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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

               Annual Report pursuant to Section 13 or 15(d) of the
[X]            Securities Exchange Act of 1934
               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                        OR

               Transition Report Pursuant to Section 13 or 15(d) of
[ ]            the Securities Exchange Act of 1934

                          COMMISSION FILE NO. 001-15034

                               NIMBUS GROUP, INC.

             (Exact name of registrant as specified in its charter)

             FLORIDA                                        65-0924433
      (State of Incorporation)                           (I.R.S. Employer
                                                      Identification Number)

2999 NORTHEAST 191ST STREET, SUITE 805
            AVENTURA, FL                                        33180
(Address of principal executive offices)                     (Zip Code)


                                  305-692-3732
              (Registrant's telephone number, including area code)


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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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         Title of Each Class                         Name of Each Exchange on Which Registered
         -------------------                         -----------------------------------------
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Common Stock, par value $.001 per share                       American Stock Exchange
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        SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. YES [ ] NO [X]

     Aggregate market value of the voting stock held by non-affiliates of the
registrant as of the close of business on March 31, 2003: $1,242,000.

     As of March 1, 2003, 7,438,889 of common stock, $.001 par value were
outstanding.

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                               NIMBUS GROUP, INC.

                               TABLE OF CONTENTS

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PART I.

Item 1.  Business                                                                     2
Item 2.  Properties                                                                   9
Item 3.  Legal Proceedings                                                           10
Item 4.  Submission of Matters to a Vote of Security Holders                         10

PART II.

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters       11
Item 6.  Selected Financial Data                                                     12
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                                   13
Item 7A. Quantitative and Qualitative Disclosures About Market Risks                 16
Item 8.  Financial Statements and Supplementary Data                                 17
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure                                                        35

PART III.

Item 10. Directors and Executive Officers of the Registrant                          35
Item 11. Executive Compensation                                                      38
Item 12. Security Ownership of Certain Beneficial Owners and Management              41
Item 13. Certain Relationships and Related Transactions                              43
Item 14. Controls and Procedures                                                     43

PART IV.

Item 15. Exhibits, Financial Statements Schedules and Reports on Form 8-K            45
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                           FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements include, among others, statements concerning the Company's outlook
for 2003 and beyond, the Company's expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. The
forward-looking statements in this report are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in or
implied by the forward-looking statements. You should carefully consider the
information set forth under the heading "Risk Factors."


                                     PART I.

ITEM 1.  BUSINESS

CURRENT DEVELOPMENTS

During January 2002, the Nimbus Group, Inc. ("Nimbus" or the "Company") board of
directors (the "Board") adopted a formal plan of disposition of its wholly owned
subsidiary TaketoAuction.com (or "TTA"), in connection with our overall
strategic program designed to focus our resources on Nimbus Jets and the
development of a national air taxi service. All revenues generated during fiscal
2002 and prior years related solely to TTA.

On September 30, 2002, the Company received an offer from Go Antiques, Inc.
("GO") to purchase substantially all of the assets and certain liabilities of
TTA for a total purchase price of approximately $1.5 million. The purchase price
was to include $1.0 million in cash, $250,000 in a non-interest bearing note
receivable due 12 months from the date of closing and approximately 227,250
shares of GO's common stock, valued at $250,000. We received a non-refundable
deposit of $100,000 on September 30, 2002 and an additional $25,000
non-refundable deposit on December 19, 2002. Completion of the purchase was
contingent upon the successful negotiation of a formal purchase agreement and
approval from the majority of our shareholders. During December 2002, GO
informed us that they were unable to complete the transaction and the deal was
terminated.

Due to the continuous declining market conditions of the air transportation
industry, during January 2003, our Board resolved not to continue to pursue the
development of a private air taxi service and to refocus its efforts on a plan
to bring Nimbus Group to profitable levels. On January 15, 2003, Mr. Jonathan
Geller tendered his resignation as Chief Technology Officer, effective
immediately. Mr. Geller will continue to consult for us and will remain on our
Board. On February 3, 2003, Mr. Mitchell Morgan tendered his resignation as
Chief Financial Officer and Director and was replaced by Mr. Carlos de Miguel,
presently a Director of Nimbus Group, on an interim basis.

On February 19 2003, Watch Junction, Inc. ("Watch") purchased the technology and
certain assets of TTA (the "Technology Sale"). Watch Junction is owned 100% by
the former President of TTA, Mr. Albert Friedman. Mr. Friedman made a cash
payment in the amount of $50,000 and returned 305,610 shares of our common stock
back to us.

TTA operated the Perfumania.com retail storefront prior to January 2003, which
offered over 2,000 fragrance and fragrance-related products, including bath and
aromatherapy products. As of December 31, 2002, we owed Perfumania.com
approximately $2.1 million relating primarily to inventory purchased from a
license agreement (the "License Agreement"). On January 28, 2003, we received a
letter from E Com Ventures, Inc. ("ECMV"), the parent of Perfumania.com,
indicating we were in default of our Website Operations Services Agreement (the
"Agreement") for non-payment of amounts due of approximately $1.9 million to
Perfumania.com in connection with the Agreement. To settle the breach of
contract claim, we agreed to terminate the Agreement in exchange for a release
of the outstanding obligations owed to Perfumania.com. On February 28, 2003, we
completed the process of returning the operations of

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Perfumania.com back to ECMV (the "P.com Return"). As of December 31, 2002, we
owed Perfumania.com approximately $2.1 million relating primarily to inventory
purchased from the License Agreement. On January 28, 2003, we received a letter
from ECMV, the parent of Perfumania.com, indicating we were in default of our
Agreement for non-payment of amounts due of approximately $1.9 million to
Perfumania.com in connection with the Agreement. To settle the breach of
contract claim, we agreed to terminate the Agreement in exchange for a release
of the outstanding obligations owed to Perfumania.com. We are currently in the
process of returning the operations of Perfumania.com back to ECMV. As part of
the transition of the P.com Return, ECMV will assume certain liabilities of TTA,
relating to the operations of Perfumania.com.

On March 1 2003, Nimbus Group management began devising a plan that would take
the Company to profitable levels over the next 18 months by capitalizing on the
Company's experience in marketing, branding and licensing.

BUSINESS

During fiscal 2001, Take to Auction.com, Inc., a company which sells products
online through multiple distribution channels, reorganized its corporate
structure and changed its primary business focus. On September 26, 2001, TTA,
Nimbus Group Inc., a Florida corporation and wholly-owned subsidiary of TTA, and
TTA Solutions, Inc., a Florida corporation and wholly-owned subsidiary of
Nimbus, entered into an Agreement and Plan of Merger. Additionally, another
wholly-owned subsidiary of Nimbus, Nimbus Jets, Inc., was formed. As a result of
the Merger, Nimbus became the parent company of two wholly-owned subsidiaries,
TTA and Nimbus Jets under the Merger Agreement.

During January 2002, our Board adopted a formal plan of disposition of TTA. All
revenues generated during fiscal 2002 and prior years related solely to TTA.

Prior to the Technology Sale, all of our revenues were generated by TTA. TTA
commenced operations on the World Wide Web during July 1999. During its
operating history, TTA evolved from being solely a membership community, where
its members would list and profit from selling merchandise at online auction
sites, to selling items directly in multiple distribution channels. These
selling channels consisted primarily of online auction sites (TTA Auctions), a
retail Web site (TTA Direct) and our users' virtual storefronts (TTA
Superstores) (collectively the "TTA Network"). Prior to January 2003, we also
operated a retail Web site (Perfumania.com) through a License Agreement that was
terminated in January 2003. The TTA Network utilized a common infrastructure,
including our inventory selection, order processing, payment processing,
customer service and fulfillment of the products.

TTA Auctions listed and sold merchandise at online auction sites, including eBay
and Yahoo! Auctions. Online auction sites like eBay pioneered person-to-person
trading of a wide range of goods over the Internet using an efficient and
entertaining auction format and has grown into the largest and most popular
person-to-person trading community on the Internet. EBay and Yahoo! are
registered service marks of eBay, Inc and Yahoo!, Inc., respectively.

TTA also operated TTA Direct, a retail storefront, which sold products to the
general public, and operated the Perfumania.com retail storefront prior to
January 2003, which offered over 2,000 fragrance and fragrance-related products,
including bath and aromatherapy products.

TTA Superstores was a virtual storefront platform providing individuals or
existing Web sites an expanded distribution channel by offering the tools that
allow them to sell merchandise online. Our solution eliminated the traditional
barriers faced by individuals and small Web sites. TTA handled order processing,
payment processing, customer service and fulfillment on behalf of our TTA
Superstore users. Our users earned a profit from the difference between the
selling price and the price we charged them for the item that sold.

TTA's revenues were derived from set-up fees paid by users to open their own
virtual storefront through TTA Superstores, sales of product through the TTA
Network and shipping and handling fees.

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TTA AUCTIONS

Through TTA Auctions, we capitalized on the success of online auction sites by
supplying online auction markets with a large variety of collectibles,
factory-new specialty merchandise and factory-refurbished merchandise. Through
our fully automated system, we had the ability to list thousands of products at
auction at any given time. Based on certain parameters, merchandise was listed
at up to two leading online auction sites, including eBay and Yahoo! Auctions.
Online auction sites enable sellers to reach a larger number of potential buyers
more cost-effectively than traditional person-to-person trading forums.

Prior to June 2001, our members paid an annual membership fee and each week, at
no additional cost, selected merchandise from more than 5,000 types of items
from our Web site, which we then listed automatically on a popular online
auction site. Items were listed for a period of up to one week at a time during
the one-year membership period. As of December 31, 2001, we had approximately
400 memberships remaining, all of which expired by June 2002.

TTA DIRECT

TTA Direct, launched in December 2000, allowed us to sell items directly to the
general public. Private users accessed our catalog of inventory directly from
our users' home page and the general public can accessed it through
www.ttadirect.com or through our Yahoo! store, eBay store or our Amazon
Marketplace. All purchases from TTA Direct utilized the same inventory, customer
service, payment processing and fulfillment as TTA Auctions and TTA Superstores.
We offered our inventory to our TTA Superstores storeowners at more favorable
terms than at TTA Direct.

PERFUMANIA.COM

Effective September 1, 2001, we entered into a License Agreement with
Perfumania.com, a subsidiary of ECMV, to operate the Perfumania.com retail
storefront. This site offered over 2,000 fragrance and fragrance-related
products, including bath and aromatherapy products. Under the terms of the
agreement, we payed royalties to Perfumania.com of 5% of defined product sales
for sales up to $8 million per annum, decreasing to 3% on sales exceeding $11
million per annum. Average gross margins generated from sales of product through
Perfumania.com were higher than the average gross margins we generate from
product sales through TTA Auctions, TTA Direct and TTA Superstores. Inventory
offered through the Perfumania.com website was also offered through TTA Direct
and TTA Superstores. Ilia Lekach, our chairman and interim CEO, is also the
chairman of ECMV.

TTA SUPERSTORES

TTA launched TTA Superstores during April 2001 to permit individuals to create a
fully stocked, personally branded, online store. We utilized the same resources
and inventory that operate TTA Auctions and TTA Direct. Our solution sought to
eliminate the traditional barriers faced by individuals and small Web sites,
including hosting, transaction processing, customer service, order fulfillment
and merchandising. Our storeowners opened, marketed, and profited from their own
online storefronts with a minimal cash investment and without having to hassle
with many traditional business details.

Before TTA Superstores, starting an online business usually required a
substantial investment in Web site design and computer hardware. Entrepreneurs
also had to negotiate with vendors, pay for warehousing and shipping charges,
and set up banking relationships to run their business properly. TTA Superstores
took care of all these details.

We allowed prospective storeowners to create their storefront free of charge.
Prospective storeowners selected a "look-and-feel" of their storefront and the
prices they wished to charge for the products (owners could not select a price
below our cost to them). The owners were able to select any category or any
number of categories of merchandise that we offered in our TTA warehouse. We
charged the prospective storeowner a $249 ($100 prior to May 2002) set-up fee
and we handled the rest. All orders received by a

                                       4
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TTA Superstore were processed by TTA. We completed the payment processing and
the fulfillment of the item on our storeowner's behalf. The storeowner profited
from the difference between the amount of the sale in their store and the amount
we ultimately charged them upon a completed sale. As of December 31, 2002, we
had approximately 2,500 virtual storefronts.

NMC BUSINESS STRATEGY

While no final decision has been reached with regard to Nimbus Jets, the
Company's non-operating jet taxi business, Nimbus Group is currently in the
planning stages of changing its primary focus to the wholesale distribution of
fragrances, both proprietary and under license, as well as a diverse line
skincare products. The Company plans to initially distribute its product lines
via retail outlets across the United States. With the hiring of qualified
marketing personnel, the Company will promote its proposed fragrance and
skincare lines to gain preferred shelf space through regular retail promotions.
While penetrating U.S. retail stores, the Company plans to simultaneously move
to secure other distribution relationships with leading retailers abroad. The
Company does not plan to directly manufacture any product, nor take large
positions in inventory. Conversely, the Company plans to utilize direct delivery
to its retail customer utilizing back-to-back bank letters of credit coupled
with Just in Time (JIT) inventory management. Given that Nimbus has not reported
earnings since inception, we believe this new business focus is based on more
traditional business fundamentals and that the Company may be able to create
value for its shareholders via a simpler, yet potentially profitable
distribution model.

EMPLOYEES

As of March 1, 2003, we had approximately 4 employees, including our interim
Chief Executive Officer and interim Chief Financial Officer. We have never had a
work stoppage and no employees are represented under collective bargaining
agreements. We consider our relations with our employees to be good.

PROPERTY

We currently lease 1,700 square feet of executive office space for approximately
$3,629 per month. This facility is leased under a three year agreement, which
commenced in March of 2003. We believe these offices are adequate for our
current and future operations.

OUR CORPORATE HISTORY

Nimbus Group, Inc. was incorporated in Florida in June 1999. Our principal
executive offices are located at 2999 Northeast 191st Street, Suite 805,
Aventura, Florida 33180. Our telephone number is (305) 692-3732.

                                       5
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                                  RISK FACTORS

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS

There are limited period-to-period comparisons of our operating results from
which to evaluate our performance going forward. An investor in our common
shares must consider the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development,
particularly companies in process of changing their business plan. These risks
include depleting our cash reserves, lower than expected revenues and earnings
and not being able to pay expenses as they come due, as well as the following:

     o    we may not be able to establish commercial relationships with
          suppliers of merchandise to launch our new business plan;

     o    we may not be able to implement a brand(s) and execute our business
          strategy;

     o    we may not be able to secure adequate financing to fund growth;

     o    we may not be able to respond effectively to competitive developments
          and a rapidly changing market; and

     o    we may not be able to attract qualified personnel, and if attracted,
          we may not be able to integrate, retain and motivate such personnel.

Our failure to accomplish any of these objectives would harm our business,
financial condition and results of operations.

WE HAVE AN ACCUMULATED DEFICIT AND WE ANTICIPATE THAT OUR LOSSES WILL CONTINUE

We have an accumulated deficit of approximately $12.7 million as of December 31,
2002, resulting primarily from the operations of TTA. On February 19 2003, Watch
purchased the technology and certain assets of TTA (the "Technology Sale").
Watch Junction is owned 100% by the former President of TTA, Mr. Albert
Friedman. Mr. Friedman made a cash payment in the amount of $50,000 and returned
305,610 shares of our common stock back to us. TTA also operated the
Perfumania.com retail storefront prior to January 2003, which offered over 2,000
fragrance and fragrance-related products, including bath and aromatherapy
products. As of December 31, 2002, we owed Perfumania.com approximately $2.1
million relating primarily to inventory purchased from License Agreement. On
January 28, 2003, we received a letter from ECMV, the parent of Perfumania.com,
indicating we were in default of our Agreement for non-payment of amounts due of
approximately $1.9 million to Perfumania.com in connection with the Agreement.
To settle the breach of contract claim, we agreed to terminate the Agreement in
exchange for a release of the outstanding obligations owed to Perfumania.com. On
February 28, 2003, we completed the process of returning the operations of
Perfumania.com back to ECMV (the "P.com Return"). Therefore, we have not
achieved profitability and expect to incur operating losses for the foreseeable
future until our future business plan can begin to generate revenues. We
incurred net losses of approximately $1.8 million for the year ended December
31, 2002, resulting primarily from the operations of TTA. We expect to continue
to incur significant operating and net operating losses arising from the
implementation of our future business strategy. We are in the process of trying
to raise additional funds through the private offering of our Common Shares.
Although we believe that our future business strategy and this private offering
of our Common Shares will provide us with sufficient operating cash flow through
fiscal 2003, there can be no assurance that such business strategy will be
successfully implemented, that it will be completed in a timely manner, that
funding on the private offering will be successfully completed, or that our
future cash flows will be sufficient to meet all of our obligations and
commitments. The failure to generate such sufficient cash flow could
significantly adversely affect the market value of our common stock and the
operation of our business, results of operations and financial condition.
Further, we may be

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unable to adjust spending in a timely manner to compensate for any unexpected
revenue shortfall. Accordingly, any significant shortfall in revenues relative
to our planned expenditures would have an immediate harmful effect on our
business, financial condition and results of operations.

Our future operating results will depend upon numerous factors. We may not
achieve profitability. Even if we do so, we may never sustain or increase
profitability on a quarterly or annual basis in the future. If revenues grow
slower than we anticipate, or if operating expenses exceed our expectations or
cannot be adjusted accordingly, our business, financial condition and results of
operations will be harmed.

WE RECEIVED A GOING CONCERN OPINION FROM OUR INDEPENDENT AUDITORS

We received an opinion from our independent auditors on our December 31, 2002
consolidated financial statements expressing substantial doubt as to our ability
to continue as a going concern as a result of our operating losses since
inception and our need for substantial amounts of additional funding to continue
our operations.

OUR SUCCESS IS DEPENDENT UPON OUR MANAGEMENT IN THIS RELATIVELY NEW INDUSTRY

Our success is dependent upon our management to execute on the Company's new
business plan. Although our executive management team has some experience in
operating businesses engaged marketing, branding and licensing, due to the new
focus on this business, it is difficult to assess and evaluate management given
the Company has no past operating history with regard to the new business model.

WE MAY NOT BE ABLE TO MAINTAIN A LISTING ON THE AMERICAN STOCK EXCHANGE, SO YOU
MAY NOT BE ABLE TO SELL YOUR SHARES EASILY

We obtained a waiver from the American Stock Exchange ("AMEX") listing
requirements in order to list our shares. If we are unable to maintain this
listing in the future, we believe that our common shares may then trade on the
over-the-counter market in the so-called "pink sheets" or the OTC Bulletin
Board, which was established for securities that do not meet the AMEX's and
other exchanges' listing requirements. In such event, our shares may be
difficult or impossible to sell. Specifically, selling our common shares would
be more difficult because smaller quantities of common shares could be bought
and sold, transactions could be delayed, and coverage of us by securities
analysts and news media may be reduced. As a result, shareholders may not be
able to sell their shares, which illiquidity may cause a decreased trading
price, cause larger spreads in the bid and ask price for our common shares and
restrict our ability to issue additional securities or to secure additional
financing. In order to maintain a listing, AMEX examines, typically on a
quarterly basis, the financial condition and/or operating results for a listed
company, the public distribution or aggregate market value of a listed company's
shares, as well as various other aspects of a listed company's compliance with
AMEX's requirements. Although AMEX has wide discretion regarding the enforcement
of the requirements for maintaining a listing, there can be no assurance that we
will be able to satisfy these requirements and maintain our listing.

WE HAVE BEEN NOTIFIED BY AMEX THAT OUR COMPANY IS IN VIOLATION OF AMEX'S
CONINUING LISTING REQUIREMENTS

On February 28, 2003, we received a letter from the AMEX stating that as of the
filing of the Company's last 8K on February 19, 2002 the Company was not in
compliance with the Exchange's continued listing standards as set forth in Part
10 of the AMEX Company Guide. On April 7, 2003, the Company submitted a plan to
the AMEX detailing its business plan for the next 18 months and its projections
for returning to compliance. The AMEX is reviewing the plan and will notify the
Company whether it will be permitted to trade under an 18 month extension
subject to meeting certain milestones during said period.

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INVESTORS MAY BE UNABLE TO SELL OUR COMMON SHARES BECAUSE OF THE LOW PRICE

Although we are listed on the AMEX, we cannot assure you that we will be able to
maintain this listing. In such event, our shares may trade only on the
over-the-counter market in the so-called "pink sheets" or on the OTC Bulletin
Board. The effects of not being eligible for trading on the AMEX include the
limited release of the market prices of our stock and limited news coverage of
us. Ineligibility may also restrict investors' interest in our stock and
materially adversely affect the trading market and prices for our stock and our
ability to issue additional securities or to secure additional financing.

IF THE TRADING PRICE OF OUR COMMON STOCK DROPS BELOW A CERTAIN LEVEL WE MAY
BECOME SUBJECT TO THE PENNY STOCK RULE

If the trading price of our common stock is less than $5.00 per share, our
common stock could become subject to Rule 15 (g) under the Securities and
Exchange Act of 1934, as amended. That rule, otherwise known as the "Penny Stock
Rule," requires that broker-dealers satisfy special sales practice requirements,
including making individualized written suitability determinations and receiving
purchasers' written consents, prior to any transaction. If our common stock is
deemed to be a penny stock under the Securities Enforcement and Penny Stock
Reform Act of 1990, this would require additional disclosure in connection with
trades in our common stock, including the delivery of a disclosure schedule
explaining the nature and risks of the penny stock market. Such requirements
could severely limit the liquidity of our common stock, the ability of
broker-dealers to sell our common shares and the ability of purchasers in this
offering to sell their securities in the secondary market. As of the close of
business on March 31, 2003, our share price was $0.18.

WE MAY BE UNABLE TO SELL SHARES IN SOME STATES IN FUTURE OFFERINGS DUE TO BLUE
SKY REGULATIONS

If we become unable to list our shares on the AMEX, we will attempt to register
and trade on another national exchange. If that proves unsuccessful, we will
have to register the common shares in any state where we desire to sell our
common shares. We must also register our officers and directors as broker
dealers in any state in which we seek to sell our common shares or seek an
exemption to such registration. If a registration of the common shares in
various states is not approved, it will not be possible for us to sell the
common shares in those states. In such an event, we intend to use our best
efforts to register in every state where we believe there is a significant
market for our common shares. Should any or all common share registrations not
be approved, this would prohibit us from selling the common shares offered for
sale in such jurisdictions, would make it more difficult for you to sell your
common shares generally and could adversely affect the overall success of those
future offerings.

POSSIBLE VOLATILITY OF OUR STOCK PRICE COULD HARM OUR SHAREHOLDERS

The stock markets in general, and the market for Internet-related and technology
companies in particular, have experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance
of such companies. The trading prices of many technology stocks are at or near
historical highs and reflect valuations substantially above historical levels.
These trading prices and valuations may not be sustained. These broad market and
industry factors may harm the market price of our common shares, regardless of
our operating performance. Market fluctuations, as well as general political and
economic conditions such as recession or interest rate or currency rate
fluctuations, may also harm the market price of our common shares. In the past,
following periods of volatility in the market price of a company's securities,
securities class-action litigation has often been instituted against the
company. This litigation, if instituted, could result in substantial costs and a
diversion of management's attention and resources, which would harm our
business, financial condition and results of operations.

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CONTROL BY PRINCIPAL SHAREHOLDERS, EXECUTIVE OFFICERS AND DIRECTORS COULD HARM
OUR SHAREHOLDERS

Our executive officers, directors and greater-than-five-percent shareholders
own, in the aggregate, approximately 47.4% of our outstanding Common Shares.
Further, our by-laws provide for a classified board of directors, which is
controlled by our founders. This means that the Board is divided into three
classes of directors serving staggered three-year terms. As a result,
approximately one-third of the Board will be elected each year. This makes it
more difficult to gain control of the Board and may delay, defer or prevent a
change in control of our company. As a result, the executive officers, directors
and greater-than-five-percent shareholders, acting together, will have the
ability to control most, if not all, matters submitted to shareholders and
directors for approval (including the election and removal of directors and
officers and any merger, consolidation or sale of all or substantially all of
our assets) and to control our management and affairs. Accordingly, this
concentration of ownership, as well as the classified Board, may have the effect
of delaying, deferring, or preventing a change in our control, impede a merger,
consolidation, takeover or other business combination involving us, or
discourage a potential acquirer from making a tender offer or otherwise
attempting to obtain our control, which in turn could harm the market price of
our Common Shares. The following individual owns greater than 5% of Nimbus
Group: Horacio Groisman. In addition, Ilia Lekach (our chairman and director)
owns all of Pacific Investments, which in turn owns greater than 5% of Nimbus
Group. ECMV, a company related through a common chairman of the board, also
beneficially owns greater than 5% of Nimbus Group. Please see "Management and
Principal Shareholders."

WE WILL NEED TO RAISE ADDITIONAL CAPITAL WHICH MAY AFFECT OUR SHAREHOLDERS, AND
OUR BUSINESS WILL BE HARMED IF WE ARE UNABLE TO OBTAIN ADDITIONAL CAPITAL

We will need to raise funds in the near future. If additional funds are raised
through the issuance of equity or convertible debt securities, our shareholders'
percentage ownership will be reduced, and these securities may have rights,
preferences and privileges senior to those of the common shares. Additional
financing may not be available on terms favorable to us or at all. If we are
unable to maintain our listing of common stock on the AMEX, it may be more
difficult to raise additional funds. If adequate funds are not available or are
not available on acceptable terms, we may not be able to fund our current
operations, take advantage of unanticipated acquisition opportunities, develop
or enhance services or products or respond to competitive pressures. Our
inability to raise additional capital on acceptable terms could harm our
business, financial condition and results of operations. Please see
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations--Liquidity and Capital Resources."

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act and,
therefore, file reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). You can inspect and copy all of
this information at the Public Reference Room maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains a web site that contains reports, proxy statements
and information statements and information regarding issuers, such as us, that
file electronically with the SEC. The address of this web site is
http:\\www.sec.gov.


ITEM 2.  PROPERTIES

On March 1 2003, we moved from our principal administrative, marketing and
product development facilities located in Fort Lauderdale, Florida. Currently,
we are lessees under a three-year lease expiring in 2006. Monthly lease payments
during the initial term of the lease are approximately $3,629. We believe that
our current facilities will be adequate to meet our current and future needs
given our new business focus.

                                       9
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS

We are not currently a party to any formal legal proceedings. A breach of
contract lawsuit has been threatened by USinternetworking, Inc. ('USi'), a
developer of Web sites. We signed a contract, effective as of September 23,
1999, with USi for the development of our second generation user interface, as
well as certain other services (the 'USi Agreement'). During December 1999, we
notified USi that we were terminating the USi Agreement (as per the terms of the
USi Agreement) for USi's material breach of its obligations thereunder. The
parties discussed a resolution of the matter, although no discussions have
occurred as of late. We believe that we have meritorious defenses, as well as
counterclaims, to any claim which may be brought by USi, and if any such claim
is brought, we will defend it vigorously. However, if USi successfully pursues
its claim against us, it may have a material adverse effect on us and the
operation of our business. During January 2002, USi filed voluntary petitions
for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court.


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

On December 3, 2002, we held the 2002 annual meeting of our shareholders (the
"Annual Meeting"). The following directors were elected at the Annual Meeting:
Carlos de Miguel and Kenneth A. Glenn. Please see "Classified Board of
Directors."

Additionally, our shareholders approved the following proposals at the Annual
Meeting: The ratification of the appointment of Berkovits, Lago and Company LLP
as our independent auditors for the 2002 fiscal year, and the approval of the
sale of substantially all of the assets and certain liabilities of TTA to Go
Antiques, Inc. For the election of the directors noted above, 5,400,822 votes
cast for, no votes cast against and no abstentions. For the ratification of the
appointment of Berkovits, Lago and Company LLP as our independent auditors for
the 2002 fiscal year, 4,857,865 votes cast for, no votes cast against and
542,957 votes cast abstained. For the approval of the sale of substantially all
of the assets and certain liabilities of TTA, Inc. to Go to Antiques, Inc,
4,857,865 votes cast for, no votes cast against and 542,957 votes cast
abstained. The transaction between TTA and GO Antiques, Inc. was terminated
during December 2002. Please see "Business--Current Developments."

                                       10
<PAGE>
                                    PART II.

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

MARKET INFORMATION

Our common stock, $0.001 par value ("Common Stock") is traded on the AMEX under
the symbol NMC. The following table sets forth the high and low closing sales
prices for our Common Stock for the periods indicated, as reported by the
American Stock Exchange.

<TABLE>
<CAPTION>
FISCAL 2002                      HIGH                   LOW
-----------                      -----                 -----
<S>                              <C>                   <C>
First Quarter                    $1.80                 $1.10
Second Quarter                   $1.45                 $0.35
Third Quarter                    $0.40                 $0.11
Fourth Quarter                   $0.35                 $0.10
</TABLE>

<TABLE>
<CAPTION>

FISCAL 2001                      HIGH                   LOW
-----------                      -----                 -----
<S>                              <C>                   <C>
First Quarter                    $1.44                 $0.35
Second Quarter                   $0.70                 $0.25
Third Quarter                    $2.20                 $0.16
Fourth Quarter                   $2.00                 $0.55
</TABLE>

HOLDERS

As of March 26, 2003, there were 48 holders of record, which excluded common
stock held in street name, of the 7,438,889 outstanding shares of Common Stock.
The closing sales price for the Common Stock on March 31, 2003 was $0.18 per
share.

DIVIDEND POLICY

We have not declared or paid any dividends on our Common Stock and do not
currently intend to declare or pay cash dividends in the foreseeable future.
Payment of dividends, if any, will be at the discretion of the Board of
Directors after taking into account various factors, including our financial
condition, results of operations, current and anticipated cash needs and plans
for expansion.

                                       11
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction
with, and are qualified by reference to, the consolidated financial statements
and notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere in this annual report.
The consolidated financial statement data as of December 31, 2002, 2001 and 2000
and for the fiscal years ended 2002, 2001 and 2000 are derived from, and are
qualified by reference to, the audited consolidated financial statements of
Nimbus Group, Inc. (which report includes an explanatory paragraph related to
our ability to continue as a going concern) included elsewhere in this annual
report.

                             SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                 For the                For the              For the
                                                year ended            year ended            year ended
                                             December 31, 2002     December 31, 2001     December 31, 2000
                                             -----------------     -----------------     -----------------
<S>                                          <C>                   <C>                   <C>
STATEMENT OF OPERATIONS DATA:
Results from continuing operation                         -                     -                     -
                                                -----------           -----------           -----------
Discontinued operation
  Loss from discontinued operation               (1,808,588)           (4,050,306)           (6,324,986)
                                                -----------           -----------           -----------
Net loss                                        $(1,808,588)          $(4,050,306)          $(6,324,986)
                                                ===========           ===========           ===========
Basic and diluted loss per common share
 from continuing operation                      $         -           $         -           $         -
                                                ===========           ===========           ===========
Basic and diluted loss per common share
 from discontinued operation                    $     (0.24)          $     (0.54)          $     (0.93)
                                                ===========           ===========           ===========
Weighted average number of common
 shares outstanding                               7,438,889             7,438,889             6,793,002
                                                ===========           ===========           ===========
</TABLE>

<TABLE>
<CAPTION>
                                             December 31, 2002     December 31, 2001     December 31, 2000
                                             -----------------     -----------------     -----------------
<S>                                          <C>                   <C>                   <C>
BALANCE SHEET DATA:
  Cash and cash equivalents                     $   500,408            $  379,775            $1,086,149
  Working capital                                (2,263,774)             (692,586)            3,019,809
  Total assets                                    1,315,489             2,122,847             5,890,253
  Shareholders' (deficiency) equity              (1,737,306)               71,281             4,121,587
</TABLE>

                                       12
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW

During January 2002, our Board adopted a formal plan of disposition of TTA, in
connection with our overall strategic program designed to focus our resources on
Nimbus Jets and the development of a national air taxi service. All revenues
generated during fiscal 2002 and prior years related solely to TTA.

Nimbus Jets, a start-up air taxi service, was to offer a convenient and
cost-effective private jet solution for business travelers and individuals
alike. We intended to make personal jet travel broadly affordable throughout
North and South America. Unlike current alternative methods of flying, primarily
commercial, charter or fractional ownership, Nimbus Jets was to fly an on-demand
private air taxi service.

On December 9, 2001, we entered into an agreement with Eclipse to purchase 1,000
Aircraft to be delivered over a five-year period beginning in 2004. The price to
be paid for each Aircraft was to be $837,500 in June 2000 dollars, subject to
pricing adjustments of up to five percent (5%) per year. In December of 2002,
Eclipse Aviation was unable to certify its E-500 aircraft because of inherent
problems with the engine manufactured by Williams International. Without the
E-500 aircraft, the cornerstone of Nimbus Jets' business model, Nimbus Jets
cannot offer its jet taxi service. As of March 30, 2003, Nimbus Jets had not yet
commenced any operational activities.

NMC BUSINESS STRATEGY SUMMARY

While no final decision has been reached with regard to Nimbus Jets, the
Company's non-operating jet taxi business, Nimbus Group is currently in the
planning stages of changing its primary focus to the wholesale distribution of
fragrances, both proprietary and under license, as well as a diverse line
skincare products. The Company plans to initially distribute its product lines
via retail outlets across the United States. With the hiring of qualified
marketing personnel, the Company will promote its proposed fragrance and
skincare lines to gain preferred shelf space through regular retail promotions.
While penetrating U.S. retail stores, the Company plans to simultaneously move
to secure other distribution relationships with leading retailers abroad. The
Company does not plan to directly manufacture any product, nor take large
positions in inventory. Conversely, the Company plans to utilize direct delivery
to its retail customer utilizing back-to-back bank letters of credit coupled
with Just in Time (JIT) inventory management. Given that Nimbus has not reported
earnings since inception, we believe this new business focus is based on more
traditional business fundamentals and that the Company may be able to create
value for its shareholders via a simpler, yet potentially profitable
distribution model.

RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEARS 2002 AND 2001

LOSS FROM DISCONTINUED OPERATION. The loss from discontinued operation decreased
approximately $2.0 million to approximately $1.8 million for the year ended
December 31, 2002, from approximately $4.0 million for the year ended December
31, 2001. The decrease was primarily due to a decrease in the cost of net
revenues of approximately $1.2 million and an a decrease in general and
administrative expenses of approximately $1.0 million. The decrease in the cost
of net revenues was due to selling more products through our retail outlets,
especially Perfumania.com as products sold through these outlets provided higher
margins than products sold through TTA Auctions, TTA Direct, and TTA
Superstores. General and administrative expense decreased due to largely due to
the Board's adoption of a formal plan of disposition of TTA because as a result,
we classified all of our depreciable assets as held for sale, and therefore did
not recognize approximately $0.5 million of depreciation that would have
otherwise been recognized. In addition, we reviewed our long-lived assets held
for sale for impairment and recognized an impairment loss of approximately $0.3
million during fiscal 2002 to reduce the carrying amount of the impaired assets
to

                                       13
<PAGE>
the estimated fair value. We also improved our operating efficiencies throughout
fiscal 2002 by implementing certain cost contained estimated fair value.

COMPARISON OF FISCAL YEARS 2001 AND 2000

LOSS FROM DISCONTINUED OPERATION. The loss from discontinued operation decreased
approximately $2.3 million to approximately $4.0 million for the year ended
December 31, 2001 from approximately $6.3 million for the year ended December
31, 2000. The decrease was primarily due to an increase in the gross margin of
approximately 3.0 million offset by increases in auction and fulfillment
expenses of $0.9 million and a decrease in interest expense of approximately
$0.2 million. The increase in the gross margins was due to increased revenues of
approximately $6.0 million resulting from us expanding our product and service
offerings as well as implementing strategic marketing programs to increase
sales. The increase in auction and fulfillment expenses was directly
attributable to the increase in revenues in 2001. The decrease in interest was
due to interest expense incurred on two outstanding $1.0 million notes payable
that were converted to stock or paid off during 2000 for which no such interest
was incurred during 2001.

LIQUIDITY AND CAPITAL RESOURCES

Our principal capital requirements during fiscal 2003 will be to fund the
operations of our future business plan. We have had negative cash flows since
inception, resulting primarily from our wholly-owned subsidiary, TTA. Our
working capital to date has been provided primarily by the proceeds from our
initial capitalization of $1 million, other private placements, the issuance of
the Notes (see below), and our initial public offering consummated in June 2000.

Cash and cash equivalents at December 31, 2002, 2001 and 2000 were approximately
$0.5 million, $0.4 million and $1.1 million, respectively. Our working capital
(deficit) totaled ($2.3) million at December 31, 2002, (0.7) million at December
31, 2001 and $3.0 million at December 31, 2000.

Approximately $0.2 million of cash was provided in operating activities for the
year ended December 31, 2002. This was primarily the result of a loss of
approximately $1.8 million, offset primarily by a decrease in our inventory of
approximately $0.6 million and an increase in amounts due related party of
approximately $1.1 million. The increase in amounts due related party resulted
from amounts owed to ECMV relating to our License Agreement which was terminated
during January 2003. Please see "Business - Current Developments." We used cash
of approximately $0.5 million in operating activities for the year ended
December 31, 2001. This was primarily the result of a loss of approximately $4.1
million, as well as decreases in inventory of approximately $2.2 million, in
prepaid expenses and other current assets of $0.3 million and in deferred
revenue of $0.5 million, offset primarily by increases in amounts due related
party of $0.8 million. During the year ended December 31, 2001, inventory levels
were decreased in an effort to liquidate some of our slower moving inventory
items and provide the necessary cash flows to fund our current operations. The
decrease in prepaid expenses and other current assets primarily related to
amounts advanced to suppliers for specialty purchased inventory of which a
majority of this inventory has been received subsequent to December 31, 2000.
The increase in amounts due related party resulted from amounts owed to ECMV
relating to our service agreement in which we outsourced our warehouse and
distribution functions. We used cash of approximately $7.8 million in operating
activities for the year ended December 31, 2000. This was primarily the result
of a loss of approximately $6.3 million, the increase in our inventory of
approximately $3.0 million and the increase in prepaid expenses and other
current assets of $0.5 million. During the year ended December 31, 2000,
inventory levels were increased to support the growth in our membership base
from approximately 50,000 credits as of December 31, 1999 to approximately 1.1
million credits as of December 31, 2000. The increase in prepaid expenses and
other current assets primarily related to amounts advanced to suppliers for
specialty purchased inventory of which a majority of this inventory had been
received subsequent to December 31, 2000. The additional changes in other
operating assets and liabilities were principally related to increases in
accounts payable, accrued expenses, amounts due related party and deferred
revenue of approximately $1.4 million.

We used cash in investing activities of approximately $0.1 million for the year
ended December 31, 2002,

                                       14
<PAGE>
primarily related to certain costs capitalized in connection with internal use
software. We used cash in investing activities of approximately $0.2 million and
$1.2 million for the years ended December 31, 2001 and 2000, respectively,
primarily related to the purchase of computer hardware and software and
expenditures for leasehold improvements at our new corporate facility.

We had no cash flows from financing activities for the years ended December 31,
2002 and 2001, respectively. Cash provided by financing activities for the year
ended December 31, 2000 was approximately $9.2 million. This was the result of
net proceeds received from our initial public offering of approximately $9.4
million, proceeds received from our stock subscriptions receivable (relating to
our initial capitalization) in the amount of approximately $0.6 million, and
proceeds received from a convertible promissory note (the "Note") in the amount
of $1 million from ECMV, a company related through a common chairman of the
board, offset by the repayment of another note (similar in all respects to the
"Note") in the amount of $1 million, and payments made for offering costs of
approximately $0.8 million.

We had two $1 million Notes. One of the Notes was converted into 138,889 shares
of our Common Stock on June 16, 2000, and the other Note was repaid in full on
June 20, 2000. As of December 31, 2002, there was no debt facility available to
us.

On October 12, 2000, we advanced ECMV $500,000. This amount bore interest at the
prime rate and was due on December 31, 2000. ECMV repaid the principal and
accrued interest in full on December 28, 2000.

During March 2000, the Company loaned a shareholder approximately $66,000.
During October 2001, the shareholder repaid the principal balance and accrued
interest in full in the amount of $77,617.

During November 2000, the Company loaned its Chairman of the Board approximately
$100,000. During 2002, principal payments of approximately $7,000 were made. The
remaining amount, approximately $55,000, is due on demand and accrues interest
at the prime rate plus two percent.

We have incurred net losses since inception, and our ability to ultimately
obtain profitable operations is dependent upon future events, including without
limitation, obtaining financing adequate to support our cost structure and
future business plans. We are in the process of evaluating a suitable business
plan and we are trying to raise additional funds through the private offering of
our Common Shares. Although we believe that a private offering of our Common
Shares will provide us with sufficient operating cash flow through fiscal 2003,
there can be no assurance that a new business strategy will be evaluated and
completed in a timely manner, that it will be successfully implemented, or that
funding on a private offering will be successfully completed, or that our future
cash flows will be sufficient to meet all of our obligations and commitments.
The failure to generate such sufficient cash flows could significantly adversely
affect the market value of our common stock and the operation of our business,
results of operations and financial condition.

NEW ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supercedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions
of Accounting Principles Board ("APB") Opinion No. 30, Reporting the Results of
Operations for a Disposal of a Segment of a Business. SFAS 144 is effective for
fiscal years beginning after December 15, 2001. Adoption of SFAS 144 caused us
to reflect the operations of TTA for fiscal years 2001 and 2000 as discontinued
operations. In addition, we reviewed the long lived assets to be disposed of for
impairment and recognized an impairment loss of approximately $0.3 million.


                                       15
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." The standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. Management has not yet determined the impact SFAS No. 146 compliance
will have on the condensed consolidated financial statements.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Our market risk exposure with respect to financial instruments is to changes in
the "prime rate" in the United States. We have a loan receivable, due on demand,
from our chairman and interim CEO in the amount of approximately $55,000 bearing
interest at prime plus two percent. As of December 31, 2002, we had no short or
long-term investments.

                                       16
<PAGE>
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NIMBUS GROUP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                                                                             PAGE
                                                                                            ------
<S>                                                                                         <C>
Independent Auditors' Reports                                                               22, 23
Consolidated Balance Sheets as of December 31, 2002 and 2001 .                                  24
Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000      25
Consolidated Statements of Changes in Shareholders' (Deficiency) Equity for the years
 ended December 31, 2002, 2001 and 2000                                                         26
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000      27
Notes to Consolidated Financial Statements                                                      28
</TABLE>

                                       17
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and
Shareholders of Nimbus Group, Inc.

We have audited the consolidated balance sheet of Nimbus Group, Inc. (the
"Company") as of December 31, 2002 and the related consolidated statements of
operations, changes in shareholders' (deficiency) equity and cash flows for the
year then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit. The consolidated
financial statements of Nimbus Group, Inc. for the years ended December 31, 2001
and 2000 were audited by other auditors whose report thereon, dated March 20,
2002 expressed a qualified opinion with respect to a going concern uncertainty.

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, such financial statements present fairly, in all material
respects, the financial position of Nimbus Group, Inc. as of December 31, 2002,
and the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company's dependence on outside
financing, lack of sufficient working capital, recurring losses from operations,
and the discontinued operations raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.



BERKOVITS, LAGO AND COMPANY LLP

Plantation, Florida
February 21, 2003

                                       18
<PAGE>

                     (DELOITTE & TOUCHE COMPANY LETTERHEAD)


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and
 Shareholders of Nimbus Group, Inc.:

We have audited the accompanying consolidated balance sheet of Nimbus Group,
Inc. (the "Company") and subsidiaries as of December 31, 2001, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the two years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31,
2001, and the results of their operations and their cash flows for each of the
two years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has a deficiency in working
capital, incurred losses since inception, and its ability to ultimately develop
profitable operations is dependent on future events, including obtaining
financing adequate to support the Company's cost structure and business plans.
Such matters raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans concerning these matters are also describe
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.



/s/ DELOITTE & TOUCHE LLP

March 20, 2002

(DELOITTE TOUCHE TOHMATSU FOOTER)

                                       19
<PAGE>
                       NIMBUS GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,        DECEMBER 31,
                                                                       2002                2001
                                                                   ------------        ------------
<S>                                                                <C>                 <C>
                       ASSETS
Current assets:
  Cash and cash equivalents                                        $    500,408        $    379,775
  Accounts receivable                                                    49,454              51,641
  Shareholder receivable                                                 55,421              59,051
  Inventory, net                                                        121,236             709,329
  Prepaid expenses and other current assets                              62,502             159,184
                                                                   ------------        ------------
     Total current assets                                               789,021
                                                                                          1,358,980


Property and equipment, net                                             519,614             755,057
Other                                                                     6,854               8,810
                                                                   ------------        ------------
     Total assets                                                  $  1,315,489        $  2,122,847
                                                                   ============        ============

     LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) EQUITY

Current liabilities:
  Accounts payable                                                 $    708,152        $    673,527
  Accrued expenses                                                      230,239             346,341
  Amounts due to related party                                        2,105,301             965,057
  Deferred revenue                                                        9,103              66,641
                                                                   ------------        ------------
     Total current liabilities                                        3,052,795           2,051,566

Shareholders' (deficiency) equity:
  Preferred shares, $0.001 par value, 10 million shares
   authorized, no shares issued and outstanding                               -                   -
  Common shares, $0.001 par value, 50 million shares
   authorized, 7,438,889 and 7,438,889 shares
   issued and outstanding, respectively                                   7,439               7,439
  Additional paid-in capital                                         10,988,796          10,988,796
  Accumulated deficit                                               (12,733,541)        (10,924,954)
                                                                   ------------        ------------
     Total shareholders' (deficiency) equity                         (1,737,306)             71,281
                                                                   ------------        ------------

     Total liabilities and shareholders' (deficiency) equity       $  1,315,489        $  2,122,847
                                                                   ============        ============
</TABLE>

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

                                       20
<PAGE>
                       NIMBUS GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                    FOR THE              FOR THE              FOR THE
                                                  YEAR ENDED            YEAR ENDED           YEAR ENDED
                                               DECEMBER 31, 2002     DECEMBER 31, 2001    DECEMBER 31, 2000
                                               -----------------     -----------------    -----------------
<S>                                            <C>                   <C>                  <C>
Results from continuing operation                           -                     -                    -
                                                  -----------           -----------          -----------
Discontinued operation
  Loss from discontinued operation                 (1,808,587)           (4,050,306)          (6,324,986)
                                                  -----------           -----------          -----------
Net loss                                          $(1,808,587)          $(4,050,306)         $(6,324,986)
                                                  ===========           ===========          ===========
Basic and diluted loss per common share
 from continuing operation                        $         -           $         -          $         -
                                                  ===========           ===========          ===========
Basic and diluted loss per common share
 from discontinued operation                      $     (0.24)          $     (0.54)         $     (0.93)
                                                  ===========           ===========          ===========
Weighted average number of common
 shares outstanding                                 7,438,889             7,438,889            6,793,002
                                                  ===========           ===========          ===========
</TABLE>

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

                                       21
<PAGE>
                      NIMBUS GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIENCY) EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000


<TABLE>
<CAPTION>

                                                           COMMON SHARES       ADDITIONAL
                                                      --------------------       PAID-IN        ACCUMULATED
                                                        SHARES      AMOUNT       CAPITAL          DEFICIT            TOTAL
                                                      ---------     ------     -----------     ------------      -----------
<S>                                                   <C>           <C>        <C>             <C>               <C>
Balance at December 31, 1999                          6,000,000     $6,000     $ 1,694,000     $   (549,662)     $ 1,150,338
Issuance of common shares, net of offering costs      1,300,000      1,300       7,907,574                -        7,908,874
Issuance of warrants                                          -          -         630,200                -          630,200
Note payable converted to common shares                 138,889        139         757,022                -          757,161
Net loss for the year ended December 31, 2000                 -          -               -       (6,324,986)      (6,324,986)
                                                      ---------     ------     -----------     ------------      -----------
Balance at December 31, 2000                          7,438,889      7,439      10,988,796       (6,874,648)       4,121,587
Net loss for the year ended December 31, 2001                 -          -               -       (4,050,306)      (4,050,306)
                                                      ---------     ------     -----------     ------------      -----------
Balance at December 31, 2001                          7,438,889      7,439      10,988,796      (10,924,954)          71,281
Net loss for the year ended December 31, 2002                 -          -               -       (1,808,588)      (1,808,588)
                                                      ---------     ------     -----------     ------------      -----------
Balance at December 31, 2002                          7,438,889     $7,439     $10,988,796     $(12,733,542)     $(1,737,307)
                                                      =========     ======     ===========     ============      ===========
</TABLE>

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

                                       22
<PAGE>
                      NIMBUS GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   FOR THE             FOR THE               FOR THE
                                                                  YEAR ENDED          YEAR ENDED            YEAR ENDED
                                                              DECEMBER 31, 2002    DECEMBER 31, 2001    DECEMBER 31, 2000
                                                              -----------------    -----------------    -----------------
<S>                                                           <C>                  <C>                  <C>
Cash flows from operating activities (inclusive of amounts
 related to discontinued operations):
  Net loss                                                        $(1,808,587)        $(4,050,306)        $(6,324,986)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
    Depreciation and amortization                                           -             463,349             287,060
    Provision for impairment of assets to be disposed of              278,982              41,510                   -
    Amortization of stock purchase warrants                                 -                   -             319,161
    Inventory writedown                                                     -                   -             291,127
    Fair value of warrants issued to consultants                            -                   -              68,200
  Change in assets and liabilities:
    Accounts receivable                                                 2,187              48,482             (94,159)
    Shareholder receivables                                             3,630             115,122            (174,173)
    Inventory                                                         588,093           2,226,426          (3,026,453)
    Prepaid expenses and other current assets                          96,682             333,091            (473,650)
    Other assets                                                        1,955               1,713              (2,100)
    Accounts payable                                                   34,625              34,196             349,611
    Accrued expenses                                                 (116,114)            (31,563)            268,543
    Amounts due related party                                       1,140,256             754,362             210,695
    Deferred revenue                                                  (57,538)           (474,095)            510,416
                                                                  -----------         -----------         -----------
      Net cash provided by (used in) operating activities             164,171            (537,713)         (7,790,708)
                                                                  -----------         -----------         -----------
Cash flows from investing activities:
  Purchase of property and equipment                                  (43,539)           (168,661)         (1,192,274)
                                                                  -----------         -----------         -----------
      Net cash used in investing activities                           (43,539)           (168,661)         (1,192,274)
                                                                  -----------         -----------         -----------
Cash flows from financing activities:
  Proceeds from issuance of common stock                                    -                   -          10,045,596
  Borrowings from affiliate                                                 -                   -           1,500,000
  Payments on borrowings to affiliate                                       -                   -          (1,500,000)
  Payments for offering costs                                               -                   -            (833,414)
                                                                  -----------         -----------         -----------
      Net cash provided by financing activities                             -                   -           9,212,182
                                                                  -----------         -----------         -----------
Net increase (decrease) in cash and cash equivalents                  120,632            (706,374)            229,200
Cash and cash equivalents at beginning of year                        379,775           1,086,149             856,949
                                                                  -----------         -----------         -----------
Cash and cash equivalents at end of year                          $   500,407         $   379,775         $ 1,086,149
                                                                  ===========         ===========         ===========
</TABLE>

Supplemental cash flow information:

     -    No amounts were paid for income taxes during 2002, 2001 and 2000.

     -    During the year ended December 31, 2000, interest paid was
          approximately $50,000. No interest was paid during the fiscal years
          ended December 31, 2002 and 2001, respectively.

     -    During the year ended December 31, 2000, the Company recorded $650,200
          to additional paid-in capital in connection with the insurance of
          stock purchase warrants.

     -    During the year ended December 31, 2000, a $1 million note payable,
          net of amortization related to warrants of $242,839, was converted
          into 138,889 shares of common stock.

     -    During the year ended December 31, 2000, $635,466 of the $1 million
          initial capitalization, recorded as Stock Subscription Receivable as
          of December 31, 1999, was paid in full.

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

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

NOTE 1. NATURE OF OPERATIONS AND DISCONTINUED OPERATIONS:

During fiscal 2001, Take to Auction.com, Inc. ("TTA"), a company which sells
products online through multiple distribution channels, reorganized its
corporate structure and changed its primary business focus. On September 26,
2001, TTA, Nimbus Group Inc., a Florida corporation and wholly-owned subsidiary
of TTA ("Nimbus"), and TTA Solutions, Inc., a Florida corporation and
wholly-owned subsidiary of Nimbus ("TTA Solutions"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"). Additionally, another wholly-owned
subsidiary of Nimbus, Nimbus Jets, Inc., ("Nimbus Jets") was formed. As a result
of the Merger, Nimbus (the "Company") became the parent company of two
wholly-owned subsidiaries, TTA and Nimbus Jets under the Merger Agreement. All
revenues generated in fiscal 2002 and prior related solely to TTA.

During January 2002, our board of directors adopted a formal plan of disposal of
TTA in connection with an overall strategic program designed to focus the
Company's resources on Nimbus Jets and the development of a national air taxi
service. Revenues included in discontinued operations amounted to $12,312,033,
$12,121,853 and $6,009,146 for the years ending December 31, 2002, 2001 and 2000
respectively. Included in Loss from Discontinued Operation on the accompanying
2002 Statement of Operation is an expense of $278,982 representing the amount of
an impairment loss on certain assets of the discontinued operations, which were
written down to estimated fair value as of December 31, 2002.

Assets and Liabilities 'to be disposed of' were comprised of the following at
December 31, 2002:

<TABLE>
<S>                                                  <C>
         Inventory, net                              $121,236
         Prepaid expenses and other current            62,502
         assets
         Property and equipment, net                  519,613
         Other                                          6,854
                                                     --------
                                                     $710,205
                                                     ========
         Accounts payable                            $708,152
         Deferred revenues                              9,103
                                                     --------
                                                     $717,255
                                                     ========
</TABLE>

On February 19, 2003, Watch Junction, Inc. ("Watch") purchased the technology
and certain assets of Take to Auction (the "Technology Sale"). Watch Junction is
owned 100% by the former President of TTA, Mr. Albert Friedman. Mr. Friedman
made a cash payment in the amount of $50,000 and returned 305,610 shares of our
common stock back to us.

TTA operated the Perfumania.com retail storefront prior to January 2003, which
offered over 2,000 fragrance and fragrance-related products, including bath and
aromatherapy products. As of December 31, 2002, we owed Perfumania.com
approximately $2.1 million relating primarily to inventory purchased from a
license agreement (the "License Agreement"). On January 28, 2003, we received a
letter from E Com Ventures, Inc. ("ECMV"), the parent of Perfumania.com,
indicating we were in default of our Website Operations Services Agreement (the
"Agreement") for non-payment of amounts due of approximately $1.9 million to
Perfumania.com in connection with the Agreement. To settle the breach of
contract claim, we agreed to terminate the Agreement in exchange for a release
of the outstanding obligations owed to Perfumania.com. On February 28, 2003, we
completed the process of returning the operations of Perfumania.com back to ECMV
(the "P.com Return").


NOTE 2. SIGNIFICANT ACCOUNTING POLICIES:

Significant accounting policies and practices used by the Company in the
preparation of the accompanying consolidated financial statements are as
follows:

                                       24
<PAGE>
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED):


BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. However, the Company has
incurred net losses since inception in the amount of approximately $12.7 million
and has a deficiency in working capital of approximately $2.3 million. These
factors, among others, may indicate that the Company will be unable to continue
as a going concern for a reasonable period of time. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. The Company's continuation as a going concern is dependent
upon future events, including obtaining financing adequate to support the
Company's cost structure and business plans.

Effective August 26, 1999, the Company declared a share dividend of an aggregate
of 6,993,000 common shares, $0.001 par value ("Common Shares"), immediately
payable to its shareholders of record in order to effect the equivalent of a
1,000-for-1 stock split to increase the number of Common Shares outstanding from
7,000 shares to 7,000,000 shares. On November 3, 1999, the Company declared a
share dividend of an aggregate of 10,263,158 Common Shares, $0.001 par value,
immediately payable to its shareholders of record in order to effect the
equivalent of a 2.326530644-for-1 stock split to increase the number of Common
Shares outstanding from 7,736,842 shares to 18,000,000 shares. On May 4, 2000,
the Company declared a 1-for-3 reverse stock split to decrease the number of
Common Shares outstanding from 18,000,000 to 6,000,000 shares. Shareholders'
equity gives retroactive recognition to the stock splits as of June 2, 1999.


MANAGEMENT ESTIMATES

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


CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.


BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share is computed by dividing the net loss
available to common shareholders for the period by the weighted average number
of Common Shares outstanding for the period. The calculation of basic and
diluted net loss per share excludes 46,050 and 67,675 Common Shares issuable
upon exercise of employee stock options during fiscal 2002 and 2001,
respectively, as the effect of the exercise would be anti dilutive.

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

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED):


INVENTORY

Inventory, consisting of finished goods, is stated at the lower of cost or
market, cost being determined based on a moving weighted average cost basis,
which approximates the first-in, first-out method. The cost of inventory
includes product cost and freight charges. The Company recorded a provision of
approximately $291,000 for the year ended December 31, 2000 to reduce the
carrying value of inventory to its net realizable value. No provisions were made
for fiscal years ended December 31, 2002 and 2001, respectively. Provision for
potentially slow moving or damaged inventory is recorded based on management's
analysis of inventory levels, turnover ratios and through specific
identification of slow moving merchandise.


PROPERTY AND EQUIPMENT

Property and equipment is carried at cost, less accumulated depreciation and
amortization. Depreciation and amortization is calculated using the
straight-line method over the estimated useful lives of the related assets.
Costs of major additions and improvements are capitalized and expenditures for
maintenance and repairs which do not extend the useful life of the asset are
expensed when incurred. Gains or losses arising from sales or retirements are
included in income currently. The Company reviews its long-lived assets for
impairment on a periodic basis and records an impairment loss to operations if
the sum of the expected future undiscounted cash flows is less than the carrying
amount of the asset. An impairment loss would be recognized to reduce the
carrying amount of the impaired asset to its fair value. Based on a review of
the Company's property and equipment, primarily furniture and fixtures and
leasehold improvements relating to assets no longer being utilized, the Company
recorded a non-cash impairment charge of approximately $41,000. During fiscal
2002, based on the plan of disposal of TTA, the Company recorded an additional
non-cash impairment charge of approximately $279,000 to write-down certain
assets to their net realizable value. Fair value of these impaired assets was
determined based on prices for similar assets. The impairment losses are
included in general and administrative expenses in the accompanying consolidated
statements of operations.


PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Take to Auction.com, Inc. All significant
intercompany balances and transactions have been eliminated in consolidation.


SOFTWARE DEVELOPMENT COSTS

In accordance with Statement of Position 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" and Emerging Issues
Task Force 00-2, "Accounting For Web Site Development Costs", the Company
capitalizes acquired and internally developed or modified software solely to
meet the Company's internal needs integral to the Company's Web site. The
Company capitalizes certain internal and external costs directly associated with
developing or modifying the internal use software, which begins with the
application development stage and ends when the project is substantially
complete and ready for its intended use. The ongoing assessment of
recoverability of capitalized software development costs require considerable
judgment by management with respect to certain external factors, including, but
not limited to, estimated economic life and changes in software and hardware
technologies.

                                       26
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED):


REVENUE RECOGNITION

Revenues from membership fees are deferred at the time of billing and are
recognized ratably over the term of annual membership. Revenues from superstore
setup fees are deferred at the time of billing and are recognized ratably over
the first six months of store ownership. Revenues related to sales of products
are recorded at the sales price and recognized at the time that the product is
shipped. Revenues related to shipping and handling fees are recognized at the
time that the product is shipped. In December 1999, the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 101, 'Revenue Recognition in
Financial Statements,' providing guidance with respect to revenue recognition
issues and disclosures. The Company believes that its existing accounting
policies comply with the requirements of this published guidance.


SALES AND MARKETING EXPENSES

Marketing and sales expenses, which consist primarily of advertising and
promotional costs, are charged to operations as incurred.


START UP COSTS

The Company expensed all start up costs as incurred.


INCOME TAXES

The Company utilizes the asset and liability method of accounting for deferred
income taxes. Under this method, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using tax rates in effect for the year in which the
differences are expected to reverse. A valuation allowance is established when
it is more likely than not that some or all of the deferred tax assets will not
be realized.


SIMPLE IRA PLAN

The Company sponsored the Nimbus Group, Inc. SIMPLE IRA Plan (the "Plan"), a
defined contribution plan provided pursuant to the requirements of the Internal
Revenue Code of 1986, as amended. All employees were eligible to participate in
the Plan as of the first day of any month. Participants made pre-tax
contributions to the Plan subject to a statutorily prescribed annual limit. The
Company was required to make matching contributions, not to exceed 3% of a
participant's annual compensation, to the Plan. Each participant was fully
vested in their account, including the participant's contributions, the
Company's matching contribution and the investment earnings thereon.
Contributions by the participants or by the Company to the Plan, and the income
earned on such contributions, are generally not taxable to the participants
until withdrawn. Contributions by the Company are generally deductible by the
Company when made. The participant's and the Company's contributions are held in
an IRA. The Company accrued a matching contribution to the Plan as of December
31, 2002, 2001 and 2000 of approximately $28,000, $37,000 and $30,000
respectively, which represents the total contributions made to the Plan by the
Company for the years ended December 31, 2002, 2001 and 2000, respectively. In
February, 2003, the Company cancelled its SIMPLE IRA Plan.

                                       27
<PAGE>
NIMBUS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED):


WARRANTS

As required by Statement of Financial Position No. 123, ("SFAS No. 123") the
Company accounts for warrants issued to non-employees not issued in conjunction
with debt by amortizing the fair value of such warrants over the vesting period.
During fiscal 2000, expenses related to such warrants was $68,200 and are
included in general and administrative expenses in the accompanying consolidated
statement of operation. No warrants were issued during fiscal 2002 or 2001.


COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130"), establishes standards for recording and displaying
comprehensive income and its components. SFAS No. 130 requires certain
components of equity to be recorded as other comprehensive income. The Company
has no other comprehensive income during the fiscal years ended December 31,
2002, 2001 and 2000.


SEGMENT REPORTING

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS No. 131"), establishes
standards for public business enterprises to report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. It also establishes standards for related disclosures about products
and services, geographic areas and major customers. The Company operated in one
segment during 2002, 2001 and 2000.


RECLASSIFICATIONS

Certain reclassifications to the Company's 2001 and 2000 consolidated financial
statements were made to conform them to classifications used in 2002.


RECENT ACCOUNTING PRONOUNCEMENTS

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." The standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. Management has not yet determined the impact SFAS No. 146 compliance
will have on the condensed consolidated financial statements.

                                       28
<PAGE>
NIMBUS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2002, the FASB issued SFAS No. 148,
Accounting for Stock-Based Compensation -- Transition and Disclosure an
amendment of FASB Statement No. 123. This Statement amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation. It also amends the
disclosure provisions of that Statement to require prominent disclosure about
the effects on reported net income of an entity's accounting policy decisions
with respect to stock-based employee compensation. Finally, this Statement
amends APB Opinion No. 28, Interim Financial Reporting, to require disclosure
about those effects in interim financial information. We intend to continue to
account for stock-based compensation based on the provisions of APB Opinion No.
25. SFAS 148's amendment of the transition and annual disclosure provisions of
SFAS 123 are effective for fiscal years ending after December 15, 2002, and the
disclosure requirements for interim financial statements are effective for
interim periods beginning after December 15, 2002. We will adopt the disclosure
provisions of SFAS 148 beginning in the quarter ending March 31, 2003.


NOTE 3. INITIAL PUBLIC OFFERING:

Effective June 12, 2000 (the actual closing date was June 16, 2000), the Company
completed an equity offering of 1.3 million Common Shares at an offering price
of $8.00 per share. Net proceeds to the Company, after deducting approximately
$2.5 million in costs, fees, underwriter discounts and other expenses associated
with the offering, were approximately $7.9 million and were used primarily for
inventory expansion, other capital expenditures necessary to support the
Company's growth, working capital, and other general corporate purposes.


NOTE 4. PROPERTY AND EQUIPMENT:

Property and equipment include the following:

<TABLE>
<CAPTION>
                                      Estimated
                                        Useful
                                        Lives
                                      (in years)   December 31, 2002   December 31, 2001
                                      ----------   -----------------   -----------------
<S>                                   <C>          <C>                 <C>
Computer equipment                         3          $  498,061         $  500,607
Computer software                          3             519,743            752,640
Furniture and fixtures                     5              86,001             86,001
Telecommunication equipment                5              39,485             39,485
Leasehold improvements                     5             130,231            130,231
                                                      ----------         ----------
                                                       1,273,521          1,508,964
                                                      ----------         ----------
Less: accumulated depreciation
      and amortization                                  (753,907)          (753,907)
                                                      ----------         ----------
Property and equipment, net                           $  519,614         $  755,057
                                                      ==========         ==========
</TABLE>

As of December 31, 2002, all property and equipment were classified as assets
held for sale in accordance to the Company's plan of disposal of TTA (See
Note 1).

                                       29
<PAGE>
NIMBUS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5. INCOME TAXES:

The primary components of temporary differences, which give rise to the
Company's net deferred tax assets at December 31, 2002 and 2001, respectively,
are as follows:


<TABLE>
<CAPTION>
                                        DECEMBER 31, 2002  DECEMBER 31, 2001
                                        -----------------  -----------------
<S>                                     <C>                <C>
Deferred tax assets:
  Net operating loss carryforwards         $ 4,791,630       $ 4,111,059
  Valuation allowance                       (4,791,630)       (4,111,059)
                                           -----------       -----------
                                           $         -       $         -
                                           ===========       ===========
</TABLE>


The income tax provision differs from the amount obtained by applying the
statutory Federal income tax rate to pretax income as follows:

<TABLE>
<CAPTION>
                                         FOR THE             FOR THE             FOR THE
                                        YEAR ENDED         YEAR ENDED           YEAR ENDED
                                    DECEMBER 31, 2002   DECEMBER 31, 2001   DECEMBER 31, 2000
                                    -----------------   -----------------   -----------------
<S>                                 <C>                 <C>                 <C>
Benefit at Federal statutory rates      $ 614,920         $ 1,377,104          $ 2,150,495
State income taxes, net of Federal
 benefit                                   65,651             147,026              229,597
                                        ---------         -----------          -----------
                                          680,571           1,524,130            2,380,092
Valuation allowance                      (680,571)         (1,524,130)          (2,380,092)
                                        ---------         -----------          -----------
                                        $       -         $         -          $         -
                                        =========         ===========          ===========
</TABLE>

The Company provides a valuation allowance against deferred tax assets if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized.

The Company has federal and state net operating loss carryforwards of
approximately $12.7 million at December 31, 2002, both of which will begin to
expire in the year 2019.


NOTE 6. RELATED PARTY TRANSACTIONS:

The Company received an advance of $1 million on December 21, 1999 from E Com
Ventures, Inc. ("ECMV") and an additional advance of $1 million on March 9,
2000. The chairman of the board of ECMV is also the chairman of the board of the
Company. These advances were structured into two separate two-year convertible
note agreements, each bearing interest at six percent (6%) per annum. ECMV had
the right to convert all, but not less than all for each note, of the principal
amount into shares of the Company's common stock at the conversion price equal
to $7.20. One of the notes was converted into 138,889 shares of common stock on
June 16, 2000 and the other note was repaid in full on June 20, 2000. In
addition, the Company granted a total of 200,000 warrants to ECMV at $7.20.
These warrants, which expired on June 12, 2001, were recorded at an estimated
fair value of $562,000, using an option pricing model, and were amortized over
the life of the notes.

On October 12, 2000, the Company advanced ECMV $500,000. This amount bore
interest at the prime rate and was due on December 31, 2000. ECMV repaid the
principal and accrued interest in full on December 28, 2000.

                                       30
<PAGE>
NIMBUS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6. RELATED PARTY TRANSACTIONS (CONTINUED):

During March 2000, the Company loaned a shareholder approximately $66,000. This
amount was due on demand and accrued interest at the prime rate plus two
percent. During October 2001, the shareholder repaid the principal balance and
accrued interest in full in the amount of $77,617.

During November 2000, the Company loaned its Chairman of the Board approximately
$100,000. During 2002, principal payments of approximately $7,000 were made. The
remaining amount, approximately $55,000, is due on demand and accrues interest
at the prime rate plus two percent. This loan is classified as shareholder
receivables in the accompanying consolidated balance sheet.

Effective September 1, 2001, the Company entered into a licensing agreement (the
"License Agreement") with Perfumania.com to license its retail fragrance Web
site. Under the terms of the agreement, the Company pays royalties to
Perfumania.com of 5% of defined product sales for sales up to $8 million per
annum, decreasing to 3% on sales exceeding $11 million per annum. Royalty
expense under this agreement for the years ended December 31, 2002 and 2001 were
approximately $277,000 and $75,000, respectively.

As of December 31, 2002, we owed Perfumania.com approximately $2.1 million
relating primarily to inventory purchased from the License Agreement. On January
28, 2003, we received a letter from ECMV stating that we were in default of the
License Agreement for non-payment of amounts due and based on recent public
filings that showed that we continue to report losses, have negative working
capital and equity, ECMV was terminating the License Agreement. The Company is
in the process of returning the operations of Perfumania.com back to ECMV. As
part of the transition of the P.com return, ECMV will assume certain liabilities
of TTA, relating to the operations of Perfumania.com.

Effective September 23, 1999, the Company entered into a 60 month service
agreement (the "USi Agreement") with USinternetworking, Inc. ('USi'), a software
and network provider, to develop and host the Company's Web site. The Company
paid an initial fee of $40,000 and the USi Agreement was for 60 equal monthly
service fee payments of $41,000 commencing on December 15, 1999 through December
14, 2004 (the "Initial Period"). During December 1999, the Company notified USi
that it was terminating the USi Agreement (as per the terms of the USi
Agreement) for USi's material breach of its obligations hereunder. A breach of
contract lawsuit has been threatened by USi. The Company and USi discussed a
resolution of the matter, although no discussions have occurred as of late. The
Company believes that it has meritorious defenses, as well as counterclaims, to
any claim which may be brought by USi, and if any such claim is brought, the
Company will defend it vigorously. However, if USi successfully pursues its
claim against the Company, it may have a material adverse effect on the Company
and the operation of its business. During January 2002, USi filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United
States Bankruptcy Court.

On December 28, 1999, the Company entered into a five year operating lease
agreement for its corporate headquarters. Monthly rent payments are
approximately $14,500 during the period of this agreement.

                                       31
<PAGE>
NIMBUS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7. STOCK OPTION PLAN:

The Company amended its 1999 Stock Option Plan and adopted the 2001 Amended and
Restated Stock Option Plan (the "Amended Option Plan"). Officers, key employees,
and non-employee consultants may be granted stock options, stock appreciation
rights, stock awards, performance shares and performance units under the Amended
Option Plan. The Company has reserved 4,442,857 Common Shares for issuance under
the Amended Option Plan, subject to further anti dilution adjustments.

The Company will grant 5,000 non-qualified stock options to each non-employee
director nominee of the Company. The options will allow such directors to
purchase the Common Shares at the market value at the time the options are
granted. These options will have a term of seven years and vest on the date of
grant.

The Amended Option Plan is administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"). The
Committee is authorized to determine, among other things, the key employees to
whom, and the time at which, options and other benefits are to be granted, the
number of shares subject to each option, the applicable vesting schedule and the
exercise price. The Committee also determines the treatment to be afforded to a
participant in the Amended Option Plan in the event of termination of employment
for any reason, including death, disability or retirement. Under the Amended
Option Plan, the maximum term of both incentive stock options and non-qualified
stock options is seven years.

The Board has the power to amend the Amended Option Plan from time to time.
Shareholder approval of an amendment is only required to the extent that it is
necessary to maintain the Amended Option Plan's status as a protected plan under
applicable securities laws or the Amended Option Plan's status as a qualified
plan under applicable tax laws. The Amended Option Plan was approved by the
shareholders at the 2001 Annual Meeting of Shareholders during November 2001.

                                       32
<PAGE>
NIMBUS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7. STOCK OPTION PLAN (CONTINUED):


A summary of the status of the Company's Amended Option Plan as of December 31,
2002, 2001 and 2000 is presented below:

<TABLE>
<CAPTION>
                                                 WEIGHTED-AVERAGE
                                       SHARES     EXERCISE PRICE
                                       ------    ----------------
<S>                                   <C>        <C>
Outstanding on December 31, 1999        157,755      $1.23
Granted                                 775,995      $6.97
Exercised                                     -      $   -
Forfeited                               (38,750)     $7.26
                                      ---------
Outstanding on December 31, 2000        895,000      $5.94
Granted                               2,149,650      $0.93
Exercised                                     -      $   -
Forfeited                               (67,050)     $4.40
                                      ---------
Outstanding on December 31, 2001      2,977,600      $2.35
Granted                                       -      $   -
Exercised                                     -      $   -
Forfeited                              (973,050)     $1.45
                                      ---------
Outstanding on December 31, 2002      2,004,550      $2.67
                                      =========
</TABLE>

The weighted-average fair value of stock options granted during 2001 and 2000
was $1.39 and $3.40, respectively. No stock options were granted during 2002.
The number of options exercisable at December 31, 2002, 2001 and 2000 were
1,760,816, 2,412,616 and 52,585, respectively.

The following table summarizes information about stock options outstanding at
December 31, 2002:

<TABLE>
<CAPTION>
                                        OPTIONS OUTSTANDING                               OPTIONS EXERCISABLE
                     --------------------------------------------------------     ------------------------------------
                                         WEIGHTED-AVERAGE
                          SHARES             REMAINING                                 SHARES
WEIGHTED-AVERAGE      OUTSTANDING AT     CONTRACTUAL LIFE    WEIGHTED-AVERAGE      EXERCISABLE AT     WEIGHTED-AVERAGE
EXERCISE PRICE       DECEMBER 31, 2002       (YEARS)          EXERCISE PRICE      DECEMBER 31, 2002    EXERCISE PRICE
----------------     -----------------   ----------------    ----------------     -----------------   ----------------
<S>                  <C>                 <C>                 <C>                  <C>                 <C>
$0.50 - $0.90             646,050               5.89               $0.87                548,683            $0.89
$1.00 - $1.23             762,755               5.53               $1.06                742,755            $1.05
$4.13 - $8.00             595,745               4.29               $7.03                469,378            $7.02
                        ---------                                                     ---------
                        2,004,550                                                     1,760,816
                        =========                                                     =========
</TABLE>

                                       33
<PAGE>
NIMBUS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7. STOCK OPTION PLAN - (CONTINUED):

Statement of Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation ("SFAS No. 123"), encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company will measure compensation expense for the stock plan using
the intrinsic value method prescribed by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB No. 25"). Accordingly,
compensation expense for qualified and non-qualified employee stock options
granted under the Amended Option Plan is equal to the difference between the
fair market value of the stock at the date of grant and the amount an employee
must pay to acquire the stock.

The fair value of each option granted under the Company's Amended Option Plan is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions used for grants in 2002, 2001 and
2000:

<TABLE>
<CAPTION>
                                2002           2001          2000
                                ----          -------       -------
<S>                             <C>           <C>           <C>
Expected volatility.........    N/A           226.3%        93.7%
Risk-free interest rate.....    N/A           3.5%          6.0%
Dividend yield..............    N/A           0.0%          0.0%
Expected life...............    N/A           5 years       5 years
</TABLE>

Had compensation cost for the Company's Stock Plans been determined based on the
fair value at the grant dates for awards under the Stock Plans consistent with
the method prescribed by SFAS 123, the Company's net loss and net loss per share
(diluted) would have changed to the proforma amounts indicated below:

<TABLE>
<CAPTION>
                                            For the                 For the             For the
                                          year ended              year ended           year ended
                                       December 31, 2002      December 31, 2001     December 31, 2000
                                       -----------------      -----------------     -----------------
<S>                                    <C>                    <C>                   <C>
Net Loss:
  As reported                             $(1,808,587)          $(4,050,306)          $(6,324,986)
  Proforma                                 (2,845,929)           (5,018,442)           (6,973,002)

Diluted net loss per common share:
  As reported                             $     (0.24)          $     (0.54)          $     (0.93)
  Proforma                                      (0.38)                (0.67)                (1.03)
</TABLE>

The effects of applying SFAS 123 in this proforma disclosure are not indicative
of future amounts. The Company anticipates that additional awards will be
granted in future years.


NOTE 8. CAPITAL STOCK:

The Company completed an equity offer of 1.3 million Common Shares during June
2000 (see Note 3).


NOTE 9. SUBSEQUENT EVENT:

On February 19, 2003, Watch Junction, Inc. ("Watch") purchased the technology
and certain assets of Take to Auction (the "Technology Sale"). Watch Junction is
owned 100% by the former President of TTA, Mr. Albert Friedman. Mr. Friedman
made a cash payment in the amount of $50,000 and returned 305,610 shares of our
common stock back to us.

                                       34
<PAGE>
                                    PART III.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

During November 2002, the Board dismissed Deloitte & Touche LLP ("D&T") as the
independent certified public accountants of the Company. D&T has previously
audited our consolidated financial statements for the fiscal years ended
December 31, 2001, 2000 and 1999 ("Prior Fiscal Years"). Their reports on such
consolidated financial statements did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to audit scope or
accounting principles, but included uncertainty paragraphs for the Prior Fiscal
Years relating to our ability to continue as a "going concern".

In connection with its audits of our financial statements for the Prior Fiscal
Years and through November 21, 2002, we had no disagreements with D&T 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 D&T, would have caused D&T to make a reference to the subject
matter of the disagreements in connection with its reports on the consolidated
financial statements of the Prior Fiscal Years and through November 21, 2002.
Further, in connection with the audits of our financial statements of the Prior
Fiscal Years and through November 21, 2002, there were no "reportable events"
within the meaning of Item 304(a)(1)(v) of the Securities and Exchange
Commission's Regulation S-K.

Our Board met and reviewed the qualifications of several potential applicants
and chose Berkovits, Lago & Company, LLP as the successor independent certified
public accounting firm to be engaged effective November 21, 2002, and was
approved by our shareholders on December 3, 2002.


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information (as of March 1, 2003)
regarding our executive officers and directors:

<TABLE>
<CAPTION>
NAME                                        AGE                      POSITION
----                                        ---                      --------
<S>                                         <C>       <C>
Ilia Lekach..................................52       Chairman of the Board and Chief Executive Officer and Class II Director
Carlos de Miguel ............................32       Interim Chief Financial Officer and Class III Director
Jonathan Geller..............................28       Class I Director
John-Gary Hewitt.............................51       Class I Director (resigned on Mar. 21 for personal reasons)
Kenneth A. Glenn ............................56       Class III Director
</TABLE>

ILIA LEKACH has been our Chairman of the Board and a Class II director since
October 1999 and our Chief Executive Officer since January 2002. Mr. Lekach is
also the chairman and CEO of E Com Ventures, Inc., an Internet incubator. He was
co-founder of Perfumania, Inc. and was Perfumania, Inc.'s Chairman of the Board
and Chief Executive Officer from its incorporation in 1988 until April 1994, and
again since October 1998. Mr. Lekach served as Chairman of the Board of L. Luria
& Son, Inc., a South Florida-based catalog retailer from January 1997 through
August 1997. Mr. Lekach also serves as Chairman of the Board and Chief Executive
Officer of Parlux Fragrances, Inc., a publicly traded manufacturer and
distributor of fragrance and related products since 1990.

                                       35
<PAGE>
In August 1996, ORM Inc., and its affiliates, of which Mr. Lekach was a
principal, purchased a controlling interest in L. Luria & Son, Inc., a catalog
retailer with financial problems. On August 13, 1997, L. Luria & Son, Inc. filed
for relief under Chapter 11 of the Bankruptcy Code and has since been
liquidated.

CARLOS DE MIGUEL has been our interim Chief Financial Officer since February
2003 and a Class III director since October 2002. Mr. de Miguel possesses
significant transactional experience across multiple industries throughout the
United States and Latin America. He is presently Managing Director of Capital
Intelligence Partners where he is focused primarily on Investment Banking,
Mergers & Acquisitions and Strategic Advisory. Mr. de Miguel has advised both
private and public companies alike in building their businesses through
strategic initiatives that have created significant shareholder value. On behalf
on his clients he has successfully executed upon his extensive network of
corporate and investment contacts across multiple industries including media,
aviation, financial services, healthcare and telecommunications. Within these
industries Mr. de Miguel focused on identifying key opportunities in emerging
growth sectors and working with both private and public companies in
accelerating their growth, and more importantly their value.

Prior to joining Capital Intelligence, Mr. de Miguel was Managing Director of
Rainmaker Capital, an investment banking boutique specializing in private
equity, corporate finance and middle market mergers & acquisitions. Mr. de
Miguel's expertise stems from his experience in syndicated finance, project
finance and cross-border mergers & acquisitions during his appointment as
Associate Director of London-based Barclays Bank PLC. Prior to his appointment
at Barclays, Mr. de Miguel was Vice President of the Corporate Finance Group at
Hamilton Bancorp. Prior to joining Hamilton Bancorp, Mr. de Miguel was an
associate within the Equities Division at Goldman Sachs where he formed the
foundation for his keen skills in structuring and executing complex financial
transactions. At the early stages of his career, Mr. de Miguel founded, operated
and successfully sold two separate entrepreneurial ventures.

Mr. de Miguel holds a Degree in Finance & Multinational Management from the
Wharton School of the University of Pennsylvania and a Certificate in
International Studies from Harvard.

JONATHAN GELLER has been a Class I director since October 1999. From October
1999 through January 2003, Mr. Geller was our Vice-President and Chief
Technology Officer. Mr. Geller remains active on the Board and is presently
pursuing a new venture within the agriculture sector in Peru. Mr. Geller was
co-founder of Jackpot S.A, Lima Peru, a privately owned company specializing in
the development of Web pages, providing high bandwidth Internet connections and
custom Web applications. From January 1998 until September 1999, Mr. Geller
served as Jackpot's Chief Executive Officer. From January 1994 until December
1997, Mr. Geller attended college at North Carolina State University where he
graduated with a degree in Industrial Engineering.

JOHN-GARY HEWITT has been a Class I director since October 2001 and effectively
resigned from the Board on March 21, 2003 citing personal reasons. He has been
replaced on the audit committee by Jonathan Geller, a Class I Director. Prior to
joining our Board, Mr. Hewitt was President of Knight Securities, Inc., an
electronic market-making firm in the securities industry. While serving as
President of Knight, Mr. Hewitt was responsible for Knight's extension into
options market-making, international expansion (Europe and Japan), development
of Knight's technology, and organizational restructuring. Prior to that, he
worked at Goldman Sachs in strategic and business building roles related to
Goldman's international equities business. Mr. Hewitt also held various
positions at the New York Stock Exchange. Mr. Hewitt holds a B.A. in political
science from the University of Rochester, a Juris Doctor from the Boston
University School of Law, and a Master's degree in corporate law from New York
University.

KENNETH A. GLENN has been a Class III director since November 2002. Mr. Glenn
has been the Treasurer, President and CEO of Ryder Systems Federal Credit Union
in Miami Dade County since February 1983. Mr. Glenn is a former officer of
Barnett Bank of Florida and Executive Vice President of Homestead Air Force Base
Federal Credit Union.

                                       36
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, requires the Company's executive officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and the National Association of Securities Dealers, Inc.
Executive officers, directors and greater than ten percent shareholders are
required by the Exchange Act to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company
and written representations that no Forms 5 were required, the Company believes
that, during 2002, its directors, executive officers and greater than ten
percent beneficial owners complied with all applicable Section 16(a) filing
requirements.


CLASSIFIED BOARD OF DIRECTORS

Our Board is divided into three classes of directors serving staggered
three-year terms. As a result, approximately one-third of the Board will be
elected each year. These provisions, together with provisions of our articles of
incorporation and by-laws, allow the Board to fill vacancies or increase its
size, and may deter or hinder a shareholder from removing incumbent directors
and filling such vacancies with its own nominees in order to gain control of the
Board.

During fiscal 2002, the following directors resigned for personal reasons:
General Charles A. Horner (Class I director), David Shpilberg (Class III
director), Alan Greenberg (Class III director) and Miguel Cauvi (Class II
director).

The remaining Class I director is Jonathan Geller whose term expires at the 2003
annual meeting of our shareholders. Mr. Lekach currently serves as a Class II
director whose term expires at the 2004 annual meeting of shareholders. Mr. de
Miguel and Mr. Glenn serve as Class III directors whose terms expire at the 2005
annual meeting of shareholders.


BOARD COMMITTEES

The audit committee of our Board consists of Messrs. Glenn and Geller. The audit
committee reviews our financial statements and accounting practices, makes
recommendations to the Board regarding the selection of independent auditors and
reviews the results and scope of the audit and other services provided by our
independent auditors. The Company believes Mr. Glenn's experience qualifies him
as a financial expert.

We do not have a compensation committee. Our Board currently performs all
functions of the compensation committee.


DIRECTOR COMPENSATION

Our independent directors receive options to purchase 5,000 Common Shares per
year for their services as directors, and are reimbursed for their reasonable
expenses for attending our Board and Board committee meetings. Directors'
compensation is paid at the end of each year. The exercise price of the options
which form part of the compensation paid to directors will be based on the
market value at the time the options are granted.

                                       37
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information with respect to all compensation paid
or earned for services rendered to the Company in 2002, 2001 and 2000 by our
interim Chief Executive Officer and our three other most highly compensated
executive officers whose aggregate annual compensation exceeded $100,000 and who
were executive officers of the Company at December 31, 2002 (all of the
individuals named in the following table are collectively defined as the "Named
Executive Officers"). We do not have a pension plan or a long-term incentive
plan, have not issued any restricted stock awards and have not granted any stock
appreciation rights as of this date. We have granted stock options. See "Option
Grants and Holdings" and "Employee Benefit Plan." The value of all other annual
compensation (perquisites and other personal benefits) received by each Named
Executive Officer in each respective year did not exceed the lesser of $50,000
or 10% of the Named Executive Officer's total annual salary and bonus reported
for such Named Executive Officer.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                              SECURITIES
                                     FISCAL    COMPENSATION                   UNDERLYING          ALL OTHER
NAME AND PRINCIPAL POSITION           YEAR      SALARY ($)      BONUS ($)   OPTIONS(#)(1)     COMPENSATION ($)
---------------------------          ------    ------------     ---------   -------------     ----------------
<S>                                  <C>       <C>              <C>         <C>               <C>
Ilia Lekach                           2002            --           --               --                 --
  Chairman and Interim CEO            2001            --           --          700,000                 --
                                      2000            --           --          270,000                 --

Mitchell Morgan (2)                   2002       132,300
  Chief Financial Officer             2001       128,463           --          200,000              1,348
                                      2000       123,020           --          126,531              1,348

Jonathan Geller (3)                   2002       132,300
  Chief Technology Officer            2001       127,837           --          200,000                190
                                      2000       121,250           --          120,714                190
</TABLE>

(1)  See "Option Grants and Holdings" below for a description of such executive
     officers' options.
(2)  Mr. Morgan resigned as Chief Financial Officer and director on February
     3,2003.
(3)  Mr. Geller resigned as Chief Technology Officer on January 15, 2003.


OPTION GRANTS AND HOLDINGS

No stock options were granted during fiscal 2002.

                                       38
<PAGE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE.

The following table provides certain summary information concerning stock
options held as of December 31, 2002 by our three most highly compensated
executive officers. No options have been exercised as of December 31, 2002 by
any of the officers. The value of unexercised in-the-money options at December
31, 2002 is based on the value of the Common Shares on December 31, 2002

<TABLE>
<CAPTION>
                                                          NUMBER OF SECURITIES               VALUE OF UNEXERCISED
                                                         UNDERLYING UNEXERCISED             IN-THE-MONEY OPTIONS AT
                                                      OPTIONS AT DECEMBER 31, 2002             DECEMBER 31, 2002
                                                      ----------------------------        ---------------------------
NAME                                                  EXERCISABLE    UNEXERCISABLE        EXERCISABLE   UNEXERCISABLE
----                                                  -----------    -------------        -----------   -------------
<S>                                                   <C>            <C>                  <C>           <C>
Ilia Lekach......................................       970,000          90,000               $--              $--
Mitchell Morgan(1)...............................       375,000              --                --               --
Jonathan Geller(2)...............................       375,000              --                --               --
</TABLE>

(1)  Mr. Morgan resigned as Chief Financial Officer and director on February
     3,2003.
(2)  Mr. Geller resigned as Chief Technology Officer on January 15,2003.


EMPLOYEE BENEFIT PLANS

Stock Option Plan

In November 2001, the shareholders approved an amendment to the Option Plan, to
(1) increase the number of shares reserved for issuance under the Option Plan
from 2,442,857 shares of Common Stock to 4,442,857 shares of Common Stock and
(2) effect various additional modifications to the Option Plan, including (a)
the removal in its entirety of Section 13 of the Option Plan, entitled
"Redemption of Shares by the Company," (b) the removal in its entirety of
Section 18 of the Option Plan, entitled "Information for Optionees," (c) the
addition to Section 17 of the Option Plan, entitled "Amendment and Termination
of the Plan" of a fixed date of termination for the Option Plan, (d) the
replacement of language in Section 3 of the Option Plan, entitled "Number of
Shares Available For Options," to change the current pool of stock available for
issuance as options under the Option Plan from fifteen percent (15%) of the
issued and outstanding shares to 4,442,857 shares, and (e) approval and adoption
of the Nimbus Group, Inc. 2001 Amended and Restated Stock Option Plan (the
"Amended Option Plan"). Shares covered by any option granted under the Option
Plan, which expires unexercised, become available again for grant under the
Amended Option Plan. As of December 31, 2002, options to purchase 2,004,550
Common Shares were outstanding with a weighted average exercise price of $2.67
per share, and 2,438,307 shares were available for future grants.


Simple IRA Plan

In February 2003, the Company cancelled its SIMPLE IRA Plan. We sponsored the
Nimbus Group, Inc. SIMPLE IRA Plan, a defined contribution plan provided
pursuant to the requirements of the Internal Revenue Code of 1986, as amended.
All employees were eligible to participate in the SIMPLE IRA Plan as of the
first day of any month. Participants made pre-tax contributions to the SIMPLE
IRA Plan subject to a statutorily prescribed annual limit. We made matching
contributions, not exceeding 3% of a participant's annual compensation, to the
SIMPLE IRA Plan. Each participant was fully vested in their account, including
the participants' contributions, our matching contribution and the investment
earnings thereon. Contributions by the participants or by us to the SIMPLE IRA
Plan, and the income earned on such contributions, are generally not taxable to
the participants until withdrawn. Contributions by us are generally deductible
by us when made. The participant's and our contributions are held in an IRA. We
will make a matching contribution to the SIMPLE IRA Plan for Fiscal 2002 of
approximately $28,000.

                                       39
<PAGE>
INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 607.0850 of the Florida Business Corporation Act ("FBCA") permits, in
general, a Florida corporation to indemnify any person who was or is a party to
any action or proceeding by reason of the fact that he or she was a director or
officer of the corporation, or served another entity in any capacity at the
request of the corporation, against liability incurred in connection with such
proceeding including the estimated expenses of litigating the proceeding to
conclusion and the expenses actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
such person acted in good faith for a purpose he or she reasonably believed to
be in, or not opposed to, the best interest of the corporation and, in criminal
actions or proceedings, additionally had no reasonable cause to believe that his
or her conduct was unlawful. Section 607.0850(6) of the FBCA permits the
corporation to pay such costs or expenses in advance of a final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount as and to the extent required by
statute. Section 607.0850 of the FBCA provides that the indemnification and
advancement of expense provisions contained in the FBCA shall not be deemed
exclusive of any rights to which a director or officer seeking indemnification
or advancement of expenses may be entitled.

Our articles of incorporation provide, in general, that we shall indemnify, to
the fullest extent permitted by Section 607.0850 of the FBCA, any and all
persons whom it shall have the power to indemnify under that section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. Our articles of incorporation also provide that the
indemnification provided for therein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement,
vote of shareholders or disinterested directors or otherwise, both as to actions
taken in his or her official capacity and as to acts in another capacity while
holding such office.

In accordance with that provision of our articles of incorporation, we shall
indemnify any officer or director (including officers and directors serving
another corporation, partnership, joint venture, trust, or other enterprise in
any capacity at our request) made, or threatened to be made, a party to an
action or proceeding (whether civil, criminal, administrative or investigative)
by reason of the fact that he or she was serving in any of those capacities
against judgments, fines, amounts paid in settlement and reasonable expenses
(including attorney's fees) incurred as a result of such action or proceeding.
Indemnification would not be available if a judgment or other final adjudication
adverse to such director or officer establishes that (i) his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty or
(ii) he or she personally gained in fact a financial profit or other advantage
to which he or she was not legally entitled.

We entered into indemnification agreements with each of our current directors
and officers to give these directors and officers additional contractual
assurances regarding the scope of the indemnification set forth in our articles
of incorporation and bylaws and to provide additional procedural protections. At
present, there is no pending litigation or proceeding involving a director,
officer or employee of Nimbus Group regarding which indemnification is sought,
nor are we aware of any threatened litigation that may result in claims for
indemnification.

We do not maintain directors' and officers' liability insurance.

                                       40
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information known to us with respect to
the beneficial ownership of our Common Shares as of December 31, 2002 by (i)
each shareholder known by us to be the beneficial owner of more than 5% of our
Common Shares, (ii) each director of Nimbus Group and (iii) all executive
officers and directors as a group. The information in the following table
assumes (i) a 1,000-for-one stock split of our outstanding Common Shares
effected on August 26, 1999 (ii) a subsequent 2.326530644-for-one stock split of
our outstanding Common Shares effected on November 3, 1999 and (iii) a
subsequent 1-for-3 reverse stock split of our outstanding Common Shares
effective on May 4, 2000.

<TABLE>
<CAPTION>
                                                                    COMMON SHARES
                                                                   BENEFICIALLY OWNED
                                                              --------------------------
NAME OF BENEFICIAL OWNER(1)                                    NUMBER      PERCENTAGE(2)
---------------------------                                   ---------    -------------
<S>                                                           <C>          <C>
Ilia Lekach(5)............................................    1,868,000       25.11%
Pacific Investments(7)....................................      988,000       13.28%
E Com Ventures(6).........................................    1,002,889       13.48%
Horacio Groisman(3).......................................      577,957        7.77%
Jonathan Geller(4)........................................      375,000        5.04%
Mitchell H. Morgan(4).....................................      375,000        5.04%
John-Gary Hewitt(8).......................................       33,333           *
Carlos de Miguel    ......................................            -           *
Kenneth A. Glenn  ........................................            -           *

Executive officers and directors as a group
 (8 persons)..............................................    3,985,266       53.57%
</TABLE>

(*)  Represents beneficial ownership of less than 1%.

(1)  Unless otherwise noted, the address of each shareholder is our address,
     which is 5555 Anglers Avenue, Suite 16, Fort Lauderdale, Florida 33312.

(2)  Percentage of ownership is based on 7,438,889 shares outstanding as of
     December 31, 2002. Common Shares subject to options currently exercisable
     or exercisable within 60 days of December 31, 2002 are deemed outstanding
     for the purpose of computing the percentage ownership of the person holding
     such options, but are not deemed outstanding for computing the percentage
     ownership of any other person. Unless otherwise indicated below, the
     persons and entities named in the table have sole voting and sole
     investment power with respect to all shares beneficially owned, subject to
     community property laws where applicable.

(3)  Options to purchase a total of 45,000 shares granted to Dr. Groisman on
     August 25, 1999 and May 4, 2000, one third of which vest on the first,
     second and third anniversary of the date of grant. Does not include
     nonexercisable options of 10,000 shares.

(4)  Total options to purchase 375,000 and 375,000 Common Shares, granted to
     Messrs. Morgan and Geller as of December 31, 2002. All of the options
     issued to Messrs. Morgan and Geller are currently exercisable. Mr. Morgan
     resigned as Chief Financial Officer and director on February 3,2003. Mr.
     Geller resigned as Chief Technology Officer on January 15,2003.

(5)  Options to purchase 270,000 Common Shares, granted to Mr. Lekach on January
     31, 2000 (90,000 shares) and May 4, 2000 (180,000 shares), one third of
     which vests on the first, second and third

                                       41
<PAGE>
     anniversary of the date of grant. Also includes options to purchase 700,000
     Common Shares, granted to Mr. Lekach during 2001 (200,000 shares on
     September 1, 2001 and 500,000 shares on November 21, 2001), vesting
     immediately. Does not include nonexercisable options to purchase
     90,000 shares.

(6)  E Com Ventures, Inc.'s address is 11701 N.W. 101st Road, Miami, Florida
     33178.

(7)  Ilia Lekach, our Chairman of the Board, owns 100 percent of the issued and
     outstanding shares of common stock of Pacific Investments. On April 17,
     2001, Pacific Investments sold 250,000 shares to ECMV at a sales price of
     $1.01 per share. During February 2002, Pacific Investments sold 300,000
     shares to ECMV at a sales price of $1.19 per share.

(8)  Options to purchase a total of 100,000 shares granted to Mr. Hewitt, on
     November 21, 2001, vesting in equal amounts over a three-year period,
     beginning on the date of grant. Does not include nonexercisable options to
     purchase 66,667 shares.

The following table summarizes information about stock options outstanding at
December 31, 2002:

<TABLE>
<CAPTION>
                                          OPTIONS OUTSTANDING                                 OPTIONS EXERCISABLE
                     -----------------------------------------------------------    -------------------------------------
                                          WEIGHTED-AVERAGE
                            SHARES            REMAINING                                   SHARES
WEIGHTED-AVERAGE       OUTSTANDING AT       CONTRACTUAL LIFE    WEIGHTED-AVERAGE      EXERCISABLE AT     WEIGHTED-AVERAGE
 EXERCISE PRICE      DECEMBER 31, 2002         (YEARS)           EXERCISE PRICE     DECEMBER 31, 2002     EXERCISE PRICE
----------------     -----------------    ------------------    ----------------    -----------------    ----------------
<S>                  <C>                  <C>                   <C>                 <C>                  <C>
$0.50 - $0.90              646,050               5.89                $0.87                 548,683             $0.89
$1.00 - $1.23              762,755               5.53                $1.06                 742,755             $1.05
$4.13 - $8.00              595,745               4.29                $7.03                 469,378             $7.02
                         ---------                                                       ---------
                         2,004,550                                                       1,760,816
                         =========                                                       =========
</TABLE>

                                       42
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since our inception in June 1999, there has not been nor is there currently
proposed any transaction or series of similar transactions to which we were or
are to be a party in which the amount involved exceeds $60,000 and in which any
director, executive officer or holder of more than 5% of our Common Shares had
or will have a direct or indirect interest other than (i) compensation
arrangements, which are described where required under "Management" and (ii) the
transactions described below.


E COM VENTURES, INC. ADVANCES

We received an advance of $1 million on December 21, 1999 from ECMV and an
additional advance of $1 million on March 9, 2000. The chairman of the board of
ECMV is also the chairman of our Board. These advances were structured into two
separate two-year convertible note agreements during May 2000, bearing interest
at six percent (6%) per annum. ECMV had the right to convert all, but not less
than all, of the principal amount into shares of our common stock at the
conversion price equal to $7.20 per share. In addition, we granted a total of
200,000 warrants to ECMV at $7.20 per share. These warrants expired on June 12,
2001.


PERFUMANIA.COM AGREEMENTS

On October 1, 2000, we entered into a six-month service agreement with
Perfumania.com, Inc., a subsidiary of ECMV, to outsource our warehouse and
distribution functions. This agreement automatically renews for successive
one-year terms. This service agreement includes order processing, inventory
management, warehousing, fulfillment and shipping of product. This agreement is
variable, based on volume of sales; however, the agreement includes monthly
minimum fees if such volume levels are not obtained. Total fees incurred during
the years ended 2001 and 2000, including outbound shipping charges, were
approximately $647,000 and $173,000, respectively, and approximately $647,000
and $131,000 was accrued in the accompanying condensed balance sheets as of
December 31, 2001 and December 31, 2000, respectively. Effective September 1,
2001, this service agreement was terminated.

Effective September 1, 2001, the Company entered into a licensing agreement with
Perfumania.com to license its retail fragrance Web site. Under the terms of the
agreement, the Company pays royalties to Perfumania.com of 5% of defined product
sales for sales up to $8 million per annum, decreasing to 3% on sales exceeding
$11 million per annum. Royalty expense under this agreement for the years ended
December 31, 2002 and 2001 were approximately $277,000 and $75,000,
respectively.

As of December 31, 2002, we owed Perfumania.com approximately $2.1 million
relating primarily to inventory purchased from the License Agreement. On January
28, 2003, we received a letter from E Com Ventures, Inc. ("ECMV"), the parent of
Perfumania.com, indicating we were in default of our Website Operations Services
Agreement (the "Agreement") for non-payment of amounts due of approximately $1.9
million to Perfumania.com in connection with the Agreement. To settle the breach
of contract claim, we agreed to terminate the Agreement in exchange for a
release of the outstanding obligations owed to Perfumania.com. On February 28,
2003, we completed the process of returning the operations of Perfumania.com
back to ECMV.


ITEM 14. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's Principal Executive Officer and Principal Financial Officer. Based
upon that evaluation, they concluded that the Company's disclosure controls and
procedures are

                                       43
<PAGE>
effective in gathering, analyzing and disclosing information needed to satisfy
the Company's disclosure obligations under the Exchange Act.


CHANGES IN INTERNAL CONTROLS

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

                                       44
<PAGE>
                                    PART IV.


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

"Exhibit Schedule"

(a)  The following exhibits are filed herewith or incorporated herein by
     reference:

<TABLE>
<CAPTION>
Exhibit
Number           Description of Exhibit
-------          ----------------------
<S>          <C>
  2.01       Agreement and Plan of Merger among Nimbus Group, Inc. and TTA Solutions, Inc. and Take to Auction.com, Inc.**

  3.01       Articles of Incorporation as currently in effect.

  3.02       Bylaws as currently in effect.

 10.04       Office Building Net Lease between Anglers Office Park, Inc., a Florida corporation doing business as Anglers Corporate
             Center, and the Registrant dated December 28, 1999.*

 10.05       Office Lease between Miami Freezone Corporation, a Florida corporation, and the Registrant dated August 4, 1999.*

 10.06       Form of Indemnification Agreement to be entered into by Registrant with each of its directors and executive officers.*

 10.07       2001 Amended Stock Option Plan and related documents.

 10.15       E Com Ventures, Inc. Note Agreement. ***
</TABLE>

*    Previously filed and incorporated by reference to exhibit in the Company's
     Registration Statement on Form S-1, as amended (File No. 333-91177),
     initially filed on November 17, 1999 ("Form S-1"), as set forth after such
     agreement or document.

**   Previously filed and incorporated by reference to exhibit in the Company's
     Current Report on Form 8-K filed on October 16, 2001.

***  Previously filed and incorporated by reference to exhibit in the Company's
     Quarterly Report for the Quarterly Period Ended September 30, 2001.

     (b)  Financial statement schedules:

     No financial statement schedules are provided because the information
     called for is not required or is shown either in the financial statements
     or the notes thereto.

     (c)  Reports on Form 8-K:

     On November 27, 2002 (amended on December 9, 2002), the Company filed a
     Current Report on Form 8-K reporting that the company had changed its
     independent auditors for the fiscal year ending December 31, 2002 from
     Deloitte & Touche LLP to Berkovits, Lago and Company LLP.

                                       45
<PAGE>
                                   SIGNATURES

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

Nimbus Group


         By: /s/ Ilia Lekach
             --------------------------
         Ilia Lekach
         Chairman of the Board and Interim Chief Executive Officer

April 15, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                                                                                    Date
                                                                                    ----
<S>                                                                                 <C>


         By: /s Mitchell Morgan                                                     April 15, 2003
             ---------------------------
         Mitchell Morgan
         Interim Chief Financial Officer and Director through March 31, 2003


         By: /s/ Jonathan Geller                                                    April 15, 2003
             ---------------------------
         Jonathan Geller
         Director


         By: /s/ Kenneth A. Glenn                                                   April 15, 2003
             ---------------------------
         Kenneth A. Glenn
         Director
</TABLE>

                                       46
<PAGE>
                            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 accompanying Annual Report of NIMBUS GROUP, INC.
(the "Registrant") on Form 10-K for the year ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Annual
Report"), I, ILIA LEKACH, Principal Executive Officer of the Registrant,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1.   I have reviewed this Annual Report;
2.   Based on my knowledge, this Annual Report does not contain any untrue
     statement of 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;
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
     the registrant as, and for the periods presented in this Annual Report;
4.   I am 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, to the extent applicable, is made known to
          me 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 my conclusions about the effectiveness
          of the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;
5.   I have disclosed, based on my most recent evaluation, to the Registrant's
     auditors and the audit committee of Registrant's board of directors (or
     persons performing the equivalent functions):
     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
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls; and
6.   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 my most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.



By:  /s/ILIA LEKACH
     --------------
     ILIA LEKACH
     Principal Executive Officer

                                       47
<PAGE>
                            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 accompanying Annual Report of NIMBUS GROUP, INC.
(the "Registrant") on Form 10-K for the year ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Annual
Report"), I, CARLOS DE MIGUEL, Principal Financial Officer of the Registrant,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

3.   I have reviewed this Annual Report;
4.   Based on my knowledge, this Annual Report does not contain any untrue
     statement of 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;
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
     the registrant as, and for the periods presented in this Annual Report;
4.   I am 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, to the extent applicable, is made known to
          me 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 my conclusions about the effectiveness
          of the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;
5.   I have disclosed, based on my most recent evaluation, to the Registrant's
     auditors and the audit committee of Registrant's board of directors (or
     persons performing the equivalent functions):
     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
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls; and
6.   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 my most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.



By:  /s/ MITCHELL MORGAN
     -------------------
     MITCHELL MORGAN
     Principal Financial Officer
     April 15, 2003

                                       48