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

                                  FORM 10-KSB/A
                                (Amendment No. 2)


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

                      FOR THE YEAR ENDED DECEMBER 31, 2001

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


                         COMMISSION FILE NUMBER: 0-32321


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


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


4729 LOMAS SANTE FE STREET, LAS VEGAS, NEVADA              89147
  (Address of principal executive offices)               (Zip Code)


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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

As of December 31, 2001, the  Registrant had 3,404,400  shares of its $0.001 par
value common stock issued and outstanding.

As of December 31, 2001, the  Registrant had 2,604,400  shares of its $0.001 par
value common stock held by  non-affiliates  of the  registrant.  Market value of
$680,880 has been  computed  based upon the closing bid price of $0.20 per share
on December 31, 2001.

Total Number of Pages: 36
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

                                 NOT APPLICABLE

                                TABLE OF CONTENTS

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

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

PART II ....................................................................   9

    ITEM 5  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS .........................................   9
    ITEM 6  SELECTED FINANCIAL DATA ........................................  10
    ITEM 7  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS ...................................  10
    ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY  DATA ...................  12
    ITEM 9  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              AND FINANCIAL DISCLOSURE .....................................  24

PART III ...................................................................  25

    ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT .............  25
    ITEM 11 EXECUTIVE COMPENSATION .........................................  26
    ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT ...............................................  27
    ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................  28

PART IV ....................................................................  30

    ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
              FORM 8-K .....................................................  30

SIGNATURES .................................................................  30

                                       2
<PAGE>
PART I


ITEM 1 - BUSINESS

GENERAL

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

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

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

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

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

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

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

                                       3
<PAGE>
Decisions  regarding future  acquisitions  will be made by the management of the
Company that will in all probability  act without the consent,  vote or approval
of the Company's  shareholders.  The Company  presently has no other agreements,
understandings  or  arrangements  to  acquire  or  participate  in any  specific
business opportunity.

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

EVALUATION OF OPPORTUNITIES

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

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

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

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

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

                                       4
<PAGE>
While the actual  terms of a  transaction  to which the  Company  may be a party
cannot be predicted, it is expected that the parties to the business transaction
will find it  desirable  to avoid the  creation  of a taxable  event and thereby
structure  the  acquisition  in  a  "tax  free"  reorganization  under  Sections
368(a)(1) or 351 of the Internal  Revenue code of 1954, as amended (the "Code").
In order to obtain  tax-free  treatment  under the Code, it may be necessary for
the owners of the  acquired  business  to own 80% or more of all the  classes of
stock of the surviving  entity.  In such event, the shareholders of the Company,
would retain less than 20% of the issued and outstanding shares of the surviving
entity,  which could result in significant  dilution in the percent of ownership
of such shareholders.

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

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

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

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

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

                                       5
<PAGE>
THE COMPANY'S PLANNED ACQUISITIONS

The Company had earlier  entered into a "Letter of Intent" to acquire all of the
issued and outstanding shares of Providence Cabinet,  Inc., a commercial cabinet
manufacturer  located  in  Clarksville,  Tennessee.  Providence  Cabinet,  Inc.,
established  in  1949,  manufactures  and  sells  commercial  and  institutional
cabinets,  casework and  countertops  throughout the United  States.  Providence
Cabinet,  Inc.  completed  its year ending  December  31, 2001 with  revenues of
approximately $2.2 million.

On March 27, 2002, the Company  completed the  acquisition of 100% of the issued
and outstanding  shares of Providence  Cabinet,  Inc. The agreement provides for
the Company to pay a total of $85,000 payable with a down payment of $15,000 and
the  balance  due and  payable in six monthly  installments.  In  addition,  the
Company assumed  liabilities of approximately  $1,700,000.  Providence  Cabinet,
Inc.  has  assets   including   land,   building,   equipment  and  fixtures  of
approximately  $2,200,000 prior to depreciation.  Providence  Cabinet,  Inc. has
total inventory and accounts receivable of approximately $700,000.

The Company plans to acquire all of the issued and outstanding  shares of Apollo
Capital Corp.  The Company has entered into a "Letter of Intent" to acquire 100%
of the  issued  and  outstanding  shares  of  Apollo  Capital  Corp.,  a  Nevada
corporation  via a share  exchange  of one share of the Company for one share of
Apollo Capital Corp.  for a total issuance by the Company of 35,179,000  shares.
This exchange will be completed  after the filing of the  appropriate  documents
with the  Securities  and  Exchange  Commission.  Shareholder  approval  will be
necessary and a proxy statement will be mailed to the shareholders.

THE COMPANY'S FUTURE SERVICES

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

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

OVERSIGHT  MANAGEMENT  OF  ACQUIRED  BUSINESSES:  To  protect  and  nurture  the
investments of the shareholders,  as well as their own investment, the Company's
management will be responsible for hiring and supervising the operational  teams
managing the specific businesses.

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

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

                                       6
<PAGE>
THE CORPORATE MISSION

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

ITEM 2 - PROPERTIES

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

ITEM 3 - LEGAL PROCEEDINGS

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

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

Officially,  no matters were submitted to a vote of security  holders during the
year ended December 31, 2001.

On or about  December 12, 2001,  the Company  submitted  to the  shareholders  a
preliminary  proxy statement  soliciting the shareholders  vote on the following
matters:

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

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

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

                                       7
<PAGE>
The results of the shareholder solicitation are as follows:

     1.   2,496,900  votes  were  cast in favor  of the  acquisition  of  Apollo
          Capital Corp There were a total of 907,500  shares that did not return
          their votes. 73.34% of the shares were voted in favor.

     2.   2,379,400  votes  were  cast  in  favor  of the  severance  pay to the
          resigning officers and directors.  102,500 votes were cast against the
          proposal.  15,000 shares abstained from voting.  There were a total of
          907,500  shares that did not return their votes.  69.89% of the shares
          were voted in favor.

     3.   2,476,900  votes were cast in favor of the  election of a new Board of
          Directors and officers of the Company.  20,000 shares  abstained  from
          voting. There were a total of 907,500 shares that did not return their
          votes. 72.76% of the shares were voted in favor.

Notwithstanding  the above  approval by the  shareholders,  the Company has been
advised by its  securities  counsel  that it will be  necessary  to comply  with
Securities and Exchange  Commission  regulations  regarding the  solicitation of
shareholder  votes.  To that end,  the  Company  has filed a  preliminary  proxy
statement  with the  Securities  and  Exchange  Commission  with  respect to the
solicitation  of proxies for  shareholder  approval of the acquisition of Apollo
Capital Corp.

The Securities and Exchange Commission has advised the Company that with respect
to the filed  Preliminary  Proxy  Statement  that it will be  necessary  to also
provide current audited  financial  statements for both Apollo Capital Corp. and
the Company.  The Company is presently  preparing an amended  Preliminary  Proxy
Statement for filing with the Securities and Exchange Commission.

                                       8
<PAGE>
PART II


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

MARKET PRICE

There market price of the  Company's  Common Stock was a bid of $0.20 and an ask
of $0.60 at the close on  December  31,  2001.  There has been  limited  trading
activity to date.  There is no assurance that an active trading market will ever
develop or, if such a market does develop, that it will continue.

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

DIVIDENDS

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

                                       9
<PAGE>
ITEM 6 - SELECTED FINANCIAL DATA

As of December  31, 2001,  the Company had working  capital of $14,543 and faces
the need for  substantial  additional  working  capital in the near future.  The
Company will be required to seek sources of financing. No assurance can be given
that the  Company  will have  other  financing  available,  if  required;  or if
available, will be available on terms and conditions satisfactory to management.

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY.

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

                                       10
<PAGE>
RESULTS OF OPERATIONS.

The Company generated  revenues from operations of $66,750 during the year ended
December 31, 2001, which was an increase of $66,750 from the year ended December
31, 2000. The Company  recorded a net loss from operations of $44,557 during the
year ended  December 31,  2001,  which was compared to a loss of $60,409 for the
year ended  December 31, 2000.  The loss incurred by the Company during the year
ended  December  31,  2001 can be  attributed  to the loss of a  contract  after
September  11, 2000 that caused a client to cancel a contract  and the  expenses
incurred  by the  Company  to comply  with the filing  requirements  to become a
publicly  traded  company.  Without these two events the Company would have been
profitable.

PLAN OF OPERATIONS.

PLAN OF OPERATION

The Company's  plan of operation  will be to complete the  acquisition of Apollo
Capital Corp.  The Company has entered into a "Letter of Intent" to acquire 100%
of the  issued  and  outstanding  shares  of  Apollo  Capital  Corp.,  a  Nevada
corporation on a share for share exchange. This exchange will be completed after
the  filing  of the  appropriate  documents  with the  Securities  and  Exchange
Commission. Shareholder approval will be necessary and a proxy statement will be
mailed to the  shareholders.  Apollo Capital Corp. has 35,179,000  common shares
issued and  outstanding.  The shareholders of Apollo Capital Corp. have approved
the exchange  with a 100% vote in favor.  The current  officers,  directors  and
affiliates of Nevada Holding  Group,  Inc. will control 16.78% of the issued and
outstanding  shares  of the  combined  companies.  Upon  the  completion  of the
exchange it is  anticipated  that the present  officers and  directors of Nevada
Holding Group, Inc. will resign and be replaced new officers and directors.

Management anticipates that the acquisition of Apollo Capital Corp. will provide
the Company with access to the capital markets that are available through Apollo
Capital  Investments,  Inc., the majority shareholder of Apollo Capital Corp. It
is further anticipated that the acquisition of Apollo Capital Corp. will provide
the Company  with  experienced  management,  access to capital  and  acquisition
candidates.

The Company will enter into  Consulting  Agreements  with  individuals  that can
provide  the  Company  with  appropriate  experience  in matters  that will help
develop the Company.  These consultants will be utilized in lieu of the services
of affiliated  companies in the future. As of December 31, 2001, the Company had
not entered into any Consulting Agreements. Subsequent to December 31, 2001, the
Company has retained a total of 4 such  consultants to provide  various  product
and  marketing  services  to the  Company.  In lieu of cash  compensation  these
consultants  were issued a total of  1,600,000  shares,  with said shares  being
issued pursuant to an S-8 Registration Statement.

The overall concept and operations of the Company will remain  substantially the
same as outlined in the business section.

ANALYSIS OF FINANCIAL CONDITION

As of December  31, 2001,  the Company had working  capital of $14,543 and faces
the need for  substantial  additional  working  capital in the near future.  The
Company will be required to seek sources of financing. No assurance can be given
that the  Company  will have  other  financing  available,  if  required;  or if
available, will be available on terms and conditions satisfactory to management.

                                       11
<PAGE>
The Company has prepared audited  financial  statements as of December 31, 2001.
The Company's  ability to establish  itself as a going concern is dependent upon
the  Company  obtaining   sufficient   financing  to  continue  its  development
activities.  With the  acquisition of Apollo Capital Corp. the Company will have
access to the financial  resources.  There is no assurance that the Company will
achieve  profitable  operations in the future.  The Company could be required to
secure additional  financing to implement further development plans. There is no
assurance that such financing will be available to the Company, or if available,
will be available on terms and conditions satisfactory to management.

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

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                INDEX TO FINANCIAL STATEMENTS - DECEMBER 31, 2001

     INDEPENDENT AUDITORS' REPORTS .....................................   13-14

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

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

     STATEMENTS OF STOCKHOLDERS' EQUITY ................................      17

     STATEMENTS OF CASH FLOW ...........................................      18

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

                                       12
<PAGE>
BEADLE, MCBRIDE 81s REEVE, LLP
accountants and consultants


                         REPORT OF INDEPENDENT AUDITORS


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

We have audited the accompanying  balance sheet of Nevada Holding Group, Inc. (a
development  stage company) as of December 31, 2001, and the related  statements
of  operations,  stockholders'  equity,  and cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.  The financial  statements  of Nevada  Holding  Group,  Inc. as of
December 31, 2000,  were audited by other auditors  whose report,  dated January
29, 2001, expressed an unqualified opinion on those statements.

We conducted our audit 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  audit  provides  a
reasonable basis for our opinion.

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

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the Company's  operations were with related parties that
are not  expected to be  continuing  revenue  sources.  These  conditions  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  regarding  those  matters  are also  described  in Note 5. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


                        /s/ Beadle, McBride & Reeves, LLP

Las Vegas, Nevada
March 4, 2002

                                       13
<PAGE>
                              OVIST & HOWARD, INC.
                          Certified Public Accountants
                       A Professional Services Corporation
                             7 Commerce Center Drive
                                     Suite A
                             Henderson, Nevada 89014
                               Tel: (702) 456-1300
                               Fax: (702) 456-6155

                          INDEPENDENT AUDITOR'S REPORT

Nevada Holding Group, Inc.
Las Vegas, Nevada

     We have audited the  accompanying  balance sheet of Nevada  Holding  Group,
Inc. (A  development  stage  company)  as of  December  31, 2000 and the related
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 2000 and the period of October 28, 1999 (inception) to December 31,
2000.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  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 audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial position of Nevada Holding Group, Inc.
(A development  stage  company),  as of December 31, 2000 and the results of its
operations  and its cash  flows for the year  ended  December  31,  2000 and the
period of October 28, 1999  (inception) to December 31, 2000, in conformity with
generally accepted accounting principles.

     The  accompanying  financial  statements  have been  prepared  assuming the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company has had no operations and has no established
source or revenue.  This raises  substantial doubt about its ability to continue
as a going  concern.  Management's  plan in  regard  to these  matters  are also
described in Note 3. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

                                        /s/ Ovist & Howard
                                        Certified Public Accountants

January 29, 2001
Henderson, Nevada

                                       14
<PAGE>
NEVADA HOLDING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
DECEMBER 31,


ASSETS                                                       2001        2000
                                                          ---------   ---------
Current assets:
  Cash                                                    $  12,598   $      --
  Prepaid Expenses                                            2,535          --
                                                          ---------   ---------
        Total current assets                                 15,133          --
                                                          ---------   ---------

Total assets                                              $  15,133   $      --
                                                          =========   =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                   $     590   $      --
                                                          ---------   ---------
        Total current liabilities                               590          --

Stockholders' equity
  Common stock, par value $.001, 50,000,000 shares
    authorized; 3,404,400 shares issued and outstanding       3,404       1,111
  Additional paid-in capital                                140,638      83,831
  Deficit accumulated during the development stage         (129,499)    (84,942)
                                                          ---------   ---------
        Total stockholders' equity                        $  14,543          --
                                                          ---------   ---------
        Total liabilities and stockholders' equity        $  15,133   $      --
                                                          =========   =========

SEE NOTES TO FINANCIAL STATEMENTS

                                       15
<PAGE>
NEVADA HOLDING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
FOR THE YEARS DECEMBER 31, 2001, 2000, 1999 AND THE
  PERIOD OF OCTOBER 28, 1999 (INCEPTION), TO DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                              October 28, 1999
                                                                             (Date of inception)
                                     2001          2000          1999       to December 31, 2001
                                  ---------     ---------     ---------     --------------------
                                                             (Unaudited)        (Unaudited)
<S>                               <C>           <C>           <C>           <C>
Revenues:
  Consulting fees                 $  66,750     $      --     $      --          $  66,750

Cost of revenue                      85,787            --            --             85,787
                                  ---------     ---------     ---------          ---------
    Gross profit (loss)             (19,037)           --            --            (19,037)

Expenses:
  General and administrative         26,148        94,963        24,533            145,644
                                  ---------     ---------     ---------          ---------

    (Loss) from operations          (45,185)      (94,963)      (24,533)          (164,681)

Other income:
  Interest income                       628        34,554            --             35,182
                                  ---------     ---------     ---------          ---------
    Total                               628        34,554            --             35,182
                                  ---------     ---------     ---------          ---------

    Net (loss)                    $ (44,557)    $ (60,409)    $ (24,533)         $(129,499)
                                  =========     =========     =========          =========
    (Loss) per share              $   (0.01)    $   (0.06)    $   (0.03)         $   (0.10)
                                  =========     =========     =========          =========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                       16
<PAGE>
NEVADA HOLDING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS DECEMBER 31, 2001, 2000, 1999 AND THE
  PERIOD OF OCTOBER 28, 1999 (INCEPTION), TO DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                         Additional          Deficit
                                                                       Paid in Capital     accumulated
                                                Common Stock           (Shares issued      during the
                                          ------------------------        for less         development
                                            Shares         Value          than par)           stage          Total
                                          ----------     ---------       ---------          ---------      ---------
<S>                                       <C>            <C>           <C>                 <C>             <C>
Balance at October 28, 1999                       --     $      --       $      --          $      --      $      --

Issuance of common stock:
October 28, 1999 for cash
  and services                               600,000           600           5,400                 --          6,000
November 20, 1999 for cash                   400,000           400          99,600                 --        100,000

Net (loss)                                        --            --              --            (24,533)       (24,533)
                                          ----------     ---------       ---------          ---------      ---------
Balance at December 31, 1999               1,000,000         1,000         105,000            (24,533)        81,467

Issuance of common stock:

February 25, 2000 for cash                    91,700            92         366,708                 --        366,800

April 17, 2000 for cash                       19,500            19          77,981                 --         78,000

Deferred offering costs                           --            --         (40,122)                --        (40,122)

Distribution of acquired company stock            --            --        (425,736)                --       (425,736)

Net (loss)                                        --            --              --            (60,409)       (60,409)
                                          ----------     ---------       ---------          ---------      ---------
Balance at December 31, 2000               1,111,200         1,111          83,831            (84,942)            --

Issuance of common stock:

January 30, 2001 for cash                    591,000           591          58,509                 --         59,100

January 31, 2000 100%
  stock dividend                           1,702,200         1,702          (1,702)                --             --

Net (loss)                                        --            --              --            (44,557)       (44,557)
                                          ----------     ---------       ---------          ---------      ---------
Balance at December 31, 2001               3,404,400     $   3,404       $ 140,638          $(129,499)     $  14,543
                                          ==========     =========       =========          =========      =========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                       17
<PAGE>
NEVADA HOLDING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
FOR THE YEARS DECEMBER 31, 2001, 2000, 1999 AND THE
  PERIOD OF OCTOBER 28, 1999 (INCEPTION), TO DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                                                       October 28, 1999
                                                                                                      (Date of inception)
                                                       2001             2000             1999         to December 31, 2001
                                                    ---------        ---------        ---------       --------------------
                                                                                     (Unaudited)          (Unaudited)
<S>                                                 <C>              <C>              <C>             <C>
Cash flows from operating activities:
  Cash received from customers                      $  66,750        $      --        $      --            $  66,750
  Cash paid to vendors                               (111,880)         (21,324)         (92,772)            (225,976)
  Cash advanced on notes receivable                    (2,000)              --               --               (2,000)
  Interest received                                       628               --               --                  628
                                                    ---------        ---------        ---------            ---------
Net Cash (used in) operating activities               (46,502)         (21,324)         (92,772)            (160,598)

Cash flows from investing activities:
  Convertible loan to Terra Moya Aqua, Inc.                --         (391,182)              --             (391,182)
                                                    ---------        ---------        ---------            ---------
Net cash (used in) Investing activities                    --         (391,182)              --             (391,182)

Cash flows from financing activities:
  Proceeds from issuance of common stock               59,100          444,800          100,600              604,500
  Deferred offering costs                                  --          (40,122)              --              (40,122)
                                                    ---------        ---------        ---------            ---------
Net cash provided by financing activities              59,100          404,678          100,600              564,378

Increase (decrease) in cash                            12,598           (7,828)           7,828               12,598

Cash, beginning of year                                    --            7,828               --                   --
                                                    ---------        ---------        ---------            ---------
Cash, end of year                                   $  12,598        $      --        $   7,828            $  12,598
                                                    =========        =========        =========            =========

The following is a reconciliation of net income
to net cash provided by operations:

Net (loss)                                          $ (44,557)       $ (60,409)       $ (24,533)           $(129,499)
Items not requiring cash:
  (Increase) decrease in loan receivable                   --            6,909           (6,909)                  --
  (Increase) decrease in organization costs                --           66,730          (66,730)                  --
  (Increase) in prepaid expenses                       (2,535)              --               --               (2,535)
  Increase in accounts payable
    and accrued expenses                                  590               --               --                  590
  Common stock received for interest income                --          (34,554)              --              (34,554)
  Common stock issued for services rendered                --               --            5,400                5,400
                                                    ---------        ---------        ---------            ---------
Net cash (used in) operating activities             $ (46,502)       $ (21,324)       $ (92,772)           $(160,598)
                                                    =========        =========        =========            =========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                       18
<PAGE>
NEVADA HOLDING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

NATURE OF BUSINESS

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

ESTIMATES

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

SUMMARY OF ACCOUNTING POLICIES

REVENUE RECOGNITION

Revenue is recognized as services are performed and billed.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  amounts  of  financial  instruments  including  cash and  prepaid
expenses approximate their fair value because of their short maturities.

COMPREHENSIVE INCOME

There is no difference or reconciling items between net income and comprehensive
income for the years ended December 31, 2001, 2000 and 1999.

RECLASSIFICATION

Certain  amounts in the 2000  financial  statements  have been  reclassified  to
conform to the 2001 presentation.

NOTE 2. STOCK ISSUANCES

The Company is authorized to issue  50,000,000  shares of common stock par value
$.001 per share. The Company does not have preferred stock. On October 28, 1999,
the Company issued 600,000 common shares, par value $.001, to the founder of the
Company in exchange  for $600 cash and  various  consulting  services  valued at
$5,400.

                                       19
<PAGE>
NEVADA HOLDING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS


NOTE 2. STOCK ISSUANCES - continued

During the period from November 1, 1999 through  November 20, 1999,  the Company
issued  400,000  common  shares,  par value  $.001,  under a  private  placement
pursuant to  Regulation D, Rule 504 of the  Securities  Act of 1933, as amended.
The Company offered and sold 400,000 common shares for a total  consideration of
$100,000.

During the period from  January 10, 2000  through  April 20,  2000,  the Company
issued  111,200  common  shares,  par  value  $.001,  under a  separate  private
placement  pursuant to Regulation D, Rule 506 of the  Securities Act of 1933, as
amended.  The  Company  offered  and  sold  111,200  common  shares  for a total
consideration of $444,800.

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

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

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

NOTE 3. RELATED PARTY TRANSACTIONS

NOTES RECEIVABLE:

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

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

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

                                       20
<PAGE>
NEVADA HOLDING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS


NOTE 3. RELATED PARTY TRANSACTIONS - continued

CONVERTIBLE NOTES AND SECURITY DISTRIBUTIONS:

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

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

CONSULTING SERVICES:

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

SERVICES FROM AFFILIATED COMPANIES:

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

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

                                       21
<PAGE>
NEVADA HOLDING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS


NOTE 3. RELATED PARTY TRANSACTIONS - CONTINUED

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

NOTE 4. GOING CONCERN

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

NOTE 5. SUBSEQUENT EVENTS

Subsequent  to December  31,  2001,  the Company  loaned an  affiliated  company
$10,000.  The note was  repaid in full on March 11,  2002 plus  interest  in the
amount of $240.

Subsequent to December 31, 2001,  the Company  entered into a "Letter of Intent"
to  acquire  the  outstanding  stock of Apollo  Capital  Corp.  by  issuing  the
shareholders  of Apollo  Capital  Corp.  35,179,000  shares of Company  stock in
exchange for  35,179,000  shares of Apollo  Capital Corp.  stock.  The agreement
requires shareholder  approval to be completed.  If approved by the stockholders
of the Company, the merger will be accounted for as a reverse acquisition as the
existing  stockholders of Apollo Capital Corp. will control approximately 83% of
the stock of the Company.

NOTE 6. PROFORMA BALANCE SHEET AND INCOME STATEMENT

The following is a proforma  summary  balance  sheet as had the proposed  merger
been consummated at December 31, 2001:

                                                 Effect
                                     As            of
                                  presented      merger       Proforma
                                  ---------      -------      --------
    Current assets                 $15,133       $ 4,757       $19,890
                                   -------       -------       -------
                                   $15,133       $ 4,757       $19,890
                                   =======       =======       =======

    Current liabilities            $   590       $    --       $   590
    Stockholders' Equity            14,543         4,757        19,300
                                   -------       -------       -------
                                   $15,133       $ 4,757       $19,890
                                   =======       =======       =======

                                       22
<PAGE>
NEVADA HOLDING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS


NOTE 6. PROFORMA BALANCE SHEET AND INCOME STATEMENT - CONTINUED

The  following  is a proforma  summary  operating  statement as had the proposed
merger been effective January 1, 2001:

                                                 Effect
                                      As           of
                                  presented      merger     Proforma
                                  ---------    ---------    ---------
     Revenues                     $  66,750    $      --    $  66,750
     Expenses                      (111,935)      (3,853)    (115,788)
     Other income and (expense)         628          (38)         590
                                  ---------    ---------    ---------
                  Net (loss)      $ (44,557)   $  (3,891)   $ (48,448)
                                  =========    =========    =========

     Proforma (Loss) per Share    $   (0.01)                $   (0.00)
                                  =========                 =========

Loss per share for the Proforma  presentation is based upon the weighted average
shares  outstanding plus the proposed  issuance of stock to Apollo Capital Corp.
for a total of 38,484,900 shares.

NOTE 7. INCOME TAXES

The Company has a net operating loss carryforward of $129,499 which is available
in  subsequent  years.  No tax benefit is reflected in the  financial  statement
because there is no certainty that the net operating loss will be utilized.

NOTE 8. LOSS PER SHARE

Loss per share of common stock applicable to common  stockholders is computed by
dividing  net loss by the  weighted  average  number of  shares of common  stock
outstanding  during the period (3,305,900 shares for the year ended December 31,
2001,  1,089,417 for the year ended December 31, 2000 and 800,000 shares for the
period of October 28, 1999 (inception) to December 31, 1999).

                                       23
<PAGE>
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

On December 11, 2001, the Company has engaged the services of Beadle,  McBride &
Reeves,  Inc.,  Certified  Public  Accountants,  to  provide  audited  financial
statements  for the year ended December 31, 2001. The Company found it necessary
to change Certified  Public  Accountants  when Ovist & Howard,  Inc.,  Certified
Public  Accountants  gave  notice to the  Company  that  their firm is no longer
performing SEC engagements and therefore must withdraw as the account of record.
During the term of  engagement  of Ovist & Howard,  Inc. to December  11,  2001,
there  were no  disagreements  with the  accountants  regarding  accounting  and
financial disclosure.

                                       24
<PAGE>
PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

       NAME                 AGE                      POSITION
       ----                 ---                      --------
Melanie S. Meinders          28       Director, Chief Executive Officer and
                                        President

Charles E. Jordan, Sr.       54       Director and Secretary

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

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

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

                                       25
<PAGE>
ITEM 11 - EXECUTIVE COMPENSATION

The officers of the Company have not received any cash compensation. The Company
plans to begin  compensating  the  officers  at such a time when the  Company is
generating  revenues.  Presently,  the Company has not  established any dates or
other requirements for the officers to begin receiving compensation. The Company
does not presently  provide group medical or life  insurance for its  employees,
although  the Board of  Directors  may  recommend  such  plans be adopted in the
future.

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

The  officers  and  directors  will  be  retained  under  employment   contracts
containing  adequate  compensation  and benefits to insure the proper growth and
development of the Company.  All employment and compensation will be approved by
the Board of Directors.

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

                                       26
<PAGE>
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At December  31,  2001,  the  Company had  3,404,400  Common  Shares  issued and
outstanding.  The  following  tabulates  the  holdings  of Common  Shares of the
Company  by each  person  who holds of record or is known by  management  of the
Company to own beneficially  more than 5% of the Common Shares and, in addition,
by all directors and officers of the Company, individually and as a group:

                                                  NUMBER OF           PERCENT
NAME AND ADDRESS                                   SHARES            OF CLASS
----------------                                   ------            --------
Melanie S. Meinders (1)(2)
4729 Lomas Sante Fe Street
Las Vegas, Nevada 89147-6028                       300,000             8.81%

Charles E. Jordan, Sr. (1)
4901 South Ammons Street
Suite 1-C
Littleton, Colorado 80123                          300,000             8.81%

Richard L. Brown
4901 South Ammons Street
Suite 1-C
Littleton, Colorado 80123                          260,000             7.63%

Venture Funding Group, Inc. (2)
4729 Lomas Sante Fe Street
Las Vegas, Nevada 89147                            200,000             5.87%

James W. Dunn
502 North Santa Fe
Anthony, Kansas 67003                              214,000             6.29%

ALL OFFICERS/DIRECTORS AS A GROUP (TWO)            600,000            17.62%

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

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

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

                                       27
<PAGE>
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

NOTES RECEIVABLE:

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

On February 11, 2001, the Company  issued a $1,000,  10%  convertible  note from
e-Com  Holdings,  Inc. The  officers,  directors  and  affiliates of the Company
control  approximately  90% of the issued and outstanding  common stock of e-Com
Holdings,  Inc. The note was repaid on December 21, 2001,  including interest of
$58.

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

CONVERTIBLE NOTES AND SECURITY DISTRIBUTIONS:

On February 11, 2001, the Company  received a $1,000,  10% convertible note from
E-Trading Corp. On March 5, 2001,  E-Trading Corp.  filed an amended Articles of
Incorporation,  changing their  corporate name to Stars of Music,  Inc. On March
26, 2001, the Company exercised the conversion  provision of the convetible note
into 809,784  common shares,  par value $0.001 per share.  On December 27, 2001,
the  shares  were  distributed  to  the   shareholders  of  record.   After  the
distribution,  the officers,  directors and affiliates of the Company controlled
approximately 7% of the 11,933,284 issued and outstanding common shares of Stars
of Music, Inc., a Nevada corporation.  The Company's total cost for these shares
was approximately $1,012.

                                       28
<PAGE>
On February 11, 2001, the Company  received a $1,000,  10% convertible note from
Solar Energy Corp. On September 11, 2001,  the Company  exercised the conversion
provision of the convertible  note into 846,672 common shares,  par value $0.001
per share. On September 28, 2001,  Solar Energy Corp.  filed an amended Articles
of Incorporation,  changing their corporate name to Toyopia, Inc. On October 17,
2001, the Company  received an additional  846,672 shares of Toyopia,  Inc. as a
result of a 2 for 1 forward  split.  On  December  27,  2001,  the  shares  were
distributed to the  shareholders of record.  On December 31, 2001, the officers,
directors and affiliates  controlled  approximately 5% of the 87,451,444  issued
and  outstanding  common shares of Toyopia,  Inc. The  Company's  total cost for
these shares was approximately $1,058.

CONSULTING SERVICES:

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

SERVICES FROM AFFILIATED COMPANIES:

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

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

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

                                       29
<PAGE>
PART IV

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

Financial Statements and Schedules required to be filed hereunder are indexed on
page 11 hereof.

REPORTS ON FORM 8-K

During the fourth quarter of 2001, the following reports were filed:

8-K dated December 17, 2001
  reporting change of certified public accountants and other materially
  important events including entering into a "letter of intent" and
  notification of a Proxy Statement mailing to Shareholders.

8-K/A dated December 26, 2001
  reporting further information about the change in certified public accountants
  and other materially important events regarding the Special Meeting of
  Shareholders.

                                   SIGNATURES

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

                                        NEVADA HOLDING GROUP, INC.


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

                                        Dated: July 01, 2002

                                       30