UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                          FORM 10-KSB


     [X] Annual report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                   For the fiscal year ended December 31, 2003
                                            -------------------

                     Commission File Number: 000-25947
                                            -----------


                   NORTH AMERICAN LIABILITY GROUP, INC.
           ---------------------------------------------------
           (Formerly Stanfield Educational Alternatives, Inc.)
             (Name of Small Business Issuer in its Charter)




          Florida                                      65-0386286
-------------------------------                   -------------------
(State or Other Jurisdiction of                      (IRS Employer
 Incorporation or Organization)                   Identification No.)

2929 East Commercial Boulevard,  Suite 610, Ft. Lauderdale, FL    33308
--------------------------------------------------------------  ----------
         (Address of Principal Executive Offices)               (Zip Code)

     11891 U.S. Highway One, Suite 100 North Palm Beach, FL 33408
     ------------------------------------------------------------
           (Former Address of Principal Executive Offices)


                              (954) 771 5500
                        ---------------------------
                        (Issuer's Telephone Number)


    Securities registered under Section 12(b) of the Exchange Act:

                                  NONE

    Securities registered under Section 12(g) of the Exchange Act:

                           Common Stock, no par value

     Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.

                                                           [X] YES [] NO

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is 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. [ ] The issuer is a
development stage company, and as such has yet to generate substantial
revenues.

As of April 14, 2004, the issuer had 125,124,898 shares of Common Stock
outstanding.

Documents incorporated by reference: NONE


<PAGE>

                             PART I


     This Annual Report on Form 10-KSB contains forward-looking
statements that are not statements of historical fact. Forward-looking
statements by their nature involve substantial risks and uncertainties,
and actual results may differ materially from such statements. These
forward-looking statements are based on the Company's expectations and
are subject to a number of risks and uncertainties, including but not
limited to, those risks associated with economic conditions generally and
the economy in those areas where the Company has or expects to have
assets and operations; risks relating to changes in interest rates and
in the availability, cost and terms of financing; risks related to the
performance of financial markets; risks related to changes in domestic
and foreign laws, regulations and taxes; risks associated with future
profitability; and other factors discussed elsewhere in this report.


Item 1.  Description of Business
         -----------------------

     North American Liability Group, Inc. (formerly known as Stanfield
Educational Alternatives, Inc. ("Stanfield") and formerly known as
Innovative Technology Systems, Inc.("Innovative")) (the "Company") is
presently a development stage company.

     On December 30, 1999, we entered into an agreement with The National
Children's Reading Foundation to purchase intellectual properties and
certain fixed assets at fair market value. Lawrence W. Stanfield, who was
then our CEO and President, was the sole shareholder of The National
Children's Reading Foundation. On  January 12, 2000, we changed our name
to Stanfield Educational Alternatives, Inc.   On April 24, 2000, we
opened our first corporate advancement center, and we had planned to open
two additional centers in the fall of 2000. However, as of December 31,
2001 these plans were abandoned and the Corporate center was closed. At
this time, we were an educational corporation and franchiser of the
Stanfield Ed-vancement Centers, a network that provided a comprehensive
range of educational and tutorial services to individuals of all ages. We
also developed and published a variety of specialized educational
programs including a computer global Internet educational campus in
various languages. We developed a variety of educational programs for
children of all ages for both video and television production.


                                 2
<PAGE>


Change in Business Focus and Change in Control
----------------------------------------------

     However, we were never able to commence meaningful business
operations or generate sufficient revenues or capital to launch our
business in a meaningful sense. As such, we abandoned our plans to
operate as an educational corporation. As a result, on June 20, 2003,
Larry Stanfield entered into an agreement, subject to some conditions,
to transfer his holdings in us to Bradley Wilson and Mr. Wilson became
our sole officer and director. Those contingencies have all been met. At
that time, due to our lack of business operations, we could be defined
as a "shell" company whose sole purpose at the time was to locate and
consummate a reverse merger or reverse acquisition with an unidentified
private entity.

     On October 2, 2003, we completed a triangular merger with Nor-
American Liability Corporation ("Nor-American"). Nor-American is a newly
formed Florida corporation that was created to support the development
of captive insurance programs. Nor-American is a development stage
company that has received no revenues to date. At the closing, the
Company acquired all of Nor-American's issued and outstanding shares of
common stock in exchange for 160,000,000 "unregistered" and "restricted"
shares of our common stock. The exchange was on a 16 for 1 basis, with
Nor-American having 10,000,000 shares of common stock issued and
outstanding. As a result of the Merger, Nor-American became a wholly-
owned subsidiary of us.

     Through our new subsidiary, we intend to provide services to
professional groups seeking to obtain affordable professional liability
insurance rates through the creation of captive insurance companies. We
anticipate our services to include evaluation, development and management
of captive insurance programs. We will seek physicians, attorneys,
condominium associations and other business and professional groups in
similar industries to assist in the creation and management of captive
insurance programs. There is no assurance that we will be able to
accomplish any of these goals.

Employees
---------

     As of December 31, 2003, we had one employee. This employee is
considered full-time and is not represented by a union. We believe our
relationship with our employee to be good.

Environmental Laws
------------------

     We believe we are in compliance with all environmental laws. Future
compliance with environmental laws is not expected to have a material
adverse effect on the business.


Item 2.  Properties
         ----------

     While operating as Stanfield, we defaulted on our previous lease
agreement and in fact was evicted from its offices. We have recently
signed a one year lease ending December 31, 2004 for approximately 1500
square feet to maintain its Executive offices, located at 2929 East
Commercial Boulevard, Suite 610, Ft. Lauderdale, FL 33308.  The rent is
$1,415  per month and is currently prepaid for one (1) month. The monthly


                                 3
<PAGE>


rent includes heat and utilities.  The Company has paid a refundable
security deposit of $2,830. In addition, we lease an apartment for one
member of the Subsidiary's Board of Directors.  The lease is non-
cancelable and expires November 30, 2004.  Rent and fees paid at December
31, 2003 amount to $3,438.  The amount of rent remaining to be paid at
December 31, 2003 was $15,695, all of which is due to be paid in 2004.


Item 3.  Legal Proceedings
         -----------------

     Due to our financial difficulties, we defaulted on a number of debt
and lease obligations. We were evicted from our premises and several
judgments totaling approximately $310,000 were entered against us. We are
currently trying to resolve these obligations through settlements.
However, there is no assurance that we will be able to settle on terms
favorable to us and if we are unable to do so, this will have a material
adverse affect on our ability to operate properly in the future.


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

     No items were submitted to a vote of security holders during the
year ended December 31, 2003.


                            PART II


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

     Our common stock is listed for trading on the Over-the-Counter
Bulletin Board inter-dealer trading system. The Company's trading symbol
is NALG. We declared no dividends on our common stock during the year
ended December 31, 2003, and we do not anticipate paying dividends in the
future. The high and low closing inter-dealer sales prices for each
quarter of the last fiscal year are as follows:

<TABLE>
<CAPTION>
                                        2003                   2002*
                                  HIGH         LOW       HIGH        LOW
<S>                              <C>           <C>       <C>         <C>
             1st Qtr             13.00         6.00      1.01        0.51
             2nd Qtr             10.00         3.00      1.60        0.60
             3rd Qtr             8.00          0.25      1.45        0.25
             4th Qtr             2.00          0.25      0.15        0.10
</TABLE>

*Does not give effect to any stock splits.


     As of December 31, 2003, the number of shareholders of record was
approximately 390.


                                 4
<PAGE>


Item 6.  Management's Discussion and Analysis or Plan of Operations
         ----------------------------------------------------------

FORWARD LOOKING STATEMENTS

     All statements contained herein that are not historical facts,
including but not limited to, statements regarding the anticipated impact
of future capital requirements and future development plans are based on
current expectations. These statements are forward looking in nature and
involve a number of risks and uncertainties. Actual results may differ
materially. Among the factors that could cause actual results to differ
materially are the following: amount of revenues earned by the Company's
operations; the availability of sufficient capital to finance the
Company's business plan on terms satisfactory to the Company; general
business and economic conditions; and other risk factors described in the
Company's reports filed from time to time with the Commission. The
Company wishes to caution readers not to place undue reliance on any such
forward looking statements, which statements are made pursuant to the
Private Securities Litigation Reform Act of 1995 and, as such, speak only
as of the date made.


Results of Operations
---------------------

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
---------------------------------------------------------------------

     We had no revenues for the years ended December 31, 2003 and
December 31, 2002. Our prior operations failed to generate any revenues
and since merging with Nor-American, a newly formed company, we have also
had no revenues. There is no assurance that we will have revenues in
fiscal 2004.

     As we had no sales in either 2003 or 2002, we had no cost of sales
for those fiscal years.

     Operating expenses for 2003 were $178,937 as compared to $122,861
for 2002, an increase of approximately $56,000 or 45%. This increase was
due to the Company ceasing its operations in the education business and
its initial costs for reorganizing itself as a management services
business.

     Other expenses for the year ended December 31, 2003 were $137,479
as compared to $303,370 for the year ended December 31, 2002, a decrease
of approximately $166,000 or 55%. Again, this was due to the cessation
of operations.

     The Company's net loss for the year ended December 31, 2003 was
$316,416 as compared to $426,231 for the year ended December 31, 2002,
a decrease of approximately $110,000 or 26%. This decrease in net loss
was primarily due to the decrease in other expenses as referenced above.

     As a result of the foregoing, for the year ended December 31, 2003,
the Company had a loss per share of $0.01 as compared to a loss per share
of $15.35 for the year ended December 31, 2002, on both a basic and fully
diluted basis. No conversion of common stock equivalents has been assumed
as such conversion would have an antidilutive effect on diluted loss per
common share amounts. Once again, the Company attributes the decrease in
loss per share to the decrease in the Company's other expenses and to the


                                 5
<PAGE>


issuance of shares in fiscal 2003.

Other Events
------------

     On October 2, 2003, we completed a triangular merger with Nor-
American Liability Corporation. Nor-American is a newly formed Florida
corporation that was created to support the development of captive
insurance programs. Nor-American is a development stage company that has
generated no revenues to date. At the closing, we acquired all of Nor-
American's issued and outstanding shares of common stock in exchange for
160,000,000 "unregistered" and "restricted" shares of our common stock.
The exchange was on a 16 for 1 basis, with Nor-American having 10,000,000
shares of common stock issued and outstanding. As a result of that
merger, Nor-American became our wholly owned subsidiary and we changed
our name to our current name, North American Liability Group, Inc.

     We intend through our new subsidiary, to provide services to
professional groups seeking to obtain affordable professional liability
insurance rates through the creation of captive insurance companies. Our
services are anticipated to include evaluation, development, and
management of captive insurance programs. We will seek physicians,
attorneys, condominium associations and other business and professional
groups in similar industries to assist in the creation and management of
captive insurance programs. There is no assurance that we will be
successful in launching our intended business.

     The controlling shareholder of Nor-American Liability Corporation
was Bradley Wilson, and pursuant to the terms of the Plan and Agreement
of Merger, the shareholders of Nor-American Liability Corporation
received 160,000,000 shares of common stock of the Registrant. As of
December 31, 2003, taking into account a forward split of the 2001A
Convertible Preferred Stock, and the issuance of new stock pursuant to
the terms of the merger, and assuming conversion of all of the
outstanding shares of 2001A Convertible Preferred Stock, the former
shareholders of Nor-American Liability Corporation owned 51.4% of the
common stock of the Registrant on a fully diluted basis. The transaction
involved the retirement and cancellation of 775,000 shares of 2001A
Convertible Preferred Stock equivalent to 96,875,000 shares of common
stock, which was owned by John W. Bylsma, the former controlling
shareholder. As of December 31, 2003, Mr. Wilson owned or controlled
50.8% of the common stock of the Company, assuming full conversion of all
outstanding preferred stock.

     The source of the consideration used by the Nor-American
stockholders to acquire their interest in the Company was the exchange
of their respective shares of the outstanding securities of Nor-American.
The primary basis of the "control" by the Nor-American stockholders is
stock ownership and/or management positions.

     The principal terms of the Plan and Agreement of Merger were:

     1.   The issuance of 160,000,000 "unregistered" and "restricted"
          shares of our common stock in exchange for all of Nor-


                                 6
<PAGE>


          American's issued and outstanding shares of common stock. The
          exchange was on a 16 for 1 basis, with Nor-American having
          10,000,000 shares of common stock issued and outstanding. As
          a result of the Merger, Nor-American became our wholly owned
          subsidiary.

     2.   The cancellation of 775,000 shares of 2001A Convertible
          Preferred Stock owned by our former controlling shareholder,
          as outlined above.

     3.   The issuance of 56,625,000 shares of "unregistered" and
          "restricted" common stock to holders of 2001A Convertible
          Preferred Stock, which does not include any issuance in
          connection with any of the shares referred to in paragraph 2
          above.

     4.   A forward split of the remaining 2001A Convertible Preferred
          Stock, such that 94,375,000 shares of 2001A Convertible
          Preferred Stock were issued and outstanding, which are
          convertible into common stock of the Company.

     5.   An agreement to change our name to "North American Liability
          Group, Inc." within thirty days of the closing of the Merger,
          which was effective on November 12, 2003.

     On February 5, 2004 the Company cancelled 158,000,000 shares of its
Common stock.  The cancelled shares were held by Bradley Wilson, Chairman
of the Company and Regency Financial Group, each canceling 79,000,000
shares.  In consideration of canceling their shares, 30,000,000 and
20,000,000 shares of Class B Preferred stock were issued to Mr. Wilson
and Regency, respectively.   Shares of Class B Preferred stock carry 10
votes per share and cannot be converted to Common stock prior to
September 1, 2005.

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

     On December 31, 2003, the Company had a working capital deficit of
approximately $1,560,000.  Since its inception, the Company has continued
to sustain losses. The Company's operations since inception have been
funded by the sale of common and preferred stock, and proceeds from loans
secured by the Company's common stock. These funds have been used for
working capital and capital expenditures and other corporate purchases.
The Company has had losses of approximately $4,300,000 since inception.
The Company is seeking financing through equity financing. There can be
no assurance that the Company will  be able to obtain funding at terms
acceptable to the Company. These factors indicate that the Company may
not be able to continue as a going concern.

Recent Accounting Pronouncements
--------------------------------

          In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities," ("FIN 46").  FIN 46 clarifies the
application of Accounting Research Bulletin No. 51, "Consolidated
Financial Statements," to certain entities in which equity investors do
not have the characteristics of a controlling financial interest or do
not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other
parties.  FIN 46 applies immediately to variable interest entities


                                 7
<PAGE>


(VIE's) created after January 31, 2003, and to variable interest entities
in which an enterprise obtains an interest after that date.  It applies
in the first fiscal year or interim period beginning after June 15, 2003,
to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003.

     The Company has not identified any VIE's for which it is the primary
beneficiary or has significant involvement.

     In December 2003, the FASB issued FIN No. 46 (revised December
2003), "Consolidation of Variable Interest Entities" ("FIN 46-R") to
address certain FIN 46 implementation issues.  The effective dates and
impact of FIN 46 and FIN 46-R are as follows:

     a.   For special purpose entities (SPE's) created prior to February
          1, 2003, the Company must apply either the provisions of FIN
          46 or early adopt the provisions of FIN 46-R at the end of the
          first interim or annual reporting period ending after December
          15, 2003.

     b.   For non-SPE's created prior to February 1, 2003, the Company
          is required to adopt FIN 46-R at the end of the first interim
          or annual reporting period ending after March 15, 2004.

     c.   For all entities, regardless of whether a SPE, that were
          created subsequent to January 31, 2003, the provisions of FIN
          46 were applicable for variable interests in entities obtained
          after January 31, 2003.  The Company is required to adopt
          FIN 46-R at the end of the first interim or annual reporting
          period ending after March 31, 2004.

     The adoption of the provisions applicable to SPE's and all other
variable interests obtained after January 31, 2003 did not have a
material impact on the Company's consolidated financial statements.  The
Company is currently evaluating the impact of  adopting FIN 46-R
applicable to non-SPE's created prior to February 1, 2003, but does not
expect a material impact.


Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure
         ---------------------------------------------------------------

     The Company has no disagreements with the accountants.


ITEM 8A. CONTROLS AND PROCEDURES
         -----------------------

     In accordance with Exchange Act Rules 13a-15 and 15d-15, the
Company's management carried out an evaluation with the participation of
the Company's Chief Executive Officer and Chief Financial Officer, its
principal executive officer and principal financial officer,
respectively, of the effectiveness of the Company's disclosure controls
and procedures as of the end of the period covered by this report. Based
upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded as of the end of the period covered by this Form 10-KSB


                                 8
<PAGE>


that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company
required to be included in periodic reports filed under the Securities
Exchange Act of 1934, as amended. There were no changes in the Company's
internal controls over financial reporting identified in connection with
the evaluation by the Chief Executive Officer and Chief Financial Officer
that occurred during the Company's fourth quarter that have materially
affected or are reasonably likely to materially affect the Company's
internal controls over financial reporting.


                            PART III

Item 9.  Directors, Executive Officers Promoters and Control Persons
         -----------------------------------------------------------

     This  table sets forth the name, age and position of each director
and executive officer  of  the  Company:


<TABLE>
<CAPTION>

Name of Director        Age       Position
<S>                     <C>       <C>

Bradley Wilson          45        Director, Chairman and President
</TABLE>

     Bradley Wilson - Director, Chairman and President. Mr, Wilson has
served in these capacities since October 2003. Mr. Wilson currently is
President of Merbank Capital Corporation, a private consulting company
in Orlando, Florida and president of Koala International Wireless Inc.,
a publicly traded  company ("KIWI"). Previously, he was Director of Great
Wall Food and Beverage Corp., a U.S. public company (symbol: GWFB) and
President of Noble Brands, Inc.(symbol: NBBD).


Item 10. Executive Compensation
         ----------------------

     Our President and sole director did not receive any remuneration
from us during the fiscal year.  We have accrued compensation for Mr.
Fischer (a director of our subsidiary) in the amount of $73,900 and David
Tews (also a director of our subsidiary) has received $30,00 in
compensation.  See "Certain Relationships and Related Transactions." The
ompany has no stock option, retirement, pension, or profit-sharing
programs for the benefit of directors, officers or other employees, but
the Board of Directors may recommend adoption of one or more such
programs in the future.

Employment and Consulting Agreements
------------------------------------

     Our wholly-owned subsidiary North American Liability Corporation
("the Subsidiary"), entered into an Employment Agreement with the
Subsidiary's Chairman and CEO, Harold Fischer.  Under this agreement,
which is for a term of three years, Fischer is to receive a base annual
salary of $200,000 plus an incentive bonus of up to one time his salary
based upon his performance.  The Subsidiary was also to issue, upon
execution of the agreement, to the employee 1,000,000 shares of common
stock.  Furthermore, the Subsidiary was to grant to the employee, at the
date of the agreement, 4,000,000 Rule 144 shares of common stock which
are to be held in escrow and released to the employee in three equal


                                 9
<PAGE>


installments on the first, second, and third anniversary of employment.
No shares have been issued by the Subsidiary under this Employment
Agreement.

     James Jarboe is engaged by the Company's wholly-owned subsidiary,
North American Liability Corporation ("the Subsidiary"), as a Consultant
and Member of its Board of Directors, reporting to its Chairman, in an
agreement dated September 18, 2003.  The term of the agreement is two (2)
years and it provides for (i) an annual salary of $24,000 paid in equal
installments on a monthly basis, subject to deductions and withholdings
as required by law, (ii) incentive bonuses for investment procurement (5%
of proceeds raised in cash plus 5% in common stock at closing and for
Group or Policy procurement (a fair commercial market fee to be
determined at the time of the Group or Policy completed with the
Subsidiary), and (iii) participation in any or all healthcare plans the
Subsidiary provides at the consultant's expense.  Upon execution of the
agreement the Company agreed to immediately grant an option to purchase
2,000,000 shares of common stock under Rule 144 at 85% of the then
current stock price on a day to be determined within 30 days of the
effective date of the agreement.  Upon termination the consultant is
entitled to receive salary and bonuses earned and expenses incurred up
to the time of termination, subject to reduction for losses to the
Company due to theft, embezzlement, fraud or similar loss caused by the
consultant.


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

     As of December 31, 2003, there were 247,820,898 shares of our common
stock, no par value outstanding. The following tabulates holdings of our
shares by each person who, subject to the above, at the date of this
registration, holds of record or is known by our management to own
beneficially more than 5.0% of the common shares and, in addition, by all
of our directors and officers individually and as a group. To the best
of our knowledge, each named beneficial owner (1) has sole voting and
investment power with respect to the shares set forth opposite his name.

<TABLE>
<CAPTION>

Name and Address of                Beneficial          Beneficial
Beneficial Owner(1)                Ownership           Ownership
-------------------                ----------          -------------
<S>                                <C>                 <C>
Bradley Wilson                     78,000,000             31.47%

James Rice(2)                      78,000,000             31.47%

All Directors and Executive
Officers as a Group (1 persons)    78,000,000             31.47%

</TABLE>

(1)  The addresses for these shareholders is care of the company.
(2)  Mr. Rice's shares are owned by Regency Financial Corp., a company
     which Mr. Rice controls.


                                 10
<PAGE>


Item 12. Certain Relations and Related Transactions
         ------------------------------------------

     The president, current and former principal stockholders, and
certain employees from time to time made advances to us. The advances
have been made for financing and working capital purposes.  At December
31, 2003 and 2002 respectively, the total of such advances and accrued
interest was $261,917 and $451,168.

     We lease an apartment for one the members  of our subsidiary's Board
of Directors.  The lease is non-cancelable and expires November 30, 2004.
Rent and fees paid at December 31, 2003 amount to $3,438.  The amount of
rent remaining to be paid at December 31, 2003 was $15,695, all of which
is due to be paid in 2004.

     We have a one year agreement to reimburse apartment rental costs for
one of our subsidiary's Board of Directors. The amount of reimbursement
paid during the year ended December 31, 2003 was $1,500.  The amount of
rental reimbursement to be paid in 2004 is $16,500.

     One member of  of our subsidiary's Board of Directors  has been paid
fees for raising working capital for the Company.  During the year ended
December 31, 2003, the total of the fees paid was $30,000.

     Our wholly-owned subsidiary has an Employment Agreement with Harold
Fischer who is the subsidiary's Chairman and CEO.  Under this agreement,
which is for a term of three years, Fischer is to receive a base annual
salary of $200,000 plus an incentive bonus of up to one time his salary
based upon his performance.  The Subsidiary was also to issue, upon
execution of the agreement, to the employee 1,000,000 shares of common
stock. Furthermore, the Subsidiary was to grant to the employee, at the
date of the agreement, 4,000,000 Rule 144 shares of common stock which
are to be held in escrow and released to the employee in three equal
installments on the first, second, and third anniversary of employment.
No shares have been issued by the Subsidiary under this Employment
Agreement.

     The Subsidiary also has a Consulting Agreement with James Jarboe as
Consultant and Director. Under this agreement, which is for a term of two
years, Jarboe is to receive base annual compensation of $24,000, plus a
bonus to be paid in cash and stock of 10% of any debt or equity capital
raised.

     We settled a note payable to the former controlling shareholder.
With principal and accumulated interest, the debt amounted to $444,088.
In the settlement, we paid $200,000, the current president contributed
$185,000, and $59,088 was forgiven.



                                 11
<PAGE>


Item 13. Exhibits and Reports on Form 8-K
         --------------------------------

ITEMS 1 AND 2. INDEX TO AND DESCRIPTION OF EXHIBITS

(a)  EXHIBIT No.              EXHIBIT NAME

         31.1     Certification of Chief Financial Officer Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002,
                  promulgated under the Securities Exchange Act of 1934,
                  as amended

         32.1     Certification Pursuant to 18 U.S.C. Section 1350,
                  As Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002

(b)   Reports on Form 8-K


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
         --------------------------------------

     Audit Fees billed for fiscal 2003 and 2002 for professional
services rendered by the  principal accountant   for the audit of the
registrant's annual financial statements and review of financial
statements included in the registrant's Form 10-QSB were $14,864 and
$33,290, respectively.

     There were no other fees billed to us by our principal
accountant.






















                                 12
<PAGE>


                             SIGNATURES


         In accordance with Section 13 or 15(d) of the Securities
Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in Boca Raton,
Florida on April 14, 2004.

                              North American Liability Group, Inc.


                              By: /s/ Bradley Wilson
                                 -----------------------------------
                                 Bradley Wilson
                                 President, Chief Executive Officer



         In accordance with the requirements of the Securities Act of
1934, this report has been signed by the following persons in the
capacities and on the dates indicated.

   SIGNATURE                  TITLE                      DATE


/S/Bradley Wilson              D/P                      4/14/04
----------------------------
Bradley Wilson



















                                 13
<PAGE>


                  Independent Auditors' Report
                  ----------------------------

To the Stockholders and Board of Directors of
North American Liability Group, Inc.:

We have audited the accompanying consolidated balance sheets of
North American Liability Group, Inc. and Subsidiary (a
development stage company) (the "Company") as of December 31,
2003 and 2002 and the related consolidated statements of
operations, stockholders' equity (deficiency), and cash flows for
the years then ended, and for the period March 23, 1999
(inception) to December 31, 2003. These consolidated financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of North American Liability Group, Inc. and Subsidiary
as of December 31, 2003 and 2002 and the results of their
operations and their cash flows for the years then ended, and for
the period March 23, 1999 (inception) to December 31, 2003, in
conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming
that North American Liability Group, Inc. (a development stage
company) will continue as a going concern. As discussed in Note
12 to the financial statements, the Company's net loss during the
development period raises substantial doubt about the entity's
ability to continue as a going concern. Management's plans and
intentions with regard to these matters are discussed in Notes
1(a) and 12. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.


/s/ TEDDER, JAMES, WORDEN & ASSOCIATES, P.A.

Orlando, Florida
March 25, 2004



                           F-1

<PAGE>


              NORTH AMERICAN LIABILITY GROUP, INC.
                         AND SUBSIDIARY
                  (A Development Stage Company)

                   Consolidated Balance Sheets
                   December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                      Dec. 31,      Dec. 31,
                                                        2003          2002
                                                    -----------   -----------
<S>                                                 <C>           <C>
                    Assets
                    ------
Current assets:
   Cash                                             $    27,648       $-
   Prepaid expenses                                       1,415         -
                                                    -----------   -----------
                Total current assets                     29,063        -

Property and equipment, net                               2,497         -

Other Assets:
   Deposits                                               4,400         -
                                                    -----------   -----------
           Total other assets                             4,400         -
                                                    -----------   -----------
           Total assets                             $    35,960   $     -
                                                    ===========   ===========

   Liabilities and Stockholders' Deficiency
   ----------------------------------------

Current liabilities:
   Accounts payable                                 $   192,155   $   176,908
   Accrued expenses                                     585,108       383,728
   Due to related parties                               261,917       451,168
   Notes payable                                        551,466       226,466
                                                    -----------   -----------
           Total current liabilities                  1,590,646     1,238,270
                                                    -----------   -----------

Stockholders' deficiency:
   Series 2001 convertible preferred stock               42,470        47,847
   Series 2001 A convertible preferred stock               -             -
   Series 2001 B convertible preferred stock               -             -
   Class B preferred stock                                 -             -
   Common stock                                       2,708,109     2,702,732
   Accumulated deficit                               (4,305,265)   (3,988,849)
                                                    -----------   -----------
           Total stockholders' deficiency            (1,554,686)   (1,238,270)
                                                    -----------   -----------
           Total liabilities and stockholders'
             deficiency                             $    35,960   $      -
                                                    ===========   ===========
</TABLE>

See accompanying notes to the consolidated financial statements.


                           F-2

<PAGE>


              NORTH AMERICAN LIABILITY GROUP, INC.
                         AND SUBSIDIARY
                  (A Development Stage Company)

              Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                              Cumulative for
                                                                                the period
                                                                               from March 23,
                                                                              1999 (inception)
                                               Year ended      Year ended           to
                                               December 31,    December 31,     December 31,
                                                  2003             2002             2003
                                               ------------    ------------   ----------------
<S>                                            <C>             <C>            <C>
Gross revenues                                 $       -       $       -      $         45,744
Cost of sales                                          -               -                   264
                                               ------------    ------------   ----------------
           Net revenue                                 -               -                45,480

Operating expenses                                  178,937         122,861          3,552,853

Other income(expenses):
   Other income                                      59,088            -                59,088
   Interest expense                                (196,567)        (79,292)          (316,953)
   Impairment of assets                                -           (224,078)          (315,027)
   Provision for loss on non-cancelable leases         -               -              (225,000)
                                               ------------    ------------   ----------------
           Total other income(expenses)            (137,479)       (303,370)          (797,892)
                                               ------------    ------------   ----------------

           Net (loss)                          $   (316,416)   $   (426,231)  $     (4,305,265)
                                               ============    ============   ================

Loss per common share:
   Basic and diluted                                  (0.01)         (15.35)
                                               ============    ============

Weighted average common shares outstanding:
   Basic and diluted                             53,014,718          27,761
                                               ============    ============

</TABLE>

See accompanying notes to the consolidated financial statements.


                           F-3

<PAGE>


              NORTH AMERICAN LIABILITY GROUP, INC.
                         AND SUBSIDIARY
                  (A Development Stage Company)
  Consolidated Statements of Stockholders' Equity (Deficiency)
             Years ended December 31, 2003 and 2002
and the period from May 23, 1999 (Inception) to December 31, 2003

<TABLE>
<CAPTION>

                                                                                    Additional
                                        Preferred Stock         Common Stock        Paid in      Accumulated
                                       Shares     Amount     Shares       Amount      Capital       Deficit        Total
                                     ----------  --------   ---------  ----------   ----------   -----------   -----------
<S>                                  <C>         <C>        <C>        <C>          <C>          <C>           <C>
Balance March 23, 1999 (inception)        -      $   -          -      $     -      $    -       $     -       $      -

Issuance of stock                         -          -      1,510,000       1,510      241,524         -           243,034

Shares issued to reflect
 re-capitalization of reverse
 acquisition                              -          -      5,435,000     241,524     (241,524)        -              -

Net loss                                  -          -          -            -            -         (233,968)     (233,968)
                                     ----------  --------   ---------  ----------   ----------   -----------   -----------

Balances at December 31, 1999             -          -      6,855,000     243,034         -         (233,968)        9,066

Issuance of common stock                  -          -        405,140     403,140         -             -          403,140

Issuance of common stock for
  services                                -          -      2,069,250   2,055,405         -             -        2,055,405

Net loss                                  -          -          -            -            -       (2,422,299)   (2,422,299)
                                     ----------  --------   ---------  ----------   ----------   -----------   -----------

Balances at December 31, 2000             -         -       9,329,390   2,701,579         -       (2,656,267)       45,312

Reverse stock split                       -         -      (9,211,435)       -            -             -             -

Issuance of Series 2001
  convertible preferred stock            25,500    49,000       -            -            -             -           49,000

Issuance of Series 2001 A
  convertible preferred stock         5,603,000      -          -            -            -             -             -

Issuance of Series 2001 B
  convertible preferred stock         5,643,175      -          -            -            -             -             -

Net loss                                  -          -          -            -            -         (906,351)     (906,351)
                                     ----------  --------  ---------   ----------   ----------   -----------   -----------

Balances at December 31, 2001        11,271,675    49,000    117,955    2,701,579         -       (3,562,618)     (812,039)

Conversion of Series 2001
  convertible preferred stock
  to common stock                          (600)   (1,153)     2,679        1,153         -             -             -

Conversion of Series 2001 A
  convertible preferred stock
  to common stock                    (4,073,000)     -     4,073,000         -            -             -             -

Conversion of Series 2001 B
  convertible preferred stock
  to common stock                    (2,915,731)     -     2,915,731         -            -             -             -

Cancellation of common stock              -          -       (54,051)        -            -             -             -

Net loss                                  -          -          -            -            -         (426,231)     (426,231)
                                     ----------  --------  ---------   ----------   ----------   -----------   -----------

Balances at December 31, 2002         4,282,344  $ 47,847  7,055,314   $2,702,732   $     -      $(3,988,849)  $(1,238,270)

</TABLE>

See accompanying notes to the consolidated financial statements.


                           F-4

<PAGE>


              NORTH AMERICAN LIABILITY GROUP, INC.
                         AND SUBSIDIARY
                  (A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficiency), Continued
             Years ended December 31, 2003 and 2002
and the period from May 23, 1999 (Inception) to December 31, 2003

<TABLE>
<CAPTION>

                                                                                       Additional
                                        Preferred Stock          Common Stock          Paid in      Accumulated
                                       Shares     Amount       Shares      Amount      Capital       Deficit        Total
                                     ----------  --------   -----------  ----------   ----------   -----------   -----------
<S>                                  <C>         <C>        <C>          <C>          <C>          <C>           <C>
Conversion of Series 2001
  convertible preferred stock
  to common stock                        (2,800)   (5,377)       6,000        5,377         -            -            -

Cancellation of common stock in
  100 for 1 reverse stock split            -         -      (6,990,424)       -             -            -            -

Cancellation of Series 2001 B
  convertible preferred stock
  for voidance of series             (2,727,444)     -            -           -             -            -            -

Cancellation of Series 2001 A
  convertible preferred stock
  of the prior controlling
  shareholder                          (775,000)     -            -           -             -            -            -

Issuance of Series 2001 A
  convertible preferred stock in
  125 for 1 forward stock split      94,375,000      -            -           -             -            -            -

Conversion of Series 2001 A
  convertible preferred stock
  for common stock in 1 for 75
  merger agreement                     (755,000)     -      56,625,000        -             -            -            -

Conversion of Series 2001 A
  to common stock                   (31,125,000)     -      31,125,000        -             -            -            -

Issuance of common stock in
  merger agreement                         -         -     160,000,000        -             -            -            -

Issuance of common stock for
  rounding                                 -         -               8        -             -            -            -

Net loss                                   -         -            -        -                -        (316,416)     (316,416)
                                     ----------  --------  -----------  ----------   ----------   -----------   -----------

Balances at December 31, 2003        63,272,100  $ 42,470  247,820,898  $2,708,109   $      -     $(4,305,265)  $(1,554,686)
                                     ==========  ========  ===========  ==========   ==========   ===========   ===========


</TABLE>

See accompanying notes to the consolidated financial statements.


                           F-5

<PAGE>


              NORTH AMERICAN LIABILITY GROUP, INC.
                         AND SUBSIDIARY
                  (A Development Stage Company)
              Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>                                                                         Cumulative for
                                                                                    the period
                                                                                  from March 23,
                                                                                 1999 (inception)
                                                  Year ended      Year ended           to
                                                  December 31,    December 31,     December 31,
                                                     2003             2002             2003
                                                  ------------    ------------   ----------------
<S>                                               <C>             <C>            <C>
Cash flows from operating activities
   Net loss                                       $   (316,416)       (426,231)        (4,305,265)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
      Forgiveness of related party note payable        (59,088)           -               (59,088)
      Depreciation and amortization                         49          50,235            293,772
      Loss on impairment of assets                        -            224,078            315,027
      Provision for loss on non-cancelable leases         -               -               225,000
      Common stock issued for services                    -               -             2,055,405
      Increase (decrease) in cash caused by
        changes in:
         Other current assets                           (1,415)           -                (1,415)
         Other assets                                   (4,400)           -                (4,400)
         Accounts payable                               15,247         (34,779)           192,155
         Accrued expenses                              201,380         104,109            425,115
         Due to related parties                         69,837          82,588            521,005
                                                  ------------    ------------   ----------------
      Net cash used in operating activities            (94,806)           -              (342,640)

Cash flows from investing activities:
  Acquisition of property and equipment                 (2,546)           -              (276,999)

Cash flows from financing activities:
  Repayment of note payable to related party          (200,000)           -              (200,000)
  Proceeds from issuance of preferred stock               -               -                49,000
  Proceeds from issuance of capital stock                 -               -               646,174
  Due to related parties                                  -               -              (399,353)
  Proceeds from issuance of notes payable              325,000            -               551,466
                                                  ------------    ------------   ----------------

      Net cash provided by financing activities        125,000            -               647,287
                                                  ------------    ------------   ----------------

      Net increase(decrease) in cash                    27,648            -                27,648

Cash at beginning of period                               -               -                -
                                                  ------------    ------------   ----------------

Cash at end of period                             $     27,648    $       -      $         27,648
                                                  ============    ============   ================
Supplemental disclosure of cash flow information:
  Cash paid for interest                          $       -       $       -      $         15,310
                                                  ============    ============   ================

Noncash activity:

Purchase of intangible assets from related party  $       -       $       -      $        399,353
                                                  ============    ============   ================

Reduction of capital lease obligation upon
  impairment of assets                            $       -       $       -      $         65,006
                                                  ============    ============   ================

</TABLE>

See accompanying notes to the consolidated financial statements.


                           F-6

<PAGE>

             NORTH AMERICAN LIABILITY GROUP, INC.
                (A Development Stage Company)
                Notes to Financial Statements

(1)    Summary of Significant Business and Accounting Policies

   (a) Organization

       In December 1999, Innovative Technology Systems, Inc.
       ("Innovative") authorized and entered into an agreement
       effecting a tax-free exchange in a reorganization pursuant
       to IRS Code 368(a)(1)(A).  Pursuant to the agreement,
       Innovative exchanged one share of its previously
       authorized but unissued shares of no par common stock in
       exchange for two shares of Stanfield Educational
       Alternatives, Inc. ("Stanfield") common stock.  In
       accordance with the agreement, Innovative acquired all of
       the issued and outstanding shares of Stanfield in exchange
       for shares of Innovative.  For accounting purposes, the
       acquisition has been treated as an acquisition of
       Innovative by Stanfield and as a recapitalization
       ("Reverse Acquisition") of Stanfield.  Subsequent to the
       recapitalization, Innovative changed its name to Stanfield
       Educational Alternatives, Inc.

       On October 2, 2003, Stanfield completed a triangular
       merger with Nor-American Liability Corporation. Nor-
       American is a newly formed Florida corporation that was
       created to support the development of captive insurance
       programs. Nor-American is a development stage company that
       has received no revenues to date. At the closing, the
       Company acquired all of Nor-American's issued and
       outstanding shares of common stock in exchange for
       160,000,000 "unregistered" and "restricted" shares of the
       Company's common stock. The exchange was on a 16 for 1
       basis, with Nor-American having 10,000,000 shares of
       common stock issued and outstanding. As a result of the
       merger, Nor-American became a wholly owned subsidiary of
       Stanfield.  Following the merging of the companies,
       Stanfield changed its name to North American Liability
       Group, Inc., referred to as "the Company" hereinafter.

       The Company, through its new subsidiary, will provide
       services to professional groups seeking to obtain
       affordable professional liability insurance rates through
       the creation of captive insurance companies. The company's
       services are anticipated to include evaluation,
       development, and management of captive insurance programs.
       The company will seek physicians, attorneys, condominium
       associations and other business and professional groups in
       similar industries to assist in the creation and
       management of captive insurance programs.

       The controlling shareholder of Nor-American Liability
       Corporation was Bradley Wilson, and pursuant to the terms
       of the Plan and Agreement of Merger, the shareholders of
       Nor-American Liability Corporation received 160,000,000
       shares of common stock of the Registrant. As of December
       31, 2003, taking into account a forward split of the 2001A
       Convertible Preferred Stock, and the issuance of new stock
       pursuant to the terms of the merger, and assuming
       conversion of all of the outstanding shares of 2001A
       Convertible Preferred Stock, the former shareholders of
       Nor-American Liability Corporation owned 51.4% of the
       common stock of the Registrant on a fully diluted basis.
       The transaction involved the retirement and cancellation



                           F-7

<PAGE>


(1)    Summary of Significant Business and Accounting Policies,
       Continued

       of 775,000 shares of 2001A Convertible Preferred Stock
       equivalent to 96,875,000 shares of common stock, which was
       owned by John W. Bylsma, the former controlling
       shareholder. As of December 31, 2003, Mr. Wilson owned or
       controlled 50.8% of the common stock of the Company,
       assuming full conversion of all outstanding preferred
       stock.

       The source of the consideration used by the Nor-American
       stockholders to acquire their interest in the Company was
       the exchange of their respective shares of the outstanding
       securities of Nor-American. The primary basis of the
       "control" by the Nor-American stockholders is stock
       ownership and/or management positions.

       The principal terms of the Plan and Agreement of Merger
       were:

       1.  The issuance of 160,000,000 "unregistered" and
       "restricted" shares of the Company's common stock in
       exchange for all of Nor-American's issued and outstanding
       shares of common stock. The exchange was on a 16 for 1
       basis, with Nor-American having 10,000,000 shares of
       common stock issued and outstanding. As a result of the
       Merger, Nor-American became a wholly owned subsidiary of
       the Company.

       2.  The cancellation of 775,000 shares of 2001A
       Convertible Preferred Stock owned by the Company's former
       controlling shareholder, as outlined above.

       3.  The issuance of 56,625,000 shares of "unregistered"
       and "restricted" common stock to holders of 2001A
       Convertible Preferred Stock, which does not include any
       issuance in connection with any of the shares referred to
       in paragraph 2 above.

       4.   A forward split of the remaining 2001A Convertible
       Preferred Stock, such that 94,375,000 shares of 2001A
       Convertible Preferred Stock were issued and outstanding,
       which are convertible one-for-one for common stock of the
       Company.

       5.   An agreement to change the name of the Company to
       "North American Liability Group, Inc." within thirty days
       of the closing of the Merger, which was effective on
       November 12, 2003.

       The Company is in its development stage and needs
       substantial additional capital to complete its development
       and to reach an operating stage.  The accompanying
       financial statements have been prepared assuming that the
       Company will continue as a going concern, and therefore,
       will recover the reported amount of its assets and satisfy
       its liabilities on a timely basis in the normal course of
       its operations.  See note 12 for a discussion of
       management's plans and intentions.

  (b)  Principles of Consolidation

       The  financial  statements include the accounts  of  North
       American  Liability  Group,  Inc.  and  its  wholly  owned
       subsidiary,     Nor-American    Liability     Corporation,
       collectively referred to as the "Company". All significant
       accounts and transactions have been


                           F-8

<PAGE>


(1)    Summary of Significant Business and Accounting Policies,
       Continued

       eliminated in the consolidation.


  (c)  Revenue Recognition

       The Company records revenue as earned when goods or
       services are provided.

  (d)  Cash and Cash Equivalents

       Cash  includes cash on hand; cash in banks and all  highly
       liquid  investments with a    maturity of three months  or
       less at the time of purchase.

  (e)  Property and Equipment

       Property and equipment are stated at cost.  Depreciation
       for financial statement purposes is computed using the
       straight-line method over the estimated useful lives of
       the individual assets, which range from 3 to 5 years.

       The Company reviewed its long-lived assets and
       intangibles for impairment and  recorded an impairment
       charge to write off all long-lived assets and intangibles
       during 2002.

  (f)  Fair Value of Financial Instruments

       The Company's financial instruments include cash,
       accounts payable, and amounts due to related parties.
       Due to the short-term nature of these instruments, the
       fair value of these instruments approximate their
       recorded value.  The Company has other liabilities which
       it believes are stated at estimated fair market value.

  (g)  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 revenue and expenses during the reporting
       period.  Actual results could differ from those
       estimates.

  (h)  Income Taxes

       The Company uses the asset and liability method of
       accounting for income taxes.  Under the asset and
       liability method, deferred tax assets and liabilities are
       recognized for the future tax consequences attributable
       to differences between the financial statements carrying
       amounts of existing assets and liabilities and their
       respective tax bases.  Deferred tax assets and
       liabilities are measured using enacted tax rates expected
       to apply to taxable income in the years in which those
       temporary differences are expected to be recovered or
       settled.  The effect on deferred tax assets and
       liabilities of a change in tax rates is recognized in
       income in the period that includes the enactment date.


                           F-9

<PAGE>


(1)    Summary of Significant Business and Accounting Policies,
       Continued

  (i)  Loss Per Share

       Basic loss per common share amounts are based on the
       weighted average shares outstanding of 53,014,718 and
       27,761 for the years ended December 31, 2003 and 2002,
       respectively. Diluted loss per common share amounts
       reflect the potential dilution that could occur if
       convertible preferred shares are converted into common
       stock. No conversion is assumed if such conversion would
       have an anti-dilutive effect on diluted loss per common
       share amounts.

(2)    Recent Financial Accounting Standards

   In January 2003, the FASB issued FIN No. 46, "Consolidation
   of Variable Interest Entities," ("FIN 46").  FIN 46 clarifies
   the application of Accounting Research  Bulletin No. 51,
   "Consolidated Financial Statements," to certain entities in
   which equity investors do not have the characteristics of a
   controlling financial interest or do not have sufficient
   equity at  risk for the  entity to finance its activities
   without additional subordinated financial support from other
   parties.  FIN 46 applies immediately to  variable interest
   entities (VIE's) created after January  31,  2003,  and to
   variable interest entities in which an enterprise obtains an
   interest after that date. It applies in  the  first  fiscal
   year or interim period beginning after June 15, 2003, to
   variable interest entities in which an enterprise holds a
   variable interest that it acquired before February 1, 2003.

   The Company has not identified any VIE's for which it is
   the primary beneficiary or has significant involvement.

   In December 2003, the FASB issued FIN  No.  46 (revised
   December  2003), "Consolidation  of Variable Interest
   Entities" ("FIN 46-R") to address certain FIN 46
   implementation issues.  The effective dates and impact of
   FIN 46 and FIN 46-R are as follows:

   (i)   For special purpose entities (SPE's) created prior to
         February 1, 2003, the Company must apply either the
         provisions of FIN 46 or early adopt the provisions of
         FIN 46-R at the end of the first interim or annual
         reporting period ending after December 15, 2003.

   (ii)  For non-SPE's created prior to February 1, 2003, the
         Company is required to adopt FIN 46-R at the end of the
         first interim or annual reporting period ending after
         March 15, 2004.

   (iii) For all entities, regardless of whether a SPE, that
         were created subsequent to January 31, 2003, the
         provisions of FIN 46 were applicable for variable
         interests in entities obtained after January 31, 2003.
         The Company is required to adopt FIN 46-R at the end of
         the first interim or annual reporting period ending
         after March 31, 2004.

   The adoption  of the provisions applicable to SPE's and
   all other variable interests obtained after January 31,
   2003 did not have a material impact on the Company's
   consolidated financial statements.  The Company is
   currently evaluating the impact of



                           F-10

<PAGE>


(2)  Recent Financial Accounting Standards, Continued

   adopting FIN 46-R applicable to non-SPE's created
   prior to February 1, 2003, but does not expect a material
   impact.

(3)  Property and Equipment

   During 2002, the book value of the assets of the Company
   related to its former line of business, with an undepreciated
   cost of $24,621, were determined to have no future value to
   the Company and were written off to expense.

   Subsequent to the merger in 2003, the Company purchased new
   computer and telephone equipment.

   At December 31, 2003 and 2002, property and equipment
   consisted of the following:

<TABLE>
<CAPTION>
                                               2003       2002
                                             --------   --------
<S>                                          <C>        <C>
   Furniture and equipment                   $  2,546   $     -
   Less accumulated depreciation                  (49)        -
                                             --------   --------
            Property and equipment, net      $  2,497   $     -
                                             ========   ========
</TABLE>


   Depreciation expense for the years ended December 31, 2003
   and 2002 was $49 and $10,299, respectively.

(4)  Leases


   Operating
   ---------
   During 2000 the Company entered into a lease for office and
   storage space under a non-cancelable operating lease with an
   original lease term of five years. Lease payments totaled
   $6,840 per month and increased on a yearly basis. During
   2001, the lease was amended to
   reflect the Company's relocation to a smaller suite within
   the building. The Company has defaulted on this lease
   obligation. The lessor has expressed an intention to enforce
   the terms of the lease, and in December 2001, the Circuit
   Court of Duval County entered a Final Summary Judgment
   against the former President, individually, for $33,892 for
   unpaid rent and against the Company for $223,733 for non-
   cancelable obligations under the lease. The amounts accrued
   interest at the rate of 11.0% for the remainder of 2001, 9.0%
   for the year ended 2002, and 6.0% for the year ended 2003. As
   a result, the Company has included non-cancelable obligations
   and accrued interest under this lease of $259,921 and
   $244,894 in accrued expenses as of December 31, 2003 and
   2002, respectively.  Interest accrued on this lease
   obligation during the years ended December 31, 2003 and 2002
   was $15,027 and $21,161, respectively. No lease payments were
   made during the years ended December 31, 2003 and 2002.

   After the merger in 2003, the Company leased office space for
   its Executive offices.  The Company is obligated under a non-
   cancelable operating lease for this space through December
   2004.  No rent expense was incurred for the year ended
   December 31, 2003.  At December 31, 2003 the Company had
   prepaid one (1) month of rent amounting to $1,415, and had
   made a refundable security deposit of $2,830.

   Future minimum rental payments in 2004 under this lease
   amount to $15,562.


                           F-11

<PAGE>


(4)  Leases, Continued

   Capital
   -------
   During 2001, the Company defaulted on a number of leases
   classified as capital leases. Certain of the assets under
   these leases have been abandoned or returned to the lessor;
   others have been maintained by the Company because the lessor
   has elected to enforce the terms of the lease. For those
   leases for which assets were abandoned or returned to the
   lessor, the Company reduced its capital lease obligations in
   2001 by $65,006. In October 2002, the Circuit Court of Duval
   County entered a default final judgment against the Company
   and other individuals in the amount of $85,985 for one lease.
   This amount accrued interest at the rate of 9% for the
   remainder of 2002 and at 6% for 2003. As a result, the
   Company has included non-cancelable obligations and accrued
   interest under this lease of $93,315 and $87,920 in accrued
   expenses as of December 31, 2003 and 2002, respectively.
   Interest accrued on this lease obligation during the years
   ended December 31, 2003 and 2002 was $5,395 and $1,935,
   respectively.  No payments were made on this lease obligation
   during the year ended December 31, 2003.

(5)  Intangible Assets

   At December 31, 2003 and 2002, the Company had no intangible
   assets.

   During 2002, the intangible assets of the Company related to
   its operations in the educational business, with an
   unamortized cost of $199,457 were determined to have no
   future value to the Company and were written off to expense.

   Amortization expense for the years ended December 31, 2003
   and 2002 was $0 and $39,936, respectively.

(6)  Capitalization

   (A) COMMON STOCK

   In the first half of 2003, the Company issued 6,000 shares of
   its common stock in voluntary conversions of 2,800 shares of
   its Series 2001 Convertible Preferred stock.

   On July 30, 2003, the Majority Shareholders and the Board of
   Directors approved amendments to the Articles of
   Incorporation which were designed to reorganize the capital
   structure of the Company. The Articles increased the total
   number of authorized common shares to 500,000,000.   The
   stock has no par value.

   On September 1, 2003, the Company affected a one hundred-for-
   one reverse split of its outstanding common stock.

   In accordance with the Plan and Agreement of Merger, as
   described in Note 1, the Company issued 56,625,000 shares of
   common stock as a result of a 75-to-1 conversion of its
   Series 2001A Convertible Preferred stock outstanding at the
   time of the merger.  In addition, the Company issued
   160,000,000 shares of common stock in a 16-to-1 exchange for
   the 10,000,000 issued and outstanding shares of Nor-American
   Liability Corporation.

   Following the merger, 31,125,000 shares of common stock were
   issued in a voluntary 1-to-1 conversion of outstanding shares
   of Series 2001A convertible preferred stock.


                           F-12

<PAGE>

(6)  Capitalization, Continued

   At December 31, 2003 and 2002, the Company had outstanding
   247,820,898 and 7,055,314 shares of common stock,
   respectively.

   (B) PREFERRED STOCK

   In 2001, Series 2001 Convertible Preferred stock was approved
   to be issued in a private offering as follows:

   (i)   Holders of Series 2001 Convertible Preferred Stock
         shall receive preference in the event of liquidation,
         dissolution or winding up of the corporation.
         Specifically, in the event of liquidation, dissolution
         or winding up holders of Series 2001 Preferred Stock
         shall be paid Five Dollars ($5.00) per share for each
         Preferred Share, plus all declared and unpaid dividends.

   (ii)  Shares of Series 2001 Convertible Preferred Stock
         shall have no voting rights.

   (iii) Each share of Series 2001 Convertible Preferred
         Stock may, at the option of the holder, be converted
         into common stock of the corporation at any time after
         twelve months after the issuance of such shares. The
         conversion ratio per share of the Series 2001 Convertible
         Preferred Stock shall be the lesser of $5.00 per
         share or 30% below the trading price of the common stock
         as priced the prior trading day to conversion. This
         conversion ratio is subject to change in the event
         of subdivision of common stock or issuance of a stock
         dividend.

   During the year ended December 31, 2003, the Company
   cancelled 2,800 shares of its Series 2001 Convertible
   Preferred stock in voluntary conversions to 6,000 shares of
   its common stock. As of December 31, 2003 and 2002, the
   number of shares outstanding of Series 2001 Convertible
   Preferred stock was 22,100 and 24,900, respectively.

   On July 30, 2003, the Majority Shareholders and the Board of
   Directors approved amendments to the Articles of
   Incorporation which were designed to reorganize the capital
   structure of the Company. The Articles increased the total
   number of authorized preferred shares to 150,000,000, of
   which 100,000,000 are Series 2001A Convertible Preferred
   stock with the following characteristics:

   (i)   Each share of 2001A Convertible Preferred Stock
         entitles the holder thereof to one vote, either in person
         or by proxy,  at meetings of shareholders, and such vote
         shall be equal to the voting rights of the common stock
         and shall be counted with the common stock toward
         election of directors or such other action as the
         class of common stock shall be entitled.

   (ii)  Each share of Series 2001A Convertible Preferred Stock
         may, at the option of the holder, be converted into
         shares of common stock on a one for one basis at any time
         after February 1, 2002.


                           F-13

<PAGE>

(6)  Capitalization, Continued

   Prior to the Plan and Agreement of Merger taking effect, the
   Company cancelled 775,000 shares of Series 2001A Convertible
   Preferred shares held by the former President of the Company.

   In accordance with the Plan and Agreement of Merger, the
   Company issued 94,375,000 shares of Series 2001A Convertible
   Preferred in a 125-to-1 forward stock split.

   Following the merger, 31,125,000 outstanding shares of Series
   2001A convertible preferred stock were cancelled in a
   voluntary 1-to-1 conversion to shares of common stock.

   On December 15, 2003, the Company entered into a Sales
   Restriction Agreement with certain holders of Series 2001A
   Preferred stock to prohibit the holders from selling or
   otherwise transferring their interest in the stock between
   June 20, 2003 and June 19, 2004.  Subject to the Agreement
   are 4,062,900 Common shares and 6,771,500 Series 2001A
   Preferred shares.

   At December 31, 2003 and 2002, respectively, 63,250,000 and
   1,530,000 shares of Series 2001 A Convertible Preferred stock
   were issued and outstanding.

   In the above action of July 30, 2003, the Company voided the
   Series 2001 B Convertible Preferred stock and cancelled its
   2,727,444 outstanding shares.  It also created a new Class B
   Preferred stock, the main feature of which is the existence
   of ten votes per share for each share of this series.  At
   December 31, 2003 and 2002, there were 0 and 2,727,444
   outstanding shares of Series 2001B Convertible Preferred
   stock, respectively.  At December 31, 2003 no Class B
   Preferred shares had been issued.

(7)  Income Tax

   The  Company  has no provision for taxes as they  have  a  net
   operating  loss  of approximately $4,300,000 that  expires  in
   varying  times through the year 2023.  The total deferred  tax
   asset  associated with the net operating loss has been reduced
   by  a valuation allowance to $0 at December 31, 2003 and 2002,
   and   no  net  deferred  asset  has  been  recorded,  as   the
   possibility  of utilizing the net operating loss is  dependent
   on  the  Company  achieving profitable operations.   U.S.  tax
   rules  impose  limitations on the use of net operating  losses
   and  tax  credits following certain defined changes  in  stock
   ownership.    The  Company  has  not  completed  the   complex
   analysis  required by the Internal Revenue Code  to  determine
   if  an  ownership change has occurred.  If such a change  were
   deemed  to  have  occurred,  the limitation  could  reduce  or
   eliminate  the  amount  of  these  benefits  that   would   be
   available to offset future taxable income each year,  starting
   with the year of ownership change.

(8)  Related Party Transactions

   The president, current and former principal stockholders, and
   certain employees from time to time made advances to the
   Company.  The advances have been made for financing and
   working capital purposes.  At December 31, 2003 and 2002
   respectively, the total of such advances and accrued interest
   was $261,917 and $451,168.


                           F-14

<PAGE>


(8)  Related Party Transactions, Continued

   The Company leases an apartment for one member of the
   Subsidiary's Board of Directors.  The lease is non-cancelable
   and expires November 30, 2004.  Rent and fees paid at
   December 31, 2003 amount to $3,438.  The amount of rent
   remaining to be paid at December 31, 2003 was $15,695, all of
   which is due to be paid in 2004.

   The Company has a one year agreement to reimburse apartment
   rental costs for one of the Subsidiary's Directors. The
   amount of reimbursement paid during the year ended December
   31, 2003 was $1,500.  The amount of rental reimbursement to
   be paid in 2004 is $16,500.

   One member of the Subsidiary's Board of Directors has been
   paid fees for raising working capital for the Company.
   During the year ended December 31, 2003, the total of the
   fees paid was $30,000.

   The Company, through its wholly-owned subsidiary North
   American Liability  Corporation ("the Subsidiary"), has an
   Employment Agreement with the Subsidiary's Chairman and CEO
   Harold Fischer.  Under this agreement, which is for a term of
   three years, Fischer is to receive a base annual salary of
   $200,000 plus an incentive bonus of up to one time his salary
   based upon his performance.  The Subsidiary was also to
   issue, upon execution of the agreement, to the  employee
   1,000,000 shares of common stock.  Furthermore, the
   Subsidiary was to grant to the employee, at the date of the
   agreement, 4,000,000 Rule 144 shares of common stock which
   are to be held in escrow and released to the employee in
   three equal installments on the first, second, and third
   anniversary of employment.  No shares have been issued by
   the Subsidiary under this Employment Agreement.

   The Subsidiary also has a Consulting Agreement with James
   Jarboe as Consultant and Director.  Under this agreement,
   which is for a term of two years, Jarboe is to receive base
   annual compensation of $24,000 plus a bonus to be paid in
   cash and stock of 10% of any debt or equity capital raised.

   The Company settled its note payable to the former
   controlling shareholder.  With principal and accumulated
   interest, the debt amounted to $444,088.  In the settlement,
   the Company paid $200,000, the current president contributed
   $185,000, and $59,088 was forgiven.

(9)  Accrued Expenses

    Accrued expenses at December 31, 2003 and 2002, consisted of
    the following:

<TABLE>
<CAPTION>
                                         2003              2002
                                       -------           -------
<S>                                    <C>               <C>

    Accrued lease obligations          309,718           309,718
    Accrued interest                   201,490            74,010
    Accrued salaries                    73,900              -
                                       -------           -------
                                       585,108           383,728
                                       =======           =======
</TABLE>



                           F-15

<PAGE>



(10)   Notes Payable

     Notes payable at December 31, 2002 consisted of note
     agreements with various individuals bearing interest at
     rates varying from 9% to 12%. Because these notes were in
     default, the total outstanding balance of $226,466 at
     December 31, 2002 was classified as current liabilities.
     Except for the accrual of additional interest, no changes
     were noted in these obligations in the year ended December
     31, 2003.

     To finance its current operations in 2003 after the merger,
     the Company arranged two secured loans with individual
     lenders amounting to $325,000.  The loans have a term of
     180 days and, at maturity the total repayment amount
     including interest is $487,500.  Interest for the year ended
     December 31, 2003 has been accrued in the amount of $75,903.
     These loans are secured by 650,000 free-trading shares of
     the Company's common stock, held in trust.  In the event the
     Company does not pay the repayment amount when due, the
     collateral shares, upon demand of the respective lender,
     will be forfeited and delivered to that lender as payment in
     full, releasing the Company of all liability to that lender.
     No lender has made a demand and no shares have been
     delivered.

(11)   Subsequent Transactions

     On February 2, 2004, the Company cancelled 158,000,000 shares
     of its Common stock.  The cancelled shares were held by
     Bradley Wilson, Chairman of the Company and a non-related
     party, each canceling 79,000,000 shares.  In consideration of
     canceling
     their shares, 30,000,000 and 20,000,000 shares of Class B
     Preferred stock were issued to Mr. Wilson and the non-related
     party, respectively.   Shares of Class B Preferred stock
     carry 10 votes per share and cannot be converted into common
     stock prior to September 1, 2005.

(12)   Going Concern Matters

     The accompanying financial statements have been prepared on a
     going concern basis, which contemplates the realization of
     assets and the satisfaction of liabilities in the normal
     course of business. Due to its past financial difficulties,
     the Company has accumulated debts, including judgments, and
     accrued interest of approximately $1,100,000 relating to its
     former line of business and maintains these on its balance
     sheet as current liabilities.  Interest on these balances is
     accruing at a rate of approximately $13,000 per quarter as of
     December 31, 2003. The Company is continuing in its efforts
     to resolve these obligations and others through settlements.
     However, there is no assurance that the Company will be able
     to settle in terms agreeable to the Company and if it does
     not do so, this will have a material adverse affect on the
     ability of the Company to operate properly in the future. As
     shown in the financial statements, the Company has incurred
     cumulative losses of $4,305,265 during its development stage
     and has classified all of its debt as current for the years
     ended December 31, 2003 and 2002. These factors among others
     may dictate that the Company will be unable to continue as a
     going concern for a reasonable period of time.








                           F-16

<PAGE>