FULLER, TUBB, POMEROY & STOKES
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW
                      201 ROBERT S. KERR AVENUE, 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:
MICHAEL  A.  BICKFORD
THOMAS  J.  KENAN
ROLAND  TAGUE
BRADLEY  D.  AVEY

                                 April 17, 2002



Tia  Jenkins,  Senior  Assistant  Chief  Accountant
Office  of  Small  Business
Division  of  Corporation  Finance
Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  DC   20549

ATTENTION  AL  PAVOT

                         Re:     The  KingThomason  Group,  Inc.
                                 File  No.  333-60880
                                 12/31/01  Form  10-KSB

Dear  Ms.  Jenkins:

     In  response  to  your  comment  letter  of April 4, 2002, The KingThomason
Group,  Inc.  is  filing  its Amendment No. 1 to Form 10-KSB-for the fiscal year
ended December 31, 2001.  Set forth below are the registrant's responses to each
of  the  comments  in  your  April  4,  2002  letter.

1.     The  audit  report on the fiscal 2000 financial statements now appears at
       page  12.

2.     Note  2  to  the  Consolidated  Financial  Statements,  page 20, has been
       revised to clearly  state the Company's revenue recognition policy and to
       include an  estimated  allowance  for  insurance  policy  cancellations.

3.     The  Item  8 disclosures on page 26 have been revised to state that there
       were  no disagreements  with the prior  accountants through the date they
       resigned (12/12/01).

       A letter from  the prior accountants addressing the revised disclosure is
       filed  as  Exhibit  16.2.


<PAGE>

4.     The  paragraph that was at the bottom of page 1, under "Our Business" and
       that projected revenues of $3.9 million and $24 million in 2002 and 2003,
       has been  eliminated.

     If you have any questions that might be properly handled by conversing with
the  undersigned,  please  do so at my telephone number 405-235-2575, fax number
405-232-8384,  or  e-mail  at  kenan@ftpslaw.com.

                                   Sincerely,


                                   /s/  Thomas  J.  Kenan

                                   Thomas  J.  Kenan
                                   e-mail:  kenan@ftpslaw.com

cc:     T.E.  King  III
        Hamid  Kabani,  C.P.A.
        Ed  Bolka,  C.P.A.













<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, 2001

                                       OR

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


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

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

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


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

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

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

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:  $188,915

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past  60:  $1,875,177.

As  of  April  16, 2002, there were 15 million 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                                                4
          Distribution  Methods                                               4
          Dependence  on Major Customers or Suppliers                         5
          Patents,  Trademarks and Licenses                                   5
          Government  Approval  of  Principal  Products  or  Services         5
          Government  Regulations                                             5
          Research  and  Development                                          6
          Environmental  Laws                                                 6
          Employees                                                           6
          Seasonality                                                         6

Item  2   Description  of  Property                                           6

Item  3   Legal Proceedings                                                   6

Item  4   Submission  of  Matters  to  a  Vote  of  Security  Holders         6

Item  5   Market  for  Common  Equity  and  Related  Stockholder  Matters     7

Item  6   Management's  Discussion  and  Analysis                             7
          Overview                                                            7
          Results  of  operations                                             8
          Sales                                                               8
          Operating  expenses                                                 8
          Net  income  (loss)                                                 9
          Balance  sheet  items                                               9
          Liquidity  and  Capital Resources                                   9

Item  7   Financial  Statements                                              10

Item  8   Changes  In  and  Disagreements  With Accountants on
               Accounting and  Financial  Disclosure                         27

Item  9   Directors, Executive Officers, Promoters and Control Persons       27

Item 10   Executive  Compensation                                            32

                                      iii
<PAGE>

          Employment  Contracts                                              33
          Stock  Options                                                     33

Item 11   Security  Ownership  of  Certain  Beneficial  Owners
               and  Management                                               33

Item 12   Certain  Relationships  and  Related  Transactions                 34
          KingThomason's  Transactions  with  Management                     35

Item 13   Exhibits  and  Reports  on  Form  8-K                              36
          Exhibits                                                           36
          Forms  8-K                                                         37

Signatures                                                                   38
















                                       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 six
divisions,  high  margin,  proprietary, insurance and financial service products
for  underdeveloped  niche  markets.  Our  proprietary  insurance  and financial
services  products  accounted for 40 percent of 1999 net revenues, 50 percent of
2000's  and  60  percent  of  2001's,  years principally devoted to research and
product  development.  As  our  medical  accounts  receivable  credit  card, our
limited  major  medical  plan,  our  PEO  group medical plan and our banking and
financial  centers  programs  come  on  stream,  our proprietary products should
exceed  90  percent  of  2004's  net  revenues.

     Founded  in  1998,  KingThomason  has no debt and has been profitable since
inception.  Our  insurance  operations  (excluding  the sale of non-proprietary,
old-line  insurance  products  such as auto, homeowner and property and casualty
insurance  where we function as a traditional insurance broker) actually operate
as  a  "virtual" insurance company as we are not involved 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.


                                        1
<PAGE>
     Last December we contracted with IBM's e-business Global Services Solutions
to  provide  us  an  enterprise-wide,  e-business  infrastructure.

     The  following  is  a  brief description of our six operating or soon-to-be
operating  divisions:

     1.   KingThomason  Credit  Card  Services

          This  is  a  medical  accounts  receivable  credit  card  program that
contracts  with  physicians  and hospitals to convert their outstanding 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  at  par.  KingThomason  retains  35  percent of the
proceeds  from  the  sale  of  the  assets,  with  65  percent being paid to the
physicians  or  hospitals.  The  current  contract,  with  the  largest  medical
foundation  in  the  United States, provides us with a total available market of
$1.4  billion  in  outstanding  accounts receivable.  We anticipate a 15 percent
conversion  rate.  The  program  offers  a  solution  that will recover a higher
percentage  of  accounts  receivable  than  traditional collection agencies.  It
costs  the physicians less and is expected to repatriate the patients with their
physicians.

     2.   KingThomason  Limited  Major  Medical  Plan

          This  program  provides a limited 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 $1,000,000 in coverage,
the  plan  offers  an  affordable alternative to little or no medical insurance.
The  plan features a simplified issue application, is easy for an agent to sell,
pays  a high commission and costs only fifty percent of an all-inclusive medical
insurance  plan.  The  LMMP  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.

     3.   KingThomason  PEO/Group  Medical  Plan

          This  group  medical  plan is the culmination of a Strategic Marketing
Agreement  assembled by KingThomason Group to address the large and growing void
of  group  medical  insurance for Professional Employer Organizations (PEO).  In
many  states  PEOs  represent  over  20  percent  of the workforce.  This unique
opportunity   required  the  assemblage   of  a  special   group  of  actuaries,
underwriters  and  insurance  companies  to  create group medical plans that are
underwritten  specifically   for  each  PEO.    The  division  is  receiving  an
unprecedented  number of requests for coverage, as many traditional insurers are
leaving  the  PEO  market,  many  PEOs  are losing their coverage, there are few
insurers   writing  this  type  of   business,  and  the  brokers  are  given  a
non-circumvent  guarantee  with  their  clients.

          Our  Dental Program offers three separate choices of dental plans that
will be added to the Limited Medical Plan and the PEO/Group Plans.  They provide
individuals  and  employers  the option of prepaid dental services as well as an
insured  dental  plan  and  a  PPO  plan.

                                        2
<PAGE>
     4.   KingThomason  Financial  Services

          This  division is a full-service, financial securities brokerage firm.
It  clears  trades  through  Pershing  &  Co., a NYSE member firm, is a National
Association  of Securities Dealers (NASD) member, as well as being SIPC insured.
Our  sales  offices  are  located in San Ramon, Los Angeles and Sacramento.  The
asset  management  division offers individualized asset management to our larger
clients  and  is  forming its own family of proprietary indexed and blend mutual
funds.  They are designed to help capture the market niche that has developed as
brokers  are  losing  more  and  more  business  to  Index  funds.

     5.   KingThomason  Cash  Security  Retirement  Program  (CSRP)

          The  CSRP  is  an  affordable,  easy  to  understand,  tax  qualified,
mass-market  retirement  plan,  with  returns  tied  to the S&P 500 Index.  With
contributions  as  low  as $2.00 a day, the issuing insurance company guarantees
the  client's  principal  investment  as well as gains.  It applies gains to the
account  as the market grows while protecting the investment against loss.  With
approximately 87 percent of American workers having only Social Security to rely
on  for retirement, and only 17 percent of employers providing retirement plans,
CSRP  is  filling  a  large  and  growing  need for individuals to own their own
private  retirement  plan.  This  plan is being sold through large associations,
employer  groups  and  affinity  organizations.

     6.   The  KingThomason  Banking  &  Financial  Centers

          We  anticipate  opening franchised KingThomason Financial Centers that
will  offer clients a complete range of all our financial and insurance services
and products at one location.  Our goal is for KingThomason Financial Centers to
eventually  be  in  retail centers across the country and provide the franchisee
the  ability  and  delivery  systems to be an expert in all of our 32 individual
financial  or  insurance services and products.  Each franchise will have access
to  industry and product specific expertise for the entire range of KingThomason
Group's  interrelated  products,  giving  the  franchisee  the  ability  to be a
specialist  in  a  broad  range  of  "cutting  edge" products and services.  The
Financial  Centers  offer  the franchise owner the ability to own a bank branch,
offer  the  entire line of KingThomason Group banking, insurance, securities and
estate  planning  products,  sell 200 percent to 500 percent more product than a
traditional  broker,  have  direct ownership in the business and the franchise's
book  of  business,  offer higher commission rates on sales, and always have the
cutting  edge  technology  to  sell,  communicate,  and  service  the  clients.

     We  design  and  offer  diversified  products  created  to occupy neglected
niches in  the  insurance  and  financial  products  markets.

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

                                        3
<PAGE>
information  for  current  and  future  clients.  We may streamline the sale and
distribution of insurance and financial products, but we provide close, personal
interaction  with  our  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 we
do  not  assume  responsibility  for underwriting losses, paying claims, writing
policies  or  extension  of  credit  -  those  remain  with  the companies whose
insurance  or  financial  components we have incorporated into our own products.

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

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

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

Revenue  by  Sectors.  Our  revenues  from each of our subsidiaries during 1999,
---------------------
2000  and  2001  are  as  follows:
<TABLE>
<CAPTION>
                                                 1999        2000        2001
                                                 ----        ----        ----
<S>                                            <C>         <C>         <C>
KingThomason, Inc.                             $184,431    $247,007    $103,200
KingThomason Financial Services                $126,443    $277,176     $85,715
KingThomason Insurance Marketing                      0           0
KingThomason National Limousine Program               0           0
KingThomason Credit Card Services                     0           0
KingThomason Franchising                              0           0
KingThomason Insurance Company                        0           0
KingThomason Independent Mortgage                     0           0
KingThomason Asset Management                         0           0
KingThomason Investment Card                          0           0
</TABLE>


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

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

     Our   subsidiary,  KingThomason   Financial  Services,   clears   all   our
securities   business  through  National  Planning  Corporation,   a  registered
broker-dealer  firm  located  in  Santa  Monica, California. All of KingThomason

                                        4
<PAGE>
Financial  Services'  employees  conducting  securities  business  are  licensed
registered  representatives  of   National  Planning  Corporation.  KingThomason
Financial  Services  receives  its  commission  income  directly  from  National
Planning  Corporation.

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

     The  KingThomason  Financial  Centers  will  provide  a  large distribution
channel  for  all  of  the  products  offered  by  the  KingThomason  Group.

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

     We  are  not  dependent  on  one  or  a  few  customers.

     The  majority  of  our  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 National  Planning Corporation,
a Santa Monica, California, broker-dealer firm that processes all our securities
business.

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

     We  neither  own  nor  have  applied  for  any patents or trademarks. 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.

                                        5
<PAGE>
Research  and  Development.
---------------------------

     We  have  spent  approximately  $150,000  over  the  last  three  years  in
research  and  development  activities with regard to our products. None of this
has  been  borne  by  our  customers.

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

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

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

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

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

     There  is  no  seasonal  aspect  to  our  business.

Item  2.  Description  of  Property.

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

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

Item  3.     Legal  Proceedings.

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

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

     On  November  7, 2001, there was submitted to a vote of the stockholders of
our  company  a  proposal  for  our  company to merge with KingThomason, Inc., a
Nevada  corporation.  By unanimous written action, the stockholders approved the
proposed  merger.  Then,  on  December  5,  2001,  at  a  special meeting of the
stockholders  of  KingThomason,  Inc.,  the  proposed merger was approved by the
stockholders  of  such  company.  The  votes  cast  in  favor of the merger were
12,777,857 votes, and no votes were cast opposing the merger.  The merger became
effective  on  December  7, 2001 by the filing that day of merger documents with
the  Secretary  of  State  of  Nevada.

     The  terms  of  the  merger  were  as  follows:

     1.     KingThomason,  Inc.  was  merged  into  our  company.

                                        6
<PAGE>
     2.     Upon  the  effectiveness  of  the merger, all 13,412,500 outstanding
shares  of  common  stock  of  KingThomason, Inc. were converted into 13,412,500
shares  of  common  stock  of  our  company  on  a  share-for-share  basis.

     3.     There  were  no  fractional  shares.

     4.     The  business  of  KingThomason,  Inc. is being conducted, since the
merger,  by  our  company,   into  which  KingThomason,  Inc.  has  merged,  but
KingThomason,  Inc.'s  management   and  directors  became  the  management  and
directors  of  the  combined  company.  (See  "Management  Information.")

     5.     Prior to the merger, SuperCorp distributed to its stockholders, on a
basis proportionate to their stockholdings in SuperCorp, the 1,312,500 shares of
common  stock of our company then held by SuperCorp.  Each SuperCorp stockholder
received  one  share  of  our  company  for each 5.3 shares of SuperCorp held of
record  on  the  date  of  the  Prospectus.

     6.     The  historical  financial statements of the post-merger company are
those  of  KingThomason,  Inc.  The  fiscal  year  of the post-merger company is
December  31,  the  end  of  KingThomason,  Inc.'s  fiscal  year.

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

     A  National  Association  of Securities Dealers market maker has applied to
OTC  Bulletin  Board  for authority to commence making a market in our company's
common stock.  The OTC Bulletin Board has not yet assigned a stock symbol to our
common  stock.  As  of  February 21, 2002, OTC Bulletin Board is still reviewing
the  market  maker's  application.  Our  company  believes  the  market  maker's
application  will be approved soon and that trading will commence the first week
in  March.

     There  are  approximately  655  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.

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."

     Overview.
     ---------

     The  company  had  no  business  until  it  merged on December 7, 2001 with

                                        7
<PAGE>
KingThomason,  Inc.  The  financial  statements  included herein (see "Financial
Statements") and the references below to the company's business operations refer
also to KingThomason, Inc.'s financial statements and business operations before
the  merger,  to  which the company succeeded upon its merger with KingThomason,
Inc.

     Results  of  operations.
     ------------------------

     The  following  table  presents, as a percentage of sales, certain selected
financial data for each of fiscal years December 31, 2000 and December 31, 2001:
<TABLE>
<CAPTION>
                                                           Fiscal Year Ended
                                                           -----------------
                                                       12-31-2000     12-31-2001
                                                       ----------     ----------
<S>                                                       <C>            <C>
       Sales                                              100%           100%

       Operating expenses                                  99%           314%
                                                          ---            ---
       Income from operations                               1%          (214)%

       Non-operating income                                 2%            14%
                                                          ---            ---

       Net income (loss) before taxes                       3%          (200)%
       Net income (loss) after taxes                        3%          (202)%
</TABLE>

     Sales.
     ------

     Sales  of  $524,183  for fiscal year 2000 decreased by 64 percent to fiscal
2001's  sales  of $188,915.  Revenue from commissions on securities transactions
in  fiscal  2000  decreased by $206,952 - a 70 percent decrease - to fiscal year
2001  revenue  of  $85,715  from  this business segment.  Revenue from insurance
commissions  in  fiscal  2000 decreased by $128,316 - a 55 percent decrease - to
fiscal  year  2001  revenue  of  $103,200  from  this  business  segment.  These
decreases  were  due  primarily to a general slowdown in the economy, investment
activity  and  stock  markets.  As  the  economy  slowed in the first and second
quarter  of  2001, new investments, and the revenues generated from them, slowed
accordingly.  Revenues generated from assets-under-management decreased in 2001,
as they are based on a percentage of the current values of the clients' accounts
which,  on  average,  are  down  from  the  same  period a year ago.  Similarly,
insurance  commission  revenues  are  off from the same period a year ago.  Most
insurance  revenue  generated  by  us comes from retirement and estate planning.
The  slowdown  in  the  economy  and  the stock markets has led to a decrease in
retirement  plan  contributions  and  estate  planning  activity.

     Operating  expenses.
     --------------------

     Operating  expenses  increased  from $517,612 in fiscal 2000 to $594,090 in
fiscal  2001,  or  15 percent.  This 15 percent increase occurred at a time of a

                                        8
<PAGE>
decline  in  sales  of 64 percent.  This increase is attributed primarily to our
continued  research and development efforts, primarily those attributable to the
Medical  Accounts  Receivable  Credit Card Program and the Limited Major Medical
Policy.

     Net  income  (loss).
     --------------------

     Our  net  income  of  $17,445  in  fiscal  2000  plummeted to a net loss of
$381,426  in  fiscal  2001.  This  decrease  is  attributed to a slowing economy
coupled  with  increased expenses associated with our development of our planned
products.  We have scaled back our product development pace in order to maintain
a  prudent  cash  position  in  response  to  the  decrease in revenues in 2001.

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

     Current  assets  of $84,371 on December 31, 2001, compares unfavorably with
current  liabilities  of  $169,793 at that time, an unfavorable current ratio of
..50.

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

     We  are  barely liquid with $45,602 cash on hand and $38,769 in commissions
receivable  at  fiscal  2001 year-end and current liabilities of $72,203 owed to
unrelated  parties.  However,  we  had  negative amounts of operating cash flows
during  both  2001  and  2000.  We  have been able to maintain liquidity only by
selling  stock  - $219,522 in 2000 - and $25,000 in early 2001 and $40,000 after
the  merger  with  KingThomason,  Inc.  became  effective in December 2001.  The
$97,590  in  current liabilities owed to related parties is attributable to four
promissory  notes,  the  principal  amounts  of  which  are  as  follows:

<TABLE>
<CAPTION>
                         Relationship to              Principal   Interest  Maturity
Lender                   KingThomason                  Amount       Rate      Date
------                   ------------------------     ---------    -------  --------
<S>                      <C>                           <C>           <C>    <C>
T.E. King III            President  and  Director      $  6,042       6%    05-31-02
Hume A. "Tom" Thomason   Secretary  and  Director      $  3,543       6%    05-31-02
Lloyd  Hartzler          Grandfather of T.E. King III  $ 49,000      10%    05-01-02
Jeff  Thomason           Son of Hume A. Tom Thomason   $ 39,000      10%    07-01-02
</TABLE>

It  is believed that none of the four above lenders will be pressing demands for
immediate  payment  of  amounts  owed  to  them.  KingThomason  plans on raising
additional  capital  later  in  2001  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.

                                        9
<PAGE>
Item  7.     Financial  Statements.
                                                                            Page
                                                                            ----

     KingThomason,  Inc.  and  Subsidiaries:

     Independent  Auditors'  Report dated January 29, 2002                   11
     Independent  Auditors'  Report dated March 29, 2001                     12
     Consolidated  Balance  Sheet  December  31,  2001                       13
     Consolidated  Statements  of  Operations  for  the  Years  Ended
          December  31,  2001  and  2000                                     14
     Consolidated Statement of Stockholders' Equity (Deficit) for the
          Year Ended December 31, 2001 and 2000                              15
     Consolidated  Statements  of  Cash  Flows  for  the  Year
          Ended December 31, 2001 and 2000                                   16
     Notes  to  Consolidated  Financial  Statements                          17
















                                       10
<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,  2001  and  the related consolidated statements of operations, stockholders'
deficit  and  cash  flows  for the year then ended. 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  audit.

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 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, 2001 and the results of its
operations  and  its  cash  flows  for  the  year  then ended 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 410,787 and excess of total
liabilities  over total assets of $78,370 on December 31, 2001. These factors as
discussed in Note 13 to the financial statements, raises 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 13. 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
January  29,  2002




                                       11
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To  the  Stockholders  and  Board  of  Directors
KingThomason,  Inc.:

     We  have  audited  the  accompanying  consolidated  balance  sheet  of King
Thomason,  Inc., a Nevada Corporation and the subsidiaries (the "Company") as of
December 31, 2000 and the related statements of operations, stockholders' equity
and  cash flows for the year then ended. 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
audit.  The  financial  statements as of December 31, 1999 and for the year then
ended  were  audited  by  another  auditor  whose report dated October 24, 2000,
expressed  an  unqualified  opinion  on  those  statements.

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  consolidated  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 consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
KingThomason, Inc. and subsidiaries as of December 31, 2000 and the consolidated
results  of their operations and their consolidated cash flows for the year then
ended  in  conformity  with  generally  accepted  accounting  principles.


/s/  Kabani  &  Company,  Inc.

KABANI  &  COMPANY,  INC.
CERTIFIED  PUBLIC  ACCOUNTANTS

Fountain  Valley,  California
March  29,  2001



                                       12

<PAGE>
                      KING THOMASON, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31 2001

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

CURRENT  ASSETS:
<S>                                                                <C>
     Cash & cash equivalents                                       $     45,602
     Commission receivable                                               38,769
                                                                   ------------
          Total current assets                                           84,371

PROPERTY AND EQUIPMENT, net                                              35,495

OTHER  ASSETS:
     Deposits                                                             7,677
                                                                   ------------

                                                                   $    127,543
                                                                   ============

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

CURRENT  LIABILITIES:
     Accrued expenses                                              $     54,143
     Loan from officer                                                    9,590
     Note payable, related parties-current                               88,000
     Note payable, Others                                                18,060
                                                                   ------------
          Total current liabilities                                     169,793

Note Payable, Others - Long term                                         36,120

COMMITMENTS

STOCKHOLDERS'  DEFICIT
     Preferred  stock,  $0.001 par value;
       10,000,000  shares  authorized;  none  issued                          -
     Common  stock,  $0.001  par  value;
       40,000,000 shares authorized; 15,000,000 shares
       issued and outstanding at December 31, 2001                       15,000
     Additional paid in capital                                         410,417
     Accumulated deficit                                               (410,787)
     Less: Subscription receivable                                      (93,000)
                                                                   ------------
          Total stockholders' deficit                                   (78,370)
                                                                   ------------

                                                                   $    127,543
                                                                   ============
</TABLE>

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

                                       13
<PAGE>
                      KING THOMASON, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED DECEMBER 31, 2001 & 2000

<TABLE>
<CAPTION>
                                                         2001           2000
                                                     ------------   -----------
Revenues
<S>                                                  <C>            <C>
  Securities commission                              $     85,715   $   292,667
  Insurance commission                                     41,158       231,516
  Consulting  &  Other  commission                         62,042             -
                                                     ------------   -----------
        Net revenues                                      188,915       524,183

Total operating expenses                                  594,090       517,612
                                                     ------------   -----------

Income (loss) from Operations                            (405,175)        6,571

Non-Operating  Income  (expense):
  Interest income                                           3,391         3,843
  Interest expense                                        (13,566)      (14,071)
  Miscellaneous                                            36,324        22,702
                                                     ------------   -----------
Income  (loss)  before  income  taxes                    (379,026)       19,045

Provision for income taxes                                  2,400         1,600
                                                     ------------   -----------
Net income (loss)                                    $   (381,426)  $    17,445
                                                     ============   ===========

Basic  &  diluted  weighted  average  number  of
  common stock outstanding                             15,000,000    13,278,695
                                                     ============   ===========

Basic  &  diluted  net  income  (loss)  per  share   $     (0.025)  $     0.001
                                                     ============   ===========
</TABLE>

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

                                       14
<PAGE>
                      KING THOMASON, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE YEAR ENDED DECEMBER 31, 2001 & 2000

<TABLE>
<CAPTION>
                                 Common  stock                                                    Total
                                Number of             Additional    Subscription  Accumulated  stockholders'
                                  shares    Amount  paid in capital  receivable     deficit   equity (deficit)
                               ----------  -------- --------------- ------------  ----------- ----------------
<S>                            <C>         <C>         <C>            <C>          <C>            <C>
Balance as on January 1, 2000      47,000  $ 47,000    $      -       $      -     $(46,806)      $    194

Recapitalization upon merger
  on December 31, 2000         13,181,500   (33,772)    101,294              -            -         67,522

Issuance of shares under
  Reg. D filings                   84,000       84      209,916        (58,000)           -        152,000

Net Income for the year                 -        -            -              -       17,445         17,445
                               ----------  -------    ---------       --------     --------       --------

Balance, December 31, 2000     13,312,500   13,312      311,210        (58,000)     (29,361)       237,161

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

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

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

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

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

Balance as of
  December 31, 2001            15,000,000  $15,000     $410,417      $ (93,000)   $(410,787)     $ (78,370)
                               ==========  =======     ========      =========    =========      =========
</TABLE>

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

                                       15
<PAGE>
                      KING THOMASON, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEAR ENDED DECEMBER 31, 2001 & 2000

<TABLE>
<CAPTION>
                                                           2001         2000
                                                        ---------    ---------

CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
<S>                                                     <C>          <C>
     Net  income  (loss)                                $(381,426)   $  17,445
     Adjustments to reconcile net income (loss)
     to net cash used in operating activities:
       Depreciation  and  amortization                      9,173       10,766
       (Increase)/decrease in current assets:
         Commission  receivable                           152,761     (179,561)
         Prepaid  expenses                                      -        9,177
         Deposits                                          15,355            -
       Increase in current liabilities:
         Accrued  expenses                                 17,855       28,271
                                                        ---------    ---------
       Net cash used in operating activities             (186,282)    (113,902)
                                                        ---------    ---------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
       Acquisition  of  property  &  equipment                  -       (5,460)
       Cash  acquired  in  acquisition                        895            -
                                                        ---------    ---------
       Net cash provided by (used in) investing
         activities                                           895       (5,460)
                                                        ---------    ---------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
       Payment  of  Loans                                 (18,060)     (13,110)
       Proceeds from issuance of common stock                   -      219,522
       Cash received against subscription receivable       65,000            -
                                                        ---------    ---------
       Net cash provided by financing activities           46,940      206,412
                                                        ---------    ---------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS       (138,447)      87,050

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                184,049       96,999
                                                        ---------    ---------

CASH & CASH EQUIVALENTS, ENDING BALANCE                 $  45,602    $ 184,049
                                                        =========    =========
</TABLE>

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

                                       16
<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, 2001 consisted primarily
of  reviewing possible business opportunities and developing the business model.
KT  had  revenue  through its subsidiaries for the years ended December 31, 2001
and  2000.

Pursuant  to  reorganization  agreement dated December 31, 2000, KT 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 from inception until 2000
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  financial and estate planning services, assets management services and the
sale  of  stocks,  bonds  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 the operations in the year 2001
dba  Premier  Dental.

(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.

(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 since its
inception.

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


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

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

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

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

(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.

(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.

(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.

Principles  of  Consolidation  &  Recapitalization

The  accompanying  consolidated financial statements for the year ended December
31,  2001,  include  the  accounts  of  KTGI,  KT  and  KT's  100%  wholly owned
subsidiaries,  KTI,  KTFS  &  KTIM.  There  was  no  activity for the year ended
December  31,  2001   for  KTNL,   KTCC,  KTFI,  KTIC,  KTIMI,  KTAM  and  KTICI
(collectively  the  "Company").   All  significant  inter-company  accounts  and
transactions have been eliminated in consolidation. The financial statements for
the  year  ended  December  31,  2000, included the accounts of KT and KT's 100%
wholly  owned  subsidiaries,  KTI  &  KTFS.

For accounting purposes, the transaction between KTGI and KT has been treated as
a  recapitalization  of  KTGI,  with  KT  as  the  accounting  acquirer (reverse
acquisition),  and  has  been  accounted for in a manner similar to a pooling of
interests.  The  operations of KTGI have been included with those of KT from the
acquisition  date  (December  7,  2001).

For  accounting  purposes,  the  transaction  between KT and its subsidiaries on
December 31, 2000, has been treated as a recapitalization of KT, with KTI & KTFS
as  the accounting acquirer (reverse acquisition), and has been accounted for in
a  manner  similar  to  a pooling of interests. The operations of King Thomason,
Inc.  have  been  included  with  those  of KTI & KTFS from the acquisition date
(December  31,  2000).

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


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Cash  and  cash  equivalents

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

Use  of  estimates

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

Commission  receivable

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

Property  &  Equipment

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

Basic  and  diluted  net  loss  per  share

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

Stock-based  compensation

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

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


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

Fair  value  of  financial  instruments

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

Segment  Reporting

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

The  Company  allocates  resources  and  assesses  the  performance of its sales
activities  as  one  segment. During the years ended December 31, 2001 and 2000,
the  Company only operated in one segment since most of its revenue is generated
through  commission income, therefore segment disclosure has not been presented.

Revenue  Recognition

Revenue  is  recognized  when  earned. Commission income is recognized as of the
effective date of the policy. On December 31, 2001, the Company has an allowance
for  estimated  calcellations  of  insurance,  based  upon prior history of such
insurance  policies,  amounting  to $2,000. Any other adjustments to commissions
are  recognized in the year in which they occur. Cost of revenue includes direct
costs  to  market  and  sale  various  products.

During the years ended December 31, 2001 and 2000, 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.

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


Allowance  for  doubtful  accounts

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

Concentration  of  credit  risk

The Company deposits its cash with one bank in California which at times exceeds
$100,000.  The  Federal  Deposit  Insurance Corporation protects up to $100,000.

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 with the presentation in the current period's
presentation.  These reclassifications have no effect on the previously reported
income  (loss).

Recent  Pronouncements:

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

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

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


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

Management  does  not  expect  these  pronouncements  will materially impact the
Company's  financial  position  or  results  of  operations.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  143,  "Accounting for Asset
Retirement  Obligations".  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements  issued for fiscal years beginning after June 15, 2002. The impact of
the  adoption of SFAS 143 on the Company's reported operating results, financial
position  and  existing  financial  statement  disclosure  is not expected to be
material.

In August 2001, Statement of Financial Accounting Standards No. 144, "Accounting
for  the  Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), was issued.
This  statement  addresses financial accounting and reporting for the impairment
or disposal of long-lived assets and broadens the definition of what constitutes
a  discontinued operation and how the results of a discontinued operation are to
be  measured  and  presented.  The  provisions  of  SFAS  144  are effective for
financial  statements issued for fiscal years beginning after December 15, 2001.
The  impact  of  the  adoption  of  SFAS 144 on the Company's reported operating
results,  financial  position and existing financial statement disclosure is not
expected  to  be  material.

In  January  2001, the Financial Accounting Standards Board Emerging Issues Task
Force  issued EITF 00-27 effective for convertible debt instruments issued after
November  16,  2000.  This pronouncement requires the use of the intrinsic value
method  for  recognition of the detachable and imbedded equity features included
with  indebtedness,  and requires amortization of the amount associated with the
convertibility  feature  over  the  life  of the debt instrument rather than the
period  for which the instrument first becomes convertible. Management is in the
process  of  evaluating the requirements of EITF 00-27, but does not expect this
pronouncement will materially impact the Company's financial position or results
of  operations.

3.     PROPERTY  AND  EQUIPMENT

Property  and  equipment  consisted  of  following  on  December  31,  2001:
<TABLE>
<CAPTION>
<S>                                                    <C>
          Furniture,  fixture  and  Equipment          $    61,007
          Less:  Accumulated  depreciation                  25,512
                                                       -----------

                                                       $    35,495
                                                       ===========
</TABLE>

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


4.     LOAN  FROM  OFFICERS

The  loan is due on demand, unsecured and bears an interest rate of 6% per year.
The  interest expense accrued on this loan was $575 each for year ended December
31,  2000  and  2001.

5.     NOTES  PAYABLE  -  RELATED  PARTIES

The  Company  has  notes  payable  to  two  shareholders amounting $88,000 as of
December  31,  2001. The notes are due on demand, unsecured and bear an interest
rate  of 10% per year. The interest expense accrued on this loan was $8,800 each
for  year  ended  December  31,  2000  and  2001.

6.     NOTE  PAYABLE  -  OTHERS

The  Company  has a note payable to a vendor amounting to $54,180 as of December
31,  2001.  The  note  is  payable  by  December  15,  2004. The note payable is
unsecured  and  bears  an interest rate of 5.8% per year. Per the agreement, the
note  will  be  adjusted  against  the rebates the Company will receive from the
vendor, subject to the Company meeting certain production requirements. The note
will  be  adjusted  at  20% of the original balance per year against the rebates
earned.  Following  is  the  maturity  schedule  of  the  note:
<TABLE>
<CAPTION>
                 Year  ended  December  31                   Amount
                 -------------------------                   ------
<S>                                                         <C>
                          2002                               18,060
                          2003                               18,060
                          2004                               18,060
                                                            -------
                          Total                             $54,180
                                                            =======
</TABLE>

7.     INCOME  TAXES

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

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss  carryforwards.  Through  December  31,  2001,  the Company
incurred  net  operating  losses for tax purposes of approximately $381,000. The
net  operating  loss  carryforwards may be used to reduce taxable income through
the  year  2016  for  federal  and  2006  for  State  income  tax  purpose.

The  gross  deferred  tax asset balance due to loss carryforwards as of December
31,  2001  was  approximately  $152,000.  A  100%  valuation  allowance has been

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


established  against  the  deferred  tax  assets, as the utilization of the loss
carryforwards  cannot reasonably be assured. There was no significant difference
between  reportable  income  tax  and  statutory  income  tax.

For  information  purposes,  the  statements  of  operations  for the year would
include  the  following  pro  forma adjustment for income taxes which would have
been  recorded  if  the  Company had been a "C" corporation, based on a combined
federal  and  state  income  tax rate of 40%, which approximates the federal and
state  income  tax  rates  in  effect  during  those  periods.
<TABLE>
<CAPTION>
Unaudited  Profroma  Information:                      2001             2000
                                                       ----             ----
<S>                                                       <C>       <C>
Income  before  income  taxes                             -         $    19,045

Income taxes assuming subchapter "S" corporation
  election had not been made for the year ended
  December 31, 2000.                                      -              (7,618)

Net  Income                                               -              11,427

Basic and diluted weighted average number
  of  common  stock stock  outstanding                    -          13,278,695

Proforma basic and diluted net income per share           -               0.001
</TABLE>

Since the Company was a "C" corporation during the year ended December 31, 2001,
proforma  information  has  been  presented for only the year ended December 31,
2000.

8.     STOCKHOLDERS'  EQUITY

On  April 6, 2001, the Company issued 75,000 common shares for a promissory note
of $125,000, of which $65,000 was paid during the year. The remaining balance of
$60,000  was  recorded  as  a  subscription  receivable.

9.          ACQUISITION

KTGI  agreed  on  January  15,  2001,  to  merge with KT.  KTGI is the surviving
corporation  (Survivor),  but former shareholders of KT will elect all directors
and  officers  of  the  Survivor.  All  currently outstanding stock of KT in the
hands of its stockholders were cancelled and converted into 13,312,500 shares of
Common  Stock  of the Company when the merger became effective. Former officers,
directors  and  shareholders  of  SuperCorp.  (Parent  company of KTGI) received
1,687,500  shares. After the merger, the former shareholders of KT own 88.75% of
the total voting shares of the Company. The merger of KTGI and KT qualifies as a
nontaxable  reorganization  under  the  tax  laws  of  the  United  States.  For
accounting  purposes,  the transaction has been treated as a recapitalization of
KTGI,  with  KT  as  the accounting acquirer (reverse acquisition), and has been
accounted  for  in a manner similar to a pooling of interests. The operations of
KTGI  have been included with those of KT from the acquisition date (December 7,
2001).

                                       24
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Effective  December  31,  2000,  KT  acquired  all  of  the outstanding stock of
following  companies  which  became  a  wholly  owned  subsidiaries  of  KT:
..
King  Thomason,  Inc.

King  Thomason  Financial  Services,  Inc.

King  Thomason  Insurance  Marketing,  Inc.

King  Thomason  National  Limousine  Program,  Inc.

King  Thomason  Credit  Card  Services,  Inc.

King  Thomason  Franchising,  Inc.

King  Thomason  Insurance  Company,  Inc.  (KTIC):

King  Thomason  Independent  Mortgage,  Inc.  (KTIMI):

King  Thomason  Asset  Management,  Inc.  (KTAM):

King  Thomason  Investment  Card,  Inc.  (KTICI):

The  acquisition  was consummated by issuance of 1,322,850 new capital shares to
the  shareholders  of  each  company. KT issued a total of 13,228,500 shares for
acquisition  of  these  companies.  For accounting purposes, the transaction has
been  treated  as  a  recapitalization  of KT, with KTI & KTFS as the accounting
acquirer  (reverse  acquisition), and has been accounted for in a manner similar
to a pooling of interests. The operations of KT have been included with those of
KTI  &  KTFS  from  the  acquisition  date  (December  31,  2000).

10.     MAJOR  CUSTOMERS

During  the  year ended December 31, 2001, a majority of the Company's insurance
commission  income  was  earned from one major service provider, which accounted
for  approximately  85%  of  total  insurance  commission  income.  There was no
commission receivable from that service provider as of December 31, 2001. All of
the  Company's  securities  commission  income was earned from one major service
provider during the year ended December 31, 2001 which accounted for 100% of the
total  securities commission income. The Company extends credit to its customers
based  upon  its  assessment  of  their credit worthiness and generally does not
require  collateral.  Credit  losses  have  not  been  significant.

11.     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.

                                       25
<PAGE>
                    KINGTHOMASON GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The  Company  paid  $800 for income tax in the year ended December 31, 2001. The
Company  paid  $0  for  interest  during  the  year ended December 31, 2001. The
Company  paid  $1,600  for  income  tax in the year ended December 31, 2000. The
Company  paid  $0  for  interest  during  the  year  ended  December  31,  2000.

12.     COMMITMENTS

The  company  leases its office facility under a five-year lease which commenced
July  15, 1999. Monthly rental under the lease is $7,677. Minimum annual rentals
for  five  years  subsequent  to  December  31,  2001  are  as  follows:
<TABLE>
<CAPTION>
              Year  ended  December  31,                         Amount
              --------------------------                         ------
<S>                                                             <C>
                      2002                                        92,127
                      2003                                        92,127
                      2004                                        61,418
                                                                --------
                      Total                                     $245,672
                                                                ========
</TABLE>

13.     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  $410,787.  The  Company's total liabilities exceed its
total  assets by $78,370. In view of the matters described above, recoverability
of  a  major  portion  of  the  recorded asset amounts shown in the accompanying
consolidated  balance  sheet  is  dependent  upon  continued  operations  of the
company,  which  in  turn  is  dependent  upon  the  Company's  ability to raise
additional  capital,  obtain financing and succeed in its future operations, The
financial  statements   do  not   include  any   adjustments   relating  to  the
recoverability  and  classification  of  recorded  asset  amounts or amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.

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.






                                       26
<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, 33           President,                   7-00            12-02
                            Chief Financial Officer      7-00            12-02
                            and Director                 7-00            12-02
------------------------------------------------------------------------------
Hume A. "Tom" Thomason, 58  Secretary and                7-00            12-02
                            Director                     7-00            12-02

Jay Dee (JD) Shiverdaker,
  61                        Chief Operating Officer      4-01            12-02
</TABLE>

                                       27
<PAGE>
<TABLE>
<CAPTION>
                        KingThomason, Inc. (California)
                        -------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
T.E. King III, 33           President,                   9-98            12-02
                            Chief Financial Officer,     9-98            12-02
                            Secretary and                9-98            12-02
                            Director                     9-98            12-02

Hume A. "Tom" Thomason, 58  Director                     9-98            12-02
</TABLE>

<TABLE>
<CAPTION>
                      KingThomason Financial Services, Inc.
                      -------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Stuart A. Evans, 33         President and                4-99            12-02
                            Director                     4-99            12-02

Hume A. "Tom" Thomason, 58  Director                     4-99            12-02

T.E. King III, 33           Chief Financial Officer,     4-99            12-02
                            Secretary and                4-99            12-02
                            Director                     4-99            12-02
</TABLE>

<TABLE>
<CAPTION>
                      KingThomason Asset Management, Inc.
                      -----------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Stuart A. Evans, 33         President and                1-00            12-02
                            Director                     1-00            12-02

Hume A. "Tom" Thomason, 58  Director                     1-00            12-02

T.E. King III, 33           Chief Financial Officer,     1-00            12-02
                            Secretary and                1-00            12-02
                            Director                     1-00            12-02
</TABLE>



                                       28
<PAGE>
<TABLE>
<CAPTION>
                    KingThomason Credit Cards Services, Inc.
                    ----------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A. "Tom" Thomason, 58  Director                     1-00            12-02

T.E. King, III, 33          President,                   1-00            12-02
                            Chief Financial Officer,     1-00            12-02
                            Secretary and                1-00            12-02
                            Director                     1-00            12-02

Richard Michel, 60          Director                     1-00            12-02
</TABLE>

<TABLE>
<CAPTION>
                     KingThomason Insurance Marketing, Inc.
                     --------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A. "Tom" Thomason, 58  President                    6-01            12-02
                            Director                     1-00            12-02

T.E. King III, 33           Chief Financial Officer,     1-00            12-02
                            Secretary and                1-00            12-02
                            Director                     1-00            12-02
</TABLE>

<TABLE>
<CAPTION>
                       KingThomason Investment Card, Inc.
                       ----------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
T.E. King III, 33           President                    1-00            12-02
                            Chief Financial Officer,     1-00            12-02
                            Secretary and                1-00            12-02
                            Director                     1-00            12-02

Hume A. "Tom" Thomason, 58  Director                     1-00            12-02
</TABLE>


                                       29
<PAGE>
<TABLE>
<CAPTION>
                  KingThomason National Limousine Program, Inc.
                  ---------------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A. "Tom" Thomason, 58  President, Director          8-00            12-02

T.E. King III, 33           Chief Financial Officer,     8-00            12-02
                            Secretary and                8-00            12-02
                            Director                     8-00            12-02
</TABLE>

<TABLE>
<CAPTION>
                         KingThomason Franchising, Inc.
                         ------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A. "Tom" Thomason, 58  Director                     8-00            12-02

T.E. King III, 33           President,                   8-00            12-02
                            Chief Financial Officer,     8-00            12-02
                            Secretary and                8-00            12-02
                            Director                     8-00            12-02
</TABLE>

<TABLE>
<CAPTION>
                      KingThomason Insurance Company, Inc.
                      ------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A Thomason, 58         President, Director          8-00            12-02

T.E. King III, 33           Chief Financial Officer,
                            Secretary and Director       8-00            12-02
</TABLE>


<TABLE>
<CAPTION>
                    KingThomason Independent Mortgage, Inc.
                    ---------------------------------------
                                                     Office  Held      Term  of
       Person                       Office               Since          Office
       ------                       ------           ------------      --------
<S>                         <C>                          <C>             <C>
Hume A Thomason, 58         President, Director          8-00            12-02

T.E. King III, 33           Chief Financial Officer,
                            Secretary and Director       8-00            12-02
</TABLE>


                                       30
<PAGE>
     Business  Experience:

     T.E.  "Tim"  King  III.  Mr.  King received a bachelor of science degree in
business  administration in 1990 at the University of Southern California.  From
July 1990 until January 1992 he was a representative of Amplicon Financial, Inc.
of  Santa Ana, California, a company that leased high-tech hardware and software
systems.  From  January  1992  until  July  1992  he was a representative of his
father's  investment  banking  company,  King & Associates of Los Angeles.  From
July  1992  until September 1993 he was a foreign exchange department manager of
Tokyo  International  Investments,  Ltd.  of  San  Francisco,  California.  From
September 1993 until April 1996 he was a co-founder, director and vice president
of  G-5  Global  Investments  of San Francisco, California, a private hedge fund
active  in  the  currency  markets.  From  April  1996  until  May 1998 he was a
district  manager  of  SunAmerica  Securities,  Inc.  of  Concord, California, a
securities  market  financial  consulting  firm.  In  May  1998  he  co-founded
KingThomason, Inc. of San Ramon, California and has served as a director and its
president  since its inception.  Mr. King devotes 100 percent of his time to the
business  of  KingThomason.

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

     Jay  Dee  (JD) Shiverdaker.  Mr. Shiverdaker founded Joint Venture Partners
International,  Inc., a venture capital firm, in 1986 and has been its president
and chief executive officer since that time.  From 1981 to 1986 he was president
of  Encore  International,  a  Campbell, California, multinational computer disk
research  company which entered into a joint venture with two Japanese firms and
formed  Falcore  Co., Inc., in Tokyo, Japan, which Mr. Shiverdaker managed until
it  was  sold in 1986 to Kawasaki Steel Corporation.  From 1978 to 1981 he was a
co-founder and CEO of Dastek Corporation of Santa Clara, California, a thin-film
(semiconductor  process)  computer disk read-write transducer and OEM disk drive
manufacturer.  From 1966 to 1978 he was employed by IBM in numerous senior-level
sales,  staff  and  international management and strategic planning positions in

                                       31
<PAGE>
Texas  and   San  Jose,  California.    He  received  a  bachelors  of  business
administration  degree  in  1966  at  West Texas A&M University and completed an
advanced  master  of  business  administration  program  in  1971  at Ohio State
University.  Mr. Shiverdaker devotes approximately 50 percent of his time to the
business  of  KingThomason.

     Stuart  A. Evans.  Mr. Evans was employed from 1996 until April, 1999, as a
division  manager and from 1998 until April, 1999, as an acting regional manager
of  Independent  Capital Management, Inc., a Southern California company engaged
in the business of a financial services company.  In these capacities he led the
expansion  of  such  company  in opening offices outside of Southern California,
interviewed  over  500  candidates  for  management  positions,  salesmen  and
administrative  staff  and  trained the company's staff in all aspects of office
and  client  development.  He  holds  NASD  Series  7.24  and  65 licenses, is a
certified  estate  planner  and holds licenses to sell life, health and variable
contract  insurance  policies.  In  April 1999, he joined KingThomason Financial
Services, Inc. as its president and a director. Mr. Evans devotes 100 percent of
his  time  to  the  business  of  KingThomason.

     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  $75,000 of
compensation  in  the  last  fiscal  year  for their services in all capacities.

     Mr.  King,  our president, effective January 1, 2002, now receives a salary
of  $75,000  a  year,  as  does  Tom  Thomason,  our  secretary.

     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.

                                       32
<PAGE>
<TABLE>
<CAPTION>
                                                                   Long  Term  Compensation
                                                                   ------------------------
                                                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>
2001   32,000         0           0              0            0        0              0
2000   34,500         0           0              0            0        0              0
1999   18,000    16,000           0              0            0        0              0
</TABLE>

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

     We  have  no  employment  contracts  with  any  employees.

     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 332,000 options
to  non-management  employees  exercisable  over  the  next  five  years.

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

     The  following table shows information as of December 31, 2001 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                                       5,720,964           37.8
3180  Crow  Canyon  Place,  Suite  205
San  Ramon,  CA  94583

Hume  A.  ("Tom")  Thomason                           5,595,963           36.2
3180  Crow  Canyon  Place,  Suite  205
San  Ramon,  CA  94583
</TABLE>

                                       33
<PAGE>
<TABLE>
<CAPTION>
<S>                                                   <C>                 <C>
Jay  Dee  (JD)  Shiverdaker                                    0             -
97  North  Newport  Drive
Napa,  CA  94559

Stuart  A.  Evans                                        426,716           2.8
2300  North  6th  Street
Concord,  CA  94519

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

Officers and Directors as a Group (5 persons)         11,874,705          79.2
</TABLE>


Item  12.     Certain  Relationships  and  Related  Transactions.

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

     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:

                                       34
<PAGE>
<TABLE>
<CAPTION>
                                                     Shares Owned Before
                                                          the Merger
                                                     --------------------
                                                                               Shares
                                                                            Received in
Insider or Promoter    Position with SuperCorp     The Group  KingThomason  the Spinoff
-------------------    -----------------------     ---------  ------------  -----------
<S>                    <C>                          <C>           <C>            <C>
T.E. King II           Director of SuperCorp        375,000            0         85,284

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

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

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

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

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

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

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

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

     KingThomason's Transactions with Management.  In 1999 KingThomason borrowed
     --------------------------------------------
money  from  the following persons on the following terms for operating capital:


<TABLE>
<CAPTION>
                         Relationship to              Principal   Interest  Maturity
Lender                   KingThomason                  Amount       Rate      Date
------                   ------------------------     ---------    -------  --------
<S>                      <C>                           <C>           <C>    <C>
T.E. King III            President  and  Director      $  6,042       6%    05-31-02
Hume A. "Tom" Thomason   Secretary  and  Director      $  3,543       6%    05-31-02
Lloyd  Hartzler          Grandfather of T.E. King III  $ 49,000      10%    05-01-02
Jeff  Thomason           Son of Hume A. Tom Thomason   $ 39,000      10%    07-01-02
</TABLE>

                                       35
<PAGE>
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:

     Exhibit                               Item
     -------                               ----

       2          -     Agreement  of  Merger  of  January 15, 2001, between The
                        KingThomason  Group,  Inc.  and  KingThomason,  Inc.*

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

       3.1        -     Articles  of  Merger of The KingThomason Group, Inc. and
                        KingThomason,  Inc.****

       3.2        -     Bylaws  of  The  KingThomason  Group,  Inc.*

      10          -     2000 Stock  Option  Plan  adopted by KingThomason, Inc.*

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

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

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

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

      10.5        -     2001  Stock  Option   Plan  adopted  by The KingThomason
                        Group,  Inc.***

      16          -     Letter  of  December  13,  2001  of  Hogan  &  Slovacek.
                        agreeing with the  statements  made  in  a  Form  8-K by
                        The  KingThomason Group, Inc. concerning its  change  of
                        principal  independent  accountants.****  (Superseded by
                        Exhibit 16.2)

      16.1        -     Letter  of  October 9, 2001  of Coates Accountancy Corp.
                        agreeing  with  the  statements  made  in  a Form S-4 by
                        KingThomason,  Inc.   concerning   KingThomason,  Inc.'s
                        change  of  principal  independent  accountants.*+

      16.2        -     Letter  of April 16, 2002  of Hogan & Slovacek, agreeing

                                       36
<PAGE>

                        with the statements made by The KingThomason Group, Inc.
                        concerning   its    change   of   principal  independent
                        accountants.

      21          -     List  of  subsidiaries  of  the  Registrant**


<PAGE>

        *    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 Amendment No. 1 to Form SB-2, Commission File
             #333-60880, EDGAR  Accession  #0001060830-01-500073  on  August  6,
             2001; incorporated  herein.

        *+   Previously filed  with  Amendment  No.  4 on Form S-4 to Form SB-2,
             Commission File #333-60980,  EDGAR Accession  #0001060830-01-500125
             on October 11, 2001;  incorporated  herein.

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

        **** Previously filed with Form 8-K,  Commission File #333-60880,  EDGAR
             Accession #0001060830-01-5000181 on December 13, 2001; incorporated
             herein.


(b)     Forms  8-K

        Form 8-K dated  December 7,  2001,  reporting  Item  2  - Acquisition or
Disposition  of  Assets (merger with KingThomason, Inc.), and Item 4 - Change in
Registrant's  Certifying Accountant (Commission File #333-60880, EDGAR Accession
#0001060830-01-5000181  filed  December  13,  2001).




                                       37
<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:  April  16,  2002                  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.


Date:  April  16,  2002                  /s/Thomas E. King III
                                         ---------------------------------------
                                         T.E. King III, President, Chief
                                           Financial Officer and  Director


Date:  April  16,  2002                  /s/Hume A. Tom Thomason
                                         ---------------------------------------
                                         Hume A. "Tom" Thomason,  Secretary  and
                                           Director







                                       38
<PAGE>
                          The KingThomason Group, Inc.
                          Commission File No. 333-60880

                                  EXHIBIT INDEX

                  Amendment No. 1 to Form 10-KSB FYE 12-31-01

     The  following  exhibitsd are filed, by incorporation by reference, as part
of  this  Amendment  No.  1  to  Form  10-KSB:


     Exhibit                               Item
     -------                               ----

       2          -     Agreement  of  Merger  of  January 15, 2001, between The
                        KingThomason  Group,  Inc.  and  KingThomason,  Inc.*

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

       3.1        -     Articles  of  Merger of The KingThomason Group, Inc. and
                        KingThomason,  Inc.****

       3.2        -     Bylaws  of  The  KingThomason  Group,  Inc.*

      10          -     2000 Stock  Option  Plan  adopted by KingThomason, Inc.*

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

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

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

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

      10.5        -     2001  Stock  Option   Plan  adopted  by The KingThomason
                        Group,  Inc.***

      16          -     Letter  of  December  13,  2001  of  Hogan  &  Slovacek.
                        agreeing with the  statements  made  in  a  Form  8-K by
                        The  KingThomason Group, Inc. concerning its  change  of
                        principal  independent  accountants.****  (Superseded by
                        Exhibit 16.2)

                                        1
<PAGE>

      16.1        -     Letter  of  October 9, 2001  of Coates Accountancy Corp.
                        agreeing  with  the  statements  made  in  a Form S-4 by
                        KingThomason,  Inc.   concerning   KingThomason,  Inc.'s
                        change  of  principal  independent  accountants.*+

      16.2        -     Letter  of April 16, 2002  of Hogan & Slovacek, agreeing
                        with the statements made by The KingThomason Group, Inc.
                        concerning   its    change   of   principal  independent
                        accountants.

      21          -     List  of  subsidiaries  of  the  Registrant**


<PAGE>

        *    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 Amendment No. 1 to Form SB-2, Commission File
             #333-60880, EDGAR  Accession  #0001060830-01-500073  on  August  6,
             2001; incorporated  herein.

        *+   Previously filed  with  Amendment  No.  4 on Form S-4 to Form SB-2,
             Commission File #333-60980,  EDGAR Accession  #0001060830-01-500125
             on October 11, 2001;  incorporated  herein.

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

        **** Previously filed with Form 8-K,  Commission File #333-60880,  EDGAR
             Accession #0001060830-01-5000181 on December 13, 2001; incorporated
             herein.















                                        2
<PAGE>

                                HOGAN & SLOVACEK
                           A Professional Corporation
                          CERTIFIED PUBLIC ACCOUNTANTS
                              Oklahoma City - Tulsa

                301 N.W. 63rd, Suite 290, Oklahoma City, OK 73116
                   Office (405) 848-2020 - Fax (405) 848-7359
          ------------------------------------------------------------
                An Independent Member of the BDO Seidman Alliance





                                 April 16, 2002



Securities  and  Exchange  Commission
Division  of  Corporation  Finance
450  Fifth  Street,  N.W.
Washington,  DC  20549

Re:     The  KingThomason  Group,  Inc.
        Commission  File  #333-60880

Gentlemen:

     We  have  read  Item  8  "Changes  In and Disagreements with Accountants on
Accounting  and Financial Disclosures" of the Amendment No. 1 to Form 10-KSB FYE
12-31-01  to  be  filed  by  The  KingThomason  Group,  Inc.  We  agree with the
statements  concerning  our  Firm  contained  therein.





                                   /s/  Hogan  &  Slovacek

                                   HOGAN  &  SLOVACEK



                                                                    Exhibit 16.2
                                                                Page 1 of 1 Page