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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-KSB/A

[X]
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002OR[   ]
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-32295


SIGNATURE HORIZONS GROUP, INC.

(Name of Small Business Issuer in its Charter)


DELAWARE
(State of Incorporation)
    
    95-4735254
(I.R.S. Employer Identification Number)


3480 Preston Ridge Road, Suite 500
Alpharetta, Georgia 30005
(Address of principal executive offices and zip code)

Issuers telephone number: (770) 343-8196

LUMMI DEVELOPMENT, INC.
(Former name, former address and former fiscal year, if changed since last
report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:
    
    Name of each exchange on which registered:Common Stock, $.0001 par value
    
    OTC Bulletin Board


Securities registered pursuant to Section 12(g) of the Act: None



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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. Yes  x No  o

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,





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in definitive proxy or Information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB.  x

The Issuers revenues for the fiscal year ended December 31, 2002 were $0.




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 price of such stock, as of April 30, 2003 was
approximately $2,246,553.




As of April 30, 2003, there were
40,171,776 shares of common stock, par value
$.0001 per share, outstanding.

The index to exhibits appears on page 24 of this document.



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DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional small business disclosure format: Yes  o No  x

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TABLE OF CONTENTS



|                                              |                                                                                                                         |  |  |  |  |  |  | 
|--------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                              | PART I                                                                                                                 
|                                              | Item 1. Description of Business.                                                                                       
|                                              | Item 2. Description of Property.                                                                                       
|                                              | Item 3. Legal Proceedings                                                                                              
|                                              | Item 4. Submission of Matters to a Vote of Securities Holders                                                          
|                                              | PART II                                                                                                                
|                                              | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                                          
|                                              | Item 6. Managements Discussion and Analysis or Plan of Operation                                                      
|                                              | Item 7. Financial Statements                                                                                           
|                                              | Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures                          
|                                              | PART III                                                                                                               
|                                              | Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
|                                              | Item 10. Executive Compensation                                                                                        
|                                              | Item 11. Security Ownership of Certain Beneficial Owners and Management                                                
|                                              | Item 12. Certain Relationships and Related Transactions                                                                
|                                              | Item 13. Exhibits and Reports on Form 8-K.                                                                             
|                                              | Item 14. Controls and Procedures                                                                                       
|                                              | SIGNATURES                                                                                                             
|EX-10.1 EMPLOYMENT AGREEMENT/ RONALD A. POTTS
|EX-10.2 EMPLOYMENT AGREEMENT/ PEGGY A. EVANS 
|EX-21.1 LIST OF SUBSIDIARIES                 
|EX-99.1 CERTIFICATION OF CEO                 
|EX-99.2 CERTIFICATION OF THE CFO             
|EX-99.3 CODE OF ETHICS                       



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TABLE OF CONTENTS

PART IItem 1.
    
    Description of BusinessItem 2.
    
    Description of PropertyItem 3.
    
    Legal ProceedingsItem 4.
    
    Submission of Matters to a Vote of Securities HoldersPART IIItem 5.
    
    Market for Registrant's Common Equity and Related Stockholder MattersItem 6.
    
    Management's Discussion and Analysis or Plan of OperationItem 7.
    
    Financial StatementsItem 8.
    
    Changes in and Disagreements with Accountants on Accounting andFinancial DisclosuresPART IIIItem 9.
    
    Directors, Executive Officers, Promoters and Control Persons;Compliance with Section 16(a) of the Exchange ActItem 10.
    
    Executive CompensationItem 11.
    
    Security Ownership of Certain Beneficial Owners and ManagementItem 12.
    
    Certain Relationships and Related TransactionsItem 13.
    
    Exhibits and Reports on Form 8-KItem 14.
    
    Controls and ProceduresSIGNATURES


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PART I




Item 1. Description of Business.

Introduction

Signature Horizons Group, Inc., a Delaware corporation together with its
subsidiaries, is referred to herein as the Company.

Some of the information in this report may contain forward-looking statements.
These statements can be identified by the use of forward-looking terminology
such as may, will, expect, anticipate, estimate, continue or
similar words. These statements discuss future expectations, contain
projections of results of operations or of financial condition or state other
forward-looking information. Important factors that could cause actual
results to differ materially from those discussed in such forward-looking
statements (Cautionary Statements) include: the general strength or weakness
of the Companys products, the industry, and the pricing policies of
competitors. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on behalf of the Company are
expressly qualified in their entirety by such Cautionary Statements.

Business Development

Signature Horizons Group, Inc. f/k/a Lummi Development, Inc. was incorporated
in the State of Delaware on January 19, 1999. The Companys original business
plan was to become actively engaged in the business of selling related marine
accessories. The Company intended to implement its business strategy by
initially manufacturing Marine Safety Kits for sale through wholesale and
retail distribution for pleasure boats (including sport fishers, sport sedans,
sailboats, motor sailors, speedboats and inflatables).

Pursuant to a Plan and Agreement of Share Exchange (the Agreement) dated
October 28, 2002, the Company acquired all of the issued and outstanding shares
of common stock, no par value, of Signature Horizons, Inc. (Signature), a
privately held Georgia corporation, in exchange for newly-issued shares of
common stock, $0.0001 par value, of the Company (the Acquisition Shares).
The Company issued 15,972,400 Acquisition Shares to the stockholders of
Signature in exchange for the 15,972,400 issued and outstanding shares of
common stock of Signature held by them. As a result of the Agreement and the
transactions in connection therewith (the Share Exchange), (i) the
shareholders of Signature became the beneficial owners of approximately 64% of
the outstanding shares of common stock of the Company and the shareholders of
the Company were the beneficial owners of approximately 36% of the outstanding
shares of the Company, and (ii) Signature is now a wholly-owned subsidiary of
the Company.

Signature is a corporation organized under the laws of the State of Georgia on
November 22, 1999.

Business of Issuer

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As a result of the Share Exchange with Signature,
the Companys
business model is that of its subsidiary, Signature Horizons, Inc.,
which is predicated upon the acquisition, development and operation of premier golf
course residential and resort communities targeted at primary, second home and
retirement markets. The corporate business plan is to develop geographical and
revenue diversified golf resorts with gated residential country club
communities for both permanent and second home purchases with practical and
inventive residential and commercial real estate developments complimented by
added services. The Company looks to produce recurring revenues by creating
predictable, recurring, long-term revenue streams from lot sales, home sales,
commercial parcel sales, lease property management services and general resort
and golf course operations.




The Companys plan is to aggressively develop Signature Horizons as an
international brand name associated with high quality real estate
developments. The Company plans to utilize joint ventures and strategic
alliances with recognized land use planners, golf course developers and
designers, and resort hotel and amenity operators. The continuing goal of the
Companys management is to build shareholder value by means of accretive
acquisitions of real estate assets, including properties for development and
existing income producing properties.

During the prior two years of its development stage, Signature has acquired
properties and secured contractual purchase and sale agreements in locations
for development consistent with its core-operating plan.

Principal Markets




As of December 31, 2002, the Company owned four real estate properties (or
collections of properties) located in California, Wisconsin, Wyoming and South
Dakota. The Company is currently seeking the acquisition of property
located in North Carolina and Mississippi, which, if acquired, the Company expects will be its
first operating entities. On April 11, 2003, the Company sold its property
located in Wyoming for $245,000, with net proceeds of approximately $221,000.
On May 2, 2003, the Company sold its property located in South Dakota for
$120,000, with net proceeds of $110,810.




Employees

As of December 31, 2002, the Company employed six full-time employees,
including executive officers.




Item 2. Description of Property.

Corporate Offices

The corporate office of the Company is located at 3480 Preston Ridge Park,
Suite 500, Alpharetta, Georgia. The corporate office is subleased by the
Company under a commercial sublease agreement expiring on October 31, 2003
which provides for monthly rental of $7,456 plus annual increases in exchange
for the use of approximately 5,773 sq. ft. of office space. Total lease
rentals payable over the lease period are $80,822 through October 31, 2003.
The Company does not intend to exercise the extension option on the lease and
will seek smaller, less expensive office space upon expiration of its term.

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The Company owns the following properties which comprise greater than Ten
Percent (10%) of the Companys assets.

Wisconsin-Dell. The Wisconsin Dell property is located in the city limits of
the Village of Lake Delton, Sauk County, Wisconsin and consists of
approximately 136 acres at U.S. Highway 12 and I-90/94. The property is
located directly across from the Great Wolf Resort. The property was acquired
September 23, 2002 for a purchase price of $6,798,000.

The property is owned in fee simple by Signature Wisconsin Dell, LLC, a wholly
owned subsidiary of Signature Horizons, Inc., our wholly owned subsidiary. The
property is pledged as security for two promissory notes. The first note was
issued on September 16, 2002 in the principal amount of $4,000,000 with an
interest rate of Twelve Percent (12%) and a one year maturity which may be
extended for an additional one year period by the Company and, at the
discretion of the lender, successive one year periods thereafter. Extensions
bear the interest rate of Sixteen and Thirty-Six One-Hundredths Percent
(16.36%). This note includes a provision allowing the Company to prepay the
note without penalty. The second note is in the principal amount of $2,000,000
with a Thirty Percent (30%) interest rate and maturity date of December 26,
2003. This note includes a provision allowing the Company to prepay the note
without penalty.

The property is unimproved land and the Company has not yet determined a
development plan. Because the property is currently unimproved, no portion of
the appraised value is subject to depreciation. In the opinion of management,
the property is adequately covered by insurance.

Palm Springs.The Palm Springs property is comprised of 28 assembled land
parcels located in Southern California with a cumulative acreage total of
approximately 3,004.81 acres. The property is owned in fee simple by Signature
Palm Springs, LLC, a wholly owned subsidiary of Signature Horizons, Inc. our
wholly owned subsidiary and was acquired on May 9, 2002 for Four Million Nine
Thousand Eight Hundred Thirty Dollars ($4,009,830). The property is encumbered
by two promissory notes executed with the Seller in the aggregate principal
amount of $3,950,000, both dated May 3, 2002. See Notes to Financial
Statements for additional terms of the promissory notes.

The property is unimproved land and the Company has not yet determined a
development plan. Because the property is currently unimproved, no portion of
the appraised value is subject to depreciation. In the opinion of management,
the property is adequately covered by insurance.

The Palm Springs property is currently the subject of litigation in the state
of California. See Legal Proceedings.

Investment Policies

Investment in Real Estate or Interest in Real Estate

The Company may invest in real estate or interest in real estate located
anywhere in or out of the continental Unites States, but plans to focus on
those states where the Company owns property and those markets of substance for
the target market and business development model. The Company may invest in any
type of real estate or interest in real estate including, but not

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limited to, golf course communities, office buildings, apartment building,
shopping centers, industrial and commercial properties, special purpose
buildings and undeveloped acreage. The officers of the Company and the board of
directors of the Company shall approve the acquisition of all real estate and
real estate interest.

There is no limitation on the number or amount of mortgages which may be
placed on any one piece of property. However, in the event the Company would
seek to borrow an amount which is more than 300% or 3 times the companys total
net assets, approval must be sought by the board of directors and disclosed to
the shareholders in the next quarterly report. In addition to the 300%
limitation on total indebtedness, the Company has a policy that may be changed
at anytime without shareholder approval of not exceeding an 85% debt level on
our real estate assets.

The method of financing the purchase of real estate shall be primarily
from borrowed funds and the sale of shares. The officers and the board of
directors of the Company shall approve the financing of all real estate and
real estate interest.

It is not our policy to acquire assets primarily for capital gain through
sale in the short term. Rather, it is our policy to acquire assets with the
intention to hold the asset for the long term unless an imminent sale is
strongly accretive and warrants consideration. During the holding period it is
our policy to develop the real estate or hold for capital appreciation through
an increase in our stock price as a result of the increase in value of the
underlying real estate portfolio. The board of directors as it relates to
investments in real estate or interest in real estate may change any policy
anytime without notice to or a vote of the shareholders.

The officers of the Company shall delegate the method of operating the
real estate to internal employees, consultants and independent contractors.
The officers of the Company and the board of directors shall make all major
operating decisions concerning the operation of our real estate.

Investments in Real Estate Mortgages

The Company does not presently hold investments in real estate mortgages
nor is it the intent of the Company to invest in real estate mortgages in the
near future. However, this policy may be changed at anytime without notice to
or a vote of the shareholders.

Securities of or Interests in Persons Primarily Engaged in Real Estate
Activities

The Company intends to form separate limited liability companies for each
development that it owns and operates, which will be structured and accountable
as independent profit centers. The Company will be the managing member of all
the limited liability companies, and have the exclusive power under the
Operating Agreement to manage and conduct the business of the company.

The limited liability companies will acquire real estate and will be
formed under the laws of the states in which the real estate is located. The
separate limited liability companies will be subsidiaries of the Company and
reported on and accounted for based on the membership participation interest of
the Company.

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Item 3. Legal Proceedings

On March 21, 2003, a complaint was filed in Sparkasse
Aschaffenburg-Alzenau v. Silver State Funding, Ltd., Libuse Hornak, Charles
McLaughlin, Bobbee Lou McLaughlin and Signature Horizons, Inc. in the United
States District Court, Central Division of California  Riverside Division
(Case No. EDCV 03-0326 VAP (SGLX)) alleging that Ms. Hornak lacked the proper
authority to transfer the Palm Springs properties to the Company. The
plaintiff has prayed for equitable relief against the Company and other
defendants, including that the transfer of the property to the Company be set
aside.

The Company is engaged in various other litigation matters from time to
time in the ordinary course of business.




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

None.




PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters

The Companys common stock is listed on OTCBB under the symbol SHZO. The
following table sets forth the high and low bid prices for the common stock.
The quotations listed below reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and do not necessarily represent actual
transactions.

2001High
    
    
    
    
    
    LowFirst Quarter
    
    
    n/a
    
    
    
    
    
    
    
    n/aSecond Quarter
    
    
    n/a
    
    
    
    
    
    
    
    n/aThird Quarter
    
    
    n/a
    
    
    
    
    
    
    
    n/aFourth Quarter
    
    
    2.00
    
    
    
    
    
    
    
    .78


2002High
    
    
    
    
    
    LowFirst Quarter
    
    
    n/a
    
    
    
    
    
    
    
    n/aSecond Quarter
    
    
    .03
    
    
    
    
    
    
    
    .03Third Quarter
    
    
    .04
    
    
    
    
    
    
    
    .04Fourth Quarter
    
    
    2.50
    
    
    
    
    
    
    
    1.35


2003High
    
    
    
    
    
    LowFirst Quarter
    
    
    .99
    
    
    
    
    
    
    
    .11


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Holders

On December 31, 2002 there were approximately 120 shareholders of record of the
Companys common stock, based on information provided by the Companys transfer
agent. This number may not include individuals whose shares are held in street
names.

Dividends

The Company has never paid dividends on its Common Stock and does not
anticipate that it will do so in the foreseeable future. For the foreseeable
future any future earnings or funds otherwise available, if any, for the
payment of dividends will be used for reinvestment in the Companys business.
Any future determination to pay cash dividends on the Common Stock will be at
the discretion of the Board of Directors and will reflect such other factors
(including contractual requirements) as the Board of Directors deem relevant.

Recent Sales of Unregistered Securities

On October 31, 2002, the Company issued 15,972,400 shares of its common stock
to the stockholders of Signature in exchange for the 15,972,400 issued and
outstanding shares of common stock of Signature held by them, which represented
all of the issued and outstanding shares of common stock, no par value, of
Signature Horizons, Inc., a privately-held Georgia corporation, pursuant to a
Share Exchange Agreement dated October 28, 2002. The newly-issued Lummi common
stock, issued in the share exchange, was issued by Lummi relying on an
exemption from registration pursuant to Section 4(2) under the Securities Act
and Regulation D thereunder or similar exemptions under the Securities Act, and
the certificates representing the shares of newly-issued Lummi common stock
bear the appropriate legend to identify such shares as restricted securities
under the Securities Act and to comply with applicable state securities laws.
Each Signature shareholder understands that the newly issued Lummi common stock
is restricted within the meaning of the Securities Act of 1933, as amended,
subject to limitations on resale under Rule 144.




Item 6. Managements Discussion and Analysis or Plan of Operation

Forward Looking-Statements and Associated Risks

This Annual Report on Form 10-KSB contains certain forward-looking statements.
These forward-looking statements are based largely on the Companys current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from these forward-looking statements. In view
of these risks and uncertainties, there can be no assurance that the
forward-looking statements contained in this annual report on Form 10-KSB will
in fact transpire.

Plan of Operation

Signatures business plan for the next twelve months includes future
acquisitions or investments in real property, other companies, facilities or
technologies, the development of existing properties and completion of
financing to close Sea Trail Plantation as detailed below.

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Development will be targeted at geographical and revenue diversified golf
resorts with gated residential country club communities for both permanent and
second home purchases with practical and inventive residential and commercial
real estate developments complimented by added services. The business plan is
not to acquire assets primarily for capital gain through sale in the short
term. Rather, the policy is to acquire assets with the intention to hold the
asset long term unless an imminent sale is strongly accretive and warrants
consideration. The company will own, develop and manage through Signature
Horizons, Inc., its wholly owned subsidiary, golf community residential and
commercial resort real estate and neighborhood retail shopping centers in
staged expansion by utilizing senior securities, offering securities in
exchange for property, placing acquisition and development debt instruments and
by engaging in the purchase and sale or turnover of investments and land.

Signature expects to minimize capital requirements by structuring joint
ventures to minimize land cost and place equity partners in certain
developments therein, building an asset-based portfolio, while minimizing the
risk of the traditional leveraged real estate developments. Signature expects
to create predictable, recurring long-term revenue streams from lot sales, home
sales, commercial parcel sales, lease property management services and general
resort and golf course operations.

Signature Wisconsin-Dell was acquired September 23, 2002 for 145,083 shares of
the Companys common stock (on a post Share Exchange basis) and cash to the
seller of $1,575,000. The property is currently listed with a broker for sale.

Signature Joe Creek was acquired in July 2002 for 20,834 shares of the
Companys common stock (on a post Share Exchange basis). The property was sold
on April 11, 2003 for $245,000.

Signature Plum Creek was acquired in July 2002 for 12,222 shares of the
Companys common stock (on a post Share Exchange basis). The property was sold
on May 2, 2003 for $120,000.

Signature Palm Springs was acquired May 9, 2002. The purchase and sale
agreement for the acquisition closed for $50,000 cash to the seller, and two
promissory notes in the aggregate principal amount of $3,950,000 to seller.
The long-term business role of the land inventory is to have availability of
liquidity in the form of land sales. The exit strategy for the land bank will
be to divest the property at the most profitable price points.




Signature Horizons, Inc. and Sea Trail Corporation (Sea Trail)
previously entered into a purchase and sale agreement for the acquisition of the Sea
Trial assets. Our agreement expired in April 2003, and the
Companys deposit of $500,000 was nonrefundable.




Liquidity and Capital Resources




Signatures operations currently do
not generate cash flow and are not expected to do so during 2003. As
a result Signature has been and remains dependent upon raising funds
through the issuance of equity and placement of debt. In addition,
the Companys former Chief Executive Officer and former Chief
Financial Officer have made loans to the Company and have contributed
capital to the Company.

Signature anticipates the need for
additional capital as it pursues its business strategy. Based on the
Companys current cash outflow, the
Company can maintain its current operations for
two months without raising any additional
capital. The Company is currently seeking financing for proposed real
estate acquisitions and working capital, which the Company
anticipates receiving in the second quarter of 2003. If the financing
is achieved, the Company expects to receive additional capital to
maintain its operations for the remainder of 2003. However, Signature
is not able to provide any assurances that its current negotiations
will result in additional financing.




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Additionally, the Company has sought
to reduce its costs and sell all its non-performing assets of raw
land to have available funds for working capital. The Joe Creek and
Plum Creek land parcels have been sold and the Wisconsin-Dell
property is actively listed for sale. The Company has also terminated
numerous consulting agreements and will continue to do so to reduce
operating costs. Since inception, the Company has issued almost 16
million shares of common stock for services in lieu of cash payments
of approximately $865,000, and reduced its number of employees since
December 31, 2002. In addition, the Company does not expect to renew
its current lease for its office space upon its expiration in October
2003, and intends to lease smaller, less expensive office space.




Risk Factors

We may be unable to raise additional capital necessary to conduct our business.




We intend to raise additional capital through a combination of the new debt
issuances and equity sales (from private as well as public sources),
traditional acquisition and development loans potentially utilizing any largely
unencumbered properties as collateral for such loans. Implementation of our
strategy and our business plan is contingent upon the availability of such
funding sources. No assurance can be given that we will be able to raise
additional capital, at terms that are acceptable to it, or at all. Our failure
to raise additional capital within the next two months would have an adverse
effect on our financial condition and results of operations.




Our real estate investments are relatively illiquid.

Because real estate investments are relatively illiquid, our ability to vary
our portfolio promptly in response to economic or other conditions is limited.
The foregoing may impede our ability to respond to adverse changes in the
performance of our investments and could have an adverse effect on our
financial condition and results of operations.

Our business plan includes the acquisition of real property and/or businesses
which may disrupt our day-to-day operations.

We may not realize the anticipated benefits of any acquisition or investment.
If we make any acquisition, we will be required to assimilate the operations,
products and personnel of the acquired businesses and to train, retain and
motivate key personnel from the acquired businesses. Similarly, acquisitions
may cause disruptions in our operations and divert our managements attention
from day-to-day operations, which could impair our relationships with our
employees, customers and strategic partners. In addition, our profitability
may suffer because of acquisition related costs, amortization costs for certain
intangible assets, and impairment losses related to goodwill.

Development and construction risks could impact our performance.

We may be unable to obtain, or may face delays in obtaining, necessary zoning,
land-use, building, occupancy and other required governmental permits and
authorizations, which could result in increased development costs. We may also
incur construction costs on a project that

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exceeds original estimates due to increased materials, labor or other costs,
which would make completion of the project no economical.

We have not obtained environmental analyses on our properties.

We have not obtained independent Phase I environmental site assessments for all
of our property acquisitions. As a result, there may be environmental
contamination at our properties of which we are unaware. As the owner or
operator, we may be liable for the costs of removal of the releases of certain
hazardous or toxic substances. The presence of hazardous or toxic substances on
or nears our properties, or the failure to properly clean them up, may
adversely affect our ability to sell, develop, rent or lease the property or to
use such property as collateral for our borrowings.

Some potential losses are not covered by insurance.

We carry comprehensive liability insurance on all of our properties, and
believes that our insurance coverage is reasonably adequate. Certain types of
losses, such as lease and other contract claims, generally are not insured.
Should an uninsured loss or a loss in excess of insured limits occur, we could
lose some or all of our investment in a property, and the anticipated future
revenue from the property could be adversely affected. Notwithstanding any
such loss, we would still owe mortgage debt or other financial obligations
related to the property.




Item 7. Financial Statements

See Financial Statements and Notes to
Financial Statements set forth on pages 22 through 37 of this Annual Report on Form 10-KSB.




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

As disclosed on Form 8-K/A filed with the Commission on November 21, 2002,
the Company engaged Braverman & Company, P.C. as its principal accountant to
replace its former principal accountant, Armando C. Ibarra, C.P.A. as of
November 14, 2002. The decision to dismiss Armando C. Ibarra, C.P.A was
approved by the Board of Directors of the Company.

Neither of the reports of the former principal accountant on the financial
statements for the fiscal years ending December 31, 2000 and December 31, 2001,
for the Company contained an adverse opinion or disclaimer of opinion, nor was
either qualified or modified as to uncertainty, audit scope, or accounting
principles. During the two most recent fiscal years and the subsequent interim
period preceding the dismissal, there were no disagreement(s) with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the former account, would have caused it to
make reference to the subject matter or the disagreement(s) in connection with
its reports.

During the audited period ending December 31, 2001, and the subject
unaudited interim period, the Company had not consulted Braverman & Company,
P.C., regarding any matter requiring disclosure under Regulation 8-K, Item
304(a)(2).

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The Company filed Armando C. Ibarra, C.P.A.s letter addressed to the
Securities and Exchange Commission as Exhibit 16.1 to the Form 8-K/A.

Further, as disclosed on Form 8-K/A filed with the Commission on January
31, 2003, on or about December 14, 2001, Powell & Booth, PC declined to stand
for re-election as Signature Horizons, Inc.s f/k/a Oasis Group (our
wholly-owned subsidiary) independent accountants because Powell & Booth, PC
does not perform audit work for reporting companies. Powell & Booth, PC had
been engaged to audit Signature Horizons, Inc.s financial statements for the
year ended December 31, 2000 and for the period from November 16, 1999
(inception) to December 31, 2000. On or about January 29, 2002 Signature
Horizons, Inc. retained the firm of Braverman & Company, P.C., as its
independent accountants to conduct the audit of the Companys financial
statements for the fiscal year 2001 and thereafter. The decision to engage
Braverman & Company, P.C., was approved by the Board of Directors of Signature
Horizons, Inc.

During the two most recent fiscal years and the subsequent interim period
through December 14, 2001, there were no disagreements with Powell & Booth, PC
on any matter of accounting principles, financial disclosure, or auditing scope
or procedures, which disagreements if not resolved to their satisfaction would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.

The audit report of Powell & Booth, PC on the financial statements for the
year ended December 31, 2000 and for the period from November 16, 1999
(inception) to December 31, 2000, did not contain any adverse opinion or
disclaimer of opinion, nor was it modified as to uncertainty, audit scope or
accounting principles.

During the two most recent fiscal years and the subsequent interim period
through January 29, 2002, Signature Horizons, Inc. did not consult with
Braverman & Company, P.C. regarding the application of generally accepted
accounting principles to a specific transaction, either proposed or completed,
or the type of audit opinion that might be rendered on Signature Horizons,
Inc.s Financial Statements.

The Company filed Powell & Booth, PCs letter addressed to the Securities
and Exchange Commission as Exhibit 16.1 to the Form 8-K/A.




PART III




Item 9. Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

The following table sets forth all the directors, executive officers and
significant employees of the Company as of May 1, 2003.

NAME
    
    AGE
    
    POSITIONRonald A. Potts
    
    
    55
    
    
    Chairman of the Board and DirectorPeggy A. Evans
    
    
    55
    
    
    Chief Executive
Officer, Chief Operating Officer and Director


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NAME
    
    AGE
    
    POSITIONLewis C. Bivens
    
    
    57
    
    
    DirectorWilliam Bryant
    
    
    60
    
    
    Chief Financial Officer


Ronald A. Potts became President, Chief Executive Officer and a Director of the
Company in connection with the Share Exchange in October 2002. On May 1, 2003,
Mr. Potts was appointed as Chairman of the Board, and resigned as President and
Chief Executive Officer. Mr. Potts is a financial expert with 30 years
experience in the investment industry. During his career, Mr. Potts has
facilitated more than $500 million in financing for both the private and public
sectors. Mr. Potts was employed by RBC Dominion Securities, one of Canadas
largest investments firms. His work as an independent investment and merchant
banker has made him an invaluable asset for the Company in creating their
capital structure and guiding their financing strategies. Mr. Potts is a
graduate of the University of Western Ontario.

Lewis Carl Bivens became a Director of the Company in connection with the Share
Exchange in October 2002. Mr. Bivens is currently employed as the Director of
Promotions for Sports Belle, Inc. He has been an employee of the corporation
since April of 1996. Prior to coming to Sports Belle, Inc. Mr. Bivens was an
educator in the public school system for 29 years; he taught academic classes
and was also a head coach in the athletic department. Mr. Bivens obtained his
B.S. from Tennessee Wesleyan College, Athens, Tennessee; and his Masters from
Union College, Kentucky. Mr. Bivens has been a member of numerous civic and
social organizations.

Peggy A. Evans became Chief Financial Officer, Chief Operating Officer and a
Director of the Company in connection with the Share Exchange in October 2002.
On May 1, 2003, Ms. Evans resigned as Chief Financial Officer and was appointed
as Chief Executive Officer. Ms. Evans has over twenty five years experience
in business and financial management, hotel and restaurant development,
operations and construction. Ms. Evans was Chief Financial Officer and
Operation Officer of a hotel investment company based in Palm Desert,
California where she was responsible for the financial management and operation
arm of the company, including 11 full service hotels located throughout the
U.S. Previously she was the business manager of a commercial contracting firm
and Chief Financial Officer and business manager of a newspaper company where
she was responsible for the publication of three daily newspapers located in
Palm Desert, California. She was recently the developer, operator and co-owner
of Eston Hospitality, Inc. Ms. Evans holds a B.S. degree in business from
Pepperdine University.

William Bryant became Chief Financial Officer on May 1, 2003. Prior to this
Mr. Bryant served as Controller of the Company. Mr. Bryant has a background in
banking with over 25 years of experience in accounting, financial management,
strategic planning, and loan administration. He has served as a Senior Vice
President for three financial institutions as well as a member of the executive
committee, asset liability committee, and a member of the investment committee.
Mr Bryant is a graduate of the University of Tennessee, Knoxville, with a
Bachelor of Science degree in accounting. Mr. Bryant has been a member of
financial management organizations and numerous civic organizations.

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There are no family relationships among any of the officers listed above. No
officer was selected pursuant to any arrangement between himself and any other
person. Officers are elected annually to serve for the following year or until
the election and qualification of their successors.

Board Composition

Each member of the Board of Directors is elected by the shareholders. Each
director serves for a one (1) year term.

Each officer is elected by, and serves at the discretion of, the Board of
Directors. There are no family relationships among any of the directors or
executive officers.

Committees of the Board

The Board has not appointed any committees to date, but intends to appoint an
audit committee and compensation committee. The entire Board currently
performs audit and compensation committee functions.

Compliance with Section 16(a) of the Exchange Act

The members of the Companys Board of Directors, its executive officers and
holders of 10% or more of its outstanding common stock are subject to the
reporting requirements of Section 16(a) of the Securities Exchange Act of 1934,
as amended, which require them to file reports with respect to their ownership
of the Companys common stock and their transactions in such common stock.
Based upon (1) the copies of Section 16(a) reports that the Company received
from such persons for transactions in the common stock and their common stock
holdings for the fiscal year ended December 31, 2002, and (2) the written
representations received from one or more of such persons that no annual Form 5
reports were required to be filed by them for such period, the Company believes
that all reporting requirements under Section 16(a) for such period were met in
a timely manner by its executive officers, Board members and greater than 10%
shareholders.

Code of Ethics

Signature has adopted a code of ethics that applies to every employee, officer
and director of the Company. The code of ethics is filed as an exhibit to this
Form 10-KSB.

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Item 10. Executive Compensation

SUMMARY COMPENSATION TABLE




ANNUAL
    
    LONG TERMSecuritiesName and Principal
    
    
    
    
    
    
    
    
    
    Other Annual
    
    Restricted Stock
    
    Underlying
    
    
    
    All otherPosition
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    Compensation ($)
    
    Award(s)
    
    Options/SARs
    
    LTIP Pay-outs (s)
    
    Compensation ($)Ronald A. Potts,
    
    
    2000
    
    
    None
    
    none
    
    none
    
    none
    
    none
    
    none
    
    nonePresident and Chief
    
    
    2001
    
    
    $112,500
    
    
    
    
    

$82,000Executive Officer
    
    
    2002
    
    
    $374,342
    
    
    
    
    
    $127,980
    
    
    
    
    
    $308,032(2)(1)Gary Stannell (3)
    
    
    2000
    
    

none2001
    
    

none2002
    
    

nonePeggy A. Evans,
    
    
    2000
    
    
    none
    
    none
    
    none
    
    none
    
    none
    
    none
    
    noneChief Financial
    
    
    2001
    
    

none
    
    
    
    
    

$16,000Officer (4)
    
    
    2002
    
    
    $215,000
    
    
    
    
    
    $60,000
    
    
    
    
    
    $134,117







---

|(1) |  | Compensation listed for 2001 and for the period of 2002 prior to the Share
Exchange represents compensation paid by Signature Group, Inc., our subsidiary
for services as President and CEO. Mr. Potts resigned as President and Chief
Executive Officer on May 1, 2003.                                                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes miscellaneous compensation of
$30,381 and an agreement by the Company to pay federal
income taxes of $277,650.                                                                                                                                                                                                 
|   
|(3) |  | Mr. Stannell resigned as President and Chief Executive Officer on October
31, 2002.                                                                                                                                                                                                                                     
|   
|(4) |  | Compensation listed for 2001 and for the period of 2002 prior to the Share
Exchange represents compensation paid by Signature Group, Inc., our subsidiary
for services as Chief Financial Officer. Ms. Evans resigned as Chief Financial
officer on May 1, 2003 and was appointed President and Chief Executive Officer.

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|(5) |  | Includes miscellaneous compensation of
$9,389 and an agreement by the Company to pay federal and
state income taxes of $124,728.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------

DIRECTOR COMPENSATION

During the most recently completed financial year ended December 31, 2002,
there was no compensation paid, by the Company to its directors for services as
a director. There are no standard arrangements for any such compensation to be
paid other than reimbursement for expenses incurred in connection with their
services as directors, although the Company from time to time may grant options
to acquire Common Shares for directors. As at the date hereof the Company has
no outstanding options to the directors that has been granted for their
services.

EMPLOYEE CONTRACTS

Mr. Potts entered into an employment agreement with the Company as its Chief
Executive Officer and Chairman of the Board, dated as of November 1, 2002. The
term of the agreement is three years.

The agreement entitles Mr. Potts to a base salary of $264,000 per year, with a
performance bonus of up to $100,000, if Mr. Potts achieves the goals and
objectives determined by the Board of Directors with respect to each year. Mr.
Potts may elect to receive the bonus payable in cash or stock of the Company.
In addition, the agreement grants Mr. Potts a five-year option to purchase
500,000 shares of the Companys common stock at a price of $1.00 per share.
The options shall vest at a rate of 20% per year. The agreement
further provides for health, life and disability insurance, a term
life insurance policy of $500,000, and an automobile allowance.

In the event that Mr. Potts employment is terminated for any reason other than
cause, Mr. Potts is entitled to receive a severance payment equal to three
times his annual compensation payable over twelve months. If such termination
is a result of a change in control, Mr. Potts severance payment shall equal
four times his annual compensation. In addition, all unvested stock options
shall immediately vest and be exercisable for a period of eighteen months after
the termination.

The agreement contains a non-disclosure provision that prohibits Mr. Potts from
disclosing any trade secrets of the Company for an indefinite period of time
after termination of the agreement and from disclosing any confidential
information for a period of two years after termination of the agreement.

Ms. Evans entered into an employment agreement with the Company as its
Chief Operating Officer and Chief Financial Officer, dated as of November 1,
2002. The term of the agreement is three years.

The agreement entitles Ms. Evans to a base salary of $240,000 per year, with a
performance bonus of up to $100,000, if Ms. Evans achieves the goals and
objectives determined by the Board of Directors with respect to each year. Ms.
Evans may elect to receive the bonus payable in cash or stock of the Company.
In addition, the agreement grants Ms. Evans a five-year option to purchase
500,000 shares of the Companys common stock at a price of $1.00 per share.
The options shall vest at a rate of 20% per year. The agreement further
provides for health, life and disability insurance, a term life insurance
policy of $500,000, and an automobile allowance.

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In the event that Ms. Evans employment is terminated for any reason other than
cause, Ms. Evans is entitled to receive a severance payment equal to three
times her annual compensation payable over twelve months. If such termination
is a result of a change in control, Ms. Evans severance payment shall equal
four times her annual compensation. In addition, all unvested stock options
shall immediately vest and be exercisable for a period of eighteen months after
the termination.

The agreement contains a non-disclosure provision that prohibits Ms. Evans from
disclosing any trade secrets of the Company for an indefinite period of time
after termination of the agreement and from disclosing any confidential
information for a period of two years after termination of the agreement.




Consulting Arrangements

The Company also engaged the following
consultants during the fiscal year ended December 31, 2002:



Consultant
    
    Services
    
    
    Fees & ExpensesBach
Consulting, Inc.
    
    Real
Estate Consulting Services in connection with properties in Tennessee
and North Carolina
    
    
    $255,000Osprey
Investments, LLC
    
    Corporate
Web Page Design, Corporate Logo Design, Public Relations and
Marketing Services
    
    
    $300,000








Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of April 30, 2003 certain information
regarding beneficial ownership of common stock by:



| |  |  | Each person known to the Company who owns beneficially more than
five percent (5%) of the common stock;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | The directors;
| | - |  | --------------



| |  |  | The executive officers; and
| | - |  | ---------------------------



| |  |  | All executive officers and directors as a group.
| | - |  | ------------------------------------------------

Beneficial ownership is determined in accordance with the rules and regulations
of the Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are
currently exercisable or exercisable within sixty (60) days of the date of this
Registration Statement are deemed outstanding. These shares, however are not
deemed outstanding for the purposes of computing the percentage ownership of
any other person. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, each shareholder named in the
table has sole voting and investment power with respect to the shares set forth
opposite such shareholders name. Unless otherwise indicated, the address for
the following shareholders is c/o Signature Horizons Group, Inc.




Name and Address of
    
    Amount and NatureTitle of Class
    
    Beneficial Owner
    
    of Beneficial Owner
    
    Percent of ClassCommon
    
    Charles B. Hicks
    
    
    3,000,000
    
    
7.5%21 Weinberg DriveOakridge, TN  37830Common
    
    Peggy A. Evans
    
    
    4,053,333
    
    
10.1%Common
    
    Ronald A. Potts
    
    
    10,383,202
    
    
25.8%





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Common
    
    Lewis Bivens
    
    
    663,533
    
    

1.7%Common
    
    William E. Bryant
    
    
    110,000
    
    
    *Common
    
    Directors and ExecutiveOfficers (four persons)
    
    
    15,210,068
    
    

37.9%







---

|* |  | Represents less than 1%.
|- |  | ------------------------



|(1) |  | Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
common stock beneficially owned by them. Under the rules of the Securities and
Exchange Commission, a person is deemed to be a beneficial owner of
securities if he or she has or shares the power to vote or direct the voting of
such securities or the power to direct the disposition of such securities. A
person is deemed to be the beneficial owner of any securities of which that
person has the right to acquire beneficial ownership within 60 days. More than
one person may be deemed to be a beneficial owner of the same securities.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Item 12. Certain Relationships and Related Transactions




On September 30, 2002, Ronald A.
Potts, the President and Chief Executive Officer of Signature
Horizons, Inc., our wholly-owned subsidiary at the time, exchanged
16,133 shares of our common shares that he held for 800,000 shares of
the common stock of UCAP Incorporated f/k/a/ Lahaina Acquisitions,
Inc. held by the Company that Mr. Potts had originally sold to the
Company in July 2000.

Advances totaling approximately
$150,000 were made to Rainwire Partners, Inc. over the two year
period ended December 31, 2002 of which approximately $35,000 was
made during 2002. Ms. Evans, our Chief Executive Officer Chief
Operating Officer and former Chief Financial Officer is the Chief
Operating Officer of Rainwire Partners, Inc. The majority of the
advances was used for legal and auditing expenses in connection with the proposed
Share Exchange between Rainwire and the Company, including expenses
incurred in connection with the preparation of a S-4 registration
statement.

Mr. Potts, our former Chief Executive
Officer and Ms. Evans, our Chief Executive Officer, Chief Operating
Officer and former Chief Financial Officer provided funds to the
Company during the 2002 for working capital. At December 31, 2002
they were owed $61,815 and $106,859, respectively. These advances to
the Company are not evidenced by a formal note or other arrangement.







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

(a) Exhibits: The following exhibits are filed as part of this report:




2.1
    
    Plan and Agreement of Share Exchange with Signature Horizons, Inc.
dated as of October 28, 2002 (2)3.1
    
    Certificate of Incorporation (1)3.2
    
    Amendment to Certificate of Incorporation (3)3.3
    
    Bylaws (1)10.1
    
    Employment Agreement with Ronald A. Potts10.2
    
    Employment Agreement with Peggy A. Evans21.1
    
    List of the Companys subsidiaries99.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 executed by Peggy A.
Evans, Chief Executive Officer and President of Signature Horizons
Group, Inc.99.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 executed by William
Bryant, Chief Financial Officer of Signature Horizons Group, Inc.99.3
    
    Code of Ethics







---

|(1) |  | Incorporated by reference to our registration statement on Form 10-SB12G,
filed on February 5, 2001.
|--- |  | ----------------------------------------------------------------------------------------------------

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|(2) |  | Incorporated by reference to our current report on Form 8-K, filed on
October 31, 2002.
|--- |  | ---------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Exhibit A of our information statement on
Schedule 14C, filed on February 19, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------




(b) Reports on Form 8-K

1. On October 31, 2002, the Company filed a Current Report on From 8-K
reporting the closing of the Share Exchange Agreement, the change in control of
the Company, the resignation of the Companys officers and directors (and
appointment of new officers and directors), and a 46 to 1 forward stock split
of the Companys shares with a record date of October 29, 2002.

2. On November 20, 2002, the Company filed a Current Report on From 8-K
reporting a change in its principal accountant from Armando C. Ibarra, CPA to
Braverman & Company, P.C. as of November 14, 2002.

3. On November 21, 2002, the Company filed a Current Report on From 8-K/A
amending the report filed on November 20, 2002.

4. On November 27, 2002, the Company filed a Current Report on From 8-K/A
amending the report filed on October 31, 2002 to include the Audited Financial
Statements of Signature Horizons, Inc. as of and for the year ended December
31, 2001, the unaudited Financial Statements of Signature Horizons, Inc. for
the nine months ended September 30, 2002, and the Pro Forma Financial
Information as of September 30, 2002.

5. On January 16, 2003, the Company filed a Current Report on From 8-K/A
amending the report filed on October 31, 2002 to include information about
Signatures change in accountant that occurred on December 14, 2001 and January
29, 2002.




6. On January 31, 2003, the Company filed a Current Report on From 8-K/A
amending the report filed on October 31, 2002, as amended on November 27, 2002
and January 16, 2003, with respect to Signatures change in accountant.







Item 14. Controls and Procedures

Our Chief Executive Officer and Chief
Financial Officer (collectively, the Certifying Officers) are
responsible for establishing and maintaining disclosure controls and
procedures for us. Our management, including each of the Certifying
Officers, does not expect that our disclosure controls or our
internal controls will prevent all error and fraud. A control system,
no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the
control system are met. In addition, the design of a control system
must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. In
light of our limited accounting staff and limited operations,
significant formalized controls and procedures are less practical and
cost effective.

Based upon our Certifying
Officers
evaluation of these controls and procedures as of a date within 90
days of the filing of this Annual Report, and subject to the
limitations noted hereinafter, the Certifying Officers have concluded
that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in this Annual Report
is accumulated and communicated to management, including our principal
executive officers as appropriate, to allow timely decisions
regarding required disclosure.

At the conclusion of the audit of the
consolidated financial statements of the Company for the year ended
December 31, 2002, our CEO and CFO met to discuss the results of the
audit and to discuss various matters with the Companys independent
accountants. We received a letter from our independent accountants
citing our limited staff and absence of an audit committee.
In response to these matters the Company intends to form an audit
committee to address the concerns presented by the independent
accountants. Management and the audit committee will also assess all
internal controls, policies and procedures and ensure that all
deficiencies cited are properly addressed.

The CEO and CFO Certifications
required in accordance with Rule 13a-14 of the Securities Exchange
Act of 1934 follow the Signatures section of this Annual Report. This
Controls and Procedures section of the Annual Report should be read
in conjunction with the Certifications for a more complete
understanding of the topics presented.




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TABLE OF CONTENTS

|                                                          |  |      |    | 
|--------------------------------------------------------- |  | ---- | -- | 
|                                                          |  | PAGE
|                                                          |  |     
|INDEPENDENT AUDITORS REPORT                              |  |      | 22 | 
|CONSOLIDATED BALANCE SHEET                                |  |      | 23 | 
|CONSOLIDATED STATEMENTS OF OPERATIONS                     |  |      | 24 | 
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY |  |      | 25 | 
|CONSOLIDATED STATEMENTS OF CASH FLOWS                     |  |      | 26 | 
|NOTES TO FINANCIAL STATEMENTS                             |  |      | 27 | 

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INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders
Signature Horizons Group, Inc.
Alpharetta, Georgia

We have audited the accompanying balance sheet of Signature Horizons Group,
Inc. and subsidiary (a Delaware corporation in the development stage) as of
December 31, 2002, and the related statements of operations and comprehensive
loss, changes in stockholders equity and cash flows for each of the years in
the two year period then ended, and for the period from November 16, 1999
(inception), through December 31, 2002. These financial statements are the
responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of Signature Horizons Group, Inc. as of
December 31, 2002, and the results of its operations and comprehensive loss,
and its cash flows for each of the years in the two year period then ended, and
for the period from November 16, 1999 (inception) through December 31,2002, in
conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is dependent on its ability to develop additional
sources of capital, and to ultimately achieve profitable operations.
This financial condition of the Company raises substantial doubt about its
ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Braverman & Company, P.C.
Prescott, Arizona
April 28, 2003

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SIGNATURE HORIZONS GROUP, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
December 31, 2002

|                                                              |                                                                                                                       |                            |            |            |            |  
|------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | -------------------------- | ---------- | ---------- | ---------- | -
|ASSETS                                                       
|Current Assets                                                |                                                                                                                       |                            |            |           
|                                                              | Cash                                                                                                                  |                            | $          | 459,580    |           
|                                                              | Accounts receivable-related parties                                                                                   |                            |            | 18,869     |           
|                                                              | Prepaid expenses                                                                                                      |                            |            | 978,392    |           
|                                                              | Undeveloped land held for sale                                                                                        |                            |            | 11,314,794 |           
|                                                              |                                                                                                                       |                            |            |           
|                                                              |                                                                                                                       | TOTAL CURRENT ASSETS       |            |            | 12,771,635 |  
|                                                              |                                                                                                                       |                            |            |           
|Equipment, at cost, net of
accumulated depreciation of $1,326 |                                                                                                                       |                            | 12,408     |           
|                                                              |                                                                                                                       |                            |            |           
|Other Assets                                                  |                                                                                                                       |                            |            |           
|                                                              | Preacquisition real estate costs                                                                                      |                            |            | 11,457     |           
|                                                              | Escrow-real estate                                                                                                    |                            |            | 675,000    |           
|                                                              | Deferred finance charges                                                                                              |                            |            | 481,259    |           
|                                                              |                                                                                                                       |                            |            |           
|                                                              |                                                                                                                       |                            | 1,167,716  |           
|                                                              |                                                                                                                       |                            |            |           
|                                                              |                                                                                                                       | $                          | 13,951,759 |           
|                                                              |                                                                                                                       |                            |            |           
|LIABILITIES AND STOCKHOLDERS EQUITY                         
|Current Liabilities                                           |                                                                                                                       |                            |            |           
|                                                              | Notes payable                                                                                                         |                            | $          | 11,884,382 |           
|                                                              | Accounts payable                                                                                                      |                            |            | 637,052    |           
|                                                              | Delinquent payroll taxes                                                                                              |                            |            | 670,853    |           
|                                                              | Related party advances                                                                                                |                            |            | 168,674    |           
|                                                              | Liquidating damages on notes payable                                                                                  |                            |            | 499,000    |           
|                                                              | Other accrued liabilities                                                                                             |                            |            | 306,786    |           
|                                                              |                                                                                                                       |                            |            |           
|                                                              |                                                                                                                       | TOTAL CURRENT LIABILITIES  |            |            | 14,166,747 |  
|                                                              |                                                                                                                       |                            |            |           
|Commitments and Contingencies                                 |                                                                                                                       |                            |            |           
|Stockholders Equity                                          |                                                                                                                       |                            |            |           
|                                                              | Preferred stock, $.0001 par value; 20,000,000
shares authorized; none issued or outstanding                           |                            |            |           |           
|                                                              | Common stock, $.0001 par value;
80,000,000 shares authorized; 26,846,922 shares issued;
23,706,922 shares outstanding |                            |            | 2,685      |           
|                                                              | Paid in capital                                                                                                       |                            |            | 8,523,297  |           
|                                                              | (Deficit) accumulated during the development stage                                                                    |                            |            | (8,583,670 | )         
|                                                              | Treasury stock                                                                                                        |                            |            | (157,300   | )         
|                                                              |                                                                                                                       |                            |            |           
|                                                              |                                                                                                                       | TOTAL STOCKHOLDERS EQUITY |            |            | (214,988   | )
|                                                              |                                                                                                                       |                            |            |           
|                                                              |                                                                                                                       | $                          | 13,951,759 |           
|                                                              |                                                                                                                       |                            |            |           

The accompanying notes are an integral part of these financial statements

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##### Table of Contents



SIGNATURE HORIZONS GROUP, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   |              |           | 
|------------------------------------------------------------------------- | ------------------------------------------------------------------ | - | ------------ | --------- | ------------ | - | ---------- | --------- |  | - | ------------ | --------- | 
|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   | November 16,
|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   | 1999        
|                                                                          |                                                                    |   | Year Ended   |           | (Inception) 
|                                                                          |                                                                    |   | December 31, |           | through     
|                                                                          |                                                                    |   |              |           | December 31,
|                                                                          |                                                                    |   | 2002         |           | 2001         |   | 2002      
|                                                                          |                                                                    |   |              |           |              |   |           
|Revenues                                                                  |                                                                    |   |              |           |              | $ | 2,453      |           |  | $ | 2,453        |          
|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   |              |          
|Costs and Expenses                                                        |                                                                    |   |              |           |              |   |            |           |  |   |              |          
|                                                                          | General and administrative expenses                                |   |              | 3,941,466 |              |   |            | 1,119,019 |  |   |              | 5,562,889 | 
|                                                                          | Consulting- related parties                                        |   |              | 303,012   |              |   |            | 19,500    |  |   |              | 322,512   | 
|                                                                          | Depreciation and amortization                                      |   |              | 42,982    |              |   |            |           |  |   |              | 42,982    | 
|                                                                          | Loss on abandonment of preacquisition
costs, deposits and advances |   |              | 959,484   |              |   |            | 243,212   |  |   |              | 1,202,696 | 
|                                                                          | Unrecoverable advances to affiliate                                |   |              | 32,030    |              |   |            | 114,925   |  |   |              | 146,955   | 
|                                                                          | Loan fees and interest                                             |   |              | 592,088   |              |   |            |           |  |   |              | 592,088   | 
|                                                                          | Liquidating damages on notes payable                               |   |              | 499,000   |              |   |            |           |  |   |              | 499,000   | 
|                                                                          | Realized loss on sale of securities to related party               |   |              | 217,000   |              |   |            |           |  |   |              | 217,000   | 
|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   |              |          
|                                                                          |                                                                    |   | 6,587,063    |           |              |   | 1,496,656  |           |  |   | 8,586,123    |          
|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   |              |          
|Net (Loss)                                                                |                                                                    |   | (6,587,063   | )         |              |   | (1,494,203 | )         |  |   | (8,583,670   | )        
|Other Comprehensive income (loss)                                         |                                                                    |   |              |           |              |   |            |           |  |   |              |          
|Unrealized holding gain (loss) on available-for-sale securities           |                                                                    |   | 7,500        |           |              |   | (107,500   | )         |  |   | (217,000     | )        
|Sale of available-for-sale securities in September 2002,
to related party |                                                                    |   |              |           |              |   |            |           |  |   | 217,000      |          
|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   |              |          
|Comprehensive (loss)                                                      |                                                                    | $ | (6,579,563   | )         |              | $ | (1,601,703 | )         |  | $ | (8,583,670   | )        
|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   |              |          
|(Loss) per share:                                                         |                                                                    | $ | (0.66        | )         |              | $ | (2.10      | )         |  |   |              |          
|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   |              |          
|Weighted average number of shares outstanding                             |                                                                    |   | 10,016,287   |           |              |   | 713,150    |           |  |   |              |          
|                                                                          |                                                                    |   |              |           |              |   |            |           |  |   |              |          

The accompanying notes are an integral part of these financial statements

-24-



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##### Table of Contents



SIGNATURE HORIZONS GROUP, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY

|                                                                              |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         |           |          |  
|----------------------------------------------------------------------------- | --------------------------------- | -------------------------------------------- | ------------------------------------- | ---------- | ------------ | -------- | ------- | ----- | ------------- | --- | ----------- | ------- | ---------- | -------- | -------------- | - | ----------- | - | ----------- | - | --------- |  | --------- |  | ------- | - | -------- | - | -------- | - | ---------- | ------- | --------- | -------- | -
|                                                                              |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   | (DEFICIT) |  |           |  |         |   |          |   |          |   |            |         |          
|                                                                              |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   | ACCUMULATED |   | ACCUMULATED |   |           |  |           |  |         |   |          |   |          |   |           
|                                                                              |                                   |                                              |                                       |            | COMMON STOCK |          |         |       |               |     | OTHER       |         | DURING THE |          | TREASURY STOCK |   |             |   |            
|                                                                              |                                   |                                              |                                       |            |              |          | PAID-IN |       | COMPREHENSIVE |     | DEVELOPMENT |         |            |          |                |   |            
|                                                                              |                                   |                                              |                                       |            | SHARES       |          | AMOUNT  |       | CAPITAL       |     | (LOSS)      |         | STAGE      |          | SHARES         |   | AMOUNT      |   | TOTAL      
|                                                                              |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |            
|BALANCE, AT INCEPTION                                                         |                                   |                                              |                                       |            |              | $        |        |       |               | $   |            |         |            | $        |               |   |             | $ |            |   |           |  |           |  |         | $ |         |   |          | $ |           |        
|Issuance of stock July 15, 2000, for:                                         |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |           |        
|                                                                              |                                   | Cash @ $4.12 per share                       |                                       |            | 75,000       |          |         |       | 8             |     |             |         | 309,161    |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 309,169   |         
|                                                                              |                                   | Acquisition of securities @ $13.76 per share |                                       |            | 26,667       |          |         |       | 3             |     |             |         | 366,997    |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 367,000   |         
|                                                                              |                                   | Services @ $30 per share                     |                                       |            | 867          |          |         |       | 0             |     |             |         | 26,000     |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 26,000    |         
|Proceeds from sale of common stock,                                           |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |           |        
|                                                                              |                                   | September 30, 2000, @ $24 per share          |                                       |            | 5,000        |          |         |       | 1             |     |             |         | 119,999    |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 120,000   |         
|Contributed services                                                          |                                   |                                              |                                       |            |              |          |         |       |               |     | 166,000     |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   | 166,000    |        
|Net (loss) for the year                                                       |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          | (117,000       | ) |             |   | (502,404    | ) |           |  |          |  |         |   |         |   |          |   | (619,404   | )      
|                                                                              |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |        
|BALANCE, DECEMBER 31, 2000                                                    |                                   |                                              | 107,533                               |            |              |          | 11      |       |               |     | 988,158     |         |            |          | (117,000       | ) |             |   | (502,404    | ) |           |  |          |  |         |   |         |   |          |   | 368,765    |        
|Issuance of common stock for cash:                                            |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |        
|                                                                              |                                   | March 31 @ $2.88 per share                   |                                       |            | 867          |          |         |       | 0             |     |             |         | 2,500      |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 2,500     |         
|                                                                              |                                   | June 30 @ $2.69 per share                    |                                       |            | 3,717        |          |         |       | 0             |     |             |         | 10,000     |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 10,000    |         
|                                                                              |                                   | June 30 @ $7.50 per share                    |                                       |            | 6,667        |          |         |       | 1             |     |             |         | 49,999     |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 50,000    |         
|                                                                              |                                   | August 15 @ $12.50 per share                 |                                       |            | 20,000       |          |         |       | 2             |     |             |         | 249,998    |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 250,000   |         
|                                                                              |                                   | October 15 @ $1.67 per share                 |                                       |            | 30,000       |          |         |       | 3             |     |             |         | 49,997     |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 50,000    |         
|                                                                              |                                   | October 31 @ $5.00 per share                 |                                       |            | 10,000       |          |         |       | 1             |     |             |         | 49,999     |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 50,000    |         
|                                                                              |                                   | December 5 @ $2.55 per share                 |                                       |            | 39,412       |          |         |       | 4             |     |             |         | 100,496    |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 100,500   |         
|                                                                              |                                   | December 5 @ $1.28 per share                 |                                       |            | 29,333       |          |         |       | 3             |     |             |         | 37,497     |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 37,500    |         
|                                                                              |                                   | December 5 @ $15.00 per share                |                                       |            | 1,333        |          |         |       | 0             |     |             |         | 20,000     |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 20,000    |         
|                                                                              |                                   | December 24 @ $17.14 per share               |                                       |            | 11,667       |          |         |       | 1             |     |             |         | 199,999    |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 200,000   |         
|Issuance of common stock for services:                                        |                                   |                                              |                                      |            |              |          |        |       |               |     |            |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |           |        
|                                                                              | January 31, 2001 @ $.30 per share |                                              |                                       | 964,567    |              |          |         | 96    |               |     |             | 289,274 |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            | 289,370 |          
|                                                                              | December 19 @ $.30 per share      |                                              |                                       | 13,333     |              |          |         | 1     |               |     |             | 3,999   |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            | 4,000   |          
|                                                                              | December 31 @ $.30 per share      |                                              |                                       | 26,667     |              |          |         | 3     |               |     |             | 7,997   |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            | 8,000   |          
|Preacquisition issuance of common stock:                                      |                                   |                                              |                                      |            |              |          |        |       |               |     |            |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |           |        
|                                                                              | December 31 @ $.03 per share      |                                              |                                       | 92,333     |              |          |         | 9     |               |     |             | 2,761   |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            | 2,770   |          
|Contributed services                                                          |                                   |                                              |                                       |            |              |          |         |       |               |     | 184,888     |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   | 184,888    |        
|Net (loss) for the year                                                       |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          | (107,500       | ) |             |   | (1,494,203  | ) |           |  |          |  |         |   |         |   |          |   | (1,601,703 | )      
|                                                                              |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |        
|BALANCE, DECEMBER 31, 2001                                                    |                                   |                                              | 1,357,428                             |            |              |          | 136     |       |               |     | 2,247,561   |         |            |          | (224,500       | ) |             |   | (1,996,607  | ) |           |  |          |  |         |   |         |   |          |   | 26,590     |        
|Issuance of shares for services on July 31, 2002                              |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |           |        
|                                                                              | at $.03 per share                 |                                              |                                       | 14,604,858 |              |          |         | 1,460 |               |     |             | 436,685 |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            | 438,145 |          
|Issuance of shares for cash @ $60 per share:                                  |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |        
|                                                                              |                                   | August 15, 2002                              |                                       |            | 2,000        |          |         |       | 0             |     |             |         | 120,000    |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 120,000   |         
|                                                                              |                                   | August 31, 2002                              |                                       |            | 417          |          |         |       | 0             |     |             |         | 25,000     |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 25,000    |         
|                                                                              |                                   | September 30, 2002                           |                                       |            | 5,958        |          |         |       | 1             |     |             |         | 357,499    |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 357,500   |         
|Issuance of shares for undeveloped real estate:                               |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |           |        
|                                                                              |                                   | July 3, 2002 @ $12 per share                 |                                       |            | 33,056       |          |         |       | 3             |     |             |         | 396,664    |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 396,667   |         
|                                                                              |                                   | September 23, 2002 @ $36 per share           |                                       |            | 145,083      |          |         |       | 15            |     |             |         | 5,222,985  |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         | 5,223,000 |         
|Purchase and cancellation of outstanding                                      |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |           |        
|                                                                              |                                   | shares of the Company on September 30, 2002: |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         |           |         
|                                                                              |                                   |                                              | at $9.30 per share from related party |            |              | (16,133  | )       |       |               | (2  | )           |         |            | (149,998 | )              |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         |           | (150,000 | )
|                                                                              |                                   |                                              | at $1.50 per share from related party |            |              | (400,000 | )       |       |               | (40 | )           |         |            | (599,960 | )              |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |         |           | (600,000 | )
|Cancellation of shares originally issued at $.30 for
services in January 2001 |                                   |                                              | (30,267                               | )          |              |          | (3      | )     |               |     | (9,077      | )       |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   | (9,080     | )      
|Proceeds from sale of common stock at $1.25
October 15, 2002                  |                                   |                                              | 270,000                               |            |              |          | 27      |       |               |     | 337,473     |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   | 337,500    |        
|Recapitalization October 28, 2002                                             |                                   |                                              | 9,062,000                             |            |              |          | 906     |       |               |     | (906        | )       |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |           |        
|Proceeds from sale of common stock at $1.00
December 28, 2002                 |                                   |                                              | 30,000                                |            |              |          | 3       |       |               |     | 29,997      |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   | 30,000     |        
|Issuance of shares for services November 26, 2002
at $.50                     |                                   |                                              | 310,165                               |            |              |          | 31      |       |               |     | 155,050     |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   | 155,081    |        
|Issuance of shares for collateral for loan on December 28,
2002 at $1.00      |                                   |                                              | 3,000,000                             |            |              |          | 300     |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  | 3,000,000 |  |         |   | (300     | ) |          |   |           |        
|Cancellation of shares originally issued at $.03 for
services in July 2002    |                                   |                                              | (1,527,643                            | )          |              |          | (153    | )     |               |     | (45,677     | )       |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   | (45,829    | )      
|Purchase of shares for stock exchange dissenters for the treasury             |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |        
|                                                                              |                                   | 30,000 at $.40                               |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  | 30,000  |   |          |   | (12,000  | ) |            |         | (12,000   | )       
|                                                                              |                                   | 10,000 at $2.00                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  | 10,000  |   |          |   | (20,000  | ) |            |         | (20,000   | )       
|                                                                              |                                   | 100,000 at $1.25                             |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  | 100,000 |   |          |   | (125,000 | ) |            |         | (125,000  | )       
|Contributed services                                                          |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |        
|Comprehensive income                                                          |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          | 7,500          |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   | 7,500      |        
|Net (loss) for the year                                                       |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          | 217,000        |   |             |   | (6,587,063  | ) |           |  |           |  |         |   |          |   |          |   | (6,370,063 | )      
|                                                                              |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |        
|BALANCE, DECEMBER 31, 2002                                                    |                                   |                                              | 26,846,922                            |            |              | $        | 2,685   |       |               | $   | 8,523,297   |         |            | $        |               |   |             | $ | (8,583,670  | ) |           |  | 3,140,000 |  |         | $ | (157,300 | ) |          | $ | (214,988   | )      
|                                                                              |                                   |                                              |                                       |            |              |          |         |       |               |     |             |         |            |          |                |   |             |   |             |   |           |  |           |  |         |   |          |   |          |   |            |        

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

-25-



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##### Table of Contents



SIGNATURE HORIZONS GROUP, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |              |            |  
|------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | --------------------------------------------- | - | ------------ | ---------- | ------------ | - | ---------- | -------- | - | - | ------------ | ---------- | -
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   | November 16,
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   | 1999        
|                                                        |                                                                                                          |                                               |   | Year Ended   |            | (Inception) 
|                                                        |                                                                                                          |                                               |   | December 31, |            | through     
|                                                        |                                                                                                          |                                               |   |              |            | December 31,
|                                                        |                                                                                                          |                                               |   | 2002         |            | 2001         |   | 2002      
|                                                        |                                                                                                          |                                               |   |              |            |              |   |           
|OPERATING ACTIVITIES                                    |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        | Net (loss) from operations                                                                               |                                               | $ | (6,587,063   | )          |              | $ | (1,494,203 | )        |   | $ | (8,583,670   | )         
|                                                        | Adjustments to reconcile net (loss) to net
cash used by operating activities:                            |                                               |   |              |            |              |   |            |          |   |   |              |           
|                                                        |                                                                                                          | Depreciation and amortization                 |   |              | 42,982     |              |   |            |          |   |   |              | 42,982     |  
|                                                        |                                                                                                          | Issuance of common stock for services         |   |              | 593,225    |              |   |            | 486,258  |   |   |              | 1,271,483  |  
|                                                        |                                                                                                          | Cancellation of common stock for services     |   |              | (54,909    | )            |   |            |          |   |   |              | (54,909    | )
|                                                        |                                                                                                          | Operating expenses provided by notes payable  |   |              | 297,167    |              |   |            |          |   |   |              | 297,167    |  
|                                                        |                                                                                                          | Realized loss on securities                   |   |              | 217,000    |              |   |            |          |   |   |              | 217,000    |  
|                                                        |                                                                                                          | Increase in accounts receivable               |   |              | (18,869    | )            |   |            |          |   |   |              | (18,869    | )
|                                                        |                                                                                                          | Increase in prepaid expenses                  |   |              | (6,142     | )            |   |            |          |   |   |              | (6,142     | )
|                                                        |                                                                                                          | Increase in payroll taxes payable             |   |              | 670,851    |              |   |            |          |   |   |              | 670,851    |  
|                                                        |                                                                                                          | Increase in liquidating damages               |   |              | 499,000    |              |   |            |          |   |   |              | 499,000    |  
|                                                        |                                                                                                          | Increase in accrued liabilities               |   |              | 306,787    |              |   |            |          |   |   |              | 306,787    |  
|                                                        |                                                                                                          | Increase in accounts payable                  |   |              | 384,254    |              |   |            | 125,802  |   |   |              | 510,056    |  
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        |                                                                                                          | Net Cash Flows (To) Operating Activities      |   |              | (3,655,717 | )            |   |            | (882,143 | ) |   |              | (4,848,264 | )
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|INVESTING ACTIVITIES                                    |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        | Increase in note receivable                                                                              |                                               |   |              |            |              |   | 42,573     |          |   |   |             |           
|                                                        | Preacquisition real estate costs                                                                         |                                               |   | 18,347       |            |              |   | 57,051     |          |   |   | (15,602      | )         
|                                                        | Increase in real estate escrows                                                                          |                                               |   | (675,000     | )          |              |   |            |          |   |   | (675,000     | )         
|                                                        | Purchase of equipment                                                                                    |                                               |   | (13,734      | )          |              |   |            |          |   |   | (13,734      | )         
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        |                                                                                                          | Net Cash Flows From (To) Investing Activities |   |              | (670,387   | )            |   |            | 99,624   |   |   |              | (704,336   | )
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|FINANCING ACTIVITIES                                    |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        | Proceeds from sale of common stock                                                                       |                                               |   | 870,000      |            |              |   | 770,500    |          |   |   | 2,069,668    |           
|                                                        | Purchase of outstanding common shares                                                                    |                                               |   | (600,000     | )          |              |   |            |          |   |   | (600,000     | )         
|                                                        | Increase in notes payable                                                                                |                                               |   | 4,415,838    |            |              |   |            |          |   |   | 4,415,838    |           
|                                                        | Repayment of notes payable                                                                               |                                               |   | (42,000      | )          |              |   |            |          |   |   | (42,000      | )         
|                                                        | Increase in related party loans                                                                          |                                               |   | 138,356      |            |              |   | 15,317     |          |   |   | 168,674      |           
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        |                                                                                                          | Net Cash Flows From Financing Activities      |   |              | 4,782,194  |              |   |            | 785,817  |   |   |              | 6,012,180  |  
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        |                                                                                                          | NET INCREASE (DECREASE) IN CASH               |   |              | 456,090    |              |   |            | 3,298    |   |   |              | 459,580    |  
|                                                        |                                                                                                          | CASH, BEGINNING OF PERIOD                     |   |              | 3,490      |              |   |            | 192      |   |   |              |           |  
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        |                                                                                                          | CASH, END OF PERIOD                           |   | $            | 459,580    |              |   | $          | 3,490    |   |   | $            | 459,580    |  
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES: |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        | Acquisition (disposition) of available-for-sale securities
for common stock                              |                                               | $ | (150,000     | )          |              | $ | 367,000    |          |   | $ |             |           
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        | Acquisition of undeveloped real estate, prepaid interest, and
deferred charges provided by notes payable |                                               | $ | 7,213,377    |            |              | $ |           |          |   | $ | 6,845,287    |           
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        | Unrealized holding gain (loss) on available-for-sale securities                                          |                                               | $ | 7,500        |            |              | $ | (107,500   | )        |   | $ |             |           
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        | Increase in accounts payable for treasury stock                                                          |                                               | $ | 157,000      |            |              | $ |           |          |   | $ | 157,000      |           
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        | Stock issued for real estate acquisitions                                                                |                                               | $ | 5,619,667    |            |              | $ | 2,770      |          |   | $ | 5,622,437    |           
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:      |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             
|                                                        | Interest paid during the period                                                                          |                                               | $ | 190,814      |            |              | $ |           |          |   | $ | 190,814      |           
|                                                        |                                                                                                          |                                               |   |              |            |              |   |            |          |   |   |             

The accompanying notes are an integral part of these financial statements

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##### Table of Contents



SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company Background

Signature Horizons Group, Inc. (the Company or Signature), formerly Lummi
Development, Inc., is a Delaware corporation formed January 18, 1999. It is a
publicly traded company in the development stage as defined under SFAS #7. The
Company acquired all of the outstanding common stock of Signature Horizons,
Inc. (SHI), formerly Oasis Group, Inc. and Oasis Communities, Inc. on October
28, 2002. SHI, which is a privately held Georgia corporation incorporated on
November 16, 1999, formed to develop residential and commercial real estate
projects and acquire existing businesses. The share exchange is a qualifying
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of
1986. Since inception SHIs activities have been limited to investigating real
estate and business acquisition opportunities. No significant revenues have
been earned. The fiscal year for financial and tax reporting purposes is
December 31.

Principles of Consolidation

The Companys consolidated financial statements as of December 31, 2002 and
2001 include the financial statements of the Company, its 100% owned real
estate limited liability companies, and a 100% owned subsidiary for all periods
presented. All significant intercompany accounts and transactions have been
eliminated.

Financial Statement Presentation

The historical cost basis of all assets and liabilities of SHI have been
presented from November 16, 1999 (date of inception) to December 31, 2002. For
accounting purposes, the acquisition has been treated as a recapitalization of
SHI. SHI is considered the accounting acquirer, because it became the owner of
64% of the total shares outstanding after the stock exchange, on a fully
diluted basis. The consolidated statements of operations included herein are
those of SHI. The former operating results of Signature were insignificant and
have been eliminated. The consolidated balance sheet presented herein includes
all assets and liabilities of Signature as of the date of recapitalization at
fair value.

Use of Estimates and Assumptions

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 the disclosure of contingent amounts in the
Companys financial statements and the accompanying notes. Actual results
could differ from those estimates.

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##### Table of Contents



SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash Equivalents

The Company considers all highly liquid investments with the original
maturities of three months or less to be cash equivalents. The Company
occasionally maintains its bank account balance in excess of federally insured
limits.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, Disclosures about fair
value of financial instruments, defines the fair value of a financial
instrument as the amount at which the instrument could be exchanged in a
current transaction between willing parties. The carrying values of the
Companys financial instruments, which include cash, accounts receivable and
accounts payable, approximate fair values due to the short maturities of such
instruments. The fair value of the Companys long-term debt, which approximates
carrying value, is estimated based on the current rates offered to the Company
for debt of the same remaining maturities.

Preacquisition Costs

The principal activities of the Company presently involve search for and
assessment of potential acquisitions of real estate projects and active
businesses. Costs directly identifiable with specific probable acquisitions are
capitalized. All internal pre-acquisition costs are expensed.

Basis of Presentation and Managements Actions to Overcome Operating and Liquidity Problems

The Companys financial statements have been presented on the basis that it is
a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. It has suffered
substantial losses since inception, It has a negative working capital, a
deficit in stockholders equity, past due on payment of principal and interest
on debt servicing, reporting and payment of payroll taxes, and on majority of
amounts comprising accounts payable. The Companys ability to continue in
existence is dependent on its ability to develop additional sources of capital,
and ultimately achieve profitable operations. The accompanying financial
statements do not include any adjustments that might result from the outcome of
these uncertainties. Managements plan is to raise additional debt or equity
financing, or acquire real estate projects intended to produce sufficient cash
flows and/or profitable operations to sustain the existence of the Company.

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##### Table of Contents



SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 Accounting
for Income Taxes. A deferred tax asset or liability is recorded for all
temporary difference between financial and tax reporting of which depreciation
is the most significant. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to more likely than not be realized in future tax returns. Tax
law and rate changes are reflected in income in the period such changes are
enacted.

Year 2001

A net loss of $1,494,203 was sustained during 2001, of which approximately
$185,000 was non-deductible contributed compensation of management,
non-deductible meals and entertainment expenses of approximately $20,000, and
capital contributed to an affiliate, Rainwire Partners, Inc. of $114,923
resulting in a timing difference of approximately $1,175,000 for the year. The
majority of this timing difference for 2001 was start-up expenses. The deferred
income tax benefit relating to this amount was approximately $411,000, however,
due to the uncertainty of the future utilization of this amount, a valuation
allowance of $411,000 was provided for the year, resulting in no deferred tax
benefit being realized for 2001.

Year 2002

During May 2002, the Company acquired undeveloped real estate for which
start-up costs incurred from inception through that date, deferred for income
tax purposes, will commence amortization over a 5 year period. As of that date
accumulated start-up costs totaled approximately $2,128,000.

A net loss of $6,587,063 for the year resulted in a net loss for tax purposes
of $5,652,000 after additional start-up costs of $811,000, non-deductible
expenses of $91,000, and a capital contribution to an affiliate, Rainwire
Partners, Inc. of $32,000. The deferred tax benefit of approximately $2,262,000
which has not been recorded due to uncertainty that such benefit can be
realized at the present time. Accordingly, a valuation allowance for $2,262,000
has also been provided to reduce the deferred tax benefit to zero as of
December 31, 2002. The net operating loss carry-forward as of December 31, 2002
was approximately $5,800,000 which will expire if unused in year 2022.

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##### Table of Contents



SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

NOTE 2  RELATED PARTY TRANSACTIONS AND OBLIGATIONS

Available For Sale Securities

On July 15, 2000, the president/chief executive officer/chairman of the
board/director exchanged 500,000 shares of common stock in an OTC Bulletin
Board company he owned, Lahaina Acquisitions, Inc., for 800,000 shares of
restricted common stock of the Company. Although the value of the acquired
shares was $734,000 ($1.47 per share) on the date of the exchange per the last
quoted market OTC Bulletin Board price on the date of exchange, the value
assigned by the Company to those securities was $367,000, due to the current
restriction on tradeability by the Company of the securities. The value of the
Lahaina shares at December 31, 2001 was $142,500, based on 50% of the quoted
value at that
date ($.29 per share). This investment was valued at $150,000 as of September
30, 2002 and exchanged at that date for 16,133 restricted common shares held by
the president of SHI. Accordingly, the accumulated realized loss of $217,000
was reclassified from a separate equity account, accumulated other
comprehensive loss, to a realized loss of $217,000 in the accompanying
consolidated financial statements.

Advances to Rainwire Partners, Inc.

Advances totaling approximately $150,000 were made to Rainwire Partners, Inc.
an affiliated public company, over the two year period ended December 31, 2002
of which approximately $35,000 was made during 2002. All advances were expensed
during the years in which the funds were advanced based on the doubtful
collection of these advances.

Other Transactions

Since inception, the Company has issued almost 16 million shares of common
stock for services to various persons including management and related parties,
valued at approximately $865,000. All of the shares issued for services were
approved by the Board of Directors.

During 2002, Osprey Investments, LLC, a company owned 100% by the president of
Rainwire Partners, Inc., an affiliated public company, was paid $292,225 for
consulting services and $600,000 for the redemption of 400,000 shares of the
Companys common stock.

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##### Table of Contents



SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

NOTE 2  RELATED PARTY TRANSACTIONS AND OBLIGATIONS

Other Transactions (continued)

The CEO and CFO of the Company have provided funds during the year for working
capital. At December 31, 2002 they were owed $61,815 and $106,859,
respectively.

Contributed Capital

Management of the Company has contributed a significant portion of its
services, principally compensation, to the Company from inception through
December 31, 2001, of
$350,888, based on the estimated fair value for time actually spent by them,
and other overhead, which would have been otherwise paid or incurred by the
Company. Contributed capital is included in the accompanying consolidated
statement of shareholders equity as paid-in capital.

NOTE 3  AVAILABLE-FOR-SALE SECURITIES

Available-for-sale securities are recorded at fair value in investments on the
balance sheet, with the change in fair value during the period excluded from
results of operations, and recorded net of tax as a separate component of
equity (accumulated other comprehensive income). The following summarizes the
information relating to available-for-sale securities as of December 31, 2002:

|                                                                    |  |   |         | 
|------------------------------------------------------------------- |  | - | ------- | 
|Market value at date of sale, September 30, 2002
to a related party |  | $ | 150,000 | 
|Assigned value at date of acquisition                               |  |   | 367,000 | 
|                                                                    |  |   |         | 
|Unrealized holding loss from inception                              |  | $ | 217,000 | 
|                                                                    |  |   |         | 

The Company utilizes the specific identification method of computing realized
gains and losses from the sales of its available-for-sale securities. Realized
losses from the sale of securities are shown in the other income section of the
income statement, and proceeds
from the sale of securities are shown in the statement of cash flows. As of
September 30, 2002 this account balance was brought to a total loss of $217,000
at which time the securities, valued at $150,000 were sold to a related party
in exchange for 16,133 outstanding common shares of the company held by its
president.

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##### Table of Contents



SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

NOTE 3  AVAILABLE-FOR-SALE SECURITIES (continued)

The following is a summary of the activity from inception in accumulated
other comprehensive income (loss):

|                                                                                                 |                       |  |          |          |  
|------------------------------------------------------------------------------------------------ | --------------------- |  | -------- | -------- | -
|ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                                                    |                       |  |          |         
|                                                                                                 | Balance, at inception |  | $        | 0        |  
|OTHER COMPREHENSIVE (LOSS), unrealized holding loss on available-for-sale
securities during 2000 |                       |  | (117,000 | )       
|                                                                                                 | During 2001           |  |          | (107,500 | )
|                                                                                                 | During 2002           |  |          | 7,500    |  
|ACCUMULATED OTHER COMPREHENSIVE (LOSS)                                                           |                       |  | (217,000 | )       
|                                                                                                 |                       |  |          |         
|Balance realized during 2002                                                                     |                       |  | 217,500  |         
|                                                                                                 |                       |  |          |         
|BALANCE OUTSTANDING, DECEMBER 31, 2002                                                           |                       |  | 0        |         
|                                                                                                 |                       |  |          |         

NOTE 4  UNDEVELOPED REAL ESTATE HELD FOR SALE

The Company acquired several undeveloped properties during the year with the
original intent to develop them. Due to pressing financial obligations outlined
herein, management has decided to sell the properties as soon as possible. The
following is a summary of the properties for sale as of December 31, 2002:

|                          |       |                   |           |            | 
|------------------------- | ----- | ----------------- | --------- | ---------- | 
|Location                  |       | Fair
Market Value
|                          |       |                  
|Palm Springs, California  |       | $                 | 4,051,157 |           
|Wisconsin Dell, Wisconsin |       |                   | 6,866,970 |           
|Joe Creek, South Dakota   |       |                   | 250,000   |           
|Plum Creek, Wyoming       |       |                   | 146,667   |           
|                          |       |                   |           |           
|                          | Total |                   | $         | 11,314,794 | 
|                          |       |                   |           |           

The first two properties collateralize notes payable having outstanding
balances
as of December 31, 2002, of $ 10,209,831 as stated in Note 6. In addition,
accrued interest outstanding on these obligations totaled $106,000. See
subsequent footnote regarding litigation relating to the Palm Springs,
California property.

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SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

NOTE 5   MANAGEMENT EMPLOYEE AGREEMENTS

Effective in November 2002 the CEO and COO/CFO of the Company each received 3
year employment agreements with benefits provided for, among other things, base
annual compensation of $264,000 and $240,000, respectively, and each is to
receive a performance bonus of $100,000, non qualifying stock options to
purchase 500,000 shares of the Companys common stock at $1 per share,
exercisable over a 5 year period from and after the date they first become
exercisable, automobile allowance and other benefits.

NOTE 6  NOTES PAYABLE

The following is a summary of notes payable by as of December 31, 2002,
classified as a current liability:

|                                                  |  |      |         |          |  |            |         |             |  |          |       |  |  |   |            |       
|------------------------------------------------- |  | ---- | ------- | -------- |  | ---------- | ------- | ----------- |  | -------- | ----- |  |  | - | ---------- | ------
|                                                  |  |      |         |          |  |            |         |             |  | Regular/ |       |  |  |  
|                                                  |  |      |         |          |  |            |         |             |  | Penalty  |       |  |  |  
|Real Estate                                       |  | Loan |         | Maturity |  | Interest   |         | Outstanding
|Pledged                                           |  | Date |         | Date     |  | Rate %     |         | Principal  
|                                                  |  |      |         |          |  |            |         |            
|Palm Springs,CA                                   |  |      | 5/2002  |          |  |            | 5/2007  |             |  |          | 6/8   |  |  | $ | 3,000,000  | (a)   
|Palm Springs,CA                                   |  |      | 5/2002  |          |  |            | 5/2003  |             |  |          | 4/8   |  |  |   | 950,000    |       
|Palm Springs,CA                                   |  |      | 5/2002  |          |  |            | 5/2004  |             |  |          | 6/8   |  |  |   | 259,831    | (a)   
|Wisconsin Dell,WI                                 |  |      | 9/2002  |          |  |            | 9/2003  |             |  |          | 12/18 |  |  |   | 4,000,000  |       
|Wisconsin Dell,WI                                 |  |      | 12/2002 |          |  |            | 12/2003 |             |  |          | 30/36 |  |  |   | 2,000,000  | (c)   
|                                                  |  |      |         |          |  |            |         |             |  |          |       |  |  |   |            |       
|Total notes
payable
collateralized
by real estate |  |      |         |          |  | 10,209,831 |        
|Unsecured notes
payable to
individuals:           |  |      |         |          |  |            |        
|                                                  |  |      | 1/2002  |          |  |            | 2/2002  |             |  |          | 15/   |  |  |   | 100,000    | (b)(c)
|                                                  |  |      | 1/2002  |          |  |            | 2/2002  |             |  |          | 12/   |  |  |   | 125,000    | (b)(c)
|                                                  |  |      | 4/2002  |          |  |            | 7/2002  |             |  |          | 10/   |  |  |   | 75,000     | (c)   
|                                                  |  |      | 4/2002  |          |  |            | 4/2003  |             |  |          | 8/15  |  |  |   | 600,000    |       
|                                                  |  |      | 7/2002  |          |  |            | 7/2003  |             |  |          | 8/15  |  |  |   | 500,000    |       
|                                                  |  |      | 9/2003  |          |  |            | 9/2003  |             |  |          | 8/13  |  |  |   | 264,258    |       
|Unsecured note
payable to a
corporation:          |  |      |         |          |  |            |        
|                                                  |  |      | 10/2002 |          |  |            | 1/2003  |             |  |          | 10/   |  |  |   | 10,293     | (c)   
|                                                  |  |      |         |          |  |            |         |             |  |          |       |  |  |   |            |       
|Total                                             |  |      |         |          |  |            |         |             |  |          |       |  |  | $ | 11,884,382 |       
|                                                  |  |      |         |          |  |            |         |             |  |          |       |  |  |   |            |       

(a)  These notes have been included in the total of current notes payable since the
underlying property is being held for sale as of December 31, 2002, which is
classified as a current asset at the lower of cost or fair market value at that
date.

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SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

NOTE 6  NOTES PAYABLE (continued)

(b)  As of December 31, 2002, the Company recorded a liability relating to a
liquidating damages provision of the notes, which provided for a $1,000 a day
penalty if the notes and accrued interest were not paid when due. Accordingly,
a total of $499,000 was provided in the accompanying financial statements for
the penalties on both notes. Management of the Company believes that such
penalties are unreasonable even though agreed to at the time the notes were
entered into.

(c)  Personally guaranteed by the CEO/President/Chairman of the Board

NOTE 7  COMMITMENTS AND CONTINGENCIES

Environmental Concerns

The Company has not obtained independent Phase I environmental site assessments
for all of the property acquisitions. As a result, there may be environmental
contamination of which we are unaware. As the owner or operator, we may be
liable for the costs of removal of the releases of certain hazardous or toxic
substances. The presence of hazardous or toxic substances on or near our
properties, or the failure to properly clean them up, may adversely affect our
ability to sell, develop, rent or lease the property or to use such property as
collateral for our borrowings.

Former Leased Premises

The Company entered into a three year sublease agreement for office facilities
in Atlanta, Georgia commencing June 1, 2002. The minimum rentals were $2,800
per month plus annual increase for certain occupancy expenses incurred. The
following are the lease rentals payable over the lease period:

|      |  |   |        | 
|----- |  | - | ------ | 
|2003  |  |   | 33,600 | 
|2004  |  |   | 33,600 | 
|2005  |  |   | 14,000 | 
|      |  |   |        | 
|Total |  | $ | 98,000 | 
|      |  |   |        | 

The Company vacated the above premises in late 2002, due to the unsafe
conditions therein. No written acceptance was received in connection with the
early termination of the lease and no liability for unpaid rentals was recorded
as of December 31, 2002. Management of the Company believes there will be no
significant balance due under the agreement which is in the process of
settlement.

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SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

Present Office Facilities

The Company has subleased office space in Alpharetta, Georgia for a period of
one year commencing November 2002,which requires monthly payments of
approximately $7,500.

Unpaid Payroll Taxes

As of December 31, 2002, the Company had recorded approximately $670,000 of
unpaid payroll taxes, interest and penalties relating to year 2001 and 2002
cash and stock compensation for its CEO and CFO. The Company has not reported
the earned compensation relating to these payroll taxes to taxing authorities,
nor has it reported approximately $700,000 of stock compensation given to
related and unrelated parties for non-employee services which are subject to
form 1099 reporting. If and when the taxing authorities are provided with this
information, the Company will be required to pay the liability and if unable to
do so may be subject to additional adverse consequences. Failure to report
compensation would result in the related expenses not being deductible for
income tax purposes.

NOTE 8  SUBSEQUENT EVENTS

Liquidating Damages on Notes Payable

As mentioned above, the Company recorded liquidating damages on two notes
payable as of December 31, 2002. The Company is optimistic that such penalties
will be avoided. If avoided the previously recorded penalties and those
accruing in 2003 would be treated as debt forgiveness.

Compensation

In addition to the two employment agreements with officers of the Company,
which provided for monthly compensation of $42,000, the Board of Directors
approved the issuance of restricted common stock of the Company valued at
approximately $1,322,000, as additional compensation to them, including the
payment of all related withholding payroll taxes.

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SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

Loss of the First Quarter of 2003

The Company incurred a 3 million dollar loss for the first quarter of 2003,
over 2 million dollars of which related to compensation earned by officers,
related parties and others for services rendered during the quarter. Payment,
which was approved by the Board of Directors, was substantially in the form of
13,124,850 restricted shares of common stock of the Company, which was equal to
approximately 50 percent of the shares outstanding prior to their issuance.
Because of the volume of new shares issued, the Companys net operating loss
carryovers for tax purposes will be limited as to the annual amount which can
be utilized.

Past Due Status of Creditors

The majority of accounts payable, and debt service on notes payable are past
due based on their terms of payment. The Company has no available cash and is
totally dependent on loans or the sale of existing properties to sustain its
existence.

Litigation

Palm Springs Real Estate

On March 21, 2003, a complaint was filed in Sparkasse Aschaffenburg-Alzenau v.
Silver State Funding, Ltd., Libuse Hornak, Charles McLaughlin, Bobbee Lou
McLaughlin and Signature Horizons, Inc. in the United States District Court,
Central Division of California  Riverside Division (Case No. EDCV 03-0326 VAP
(SGLX)) alleging that Ms. Hornak lacked the proper authority to transfer the
Palm Springs properties to the Company. The plaintiff has prayed for equitable
relief against the Company and other defendants, including that the transfer of
the property to the Company be set aside.

On March 6, 2003, a complaint was filed in Lee Simpson, Carl G. Nielsen and
William C. Dixon v. Signature Horizons, Inc., Ronald A. Potts, and Charles
McLaughlin in the Superior Court of California, County of San Bernardino (Case
No. MCV05213) alleging various causes of action against the defendants in
connection with the Companys purchase of the Palm Springs property.
Plaintiffs pray for damages in the amount of $474,000 for compensation
allegedly owed. No liability has been recorded for this claim.

In the opinion of management, the
Company has legal and factual defenses to the above actions.

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SIGNATURE HORIZONS GROUP, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements

Other

On April 16, 2003, a complaint was filed in Martha Jarvis v. Signature
Horizons, Inc. in the State Court of Fulton County, State of Georgia (Case No.
03VS049075G) alleging general indebtedness to her by the Company, including
sums allegedly due under an unexecuted settlement agreement, and indebtedness
due to her by a shareholder of the Company. The amount of damages prayed by
Plaintiff against the Company are $181,833. Plaintiff also prays for damages
in the amount of $50,000 against a shareholder of the Company. No liability
has been recorded for this claim.

The Company has filed a number of
substantial counter claims and believes any settlement will not have
a material affect on the Company.

The Company is engaged in various other litigation matters from time to time in
the ordinary course of business.

Loss of Escrow Deposit




The Companys $500,000 on deposit in connection with the purchase of the assets
of Sea Trails Corporation for 45 million dollars, became nonrefundable after 30
days, and was lost in April 2003, due to the expiration of the extended
purchase agreement.




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SIGNATURES

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

SIGNATURE HORIZONS GROUP, INC.




Dated May 23, 2003




By
    
    /s/ Peggy A. EvansChief Executive Officer and President,
Chief Operating Officer and Director


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




Dated May 23, 2003




By
    
    /s/ Peggy A. EvansChief Executive Officer and President,
Chief Operating Officer and DirectorBy:
    
    /s/ William E. BryantChief Financial OfficerBy:
    
    /s/Ronald A. PottsChairman of the Board and DirectorBy:
    
    /s/ Lewis BivensDirector


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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-KSB of SIGNATURE HORIZONS
GROUP, Inc. for the year ending December 31, 2002 as filed with the Securities
and Exchange Commission on the date hereof, I, Peggy A. Evans, Chief Executive
Officer and President of registrant, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002, that:

(1) I have reviewed this annual report on Form 10-KSB of Signature Horizons
Group, Inc.;

(2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
registrant as of, and for, the periods presented in this annual report; and

(4) The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

(5) The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

(6) The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Dated May 23, 2003




By
    
    /s/   Peggy A. EvansChief Executive Officer and President,Chief Operating Officer and Director


This certification accompanies this Annual Report on Form 10-KSB pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by registrant for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-KSB of SIGNATURE HORIZONS
GROUP, Inc. for the year ending December 31, 2002 as filed with the Securities
and Exchange Commission on the date hereof, I, William Bryant, Chief Financial
Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 302 of the Sarbanes-Oxley Act of 2002, that:

(1) I have reviewed this annual report on Form 10-KSB of Signature Horizons
Group, Inc.;

(2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
registrant as of, and for, the periods presented in this annual report; and

(4) The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

(5) The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

(6) The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Dated May 23, 2003




By
    
    /s/ William E. BryantChief Financial Officer


This certification accompanies this Annual Report on Form 10-KSB pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by registrant for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

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