SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                   FORM 10-KSB
                                -----------------

(Mark One)
     [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

     [ ] Transitional Report Under Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                   For the fiscal year ended December 31, 2003

                           Commission File No. 0-32321

                           NEVADA HOLDING GROUP, INC.
                           --------------------------
                 (Name of small business issuer in its charter)

           Nevada                                              88-0440989
           ------                                              ----------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                        419 Park Avenue South, Suite 1302
                            New York, New York 10016
                                 (212) 684-2111
                                 --------------
     (Address, including zip code and telephone number, including area code,
                       of registrant's executive offices)

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

        Securities registered under to Section 12(g) of the Exchange Act:
                                  Common Stock
                                  ------------
                                (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 of 1934  during the  preceding  12
months (or for such  shorter  period that the Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes   X     No
          -----      -----

Check if 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 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.
                  ----

Issuer's revenues for its most recent fiscal year: $ -0-

                          (Continued on Following Page)


<PAGE>

State the  aggregate  market value of the voting  stock held by  non-affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of September 14, 2004: $1,275,440.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: As of September 14, 2004, there were
92,754,400 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None



                                                                               2

<PAGE>

                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                           NEVADA HOLDING GROUP, INC.

                                                                            PAGE
                                                                            ----

Facing Page
Index
PART I
Item 1.   Description of Business..............................................4
Item 2.   Description of Property..............................................9
Item 3.   Legal Proceedings....................................................9
Item 4.   Submission of Matters to a Vote of Security Holders..................9

PART II
Item 5.   Market for the Registrant's Common Equity
              and Related Stockholder Matters.................................10
Item 6.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations.......................................11
Item 7.   Financial Statements................................................15
Item 8.   Changes in and Disagreements on Accounting and Financial Disclosure.26

PART III
Item 9.   Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act...............26
Item 10.  Executive Compensation..............................................27
Item 11.  Security Ownership of Certain Beneficial Owners and Management......28
Item 12.  Certain Relationships and Related Transactions......................29

PART IV
Item 13.  Exhibits and Reports of Form 8-K....................................30
Item 14.  Controls and Procedures.............................................30

SIGNATURES....................................................................31



                                                                               3

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     Nevada  Holding  Group,  .  ("we,"  "our,"  "us,"  or the  "Company"),  was
incorporated  under the laws of the State of Nevada on October 28,  1999,  under
the name "TMA, Inc." In December 2000, we amended our Articles of Incorporation,
changing our name to our current name. In February 2003, we amended our Articles
of Incorporation  to increase the total number of authorized  common shares from
50,000,000 to 200,000,000 shares, par value $.001 per share.

     We were originally  organized for the purpose of acquiring equity positions
in start-up and existing  companies.  We also provided companies with consulting
services  with  regard to raising  capital,  equity  formation,  development  of
management teams, implementing marketing programs when appropriate, and guidance
in  filing  registration  statements.   We  no  longer  conduct  these  business
activities.  We intend to seek to acquire assets or shares of an entity actively
engaged in business which  generates  revenues,  in exchange for issuance of our
securities.  Our current  business plan is more fully  described  under "Plan of
Operation,"  below. As such, we can be defined as a "shell" company,  whose sole
purpose at this time is to locate and consummate a merger or acquisition  with a
private entity.

     Management is of the opinion that our business  objectives  remain  viable,
despite our failure to merge with or acquire  another  business  entity to date.
Our management  continues to review potential merger  candidates and acquisition
opportunities.

     Relevant to the  aforesaid  discussion,  in January 2003, we entered into a
Share Exchange Agreement with Green Valley Gaming Enterprises,  Inc. On December
30,  2003,  we  terminated  this  Agreement  due to the fact that the  financial
statements of Green Valley Gaming  Enterprises,  Inc. were not being accepted in
the filings with the Securities  and Exchange  Commission and the Share Exchange
could not be completed in a timely manner.

         Additionally, in 2002 we entered into a "Letter of Intent" to acquire
the outstanding stock of Apollo Capital Corp. by issuing the shareholders of
Apollo Capital Corp. 35,179,000 shares of our stock in exchange for 35,179,000
shares of Apollo Capital Corp. stock., representing approximately 83% of our
stock. On September 2, 2002, we cancelled the proposed transaction pursuant to
the terms of the relevant Letter of Intent.

     On April 3, 2002,  we completed the  acquisition  of 100% of the issued and
outstanding shares of Providence Cabinet Shoppe, Inc. Providence Cabinet Shoppe,
Inc., is a commercial cabinet  manufacturer  located in Clarksville,  Tennessee.
Providence  Cabinet Shoppe,  Inc.,  established in 1949,  manufactures and sells
commercial and institutional  cabinets,  casework and countertops throughout the
United States.  Providence Cabinet Shoppe, Inc. The agreement provided for us to
acquire 100% of the issued and outstanding shares for a total of $85,010 payable
with a down  payment of  $15,000.  $28,000 to be paid 30 days from  closing  and
$40,000  to be paid at  $10,000  per  month,  payable  on the 1st and 15th for 4
months. In addition,  $2,000 for insurance benefits package for 3 months and $10
for a wraparound  warranty deed, to be paid as due. The down payment was made on
April 3, 2002. In addition, we assumed the corporations liabilities.

     Upon  completing  a detailed  review of all the assets and  liabilities  of
Providence  Cabinet  Shoppe,  Inc. the results  indicated that some of the items
were carried at inflated  figures.  As a result,  we determined that it would be
necessary to liquidate the assets and liabilities acquired on April 3, 2002.

                                                                               4

<PAGE>

The primary factors in our decision to sell Providence Cabinet Shoppe, Inc. were
our  inability  to obtain  audited  financial  statements  for the  years  ended
September  30, 2000 and  September  30, 2001 to comply with the  Securities  and
Exchange  reporting  requirements.  Additionally,  after the complete review, we
determined  that the  amount  of  goodwill  was  excessive  and we were  able to
liquidate.  On  November  15,  2002,  we  completed  the sale of the  assets and
liabilities  of the  Providence  Cabinet  Shoppe,  Inc.  We  received a total of
$25,010  from the  buyers.  In  addition,  the buyers will assume the assets and
liabilities.  We  reported a net loss of $62,000 on the  disposition  of capital
assets during the quarter ended September 30, 2002.

     Our  business  plan is subject to  numerous  risk  factors,  including  the
following:

     We have a limited operating history,  no revenue and minimal assets and our
independent  accountants have expressed a "going concern" opinion. Our financial
statements  accompanying  this Report have been  prepared  assuming that we will
continue as a going concern,  which  contemplates  the realization of assets and
liquidation  of  liabilities  in the normal  course of business.  The  financial
statements do not include any  adjustment  that might result from the outcome of
this uncertainty. We have had a limited operating history and have not generated
any  revenues or earnings  from  operations.  We have no  significant  assets or
financial  resources.  We will, in all likelihood,  sustain  operating  expenses
without  corresponding  revenues,  at least until the consummation of a business
combination.  This may result in our incurring a net  operating  loss which will
increase  continuously  until we can  consummate a business  combination  with a
profitable business opportunity. There is no assurance that we can identify such
a business opportunity and consummate such a business combination.

     Our proposed  operations are speculative.  The success of our proposed plan
of  operation  will  depend  to a  great  extent  on the  operations,  financial
condition  and  management  of  the  identified  business   opportunity.   While
management  intends  to  seek  business   combination(s)  with  entities  having
established  operating  histories,  there  can be no  assurance  that we will be
successful  in  locating  candidates  meeting  such  criteria.  In the  event we
complete a business combination, of which there can be no assurance, the success
of our  operations  will be dependent  upon  management of the successor firm or
venture partner firm and numerous other factors beyond our control.

     There is a scarcity of business opportunities and combinations and there is
significant  competition  in this  arena.  We are  and  will  continue  to be an
insignificant  participant  in the  business  of  seeking  mergers  with,  joint
ventures with and  acquisitions  of small private and public  entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are  active  in  mergers  and  acquisitions  of  companies  which may be
desirable target candidates for us. Nearly all such entities have  significantly
greater financial  resources,  technical  expertise and managerial  capabilities
than  we do and,  consequently,  we will  be at a  competitive  disadvantage  in
identifying  possible  business  opportunities  and  successfully  completing  a
business  combination.  Moreover,  we will also  compete  in  seeking  merger or
acquisition candidates with numerous other small public companies.

     There is no agreement for any business combination or other transaction and
no  standards  for a  business  combination  have been  established.  We have no
arrangement,  agreement  or  understanding  with respect to engaging in a merger
with,  joint venture with or acquisition  of, a private or public entity.  There
can be no assurance we will be successful in identifying and evaluating suitable
business  opportunities or in concluding a business combination.  Management has
not identified any particular  industry or specific  business within an industry
for  evaluation.  There is no  assurance we will be able to negotiate a business
combination on terms favorable to us. We have not established a

                                                                               5

<PAGE>

specific length of operating  history or a specified level of earnings,  assets,
net worth or other criteria which we will require a target business  opportunity
to have achieved, and without which we would not consider a business combination
in any form with such  business  opportunity.  Accordingly,  we may enter into a
business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings,  limited assets, negative
net worth or other negative characteristics.

     Our  management  will  maintain  control of our  company  until a merger or
acquisition  is  consummated  and they devote only  limited time to our business
activities.  While  seeking  a  business  combination,   management  anticipates
devoting up to twenty  hours per month to our business  activities.  None of our
officers has entered  into a written  employment  agreement  with us and none is
expected to do so in the foreseeable  future.  We have not obtained key man life
insurance  on any of our  officers or  directors.  Notwithstanding  the combined
limited  experience and time commitment of our management,  loss of the services
of any of these  individuals  could  adversely  affect our  development  and our
likelihood of continuing operations. See "Part III, Item 9. Directors, Executive
Officers,  Promoters and Control  Persons;  Compliance with Section 16(a) of the
Exchange Act."

     Our management  may have conflicts of interest.  Our officers and directors
may in the future  participate  in  business  ventures  which could be deemed to
compete directly with us.  Additional  conflicts of interest and non-arms length
transactions may also arise in the future in the event our officers or directors
are  involved in the  management  of any firm with which we  transact  business.
Management  has adopted a policy that if we seek a merger with,  or  acquisition
of,  any  entity  in which  any  member  of our  management  serve as  officers,
directors or partners,  or in which they or their family members own or hold any
ownership  interest,  such members of  management  shall  abstain from voting in
their respective capacity.

     Reporting  requirements  may delay or preclude an acquisition.  Sections 13
and 15(d) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") require
companies  subject  thereto to provide  certain  information  about  significant
acquisitions, including certified financial statements for the company acquired,
covering  one,  two,  or three  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
entities to prepare  such  statements  may  significantly  delay or  essentially
preclude  consummation of an otherwise desirable  acquisition by us. Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements of the Exchange Act are applicable.

     We have neither conducted, nor have others made available to us, results of
market  research  indicating  that  market  demand  exists for the  transactions
contemplated  by us. We do not have,  and do not plan to establish,  a marketing
organization. Even in the event demand is identified for a merger or acquisition
contemplated  by us, there is no assurance we will be  successful  in completing
any such business combination.

     Our  proposed  activities  may be limited to those  engaged in by  business
opportunities which we merge with or acquire. Our proposed  operations,  even if
successful,  will  in all  likelihood  result  in  our  engaging  in a  business
combination with only one business opportunity.  Consequently,  our inability to
diversify  our  activities  into a number of areas may  subject  us to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with our future operations.


                                                                               6

<PAGE>

     We may become subject to additional governmental  regulations.  Although we
will be  subject  to  regulation  under  the  Securities  Exchange  Act of 1934,
management  believes we will not be subject to regulation  under the  Investment
Company  Act of 1940,  insofar  as we will not be  engaged  in the  business  of
investing  or  trading  in  securities.  In the  event  we  engage  in  business
combinations  which  result in our holding  passive  investment  interests  in a
number of  entities,  we could be subject  to  regulation  under the  Investment
Company  Act of 1940.  In such  event,  we would be  required  to register as an
investment  company and could be expected to incur significant  registration and
compliance costs. We have obtained no formal  determination  from the Securities
and Exchange  Commission  as to our status under the  Investment  Company Act of
1940 and,  consequently,  any violation of such Act would subject us to material
adverse consequences.

     A business combination involving the issuance of our common shares will, in
all  likelihood,  result  in  shareholders  of a  private  company  obtaining  a
controlling  interest in our company.  Any business  combination may require our
management  to sell or  transfer  all or a portion of our common  shares held by
them,  or resign as members of our Board of Directors.  The resulting  change in
control could result in removal of one or more present officers and directors of
our  company  and  a   corresponding   reduction  in  or  elimination  of  their
participation in our future affairs.

     There is a significant  chance that consummation of a business  combination
will result in significant  dilution to our existing  shareholders.  Our primary
plan of operation is based upon a business  combination  with a private  concern
which, in all likelihood, would result in our issuing securities to shareholders
of any such private company. The issuance of previously  authorized and unissued
common  shares would result in  reduction in  percentage  of shares owned by our
present and  prospective  shareholders  and may result in a change in control or
management.

     There are  disadvantages  of a blank  check  offering.  We may enter into a
business  combination  with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse  consequences  of undertaking its own public offering by seeking a
business combination with us. Such consequences may include, but are not limited
to, time delays of the registration process, significant expenses to be incurred
in such an  offering,  loss of voting  control  to public  shareholders  and the
inability or unwillingness to comply with various federal and state laws enacted
for the protection of investors.

     Federal  and state  tax  consequences  will,  in all  likelihood,  be major
considerations  in any business  combination we may undertake.  Currently,  such
transactions  may be  structured  so as to result in tax-free  treatment to both
companies,  pursuant to various federal and state tax  provisions.  We intend to
structure any business  combination  so as to minimize the federal and state tax
consequences  to  both  us and  the  target  entity;  however,  there  can be no
assurance that such business combination will meet the statutory requirements of
a tax-free  reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets.  A  non-qualifying  reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.

     The requirement of audited  financial  statements may disqualify a business
opportunity.  Our management  believes that any potential  business  opportunity
must provide audited financial  statements for review, for the protection of all
parties  to  the  business   combination.   One  or  more  attractive   business
opportunities  may choose to forego the  possibility  of a business  combination
with us rather  than  incur  the  expenses  associated  with  preparing  audited
financial statements.


                                                                               7

<PAGE>

Subsequent Events

     On March 30,  2004,  our Board of  Directors  authorized  the  issuance  of
80,000,000  common shares of common stock to Netter,  LLC, a New Jersey  limited
liability  company.  These  shares  were in  exchange  for  assuming  all of the
outstanding  liabilities  of the Company of  $80,000.  In  connection  with this
issuance,  we  effected  a change in  control.  On March 30,  2004,  our  former
officers and directors resigned in all capacities as our officers and directors.
Immediately prior to their resignation,  our Board of Directors  appointed Henry
Val as its sole director and officer. Mr. Val is the sole member of Netter,LLC.

     On April 12, 2004, we entered into a business consulting agreement with AGI
Partners,  Inc,  for  business  development  and  administration  services for a
twenty-four month period.  In consideration  for these services,  we issued this
consultant  3,000,000  shares of common  stock and granted an option to purchase
3,000,000 shares of common stock at an exercise price of $.025 per share.  These
options are not subject to any reverse splits by us. We valued the common shares
at the  quoted  trading  price on the date of the  agreement  at $.04 per common
share, or $120,000,  which will be amortized over the service  period.  The fair
value of the options  grant was  estimated on the date of grant using the Black-
Scholes  option-pricing  model with the following  weighted-average  assumptions
dividend  yield of -0- percent;  expected  volatility of 192 percent;  risk-free
interest  rate of 4.50  percent and an expected  holding  period of 5 years.  In
connection  with these  option,  we recorded  non-cash  compensation  expense of
$117,326, to be amortized over the service period.

     On April 29, 2004, we  established a Board of Advisors of two  individuals.
These  individuals  received 250,000 shares of common stock each as compensation
for their  services as an advisor.  We valued these common  shares at the quoted
trading  price  on the  date of the  resolution  at $.10 per  common  share,  or
$50,000, which will be amortized over the service period.

Employees

     We have no full time employees. Our sole officer and director has agreed to
allocate a portion of his time to our  activities,  without  compensation.  This
officer/director  anticipates  that our business plan can be  implemented by his
devoting  approximately  20  hours  per  month  to  our  business  affairs  and,
consequently,  conflicts  of interest may arise with respect to the limited time
commitment by such person. See "PART III, ITEM 9, DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS."

Competition

     We will remain an insignificant participant among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture
capital and financial  concerns which have  significantly  greater financial and
personnel  resources and technical expertise than we do. In view of our combined
extremely limited financial  resources and limited management  availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

Government Regulations

     We are not currently subject to direct federal,  state, or local regulation
and laws or  regulations  applicable  to our  business,  other than  regulations
applicable to business generally.


                                                                               8

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

     We have no  properties  and at this time have no  agreements to acquire any
properties. We intend to attempt to acquire assets or a business in exchange for
our  securities,  which assets or business is determined to be desirable for our
objectives.

     Facilities.  Our principal  place of business is located at 419 Park Avenue
South,  Suite 1302, New York, New York 10016,  which offices are provided by Mr.
Henry Val, our officer,  director and shareholder of our Company, on a rent free
basis pursuant to an oral agreement. Mr. Val has advised us that he is agreeable
to maintaining this situation until we successfully consummate an acquisition or
merger.  It is anticipated  that this  arrangement  will be suitable for the our
needs for the foreseeable future.

     Our  telephone  number  is (212)  684-2111  and  facsimile  number is (212)
481-3122.

     We neither own nor lease any other properties, either real or personal.

ITEM 3.   LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  which are  pending or have been
threatened against us of which management is aware.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None


                                                                               9

<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     (a) Market Information.  Our common stock began trading on the OTC Bulletin
Board operated by the NASD in December 2001. As of September 13, 2004, the price
of our common stock was $0.10.  Our trading symbol is "NVHG." Our securities are
deemed to be a "penny stock". The Securities and Exchange Commission had adopted
Rule 15g-9 which  establishes  the  definition of a "penny  stock," for purposes
relevant to the Company,  as any equity security that has a market price of less
than  $5.00 per share or with an  exercise  price of less than  $5.00 per share,
subject to certain  exceptions.  For any  transaction  involving a penny  stock,
unless exempt, the rules require: (i) that a broker or dealer approve a person's
account for  transactions  in penny stocks and (ii) the broker or dealer receive
from the investor a written  agreement  to the  transaction,  setting  forth the
identity and quantity of the penny stock to be purchased.  In order to approve a
person's  account for  transactions in penny stocks,  the broker or dealer must:
(i) obtain financial information and investment experience and objectives of the
person and (ii) make a reasonable  determination  that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience  in  financial  matters  to be  capable  of  evaluating  the risks of
transactions in penny stocks.  The broker or dealer must also deliver,  prior to
any  transaction  in a  penny  stock,  a  disclosure  schedule  prepared  by the
Commission  relating to the penny stock market,  which,  in highlight  form, (i)
sets  forth  the  basis on which  the  broker  or  dealer  made the  suitability
determination  and (ii) that the  broker or dealer  received  a signed,  written
agreement from the investor prior to the transaction.  Disclosure also has to be
made about the risks of investing in penny stocks in both public  offerings  and
in secondary  trading,  and about commissions  payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and  remedies  available  to an investor in cases of fraud in penny stock
transactions.  Finally,  monthly  statements have to be sent  disclosing  recent
price information for the penny stock held in the account and information on the
limited  market in penny  stocks.  The OTC  market  differs  from  national  and
regional  stock  exchanges in that it (1) is not cited in a single  location but
operates  through  communication  of  bids,  offers  and  confirmations  between
broker-dealers  and (2)  securities  admitted to quotation are offered by one or
more broker-dealers rather than the "specialist" common to stock exchanges.

     The table  below  sets forth the  reported  high and low bid prices for the
periods  indicated.  The bid prices shown reflect  quotations  between  dealers,
without adjustment for markups, markdowns or commissions,  and may not represent
actual transactions in our securities.

                                                      Bid Price
         Quarter Ended                          High             Low
         -------------                          ----             ---

         March 2002                             $0.90            $0.22
         June 2002                              $0.77            $0.18
         September 2002                         $0.21            $0.06
         December 2002                          $0.75            $0.03

         March 2003                             $0.15            $0.03
         June 2003                              $0.11            $0.05
         September 2003                         $0.09            $0.01
         December 2003                          $0.04            $0.015


                                                                              10

<PAGE>

     (b) Holders. There are 142 holders of our Common Stock, not including those
persons who hold their shares in "street name.".

     (c) Dividends.

     (1) We have not paid any dividends on our Common  Stock.  We do not foresee
that we will have the  ability  to pay a  dividend  on our  Common  Stock in the
fiscal year ending December 31, 2004, unless we successfully consummate a merger
or  acquisition.  There can be no assurances that a dividend will be issued even
if a merger or acquisition is so consummated.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following  discussion  should be read in  conjunction  with our audited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by us, or on our behalf,  whether or
not in future  filings  with the  Securities  and Exchange  Commission.  Forward
looking statements are statements not based on historical  information and which
relate  to  future   operations,   strategies,   financial   results   or  other
developments.  Forward looking  statements are necessarily  based upon estimates
and assumptions that are inherently  subject to significant  business,  economic
and competitive  uncertainties and  contingencies,  many of which are beyond our
control  and many of which,  with  respect  to future  business  decisions,  are
subject to change.  These  uncertainties  and  contingencies  can affect  actual
results and could cause actual results to differ materially from those expressed
in any forward looking  statements made by us, or on our behalf. We disclaim any
obligation to update forward looking statements.

     Because we did not  generate  any  revenues  during  the fiscal  year ended
December 31, 2003, following is our Plan of Operation, instead of our comparison
of our results of operations

Plan of Operation

     We intend to seek to acquire assets or shares of an entity actively engaged
in business which generates revenues, in exchange for its securities. We have no
particular  acquisitions  in mind  but as of the  date of this  Report,  we have
entered into various  discussions  regarding  such a business  combination,  but
there is no definitive agreement with any third party regarding the same.

     We have no full time  employees.  Our  President  has agreed to  allocate a
portion  of his  time  to our  business  activities,  without  compensation.  He
anticipates  that our business plan can be implemented  by his devoting  minimal
time per month to our business affairs and, consequently,  conflicts of interest
may arise with respect to the limited time commitment by such officer.

General Business Plan

     Our purpose is to seek,  investigate and, if such  investigation  warrants,
acquire an  interest  in business  opportunities  presented  to us by persons or
firms who or which desire to seek the  perceived  advantages  of an Exchange Act
registered, trading corporation. We will not restrict our search to any specific
business,  industry,  or  geographical  location  and  we may  participate  in a
business  venture  of  virtually  any kind or  nature.  This  discussion  of the
proposed business is purposefully general and is not

                                                                              11

<PAGE>

meant to be restrictive of our virtually unlimited  discretion to search for and
enter into potential business opportunities.  Management anticipates that we may
be able to participate in only one potential  business  venture  because we have
nominal assets and limited financial resources. See "Part II, Item 7 - Financial
Statements."  This lack of  diversification  should be  considered a substantial
risk to our  shareholders  because  it will not  permit us to  offset  potential
losses from one venture against gains from another.

     We may seek a  business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new  product  or  service,  or for other  corporate  purposes.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

     We  anticipate  that the  selection of a business  opportunity  in which to
participate  will be  complex  and  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

     We have,  and will continue to have, a limited amount of capital with which
to provide the owners of business  opportunities  with any  significant  cash or
other assets.  However,  management  believes we will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered,  trading company without  incurring the cost
and time  required  to  conduct an initial  public  offering.  The owners of the
business  opportunities  will,  however,  incur significant legal and accounting
costs in connection with  acquisition of a business  opportunity,  including the
costs of  preparing  Form  8-K's,  10-K's or  10-KSB's,  agreements  and related
reports  and  documents.  The  Securities  Exchange  Act of 1934  (the "34 Act")
specifically  requires that any merger or acquisition  candidate comply with all
applicable  reporting  requirements,  which include  providing audited financial
statements to be included within the numerous filings relevant to complying with
the 34 Act.  Nevertheless,  our officers and directors have not conducted market
research and are not aware of statistical data which would support the perceived
benefits  of a merger or  acquisition  transaction  for the owners of a business
opportunity.

     The analysis of new business  opportunities will be undertaken by, or under
the supervision  of, our officers and directors,  none of whom is a professional
business analyst.  Management intends to concentrate on identifying  preliminary
prospective  business  opportunities  which may be  brought  to their  attention
through  present  associations  of  our  officers  and  directors,   or  by  our
shareholders.  In analyzing prospective business opportunities,  management will
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated  to impact our proposed  activities;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
of acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  Our officers and directors  expect to meet  personally  with
management  and key  personnel  of the  business  opportunity  as part of  their
investigation.  To the extent possible, we intend to utilize written reports and
personal investigation to evaluate the above

                                                                              12

<PAGE>

factors.  We will not  acquire  or merge  with any  company  for  which  audited
financial statements cannot be obtained within a reasonable period of time after
closing of the proposed transaction.

     Management, while not especially experienced in matters relating to our new
business,  shall rely upon their own efforts and, to a much lesser  extent,  the
efforts of our shareholders,  in accomplishing our business purposes.  It is not
anticipated  that we  will  utilize  any  outside  consultants  or  advisors  to
effectuate our business purposes described herein. However, if we do retain such
an outside consultant or advisor, any cash fee earned by such party will need to
be  paid by the  prospective  merger/acquisition  candidate,  as we have no cash
assets  with  which to pay such  obligation.  There  have been no  contracts  or
agreements with any outside consultants and none are anticipated in the future.

     We will not  restrict our search for any  specific  kind of firms,  but may
acquire a venture which is in its  preliminary  or development  stage,  which is
already in operation,  or in essentially  any stage of its corporate life. It is
impossible  to predict at this time the status of any  business  in which we may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which we may offer.

Acquisition of Opportunities

     In implementing a structure for a particular business  acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing  agreement  with another  corporation  or entity.  We may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of our company. In addition,  our directors may, as part of the terms of
the acquisition  transaction,  resign and be replaced by new directors without a
vote of our shareholders.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it  will  be  undertaken  by the  surviving  entity  after  we  have
successfully consummated a merger or acquisition and we are no longer considered
a "shell"  company.  Until  such time as this  occurs,  we will not  attempt  to
register  any  additional  securities.  The issuance of  substantial  additional
securities and their potential sale into any trading market which may develop in
our  securities  may have a depressive  effect on the value of our securities in
the future, if such a market develops, of which there is no assurance.

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

     As  part  of our  investigation,  our  officers  and  directors  will  meet
personally  with  management and key personnel,  may visit and inspect  material
facilities,  obtain independent  analysis of verification of certain information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures,  to the  extent  of our  limited  financial
resources and management

                                                                              13

<PAGE>

expertise.  The manner in which we participate in an opportunity  will depend on
the nature of the  opportunity,  our  respective  needs and desires,  as well as
those of the other parties,  the management of the  opportunity and our relative
negotiation strength.

     With respect to any merger or acquisition, negotiations with target company
management  is  expected  to focus on the  percentage  of stock which the target
company shareholders would acquire in exchange for all of their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets  and  liabilities,  our  shareholders  will  in  all  likelihood  hold  a
substantially  lesser  percentage  ownership  interest  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target  company with  substantial  assets.  Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

     We will  participate in a business  opportunity  only after the negotiation
and  execution of  appropriate  written  agreements.  Although the terms of such
agreements  cannot be predicted,  generally  such  agreements  will require some
specific  representations  and  warranties by all of the parties  thereto,  will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated  with our  attorneys  and  accountants,  will set forth  remedies  on
default and will include miscellaneous other terms.

     As stated  hereinabove,  we will not acquire or merge with any entity which
cannot provide  independent  audited  financial  statements  within a reasonable
period of time after closing of the proposed transaction.  We are subject to all
of the  reporting  requirements  included  in  the 34  Act.  Included  in  these
requirements  is the  affirmative  duty to file  independent  audited  financial
statements as part of our Form 8-K to be filed with the  Securities and Exchange
Commission upon consummation of a merger or acquisition,  as well as our audited
financial  statements  included  in its annual  report on Form  10-KSB.  If such
audited  financial  statements  are not  available  at  closing,  or within time
parameters  necessary to insure our compliance  with the  requirements of the 34
Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of our present  management.  If such transaction is
voided,  the  agreement  will  also  contain  a  provision   providing  for  the
acquisition  entity to reimburse us for all costs  associated  with the proposed
transaction.

Liquidity and Capital Resources

     At December 31, 2003, we had no cash. Because we are not currently required
to pay salaries to our  officer/directors,  management believes that we have the
ability to continue  operations  through the  foreseeable  future.  In the event
additional  funds are  required to allow us to continue  our  operations,  it is
anticipated  that  these  funds  will be  loaned to us by  management,  as it is
doubtful  that we will be able to obtain  loans from any  established  financial
institution.  It is further  anticipated that we will continue to incur expenses
without  corresponding  revenues during the foreseeable  future.  See "Part III,
Item 12, Certain Relationships and Related Transactions," below.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We have  identified  critical  accounting  policies  that,  as a result  of
judgements,  uncertainties,   uniqueness  and  complexities  of  the  underlying
accounting standards and operation involved, could

                                                                              14

<PAGE>

result in material  changes to our  financial  position or results of operations
under  different  conditions or using different  assumptions.  The most critical
accounting policies and estimates are:

     >    The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America 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 revenue and expenses during the reporting  period.
          Actual results could differ from those estimates.

     >    Fair  value of  instruments.  Our  financial  instruments  consist  of
          accounts  receivable,  accounts  payable and long term debt.  The fair
          value of financial instruments approximate their recorded values. Fair
          value of loans payable to  stockholders  and balances of bank lines of
          credit, in the circumstances, are not reasonably determinable.

     Details  regarding our use of these policies and the related  estimates are
described in the accompanying  consolidated  financial statements as of December
31, 2003 and 2002 and for the years ended December 31, 2003 and 2002. During the
year ended  December  31, 2003,  there were no material  changes to our critical
accounting  policies  that  impacted  our  consolidated  financial  condition or
results of operations.

Inflation

     Although  management  expects that our  operations  will be  influenced  by
general  economic  conditions  once and if we implement our new business plan of
engaging in a business  combination and we commence generating  revenues,  we do
not believe that  inflation  had a material  effect on our results of operations
during the fiscal year ended December 31, 2003.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              15

<PAGE>


                           Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                                2228 South Fraser Street
                                                                          Unit 1
                                                         Aurora, Colorado  80014



                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

Board of Directors
Nevada Holding Group, Inc.
New York, New York

     I have audited the accompanying balance sheet of Nevada Holding Group, Inc.
as of December 31, 2003 and the related statements of operations,  stockholders'
equity, and cash flows for the year then ended.  These financial  statements are
the responsibility of the Company's management.  My responsibility is to express
an opinion on these financial statements based on my audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards in the United States of America.  Those standards  require that I 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. I believe my audit provides a reasonable basis
for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in all material respects,  the consolidated financial position of Nevada Holding
Group,  Inc. as of December 31, 2003, and the results of its operations and cash
flows for the year  ended  December  31,  2003,  in  conformity  with  generally
accepted accounting principles in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  regarding  these  matters  are  described  in the notes to the  financial
statements.  The financial  statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Larry O'Donnell, CPA PC
Aurora, Colorado
April 27, 2004

                                                                              16

<PAGE>




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



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

We have audited the accompanying balance sheets of Nevada Holding Group, Inc. as
of  December  31,  2002 and 2001,  and the  related  statements  of  operations,
stockholders'  equity,  and cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

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

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


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


Las Vegas, Nevada
February 24, 2003

                                                                              17

<PAGE>


NEVADA HOLDING GROUP, INC.

BALANCE SHEETS

December 31,


ASSETS                                                     2003          2002
--------------------------------------------------------------------------------


Current Assets:
Cash                                                     $       0    $      90
Marketable Securities                                            0       13,600
Prepaid Expenses                                                 0            0
                                                         ---------    ---------
Total Current Assets                                     $       0    $  13,690
                                                         ---------    ---------

Total Assets                                             $       0    $  13,690
                                                         =========    =========



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable and accrued expenses                    $  51,000    $  24,419
Convertible notes payable                                        0       15,000
Accrued Officers Salaries Payable                           14,000            0
                                                         ---------    ---------
Total Current Liabilities                                $  65,000    $  39,419

Stockholders' Equity (Deficit):
Common Stock, $0.001 par value, 200,000,000
   Authorized; 9,754,400 and 8,754,400
   shares Issued and outstanding                         $   9,754    $   8,754
Additional paid-in capital                                 284,798      255,798
Retained (Deficit)                                        (359,552)    (290,281)
                                                         ---------    ---------
Total Stockholders' Equity (Deficit)                     $ (65,000)   $ (25,729)
                                                         ---------    ---------


Total Liabilities and Stockholders' Equity (Deficit)     $       0    $  13,690
                                                         =========    =========







See Notes to Financial Statements

                                                                              18

<PAGE>

NEVADA HOLDING GROUP, INC.


STATEMENT OF OPERATIONS

For the years ended December 31,

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

                                                    2003         2002
                                                 ---------    ---------
Revenues:

   Consulting Fees                               $    None    $    None

   Cost of Revenue                                    None         None
                                                 ---------    ---------

         Gross Profit (Loss)                          None         None

Expenses:

   General and administrative                       70,448       96,965
                                                 ---------    ---------
(Loss) from operations                             (70,448)     (96,965)

Other Income (loss):

   Interest Income (Expense)                          (562)         240
   Gain (Loss) investment                            1,739            0
   Unrealized (loss) on marketable securities            0       (2,057)
                                                 ---------    ---------

         Total other income and losses              (1,177)      (1,817)
                                                 ---------    ---------

         Net (loss) from continuing operations     (69,271)     (98,782)

Discontinued Operations:

   (Loss) on discontinued operations                     0      (62,000)
                                                 ---------    ---------

         Net (loss)                              $ (69,271)   $(158,725)
                                                 =========    =========

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






See Notes to Financial Statements

                                                                              19

<PAGE>

<TABLE>
NEVADA HOLDING GROUP, INC.

STATEMENT OF CASH FLOWS

For the years ended December 31,

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

<CAPTION>
                                                                             2003        2002
                                                                          ---------    ---------
<S>                                                                       <C>          <C>
Cash flows from operating activities:
   Cash received from customers                                           $       0    $       0
   Cash paid to vendors                                                     (43,690)     (37,101)
   Cash advanced on notes receivable                                              0            0
   Interest received                                                              0          240
                                                                          ---------    ---------
         Net cash (used in) operating activities                            (43,690)     (36,861)

Cash flows from investing activities:
   Purchase of investments                                                        0     (102,667)
   Proceeds from sale of investments                                         13,600       25,010
   Loans to related parties                                                       0        8,000
   Repayment of loans from related parties                                        0       (8,000)
                                                                          ---------    ---------
         Net cash (used in) investing activities                             13,600      (77,657)
Cash flows from financing activities:
   Proceeds from convertible notes payable                                        0       15,000
   Proceeds from issuance of common stock                                    30,000       87,010
                                                                          ---------    ---------
         Net cash provided by financing activities                           30,000      102,010

Increase (decrease) in cash                                                     (90)     (12,508)

Cash, beginning of year                                                          90       12,598
                                                                          ---------    ---------

Cash, end of year                                                         $       0    $      90
                                                                          =========    =========

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

Net (loss)                                                                $ (69,271)   $(160,782)
Items not requiring cash:
   Decrease in fair market value of marketable securities                         0        2,057
   Loss on discontinued operations                                                0       62,000
   (Increase) decrease in prepaid expenses                                        0        2,535
   Increase in accounts payable and accrued expenses                         25,581       23,829
   Common stock issued for services rendered                                      0       33,500
                                                                          ---------    ---------
Net cash (used in) operating activities                                   $ (43,690)   $ (36,861)
                                                                          =========    =========


</TABLE>

See Notes to Financial Statements

                                                                              20

<PAGE>

<TABLE>
NEVADA HOLDING GROUP, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

--------------------------------------------------------------------------------
<CAPTION>
                                                     Additional
                                                  Paid in Capital
                                                  (Shares issued
                                   Common Stock       for less      Retained
                                 Shares    Value      than par)     (deficit)   Total
---------------------------------------------------------------------------------------
<S>                            <C>        <C>         <C>           <C>         <C>
Balance at January 1, 2001     1,111,200  $1,111      $ 83,831      $ (84,942)       --

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

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

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

Net (loss)                            --      --            --        (44,557)  (44,557)
                               ---------   -----      --------      ---------   -------
Balance at December 31, 2001   3,404,400   3,404       140,638       (129,499)   14,543

Issuance of common stock:
During January, 2002 for cash  1,600,000   1,600        14,400             --    16,000

Jjune 6, 2002 for cash           400,000     400        70,610             --    71,010

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

Net (loss)                            --      --            --       (160,782) (160,782)
                               ---------   -----      --------      ---------   -------

Balance at December 31, 2002   8,754,400   8,754       255,798       (290,281)  (25,729)

Shares for Cash
@$0.03 per share
506 PPM                        1,000,000   1,000        29,000             --    30,000

Net (Loss)                            --      --            --        (69,271)  (65,271)
                               ---------   -----      --------      ---------   -------
Balance at December 31, 2003   9,754,400   9,754       284,798       (359,552)  (65,000)

</TABLE>


See Notes to Financial Statements

                                                                              21

<PAGE>

NEVADA HOLDING GROUP, INC.
(A Development Stage Company)

DECEMBER 31, 2003

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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

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

Nature of business

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

Estimates

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

Summary of accounting policies

Revenue recognition:
--------------------
Revenue is recognized for services that are performed and billed.

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

Comprehensive income:
---------------------
There is no difference or reconciling items between net income and comprehensive
income for the quarter ended December 31, 2003.

Note 2.  Stock issuances

The Company is authorized to issue 200,000,000 shares of Common Stock, par value
$0.001 per share. The Company does not have Preferred Stock.

As of December 31, 2001,  the Company has  3,404,400  Common  Shares  issued and
outstanding. There are no preferred shares authorized.

                                                                              22

<PAGE>

NEVADA HOLDING GROUP, INC.
(A Development Stage Company)

DECEMBER 31, 2003

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 2.  Stock issuances - continued

During January 2002, the Company issued  1,600,000  Common Shares to consultants
for  the  Company  pursuant  to a S-8  Registration  Statement  filed  with  the
Securities and Exchange Commission.

On June 26, 2002,  the Company  issued 400,000 Common Shares to a consultant for
the Company pursuant to a S-8  Registration  Statement filed with the Securities
and Exchange Commission.

On September 1, 2002, the Company issued  3,350,000  Common Shares to 4 officers
and directors of the Company pursuant to Employment  Agreements.  The Employment
Agreements provide the Company with a dedicated management team that will ensure
the future  development of the Company.  In consideration  for entering into the
Employment  Agreements the officers and directors  received a total of 2,000,000
Common Shares.  In addition,  1,350,000 Common Shares were issued for performing
the duties of Chief  Executive  Officer,  Secretary and Directors of the Company
since it was founded on October 28, 1999.

As of December 31, 2002,  the Company has  8,754,400  Common  Shares  issued and
outstanding. There are no preferred shares authorized.

During January and February 2003, the Company issued  1,000,000 Common Shares to
a total of ll  accredited  investors  pursuant to  Regulation D, Rule 506 of the
Securities Act of 1933, as amended.  These shares are restricted  under Rule 144
of the Act. The Company  realized a total of $30,000 from the placement of these
securities.

As of December 31, 2003,  the Company has  9,754,400  Common  Shares  issued and
outstanding. There are no preferred shares authorized.

Note 3.  Related party transactions

Notes receivable:
-----------------

During the quarter  ended March 31, 2002,  the Company  received a 10% Note from
American  Equities Corp. in the amount of $10,000.  American Equities Corp. paid
the Company in full on March 11,  2002.  The  Company  earned a total of $240 in
interest from the loan to American  Equities Corp.  American Equities Corp. is a
Nevada  corporation  that is  controlled  by the officers  and  directors of the
Company.

Services from affiliated companies:
-----------------------------------

During the year ended  December 31, 2002,  the Company  utilized the services of
High  Desert   Consultants,   Inc.,  Venture  Funding  Group,  Inc.  and  Nevada
Bookkeeping  Corp.,  Nevada  corporations  that  are  controlled  by  Thomas  R.
Meinders.  For the year ended December 31, 2003, High Desert Consultants,  Inc.,
Venture Funding Group,  Inc. and Nevada  Bookkeeping Corp. were paid $32,647 for
consulting services,  reimbursement of legal fees paid,  reimbursement of travel
expenses and document  preparation.  For the year ended December 31, 2002,  High
Desert  Consultants,  Inc.  Venture Funding Group,  Inc. and Nevada  Bookkeeping
Corp.  were  paid a total  of  $17,250  for  consulting  services  and  document
preparation.

                                                                              23

<PAGE>

NEVADA HOLDING GROUP, INC.
(A Development Stage Company)

DECEMBER 31, 2003

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 4.  Going concern

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

Note 5.  Planned acquisitions

The Company  entered into a "Share Exchange  Agreement" to exchange  108,000,000
common  shares of the  Company for  108,000,000  common  shares of Green  Valley
Gaming  Enterprises,  Inc. The majority of the  shareholders of the Company have
approved the Share  Exchange.  The Share  Exchange  will become  effective  upon
acceptance  from the Securities and Exchange  Commission.  The Company filed the
Information  Statement pursuant to Section 14(c) of the Securities  Exchange Act
of 1934.

On December 30, 2003, the Company terminated the Share Exchange Agreement due to
the fact that the financial statements of Green Valley Gaming Enterprises,  Inc.
were not  being  accepted  in the  filings  with  the  Securities  and  Exchange
Commission  and that the  Share  Exchange  could  not be  completed  in a timely
manner.  Additionally,  the costs of  additional  legal fees and cost of audited
financial  statements  would make the  completion of the Share  Exchange  highly
unlikely due to the lack of funds.

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

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

                                                                              24



<PAGE>

NEVADA HOLDING GROUP, INC.
(A Development Stage Company)

DECEMBER 31, 2003

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 6.  Income taxes

On December  31, 2003,  the Company has a net  operating  loss carry  forward of
$359,552 that is available in subsequent  years.  No tax benefit is reflected in
the financial  statement  because  there is no certainty  that the net operating
loss will be utilized.

Note 7.  Loss per share

Loss per share of common stock applicable to common  stockholders is computed by
dividing  net loss by the  weighted  average  number of  shares of common  stock
outstanding  during the period of 9,754,400 for the year ended December 31, 2003
and 8,754,400 for the year ended December 31, 2002.

Note 8.  Accrued Officers Consulting Payable

During the year ended December 31, 2003, the Company accrued consulting fees for
the officers and  directors of the Company.  The Chairman of the Board and Chief
Executive Officer,  President and Chief Financial Officer was accrued a total of
$7,000. The Secretary and Director was accrued a total of $7,000.






























                                                                              25

<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

Subsequent Event

     In March  2004,  we filed a report  on Form  8-K,  advising  that our prior
independent auditors,  Beadle, McBride, Evans & Reeves LLP ("Beadle"),  had been
discharged  and replaced  with Larry  O'Donnell,  CPA, who audited our financial
statements  for our  fiscal  year  ended  December  31,  2003,  which  financial
statements are included in this report.  There were no disagreements with Beadle
on any on any matter of accounting principles or practices,  financial statement
disclosure,  or  auditing  scope  of  procedures,  which  disagreements,  if not
resolved to the satisfaction of Beadle, would have caused them to make reference
in connection with its reports to the subject matter of the disagreements.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Directors are elected for one-year  terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers continue in office at the pleasure of the Board of Directors.

     Our Directors and Officers as of the date of this report are as follows:

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

         Henry Val            44          Chief Executive Officer/President
                                          and Director

     All Directors of our Company will hold office until the next annual meeting
of the shareholders  and until  successors have been elected and qualified.  Our
Officers are elected by the Board of Directors and hold office until their death
or until they resign or are removed from office.

     (b) Resumes:

     Henry Val assumed his positions as our Chief Executive  Officer,  President
and a director of our Company in March 2004. In addition to his  positions  with
our company,  since January 1998, Mr. Val has been Chief  Executive  Officer and
Chairman of the Board of MaxPlanet  Corp., a publicly held Delaware  corporation
based in New Jersey, an integrated Internet development company which focuses on
creating  and  expanding  strategic  alliances  for its network of consumer  and
business oriented websites. He has been associated with MaxPlanet since 1993, as
a  consultant.  Since  January  2003,  Mr. Val has also been the sole manager of
Delta Capital LLC a privately held limited  liability company company engaged in
business  consulting.  Mr.  Val  devotes  only  such  time as  necessary  to our
business.

ITEM 9B.  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers,  directors  and person who own more than 10% of the  Company's  Common
Stock to file reports of ownership

                                                                              26

<PAGE>

and changes in ownership with the Securities and Exchange Commission. All of the
aforesaid  persons are required by SEC  regulation  to furnish us with copies of
all  Section  16(a) forms they file.  Mr.  Henry Val,  our  current  officer and
director,  filed his initial Form 3 late. The information contained below herein
under "Item 11, Security  Ownership of Certain Beneficial Owners and Management"
is correct as of the date of this report.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of  compensation  for services to us
for the fiscal  years ended  December  31, 2003 and 2002 of our Chief  Executive
Officer.

<TABLE>
                           SUMMARY COMPENSATION TABLE

<CAPTION>
                                                 Long Term Compensation
                                            ---------------------------------
                      Annual Compensation            Awards           Payouts
                    ----------------------  ------------------------  -------
                                   Other
                                   Annual   Restricted   Securities            All Other
 Name and                          Compen-     Stock     Underlying    LTIP     Compen-
Principal           Salary  Bonus  sation     Award(s)  Options/SARs  Payouts   sation
 Position     Year   ($)     ($)    ($)         ($)          (#)        ($)       ($)
----------    ----  ------  -----  -------  ----------  ------------  -------  ---------
<S>           <C>   <C>     <C>    <C>      <C>               <C>     <C>      <C>
Melanie S.    2003  $    0  $   0  $     0  $        0        0       $     0  $       0
Meinders (1)  2002  $    0  $   0  $     0  $        0        0       $     0  $       0
Chief
Executive
Officer/
President,
Treasurer &
Director
<FN>
(1)  Ms.  Meinders  resigned  her  positions  with us and Mr.  Val  assumed  his
positions with us in March 2004..
</FN>
</TABLE>

     It is not anticipated that any executive officer will receive 9compensation
exceeding  $100,000 during the fiscal year ending  December 31, 2004,  except in
the event we successfully  consummate a business combination,  of which there is
no assurance.

     We maintain a policy  whereby our directors may be  compensated  for out of
pocket  expenses  incurred by each of them in the  performance of their relevant
duties.  We did not reimburse any director for such expenses during fiscal years
2003 or 2002.

     In addition to the cash  compensation  set forth above,  we reimburse  each
executive officer for expenses incurred on our behalf on an out-of-pocket basis.
We cannot  determine,  without undue  expense,  the exact amount of such expense
reimbursement.  However,  we believe that such reimbursements did not exceed, in
the aggregate, $1,000 during the fiscal year ended December 31, 2003.

     During 2002 and 2003,  our then officers and directors  were retained under
employment  agreements  containing adequate  compensation and benefits to insure
our growth and development.  The then Board of Directors approved all employment
and  compensation  pursuant to Article 5.05 of our By-Laws.  They resigned their
respective  positions with us in March 2004 and released us from any outstanding
obligations arising under these agreements.

                                                                              27

<PAGE>

     During the year ended  December  31,  2002,  we  accrued  salaries  for our
officers  and  directors.  Our then  Chairman  of the Board and Chief  Executive
Officer  accrued a total of $4,200,  the President and Chief  Financial  Officer
accrued a total of $2,800,  the Secretary and Director accrued a total of $3,500
and the Vice  President  accrued  a total of $700.  The total  accrued  officers
salaries for the year ended  December 31, 2002 was $11,200.  These salaries were
accrued at 17.5% of the terms of their  respective  Employment  Agreements.  Our
President and Vice President resigned on December 30, 2002 and the other members
of our  management  resigned  their  positions  in March 2004.  Each such person
released us from any outstanding  obligations  arising under these agreements as
part of the terms of their resignation.

     Our current officer does not receives any additional  compensation  for his
services as a director.  However,  directors are entitled to be  reimbursed  for
reasonable and necessary  out-of-pocket  expenses incurred by them in connection
with meetings of the Board of Directors or other matters of our business.

Stock Plan

     There  are no bonus  or  incentive  plans  in  effect,  nor are  there  any
understandings  in place  concerning  additional  compensation  to our  officers
and/or  directors.  It is anticipated  that we will adopt a stock option plan in
the near future.  Additionally,  there are no other retirement,  pension, profit
sharing,  stock option or insurance programs or other similar programs have been
adopted by us for the benefit of our employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     (a) and (b) Security Ownership of Certain Beneficial Owners and Management.

     The table below lists the beneficial  ownership of our voting securities by
each  person  known by us to be the  beneficial  owner  of more  than 5% of such
securities,  as well as by all of our directors and officers.  Unless  otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

                                             Amount and Nature of
                       Name and Address           Beneficial         Percent
Title of Class       of Beneficial Owner          Ownership          of Class
--------------       -------------------          ----------         --------
Common           Netter, LLC (1)                  80,000,000           86.2%
                 419 Park Avenue South,
                 Suite 1302
                 New York, New York 10016

Common           All Officers and Directors       80,000,000           86.2%
                 as a Group (1 person)

--------------------
(1)  Mr. Henry Val, our Chief Executive Officer/President and our sole director,
     is the manager and his family are the sole members of this LLC.

                                                                              28

<PAGE>

     The balance of our outstanding  Common Shares are held by 141 persons,  not
including those persons who hold their shares in "street name.".

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Mr.  Val,  our Chief  Executive  Officer/President  and a  director  of our
Company,  also  provides  us with our  principal  office  space,  which space is
provided to us on a rent free basis.

     During 2002 and 2003,  from time to time,  we utilized the services of High
Desert  Consultants,  Inc.,  Venture Funding Group, Inc. and Nevada  Bookkeeping
Corp.  These  services  were  performed  for our  benefit  at  prices  that were
discounted to the  competition.  Mrs.  Meinders,  a former  officer and director
during 2002 and 2003, is a minority shareholder in High Desert Consultants, Inc.
and Venture Funding Group,  Inc. Mrs.  Meinders did not receive any compensation
from High Desert Consultants, Inc. or Venture Funding Group, Inc. with regard to
the services that were  performed for us. Thomas R. Meinders  husband of Melanie
S.  Meinders  is the  majority  shareholder  in High Desert  Consultants,  Inc.,
Venture Funding Group,  Inc. and Nevada  Bookkeeping  Corp. We no longer utilize
these services as of the date of this report.

     During the year ended  December  31,  2002,  we  utilized  the  services of
Venture Funding Group,  Inc., a Nevada  corporation that is controlled by Thomas
R. Meinders,  husband of Melanie S.  Meinders,  a former officer of our company.
For the year ended  December  31, 2002,  Venture  Funding  Group,  Inc. was paid
approximately  $10,200 for  document  preparation  services.  For the year ended
December 31, 2001,  Venture Funding Group, Inc. was paid  approximately  $58,300
for document preparation services. We no longer utilize these services as of the
date of this report.

     During the year ended  December 31, 2002,  we utilized the services of High
Desert  Consultants,  Inc., a Nevada corporation that is controlled by Thomas R.
Meinders,  husband of Melanie S. Meinders,  a former officer of our company. For
the year ended  December  31,  2002,  High  Desert  Consultants,  Inc.  was paid
approximately  $4,800 for consulting  services.  For the year ended December 31,
2001,  High  Desert  Consultants,   Inc.  was  paid  approximately  $23,800  for
consulting services. In addition,  High Desert Consultants,  Inc. was reimbursed
approximately  $1,500 for certain expenses.  We no longer utilize these services
as of the date of this report.

     The services of Nevada  Bookkeeping Corp. were not utilized during the year
ended  December 31, 2002.  During the year ended  December 31, 2001, we utilized
the  services  of  Nevada  Bookkeeping  Corp.,  a  Nevada  corporation  that  is
controlled  by Thomas R.  Meinders,  husband of Melanie  S.  Meinders,  a former
officer of our company. For the year ended December 31, 2001, Nevada Bookkeeping
Corp. was paid approximately $3,900 for bookkeeping services and the preparation
of stock  certificates.  We no longer  utilize these  services as of the date of
this report.

     There were no other related party  transactions  which occurred  during the
past  two  years  and  which  are  required  to be  disclosed  pursuant  to  the
requirements included under Item 404 of Regulation SB.


                                                                              29

<PAGE>

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits

         3.1*  Certificate and Articles of Incorporation and Amendments thereto.

         3.2*  Bylaws

         31    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002.

         32    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002.
-----------------------
* Previously filed with the Securities and Exchange Commission

     (b) Reports on Form 8-K

     We did not file any reports on Form 8-K during the last calendar quarter of
the fiscal year ended December 31, 2003.

ITEM 14.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

     Disclosure  controls and procedures are designed to ensure that information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act of 1934 is recorded,  processed,  summarized  and reported,  within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission.  Disclosure  controls and procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  in the reports  filed under the  Securities  Exchange  Act of 1934 is
accumulated  and  communicated  to  management,  including  our Chief  Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding required disclosure.

     Within the 90 days prior to the filing date of this report,  we carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures  pursuant to Exchange Act Rule 13a-14.  This  evaluation
was done  under the  supervision  and with the  participation  of our  Principal
Executive Officer, who is also our Principal Financial Officer.  Based upon that
evaluation,  they  concluded  that our  disclosure  controls and  procedures are
effective in gathering,  analyzing and disclosing  information needed to satisfy
our disclosure obligations under the Exchange Act.

Changes in Internal Controls
----------------------------

     There were no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect those  controls  since the most recent
evaluation of such controls.

                                                                              30

<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on September 14, 2004.

                                NEVADA HOLDING GROUP, INC.
                                (Registrant)


                                By: s/ Henry Val
                                   ---------------------------------------------
                                   Henry Val, Chief Executive Officer/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
indicated on September 14, 2004.


 s/ Henry Val
-------------------------------------
Henry Val, Director



                                                                              31