLE>



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

                                        9

<PAGE>

                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                         2003          2002
                                                    ------------   ------------
Revenues
<S>                                                 <C>            <C>
  Securities  commission                            $          -   $      7,034
  Insurance commission                                       498         15,394
  Consulting & Other commission                           19,252            472
                                                    ------------   ------------
        Net revenues                                      19,750         22,900

Operating  expenses
  Consulting expense                                     317,500        200,000
  General and administrative                             182,041        449,337
                                                    ------------   ------------
            Total operating expenses                     499,541        649,337
                                                    ------------   ------------

Loss from Operations                                    (479,791)      (626,437)
                                                    ------------   ------------

Non-Operating  Income  (expense):
  Interest  income                                             -            223
  Interest expense                                       (48,225)       (18,719)
  Miscellaneous                                           (4,577)        21,068
                                                    ------------   ------------
  Loss before income taxes                              (532,593)      (623,865)

  Provision for income taxes                               4,000          8,280
                                                    ------------   ------------

Net loss                                            $   (536,593)  $   (632,145)
                                                    ============   ============

Basic  &  diluted  weighted  average  number  of
  common stock outstanding                            15,669,662     15,051,440
                                                    ============   ============

Basic & diluted net loss per share                  $      (0.03)  $      (0.04)
                                                    ============   ============
</TABLE>





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

                                        10

<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                     Common  stock                                                                    Total
                                 --------------------
                                  Number of              Additional     Subscription  Shares to be  Accumulated   stockholders'
                                    shares    Amount   paid in capital   receivable      issued       deficit       (deficit)
                                 ----------  --------  ---------------  ------------  ------------  -----------  ----------------
<S>                              <C>         <C>         <C>             <C>           <C>         <C>              <C>
Balance as of January 1, 2002    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

81,429  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)

Shares issued for cash              586,000       586        68,464             -              -             -            69,050

Shares issued for services          347,500       348        49,853             -              -             -            50,200

Shares  issued  for  cash
  received  in  prior  year          81,429        81        28,419             -        (28,500)            -                 -

Shares issued for services
  performed in prior year            50,000        50         9,450             -         (9,500)            -                 -

Net  loss  for  the  year                 -         -             -             -              -      (536,593)      (536,593.00)
                                 ----------  ---------   ----------      --------      ---------   -----------      ------------

Balance as of December 31, 2003  16,184,829  $  16,185    $ 638,532      $(93,000)     $       0   $(1,579,525)     $ (1,017,808)
                                 ==========  =========    =========      ========      =========   ===========      ============
</TABLE>











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

                                        11
<PAGE>

                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEAR ENDED DECEMBER 31, 2003 & 2002

<TABLE>
<CAPTION>
                                                         2003          2002
                                                    ------------   ------------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
<S>                                                 <C>            <C>
     Net loss                                       $   (536,593)  $   (632,145)
     Adjustments  to  reconcile  net  loss  to
       net  cash  used  in operating  activities:
          Shares issued for service                       50,200          9,500
          Shares  issued  for  prepaid  expense                -          3,150
          Depreciation and amortization                    9,680          8,199
          (Increase)/decrease in current  assets:
               Commission receivable                       4,585         33,764
               Prepaid  expenses                             692          3,910
          Increase/(decrease) in current
            liabilities:
               Accrued expenses                          371,977        233,647
                                                    ------------   ------------
     Net cash used in operating  activities              (99,459)      (339,975)
                                                    ------------   ------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
     Acquisition  of  property  &  equipment                   -         (1,419)
                                                    ------------   ------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
          Proceeds  from  loans                            3,000         18,623
          Proceeds  from  notes  payable                       -        210,000
          Proceeds from issuance of common stock          69,050         68,900
          Cash  received  for  shares  to  be  issued          -         28,500
                                                    ------------   ------------
     Net cash provided by financing activities            72,050        326,023
                                                    ------------   ------------

NET DECREASE IN CASH & CASH EQUIVALENTS                  (27,409)       (15,371)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                30,231         45,602
                                                    ------------   ------------

CASH & CASH EQUIVALENTS, ENDING BALANCE             $      2,822   $     30,231
                                                    ============   ============
</TABLE>



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

                                        12

<PAGE>

                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
                   NOTES TO 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.  (KT)  was incorporated in the state of Nevada on July 21,
2000. KT'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.

(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.


                                       13
<PAGE>

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


(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 year ended December
31,  2003  and  2002  include  the  accounts  of  KTGI  and   its  wholly  owned
subsidiaries, KTI, KTFS, KTCC & KTIM. There was no activity for the period ended
December  31,  2003  and  2002  for  KTNL,  KTFI,  KTIC,  KTIMI,  KTAM and KTICI
(collectively  the  "Company").  All  significant   inter-company  accounts  and
transactions  have  been  eliminated  in  consolidation.

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.


                                       14
<PAGE>

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


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
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


                                       15
<PAGE>

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


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, 2003 and 2002,
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

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
accounting  bulletin  (SAB)  104.  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, 2003 and 2002, 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.

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).


                                       16
<PAGE>

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


3.     RECENT  PRONOUNCEMENTS

On  April  30,  2003,  the  FASB  issued  FASB  Statement  No. 149 ("SFAS 149"),
"Amendment  of  Statement 133 on Derivative Instruments and Hedging Activities".
FAS  149  amends  and  clarifies  the  accounting  guidance  on  (1)  derivative
instruments   (including  certain  derivative   instruments  embedded  in  other
contracts)  and  (2)  hedging  activities  that  fall  within  the scope of FASB
Statement  No.  133  ("SFAS  133"),  Accounting  for  Derivative Instruments and
Hedging  Activities. SFAS 149 also amends certain other existing pronouncements,
which will result in more consistent reporting of contracts that are derivatives
in  their  entirety  or  that contain embedded derivatives that warrant separate
accounting.  SFAS  149  is  effective (1) for contracts entered into or modified
after  June 30, 2003, with certain exceptions, and (2) for hedging relationships
designated after June 30, 2003. The guidance is to be applied prospectively. The
adoption  of  SFAS  No.  149  does  not  have a material impact on the Company's
financial  position  or  results  of  operations  or  cash  flows.

On  May 15 2003, the FASB issued FASB Statement No. 150 ("SFAS 150"), Accounting
for  Certain  Financial Instruments with Characteristics of both Liabilities and
Equity.  SFAS 150 changes the accounting for certain financial instruments that,
under previous guidance, could be classified as equity or "mezzanine" equity, by
now  requiring  those  instruments to be classified as liabilities (or assets in
some  circumstances)  in  the statement of financial position. Further, SFAS 150
requires  disclosure  regarding  the  terms  of those instruments and settlement
alternatives.  SFAS  150  affects  an  entity's  classification of the following
freestanding  instruments:  a)  Mandatorily  redeemable instruments b) Financial
instruments  to  repurchase  an  entity's  own  equity  instruments c) Financial
instruments embodying obligations that the issuer must or could choose to settle
by  issuing  a  variable  number of its shares or other equity instruments based
solely on (i) a fixed monetary amount known at inception or (ii) something other
than  changes  in  its  own  equity  instruments  d)  SFAS 150 does not apply to
features  embedded  in  a  financial  instrument that is not a derivative in its
entirety.  The  guidance  in  SFAS  150 is generally effective for all financial
instruments  entered  into  or  modified  after  May  31, 2003, and is otherwise
effective  at the beginning of the first interim period beginning after June 15,
2003.  For  private  companies, mandatorily redeemable financial instruments are
subject  to  the  provisions  of  SFAS 150 for the fiscal period beginning after
December  15, 2003. The adoption of SFAS No. 150 does not have a material impact
on  the  Company's  financial  position  or results of operations or cash flows.

In  December  2003,  the  Financial  Accounting  Standards Board (FASB) issued a
revised  Interpretation  No.  46,  "Consolidation of Variable Interest Entities"
(FIN  46R).  FIN 46R addresses consolidation by business enterprises of variable
interest  entities  and  significantly  changes the consolidation application of
consolidation  policies  to  variable  interest  entities   and,  thus  improves
comparability  between  enterprises  engaged  in  similar  activities when those
activities  are  conducted  through variable interest entities. The Company does
not  hold  any  variable  interest  entities.

4.     PROPERTY  AND  EQUIPMENT

Property  and  equipment  consisted  of  following  on  December  31,  2003:
<TABLE>
<CAPTION>
<S>                                                       <C>
          Furniture,  fixture  and  Equipment             $    64,641
          Less:  Accumulated  depreciation                     45,606
                                                          -----------
                                                          $    19,035
                                                          ===========
</TABLE>


                                       17
<PAGE>

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


5.     ACCOUNTS  PAYABLE  &  ACCRUED  EXPENSES

Accounts payable and accrued expenses consisted of the following on December 31,
2003:
<TABLE>
<CAPTION>
<S>                                                       <C>
          Accrued  consulting                             $  500,000
          Accrued  interest                                   66,817
          Other                                              111,573
                                                          ----------
                                                          $  678,390
                                                          ==========
</TABLE>

6.     NOTE  PAYABLE  -  OTHER

The  Company  has a note payable to a vendor amounting to $54,180 as of December
31,  2003.  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 was to be adjusted against the rebates the Company would have received from
the  vendor, subject to the Company meeting certain production requirements. The
note  was  to  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.

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 $755 for the year ended December
31,  2003  and  2002.

8.     NOTES  PAYABLE  -  RELATED  PARTIES

The  Company  has  notes  payable  to  two  shareholders amounting $88,000 as of
December  31,  2003. 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 for
the  year  ended  December  31and  2003  and  2002.

9.     CONVERTIBLE  DEBENTURE

On  July  15,  2002,  the  Company  issued  $90,000 worth of 12%, 18-month term,
Convertible  Debentures (the "Debentures"), on July 18, 2002, the Company issued
an  additional  $100,000  worth of the Debentures with 12%, 18 month term and on
October  30,  2002,  the  Company  issued  an  additional  $20,000  worth of the
Debentures  with  12%,  18  month  term.

The holder 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. Interest
for  the  year  ended  December  31,  2003  amounted  to  $26,809.

Attached  to  the  Debentures,  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.


                                       18
<PAGE>

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


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.

10.    INCOME  TAXES

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 $1,500,000. The
net  operating  loss carry-forwards may be used to reduce taxable income through
the  year  2018  for  the  federal  income  tax  purpose.

The  gross  deferred tax asset balance due to loss carry-forwards as of December
31,  2002  was  approximately  $510,000.  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.

11.    MAJOR  CUSTOMERS

During  the year ended December 31, 2003, a majority of the Company's consulting
income  was  earned  from  three  major  service  providers, which accounted for
approximately  88% of total consulting income. The receivable from those service
providers  amounted  to  $2,306  as  of  December 31, 2003. All of the Company's
insurance  commission  income  was earned from one major service provider during
the year ended December 31, 2003 which accounted for 100% of the total insurance
commission  income.

During  the  year ended December 31, 2002, a majority of the Company's insurance
commission  income  was earned from two major service providers, 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.

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.

12.    STOCKHOLDERS'  EQUITY

During  the  year  ended December 31, 2003, the Company issued 347,500 shares of
common stock for consulting service amounting $50,200. The Company issued 50,000
shares of common stock for services received in the prior year amounting $9,500.

During  the  year  ended December 31, 2003, the Company issued 586,000 shares of
common  stock  for  cash  received  amounting $69,050. The Company issued 81,429
shares  of  common  stock for cash received in the prior year amounting $28,500.



                                       19
<PAGE>

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


In  the  year  ended  December  31,  2003, the Company committed to issue 50,000
shares  of  common  stock  amounting  $8,200 for the services to be provided for
three  years  period  ending  June  1,  2006.

13.    COMMITMENTS

The  company  entered  an 18- months sublease agreement on June 3, 2003. Monthly
rental  under  the  sublease  is $3,075 from August 1, 2003 to January 15, 2005.
Minimum  annual  rentals  for twelve-month periods ended, subsequent to December
31,  2003  are  as  follows:
<TABLE>
<CAPTION>
                         Year                  Amount
                         ----                ---------
<S>                                          <C>
                         2004                $  36,900
                         2005                    3,075
                                             ---------
                                             $  39,975
                                             =========
</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
markets,  financial and related advice. The Company paid $75,000 pursuant to the
consulting  agreement  in  2002  and accrued $500,000 through December 31, 2003.

On July 24, 2003, the Company entered into a service agreement with a consultant
in  connection  with  an  equity placement of its common or preferred stock. The
Company  issued  175,000  shares  of  common  stock as a retainer and will issue
25,000 shares for each $100,000 of portion thereof, funded. These 175,000 issued
shares  will  not  be  sold  for  six  months or until the stock price reaches a
closing price of $.50 or greater for three consecutive trading days. Relating to
advisory  services for a merger or acquisition transaction, the Company will pay
cash  equal  to 2% of the cash consideration paid or received and the its common
stock  equal  to  2%  of  the  non-cash  consideration  paid  or received in the
transaction.

14.    EARNING  PER  SHARE

Earnings  per  share  for  the  year  ended  December  31and  2003 and 2002 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.

15.    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 $0 for income tax and $3,000 for interest during the year ended
December 31, 2003 and $0 for income tax and interest for the year ended December
31,  2002.

16.    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  $1,579,525  at  December 31, 2003. The Company's total
liabilities  exceed  its  total  assets  by  $1,017,808.  In view of the matters


                                       20
<PAGE>

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


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.

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,  during  the  year ended December 31, 2003, the
Company  received  $69,050  for  shares  issued.



























                                       21
<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, 36           President,                   7-00            12-04
                            Chief Financial Officer      7-00            12-04
                            and Director                 7-00            12-04

Hume A. "Tom" Thomason, 62  Secretary and                7-00            12-04
                            Director                     7-00            12-04

William T. Waler, Jr., 67   Director                     4-02            12-04

Arthur Mele, 61             Vice President of            4-02            12-04
                            Communications
</TABLE>


                                       22
<PAGE>

<TABLE>
<CAPTION>
                        KingThomason, Inc. (California)
                        -------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
T.E. King III, 36           Chief Financial Officer,     9-98            12-04
                            Secretary and                9-98            12-04
                            Director                     9-98            12-04

Hume A. "Tom" Thomason, 62  President, Director          9-98            12-04
</TABLE>

<TABLE>
<CAPTION>
                      KingThomason Financial Services, Inc.
                      -------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A. "Tom" Thomason, 62  Director                     4-99            12-04

T.E. King III, 36           Chief Financial Officer,     4-99            12-04
                            Secretary and                4-99            12-04
                            Director                     4-99            12-04
</TABLE>

<TABLE>
<CAPTION>
                    KingThomason Credit Cards Services, Inc.
                    ----------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A. "Tom" Thomason, 62  Director                     1-00            12-04

T.E. King, III, 36          President,                   1-00            12-04
                            Chief Financial Officer,     1-00            12-04
                            Secretary and                1-00            12-04
                            Director                     1-00            12-04

Richard Michel, 63          Director                     1-00            12-04
</TABLE>

     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


                                       23
<PAGE>

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.

     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  -  Vice  President  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


                                       24
<PAGE>

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.

          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  2003  of  $5,500.

     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.







                                       25
<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>
2003   $  5,500    0           0              0         200,000        0              0
2002   $ 29,250    0           0              0         100,000        0              0
2001   $ 32,000    0           0              0               0        0              0
</TABLE>

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

     We  have  an  employment  agreement  with  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 1,045,000
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
Arthur Mele                    120,000              11.8%             $0.25            09-12
</TABLE>









                                       26
<PAGE>

<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/$25,000
T.E. King III              0         $0                0/200,000                          $0/$30,000
Hume A. Thomason           0         $0                0/200,000                          $0/$30,000
Hume A. Thomason           0         $0                0/100,000                          $0/$12,000
William T Walker           0         $0                0/100,000                          $0/$15,000
Arthur Mele                0         $0                0/245,000                          $0/$74,000
</TABLE>

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

     The  following table shows information as of December 31, 2003 with respect
to each beneficial owner of more than five percent of each class of voting stock
of KingThomason Group, and to each of the officers and directors of KingThomason
Group  individually  and  as  a  group:

<TABLE>
<CAPTION>
                                                    No. of Shares     % of Class
                                                    -------------     ----------
<S>                                                    <C>                <C>
T.E.  King  III                                        5,793,464          38.5
2600 Old Crow  Canyon  Road,  Suite  201
San  Ramon,  CA  94583

Hume  A.  ("Tom")  Thomason                            5,193,463          34.5
2600 Old Crow  Canyon  Road,  Suite  201
San  Ramon,  CA  94583

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

William  T.  Walker,  Jr.                                 50,000              0
P.  O.  Box  10684
Beverly Hills, CA 90213

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

Officers and Directors as a Group (5 persons)         11,167,989           73.9
</TABLE>


                                       27
<PAGE>

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."

     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  -


                                       28
<PAGE>

-    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 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.**


                                       29
<PAGE>

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

     31       -     Certification  of  Chief  Executive  Officer  pursuant to 18
                    U.S.C.  Section  1350,  as  adopted pursuant to  Section 302
                    of the Sarbanes-Oxley Act  of  2002.

     31.1     -     Certification  of  Chief  Financial  Officer  pursuant to 18
                    U.S.C.  Section  1350, as adopted pursuant to Section 302 of
                    the Sarbanes-Oxley Act  of  2002.

     32       -     Certification  of  Chief  Executive  Officer  pursuant to 18
                    U.S.C. Section  1350,  as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act  of  2002.

     32.1     -     Certification  of  Chief  Financial  Officer  pursuant to 18
                    U.S.C.  Section 1350,  as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act  of  2002.

     *    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

     Evaluation   of  disclosure   controls  and   procedures.    The  Company's
management,  with the participation of the Company's Chief Executive Officer and
Chief  Financial  Officer,  has  evaluated  the  effectiveness  of the Company's
disclosure  controls  and  procedures  as  of  December 31, 2003.  Based on this
evaluation,  the  Company's  Chief Executive Officer and Chief Financial Officer
concluded  that  the  Company's disclosure controls and procedures are effective
for  gathering, analyzing and disclosing the information the Company is required
to  disclose  in the reports it files under the Securities Exchange Act of 1934,
within  the  time  periods  specified  in  the  SEC's  rules  and  forms.

     Changes  in  internal  controls.  There  were  no  significant  changes  in
internal  controls or other factors that could significantly affect our internal
controls  subsequent  to  the  date  of  our  evaluation.




                                       30
<PAGE>

                                   SIGNATURES


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

Date:  June  10,  2004                  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:  June  10,  2004                  ----------------------------------------
                                        T.E.  King  III,  President,  Chief
                                          Financial Officer and  Director


                                        /s/  Hume  A.  Tom  Thomason
Date:  June  10,  2004                  ----------------------------------------
                                        Hume A. "Tom"  Thomason,  Secretary  and
                                          Director



                                       31
<PAGE>

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

                                  EXHIBIT INDEX


                         Amendment No. 1 to Form 10-KSB

                       For the Fiscal Year Ended 12-31-03

          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.***

     31       -     Certification  of  Chief  Executive  Officer  pursuant to 18
                    U.S.C.  Section  1350,  as  adopted pursuant to  Section 302
                    of the Sarbanes-Oxley Act  of  2002.

     31.1     -     Certification  of  Chief  Financial  Officer  pursuant to 18
                    U.S.C.  Section  1350, as adopted pursuant to Section 302 of
                    the Sarbanes-Oxley Act  of  2002.

                                        1
<PAGE>

     32       -     Certification  of  Chief  Executive  Officer  pursuant to 18
                    U.S.C. Section  1350,  as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act  of  2002.

     32.1     -     Certification  of  Chief  Financial  Officer  pursuant to 18
                    U.S.C.  Section 1350,  as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act  of  2002.

     *    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.

     ***  Previously   filed   with   Form 10-KSB  12-31-02,   Commission   File
          #333-60880, EDGAR Accession  #001060830-03-000065  on  March 31, 2003;
          incorporated herein.























                                        2