SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
 Act of 1934 [Fee Required]

For the fiscal year ended June 30, 2002

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange Act of 1934 [No Fee Required]

For the transition period from                          to

Commission File Number 0-29393
CIK Number 0001092805

                             POINT ARENA GROUP, INC.

                         (Exact name of small business issuer in its charter)

                         DELAWARE                                    33-0619521

(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer
 Identification No.)

                 24351 Pasto Road, Suite B
                 Dana Point, California                                92629
           (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:               (949) 489-2400
                                                             -------------------

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

Securities registered pursuant to Section 12(g) of the Act:
  Common Stock, par value $.001


           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

           Check if there is no disclosure  of delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  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. [ X ]

           State issuer's revenues for its most recent fiscal year: None

           The aggregate market value of the voting stock held by non-affiliates
of the  registrant  as of June 30,  2002 was not  determinable  since the Common
Stock was not traded.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of June 30, 2002:

Common Stock, $.001 Par Value - 1,000,000 shares

                                    DOCUMENTS INCORPORATED BY REFERENCE:  NONE










Item 1.   DESCRIPTION OF BUSINESS

Background

        Point Arena Group,  Inc., a Delaware  corporation  (the  "Company")  was
incorporated on April 20, 1994. The Company has no operating  history other than
organizational matters, and was formed specifically to be a "clean public shell"
and for the purpose of either  merging with or  acquiring  an operating  company
with operating  history and assets.  The Securities and Exchange  Commission has
defined and  designated  these types of  companies  as "blind  pools" and "blank
check" companies.

 The primary  activity of the Company will involve seeking merger or acquisition
candidates  with  whom it can  either  merge or  acquire.  The  Company  has not
selected  any  company  for  acquisition  or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.

 The executive  offices of the Company are located at 24351 Pasto Road, Suite B,
Dana Point, California 92629. Its telephone number is (949) 489-2400.

Plan of Operation - General

 The Company was  organized  for the purpose of creating a corporate  vehicle to
seek,  investigate and, if such investigation  warrants,  acquire an interest in
one or more  business  opportunities  presented to it by persons or firms who or
which desire to seek the perceived advantages of a publicly held corporation. At
this  time,the  Company  has no  plan,  proposal,  agreement,  understanding  or
arrangement to acquire or merge with any specific  business or company,  and the
Company has not  identified any specific  business or company for  investigation
and  evaluation.  No member of Management or promotor of the Company has had any
material  discussions  with any other company with respect to any acquisition of
that  company.  Although the  Company's  Common  Stock is  currently  not freely
tradeable,  it will  eventually  become  so  under  exemptions  such as Rule 144
promulgated  under the Securities Act of 1933. See  "Description of Securities."
The Company will not restrict its search to any specific  business,  industry or
geographical  location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed business under this
caption and throughout this Registration  Statement is purposefully  general and
is not meant to be restrictive of the Company's virtually  unlimited  discretion
to search for and enter into potential business opportunities.

 The  Company  intends  to obtain  funds in one or more  private  placements  to
finance the operation of any acquired business. Persons purchasing securities in
these placements and other  shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition.  The Company's proposed
business is sometimes  referred to as a "blind pool" because any investors  will
entrust their investment  monies to the Company's  management before they have a
chance  to  analyze  any   ultimate  use  to  which  their  money  may  be  put.
Consequently,  the  Company's  potential  success  is heavily  dependent  on the
Company's  management,   which  will  have  virtually  unlimited  discretion  in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed  business of the
Company.  There can be no  assurance  that the Company will be able to raise any
funds in private placements.  In any private placement,  management may purchase
shares  on the same  terms as  offered  in the  private  placement.  (See  "Risk
Factors" and "Management").

 Management  anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk in
investing  in the  Company  because  it will not  permit  the  Company to offset
potential  losses  from one  venture  against  gains  from  another  (see  "Risk
Factors").




<PAGE>




 The Company  may seek a business  opportunity  with a firm which only  recently
commenced  operations,  or a developing  company in need of additional funds for
expansion  into new products or markets,  or seeking to develop a new product or
service,  or an  established  business  which may be  experiencing  financial or
operating  difficulties  and is in the  need  for  additional  capital  which is
perceived  to be  easier  to raise by a public  company.  In some  instances,  a
business  opportunity  may involve the  acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.  The Company may purchase assets and
establish  wholly owned  subsidiaries in various  business or purchase  existing
businesses as subsidiaries.

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

 As is  customary  in the  industry,  the  Company  may pay a  finder's  fee for
locating an acquisition  prospect.  If any such fee is paid, it will be approved
by the Company's  Board of Directors and will be in accordance with the industry
standards.  Such  fees  are  customarily  between  1% and 5% of the  size of the
transaction,  based upon a sliding scale of the amount  involved.  Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate  brokerage fee could,  in certain  circumstances,  be paid to any
employee,  officer,  director or 5% shareholder  of the Company,  if such person
plays a material role in bringing a transaction to the Company.

 As part of any transaction, the acquired company may require that Management or
other  stockholders  of the Company sell all or a portion of their shares to the
acquired  company,  or  to  the  principals  of  the  acquired  company.  It  is
anticipated  that the sales  price of such shares will be lower than the current
market price or  anticipated  market price of the Company's  Common  Stock.  The
Company's  funds are not expected to be used for purposes of any stock  purchase
from insiders.  The Company shareholders will not be provided the opportunity to
approve or consent to such  sale.  The  opportunity  to sell all or a portion of
their  shares in  connection  with an  acquisition  may  influence  management's
decision to enter into a specific transaction. However, management believes that
since the  anticipated  sales  price will be less than  market  value,  that the
potential  of a stock  sale by  management  will be a  material  factor on their
decision to enter a specific transaction.

 The above  description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution,  or contract or agreement.
No other  payments of cash or property are expected to be received by Management
in connection with any acquisition.

 The Company has not formulated  any policy  regarding the use of consultants or
outside advisors,  but does not anticipate that it will use the services of such
persons.

 The Company has, and will continue to have,  insufficient capital with which to
provide the owners of business  opportunities with any significant cash or other
assets.  However,  management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling  ownership  interest in a
public company at substantially less cost than is required to conduct an initial
public offering.  The owners of the business  opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting




<PAGE>



costs in connection with the acquisition of a business opportunity including the
costs of preparing post-effective amendments,  Forms 8-K, agreements and related
reports and  documents  nevertheless,  the officers and directors of the Company
have not conducted  market research and are not aware of statistical  data which
would support the perceived benefits of a merger or acquisition  transaction for
the owners of a business opportunity.

 The  Company  does not  intend to make any loans to any  prospective  merger or
acquisition candidates or to unaffiliated third parties.

Sources of Opportunities

 The Company  anticipates that business  opportunities for possible  acquisition
will be referred by various  sources,  including  its  officers  and  directors,
professional advisers, securities broker-dealers,  venture capitalists,  members
of the financial community, and others who may present unsolicited proposals.

 The Company will seek a potential business  opportunity from all known sources,
but will rely principally on personal  contacts of its officers and directors as
well as indirect  associations  between them and other business and professional
people.   It  is  not  presently   anticipated  that  the  Company  will  engage
professional firms specializing in business acquisitions or reorganizations.

 The  officers  and  directors  of the Company are  currently  employed in other
positions  and will  devote only a portion of their time (not more than one hour
per  week)  to the  business  affairs  of the  Company,  until  such  time as an
acquisition  has been  determined  to be highly  favorable,  at which  time they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.

Evaluation of Opportunities

 The analysis of new business  opportunities  will be undertaken by or under the
supervision  of the  officers and  directors of the Company (see  "Management").
Management   intends  to  concentrate  on   identifying   prospective   business
opportunities which may be brought to its attention through present associations
with management.  In analyzing  prospective business  opportunities,  management
will consider such matters as the available technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operation,  if any; prospects for the future;  present and expected competition;
the quality and experience of management services which may be available and the
depth of that  management;  the potential for further  research,  development or
exploration;  specific  risk factors not now  foreseeable  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services or trades; name  identification;  and other
relevant  factors.  Officers and directors of each Company will meet  personally
with   management  and  key  personnel  of  the  firm  sponsoring  the  business
opportunity as part of their investigation.  To the extent possible, the Company
intends to utilize  written reports and personal  investigation  to evaluate the
above factors.  The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.

 It may be anticipated  that any  opportunity in which the Company  participates
will present certain risks. Many of these risks cannot be adequately  identified
prior to selection of the specific opportunity,  and the Company's  shareholders
must,  therefore,  depend on the ability of  management to identify and evaluate
such risk. In the case of some of the opportunities available to the Company, it
may be  anticipated  that the  promoters  thereof  have been unable to develop a
going concern or that such business is in its  development  stage in that it has
not generated  significant revenues from its principal business activities prior
to the  Company's  participation.  There is a risk,  even  after  the  Company's
participation  in the  activity  and the related  expenditure  of the  Company's
funds,  that the  combined  enterprises  will  still be unable to become a going
concern or advance beyond the development  stage.  Many of the opportunities may
involve new and untested products, processes, or market strategies which may not




<PAGE>



succeed.  Such risks will be assumed by the Company and, therefore, its
shareholders.

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

Acquisition of Opportunities

 In implementing a structure for a particular business acquisition,  the Company
may become a party to a merger,  consolidation,  reorganization,  joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase  stock or assets of an  existing  business.  On the  consummation  of a
transaction,  it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the  Company's  officers  and  directors  may,  as  part  of  the  terms  of the
acquisition  transaction,  resign and be replaced by new officers and  directors
without a vote of the Company's shareholders.

 It is anticipated that any securities issued in any such  reorganization  would
be issued in reliance on exemptions from registration  under applicable  Federal
and state  securities  laws.  In some  circumstances,  however,  as a negotiated
element of this  transaction,  the Company may agree to register such securities
either at the time the transaction is consummated,  under certain conditions, or
at specified time thereafter.  The issuance of substantial additional securities
and their  potential  sale into any  trading  market  which may  develop  in the
Company's  Common Stock may have a depressive  effect on such market.  While the
actual  terms of a  transaction  to which the Company  may be a party  cannot be
predicted,  it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the  acquisition  in  a so  called  "tax  free"  reorganization  under  Sections
368(a)(1) or 351 of the Internal  Revenue Code of 1986, as amended (the "Code").
In order to obtain tax free  treatment  under the Code,  it may be necessary for
the owners of the  acquired  business to own 80% or more of the voting  stock of
the surviving entity. In such event, the shareholders of the Company,  including
investors  in this  offering,  would  retain  less  than 20% of the  issued  and
outstanding  shares of the surviving  entity,  which could result in significant
dilution in the equity of such shareholders.

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

 The manner in which each Company  participates in an opportunity will depend on
the nature of the  opportunity,  the respective needs and desires of the Company
and  other  parties,  the  management  of  the  opportunity,  and  the  relative
negotiating strength of the Company and such other management.

 With respect to any mergers or acquisitions,  negotiations  with target company
management  will be expected  to focus on the  percentage  of the Company  which
target company shareholders would acquire in exchange for their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
lesser  percentage  ownership  interest in the Company  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company  acquires a target company with  substantial  assets.  Any
merger  or  acquisition  effected  by the  Company  can be  expected  to  have a
significant  dilative  effect on the  percentage of shares held by the Company's
then shareholders, including purchasers in this offering. (See "Risk Factors.")

 The Company will not have sufficient funds (unless it is able to raise funds in
a private  placement) to undertake any  significant  development,  marketing and
manufacturing of any products which may be acquired.




<PAGE>



Accordingly, following the acquisition of any such product, the Company will, in
all  likelihood,  be required to either seek debt or equity  financing or obtain
funding from third parties,  in exchange for which the Company would probably be
required  to give up a  substantial  portion  of its  interest  in any  acquired
product.  There is no  assurance  that the Company will be able either to obtain
additional  financing or interest  third  parties in  providing  funding for the
further development, marketing and manufacturing of any products acquired.

 It is anticipated that the investigation of specific business opportunities and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to participate in a specific business opportunity the costs
therefore  incurred  in the  related  investigation  would  not be  recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss of the Company of the related costs incurred.

 Management  believes  that the Company  may be able to benefit  from the use of
"leverage"  in  the  acquisition  of  a  business   opportunity.   Leveraging  a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any  acquisition  by the Company.  No assurance can be given as to
the terms or the  availability  of financing for any acquisition by the Company.
During  periods  when  interest  rates are  relatively  high,  the  benefits  of
leveraging  are not as great as during  periods of lower  interest rates because
the investment in the business  opportunity  held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the related debt and
other costs of the  financing.  Lenders  from which the Company may obtain funds
for  purposes  of a  leveraged  buy-out  may impose  restrictions  on the future
borrowing,  distribution,  and  operating  policies  of the  Company.  It is not
possible at this time to predict the  restrictions,  if any,  which  lenders may
impose or the impact thereof on the Company.

Competition

 The  Company  is an  insignificant  participant  among  firms  which  engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have  significantly  greater financial and personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue  to  be a  significant  competitive  disadvantage  vis-a-vis  the
Company's competitors.

Regulation and Taxation

 The Investment Company Act of 1940 defines an "investment company" as an issuer
which is or holds  itself out as being  engaged  primarily  in the  business  of
investing,  reinvesting  or trading of  securities.  While the Company  does not
intend to  engage in such  activities,  the  Company  could  become  subject  to
regulation  under the  Investment  Company  Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the




<PAGE>



Company could be classified as an "investment company."

 The Company  intend to structure a merger or  acquisition  in such manner as to
minimize  Federal  and state tax  consequences  to the Company and to any target
company.

Employees

 The  Company's  only  employees  at the  present  time  are  its  officers  and
directors,  who will devote as much time as the Board of Directors  determine is
necessary to carry out the affairs of the Company. (See "Management").


Item 2.   DESCRIPTION OF PROPERTY

 The  Company  shares  space with its sole  officer.  The  Company  pays its own
charges for long distance telephone calls and other  miscellaneous  secretarial,
photocopying and similar expenses.

Item 3.   LEGAL PROCEEDINGS

 Not Applicable.

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

 No matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended June 30, 2002.


                                     PART II


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

         The Company's  Common Stock has not traded.  As of June 30, 2002, there
were 111 stockholders of record.

Item 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

             The  Company  has been  recently  formed and has not engaged in any
operations other than  organizational  matters.  Its operating  deficit is being
founded by an officer and director.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The consolidated  financial statements of the Company required to be
            included in Item 7 are set forth in the Financial  Statements Index.
            Its operating deficit is being funded by an officer and director.

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

            Not Applicable.




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                                                     PART III

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

Directors and Executive Officers

            The members of the Board of Directors of the Company serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve  at the  pleasure  of  the  Board  of  Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows.

            Jehu Hand has been President,  Chief Financial Officer and Secretary
of the Company since its  inception.  Mr. Hand has been engaged in corporate and
securities  law  practice  and has been a partner of the law firm of Hand & Hand
since 1992.  Hand & Hand  incorporated  as a law  corporation in May 1994.  From
January 1992 to December  1992 he was the Vice  President-Corporate  Counsel and
Secretary of Laser Medical  Technology,  Inc.,  which designs,  manufactures and
markets  dental  lasers and  endodontics  equipment.  He was a director of Laser
Medical from February 1992 to February 1993.  From January to October,  1992 Mr.
Hand was Of Counsel to the Law Firm of Lewis, D'Amato, Brisbois & Bisgaard. From
January  1991 to  January  1992 he was a  shareholder  of  McKittrick,  Jackson,
DeMarco & Peckenpaugh, a law corporation. From January to December 1990 he was a
partner of Day,  Campbell & Hand,  and was an associate of its  predecessor  law
firm from July 1986 to  December  1989.  From 1984 to June 1986 Mr.  Hand was an
associate attorney with Schwartz,  Kelm, Warren & Rubenstein in Columbus,  Ohio.
Jehu Hand received a J.D. from New York University School of Law and a B.A. from
Brigham Young  University.  He is a licensed real estate broker and a registered
principal (Series 7, 24 and 63) of SoCal Securities,  a broker-dealer and member
of the National  Association of Securities  Dealers,  Inc. He is also a director
and president of Albion Aviation, Inc.

Conflicts of Interest

            Certain  conflicts of interest now exist and will  continue to exist
between the Company and its officer and  director  due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

            Certain  conflicts of interest may exist between the Company and its
management, and conflicts may develop in the future. The officer and director of
the Company holds similar  positions  with a number of companies  engaged in the
same business as the Company.  In the event a business  opportunity is presented
to the  management,  he will present the opportunity to the Company and to these
companies in a random order of priority.

            The  Company has not  established  policies  or  procedures  for the
resolution of current or potential  conflicts of interests  between the Company,
its officers and  directors or  affiliated  entities.  There can be no assurance
that  management will resolve all conflicts of interest in favor of the Company,
and failure by  management  to conduct the  Company's  business in the Company's
best  interest  may result in  liability  to the  management.  The  officers and
directors are accountable to the Company as  fiduciaries,  which means that they
are required to exercise  good faith and  integrity  in handling  the  Company's
affairs. Shareholders who believe that the Company has been harmed by failure of
an officer or director to  appropriately  resolve any conflict of interest  may,
subject to applicable rules of civil procedure,  be able to bring a class action
or derivative suit to enforce their rights and the Company's rights.

            The Company has no arrangement,  understanding or intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.




<PAGE>




            The  Company,   by   resolution   of  its  Board  of  Directors  and
stockholders,  adopted a 1994 Stock  Option Plan (the "Plan") on April 20, 1994.
The Plan enables the Company to offer an incentive based compensation  system to
employees,  officers and directors and to employees of companies who do business
with the Company.

            In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan, of which no shares are issuable.  The Company does not
intend to grant  options  until  such time as a merger or  acquisition  has been
consummated.  The  Company  may  increase  the number of shares  authorized  for
issuance  under the Plan or may make other  material  modifications  to the Plan
without  shareholder  approval.  However,  no amendment  may change the existing
rights of any option holder.

            Any shares  which are  subject to an award but are not used  because
the terms and  conditions of the award are not met, or any shares which are used
by participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

            Stock  options  may be granted  as  non-qualified  stock  options or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.

            Stock options may be exercised  during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

            Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

            Stock appreciation  rights and/or restricted stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.




<PAGE>



Item 10. EXECUTIVE COMPENSATION

            No  compensation  is paid or  anticipated  to be paid by the Company
until an acquisition is made.

            On acquisition  of a business  opportunity,  current  management may
resign and be  replaced  by persons  associated  with the  business  opportunity
acquired,  particularly if the Company participates in a business opportunity by
effecting a reorganization,  merger or  consolidation.  If any member of current
management  remains after  effecting a business  opportunity  acquisition,  that
member's time  commitment will likely be adjusted based on the nature and method
of the  acquisition  and  location of the business  which  cannot be  predicted.
Compensation of management will be determined by the new board of directors, and
shareholders  of the Company will not have the opportunity to vote on or approve
such compensation.

            Directors  currently  receive no  compensation  for their  duties as
directors.

Item 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The  following  table  sets  forth   information   relating  to  the
beneficial  ownership  of Company  common  stock by those  persons  beneficially
holding more than 5% of the Company  capital stock,  by the Company's  directors
and  executive  officers,  and by all of the  Company's  directors and executive
officers as a group. The address of each person is care of the Company.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock

<S>                                                 <C>                               <C>
            Jehu Hand(1)                            800,000                           80.0%

            Kimberly Peterson                        93,850                           9.4%

            All officers and
            directors as a group
            (1 person)                              800,000                           80.0%
</TABLE>

(1)  Mr. Hand controls a family limited partnership which is the record
 owner of these shares.


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            Not applicable.






<PAGE>



                                     PART IV


Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

       (a) Exhibits.  The following exhibits of the Company are included herein.

    Exhibit No.            Document Description

        2.                 Charter and Bylaws

                           2.1.     Articles of Incorporation(1)
                           2.2      Bylaws(1)

         6.                Material Contracts

                           6.1.     1994 Stock Option Plan(1)


(1)      Filed with the Company's original Form 10-SB.

        (b)                Reports on Form 8-K.

                           Not Applicable.




<PAGE>




















                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                              FINANCIAL STATEMENTS

                                  JUNE 30, 2001



























<PAGE>

<TABLE>
<CAPTION>

                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]




                                    CONTENTS

                                                                                                        PAGE

<S>                                                                                                         <C>
               --     Independent Auditors' Report                                                          1


                      Balance Sheet, June 30, 2001                                                         2


                      Statements of Operations, for the years ended June 30,
                         2001 and 2000 and for the period from inception on
                         April 20, 1994 through June 30, 2001                                              3


               --     Statement of Stockholders' Equity (Deficit), from inception
                         on April 20, 1994 through June 30, 2001                                           4


                      Statements  of Cash  Flows,  for the years  ended June 30,
                         2001 and 2000 and for the period from inception on
                         April 20, 1994 through June 30, 2001                                              5

              --     Notes to Financial Statements                                                     6 - 8
</TABLE>


<PAGE>










                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                              FINANCIAL STATEMENTS

                                  JUNE 30, 2002



























<PAGE>

<TABLE>
<CAPTION>

                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                                  BALANCE SHEET



                                     ASSETS


                                                                                                      June 30,
                                                                                                        2002
                                                                                                        -----------
<S>                                                                                              <C>
CURRENT ASSETS:                                                                                  $                -
                                                                                                        -----------
               Total Current Assets                                                                               -
                                                                                                        -----------
                                                                                                 $                -
                                                                                                      -------------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
     Accounts payable                                                                            $              340
     Accounts payable - related party                                                                         3,566
                                                                                                        -----------
               Total Current Liabilities                                                                      3,906
                                                                                                        -----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value, 1,000,000 shares
       authorized, no shares issued and outstanding                                                               -
     Common stock, $.001 par value, 20,000,000 shares
       authorized, 1,000,000 shares issued and outstanding                                                    1,000
     Capital in excess of par value                                                                              15
     Deficit accumulated during the development stage                                                        (4,921)
                                                                                                        -----------
               Total Stockholders' Equity (Deficit)                                                          (3,906)
                                                                                                        -----------
                                                                                                 $                -
                                                                                                      -------------



</TABLE>







     The accompanying notes are an integral part of this financial statement.
  <TABLE>
<CAPTION>
                                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]


                            STATEMENTS OF OPERATIONS



                                                                              For the                From Inception
                                                                             Year ended               on April 20,
                                                                              June 30,                1994 Through
                                                                     __________________________         June 30,
                                                                       2001             2002              2002
                                                                     ------------      -----------       ----------

<S>                                                              <C>                <C>              <C>
REVENUE                                                          $              -   $            -   $            -

EXPENSES:
     General and Administrative                                               947            1,190            3,906
                                                                     ------------      -----------       ----------
LOSS BEFORE INCOME TAXES                                                     (947)          (1,190)          (3,906)

CURRENT TAX EXPENSE                                                             -                -                -

DEFERRED TAX EXPENSE                                                            -                -                -
                                                                     ------------      -----------       ----------

NET LOSS                                                     $   (947)          $   (1,190)      $   (3,906)
                                                                     ------------      -----------       ----------

LOSS PER COMMON SHARE                                            $         (.00)    $        (.00)   $       (.00)
                                                                     ------------      -----------       ----------

</TABLE>



















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

<PAGE>
<TABLE>
<CAPTION>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FROM THE DATE OF INCEPTION ON APRIL 20, 1994
                              THROUGH JUNE 30, 2002

                                                                                                             Deficit
                                                                                                           Accumulated
                                         Preferred Stock               Common Stock          Capital in    During the
                                       ______________________       ______________________    Excess of    Development
                                      Shares        Amount         Shares        Amount       Par Value       Stage
                                     ----------    ----------    -----------    ----------     ----------    ----------
<S>            <C> <C>                           <C>                          <C>            <C>           <C>
BALANCE, April 20, 1994                       -  $          -              -  $          -   $          -  $          -

Issuance of 1,000,000
  shares of common stock
  for cash of $1,015, or $.001
  per share, April 20, 1994                   -             -      1,000,000         1,000             15             -

Net loss for the period
 ended June 30, 1994                          -             -              -             -              -           (42)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1994                        -             -      1,000,000         1,000             15           (42)

Net loss for the year ended
  June 30, 1995                               -             -              -             -              -          (338)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1995                        -             -      1,000,000         1,000             15          (380)

Net loss for the year ended
  June 30, 1996                               -             -              -             -              -          (320)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1996                        -             -      1,000,000         1,000             15          (700)

Net loss for the year ended
  June 30, 1997                               -             -              -             -              -          (314)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1997                        -             -      1,000,000         1,000             15        (1,014)

Net loss for the year ended
  June 30, 1998                               -             -              -             -              -          (312)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1998                        -             -      1,000,000         1,000             15        (1,326)

Net loss for the year ended
  June 30, 1999                               -             -              -             -              -          (790)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1999                        -             -      1,000,000         1,000             15        (2,116)

Net loss for the year ended
  June 30, 2000                               -             -              -             -              -          (668)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 2000                        -             -      1,000,000         1,000             15        (2,784)

Net loss for the year ended
  June 30, 2001                               -             -              -             -              -          (947)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 2001                        -             -      1,000,000         1,000             15        (3,731)

Net loss for the year ended
  June 30, 2002 (unaudited)                   -             -              -             -              -        (1,190)
                                     ----------    ----------    -----------    ----------     ----------    ----------

BALANCE, June 30, 2002                        -  $          -      1,000,000  $      1,000   $         15  $     (4,921)
                                      ---------     ---------     ----------     ---------      ---------     ---------

</TABLE>
                       The  accompanying  notes  are an  integral  part  of this
financial statement.


<PAGE>
<TABLE>
<CAPTION>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS

                                                                               For the               From Inception
                                                                             Year ended               on April 20,
                                                                              June 30,                1994 Through
                                                                     __________________________         June 30,
                                                                       2001             2002              2002
                                                                     ------------      -----------       ----------
Cash Flows Provided by Operating Activities:
<S>                                                              <C>                <C>              <C>
   Net loss                                                      $           (947)  $       (1,190)  $       (4,921)
   Adjustments to reconcile net loss to net cash used by operating activities:
     Amortization                                                               -                -            1,015
     Changes is assets and liabilities:
        Increase in accounts payable                                            -              232              340
        Increase in accounts payable - related party                          947              958            3,566
                                                                     ------------      -----------       ----------
                Net Cash Provided (Used) by Operating
                  Activities                                                    -                -                -
                                                                     ------------      -----------       ----------
Cash Flows Provided by Investing Activities:
   Organizational costs                                                         -                -           (1,015)
                                                                     ------------      -----------       ----------
                Net Cash Provided (Used) by Investing
                  Activities                                                    -                -           (1,015)
                                                                     ------------      -----------       ----------
Cash Flows Provided by Financing Activities:
   Proceeds from sale of common stock                                           -                -            1,015
                                                                     ------------      -----------       ----------
                Net Cash Provided by Financing Activities                       -                -            1,015
                                                                     ------------      -----------       ----------
Net Increase (Decrease) in Cash                                                 -                -                -

Cash at Beginning of Period                                                     -                -                -
                                                                     ------------      -----------       ----------
Cash at End of Period                                            $              -   $            -   $            -
                                                                     ------------      -----------       ----------

Supplemental Disclosures of Cash Flow Information:

   Cash paid during the period for:
     Interest                                                    $              -   $            -   $            -
     Income taxes                                                $              -   $            -   $            -

Supplemental Schedule of Noncash Investing and Financing Activities:

     For the year ended June 30, 2002:
         None

     For the year ended June 30, 2001:
         None

</TABLE>



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

<PAGE>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - Point Arena Group,  Inc. ("the Company") was organized under
     the laws of the State of  Delaware  on April 20,  1994 for the  purpose  of
     seeking out business opportunities,  including acquisitions. The Company is
     considered a development stage company as defined in Statement of Financial
     Accounting  Standards ("SFAS") No. 7. The Company will be very dependent on
     the skills,  talents and abilities of management to successfully  implement
     its business plan. Due to the Company's lack of capital,  it is likely that
     the Company  will not be able to compete  with larger and more  experienced
     entities  for  business  opportunities  which are  lower  risk and are more
     attractive for such entities.  Business  opportunities in which the Company
     may  participate  will  likely  be  highly  risky  and  speculative.  Since
     inception,  the Company's  activities  have been limited to  organizational
     matters.  The Company has, at the present time,  not paid any dividends and
     any dividends that may be paid in the future will depend upon the financial
     requirements of the Company and other relevant factors.

     Cash and Cash  Equivalents  - For purposes of the  statement of cash flows,
     the Company  considers all highly liquid debt investments  purchased with a
     maturity of three months or less to be cash equivalents.

     Loss Per Share - The computation of loss per share is based on the weighted
  average number of shares outstanding
     during the period presented in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per
     Share".  [See Note 6]

     Accounting   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, the disclosures of contingent assets and
     liabilities  at the  date of the  financial  statements,  and the  reported
     amount of revenues and expenses during the reported period.  Actual results
     could differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial Accounting
 Standards ("SFAS") No. 140, "Accounting
     for  Transfers and  Servicing of Financial  Assets and  Extinguishments
 of  Liabilities  - a replacement  of FASB
     Statement No. 125", SFAS No. 141, "Business  Combinations",  SFAS No. 142,
 "Goodwill and Other Intangible Assets",
     and SFAS No. 143,  "Accounting for Asset Retirement  Obligations",  were
recently  issued.  SFAS No. 140, 141, 142
     and 143 have no current  applicability  to the Company or their effect on
 the financial  statements would not have
     been significant.

     Unaudited Statements. - The financial statements are unaudited as permitte
 by 17CFR 210.3-11

NOTE 2 - CAPITAL STOCK

     Preferred Stock - The Company has authorized  1,000,000 shares of preferred
 stock, $.001 par value, with such
     rights,  preferences and designations and to be issued in such series as
 determined by the Board of Directors.  No
     shares are issued and outstanding at June 30, 2002.



<PAGE>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - CAPITAL STOCK [Continued]

     Common Stock - The Company has authorized 20,000,000 shares of common stock
     with a par  value of $.001.  On April  20,  1994,  in  connection  with its
     organization,  the  Company  issued  1,000,000  shares  of  its  previously
     authorized,  but unissued common stock.  The shares were issued for cash of
     $1,015 (or $.001 per share).

     1994 Stock  Option Plan - On April 20, 1994,  the Company  adopted the 1994
     Stock  Option Plan.  The plan  provides for the granting of awards of up to
     2,000,000  shares  of  common  stock  to  officers,  directors,  employees,
     advisors,  and  employees  of other  companies  that do  business  with the
     Company as  non-qualified  and qualified  stock  options.  The Stock Option
     Committee  of the Board of Directors  determines  the option  price,  which
     cannot be less than the fair market  value at the date of the grant or 110%
     of the fair market value if the recipient of the grant holds 10% or more of
     the  Company's  common  stock.  The price per share of shares  subject to a
     Non-Qualified  option  cannot  be less than 85% of the fair  market  value.
     Options  granted  under the plan will  typically  expire ten years from the
     date of the grant  (five years if the  recipient  of the grant holds 10% or
     more of the  Company's  common  stock  on the date of the  grant)  or three
     months after  termination  of  employment.  As of June 30, 2002, no options
     have been granted.

NOTE 3 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
     109  requires  the Company to provide a net  deferred  tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating loss or tax credit carryforwards.

     The  Company  has  available  at  June  30,  2002,  unused  operating  loss
     carryforwards of  approximately  $3,900 which may be applied against future
     taxable  income and which expire in various years through 2022.  The amount
     of and  ultimate  realization  of the  benefits  from  the  operating  loss
     carryforwards  for income tax purposes is dependent,  in part, upon the tax
     laws in effect,  the  future  earnings  of the  Company,  and other  future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization  of the loss  carryforwards  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately  $1,250 and $900 as of June 30, 2001 and 2000,  respectively,
     with an offsetting  valuation allowance at each year end of the same amount
     resulting  in a change in the  valuation  allowance of  approximately  $350
     during the year ended June 30, 2001.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management  Compensation  - For the years ended June 30, 2002 and 2001, the
     Company  did not pay any  compensation  to any  officer or  director of the
     Company.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer/shareholder  of the  Company  is  allowing  the  Company to use his
     offices as a mailing address, as needed, at no expense to the Company.



<PAGE>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS [Continued]

     Accounts Payable - Related Party - During the years ended June 30, 2002 and
     2001, an officer/shareholder of the Company directly paid expenses totaling
     $958 and $947 on behalf of the Company.  At June 30, 2002, the Company owed
     the shareholder $3,566. No interest is being accrued on the payable.

NOTE 5 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern.  However,  the Company has incurred  losses
     since  its  inception  and has  not yet  been  successful  in  establishing
     profitable  operations.  Further,  the Company has current  liabilities  in
     excess of current assets.  These factors raise  substantial doubt about the
     ability of the  Company to  continue as a going  concern.  In this  regard,
     management  is  proposing  to raise  any  necessary  additional  funds  not
     provided by  operations  through loans or through  additional  sales of its
     common  stock or  through a  possible  business  combination  with  another
     company.  There is no  assurance  that the Company  will be  successful  in
     raising this additional  capital or achieving  profitable  operations.  The
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

     The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>

                                                                               For the               From Inception
                                                                             Year ended               on April 20,
                                                                              June 30,                1994 Through
                                                                         _________________________      June 30,
                                                                       2001               2002            2002
                                                                     ------------      -----------       ----------

         Loss from continuing operations available to
<S>                                                              <C>                <C>              <C>
         common shareholders (numerator)                         $          (947)   $       (1,190)  $       (4,921)
                                                                     ------------      -----------       ----------
         Weighted average number of common shares
         outstanding used in loss per share for the period
         (denominator)                                                  1,000,000        1,000,000        1,000,000
                                                                     ------------      -----------       ----------
</TABLE>

     Dilutive  loss per share was not  presented,  as the  Company had no common
     stock  equivalent  shares for all periods  presented  that would affect the
     computation of diluted loss per share.






                                           INDEPENDENT AUDITORS' REPORT


Board of Directors
POINT ARENA GROUP, INC.
Dana Point, California

We have audited the  accompanying  balance  sheet of Point Arena Group,  Inc. [a
development  stage  company]  at June 30,  2001 and the  related  statements  of
operations,  stockholders'  equity  (deficit)  and cash flows for the year ended
June 30, 2001 and for the period from  inception  on April 20, 1994 through June
30, 2001.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based on our audit.  The financial  statements of Point Arena Group,
Inc. as of and for the year ended June 30, 2000 were  audited by other  auditors
whose report,  dated January 12, 2001, expressed an unqualified opinion on those
statements.  The financial statements as of June 30, 2000 reflect an accumulated
deficit of $2,784.  The other auditors' report has been furnished to us, and our
opinion,  insofar as it relates to the amounts  included for such prior periods,
is based solely on the report of the other auditors.

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

In our  opinion,  based on our audit and the report of the other  auditors,  the
financial statements audited by us present fairly, in all material respects, the
financial  position Point Arena Group,  Inc. [a development stage company] as of
June 30, 2001 and the results of its  operations and its cash flows for the year
ended June 30, 2001 in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming Point Arena
Group,  Inc.  will  continue as a going  concern.  As discussed in Note 5 to the
financial  statements,  the Company has incurred  losses since its inception and
has not yet been successful in establishing profitable operations.  Further, the
Company has current liabilities in excess of current assets. These factors raise
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern.  Management's  plans in regards to these matters are also  described in
Note 5. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of these uncertainties.




PRITCHETT, SILER & HARDY, P.C.

October 2, 2001
Salt Lake City, Utah


<PAGE>

<TABLE>
<CAPTION>

                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                                  BALANCE SHEET



                                     ASSETS


                                                                                                      June 30,
                                                                                                        2001
                                                                                                        -----------
<S>                                                                                              <C>
CURRENT ASSETS:                                                                                  $                -
                                                                                                        -----------
               Total Current Assets                                                                               -
                                                                                                        -----------
                                                                                                 $                -
                                                                                                      -------------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
     Accounts payable                                                                            $              108
     Accounts payable - related party                                                                         2,608
                                                                                                        -----------
               Total Current Liabilities                                                                      2,716
                                                                                                        -----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value, 1,000,000 shares
       authorized, no shares issued and outstanding                                                               -
     Common stock, $.001 par value, 20,000,000 shares
       authorized, 1,000,000 shares issued and outstanding                                                    1,000
     Capital in excess of par value                                                                              15
     Deficit accumulated during the development stage                                                        (3,731)
                                                                                                        -----------
               Total Stockholders' Equity (Deficit)                                                          (2,716)
                                                                                                        -----------
                                                                                                 $                -
                                                                                                      -------------





</TABLE>






                        The  accompanying  notes  are an  integral  part of this
financial statement.


<PAGE>
<TABLE>
<CAPTION>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]


                            STATEMENTS OF OPERATIONS



                                                                              For the                From Inception
                                                                             Year ended               on April 20,
                                                                              June 30,                1994 Through
                                                                     __________________________         June 30,
                                                                       2001             2000              2001
                                                                     ------------      -----------       ----------

<S>                                                              <C>                <C>              <C>
REVENUE                                                          $              -   $            -   $            -

EXPENSES:
     General and Administrative                                               947              668            3,731
                                                                     ------------      -----------       ----------
LOSS BEFORE INCOME TAXES                                                     (947)            (668)          (3,731)

CURRENT TAX EXPENSE                                                             -                -                -

DEFERRED TAX EXPENSE                                                            -                -                -
                                                                     ------------      -----------       ----------

NET LOSS                                                     $   (947)          $   (668)        $   (3,731)
                                                                     ------------      -----------       ----------

LOSS PER COMMON SHARE                                            $         (.00)    $        (.00)   $       (.00)
                                                                     ------------      -----------       ----------








</TABLE>













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

<PAGE>
<TABLE>
<CAPTION>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                  FROM THE DATE OF INCEPTION ON APRIL 20, 1994

                              THROUGH JUNE 30, 2001

                                                                                                             Deficit
                                                                                                           Accumulated
                                         Preferred Stock               Common Stock          Capital in    During the
                                       ______________________       ______________________    Excess of    Development
                                      Shares        Amount         Shares        Amount       Par Value       Stage
                                     ----------    ----------    -----------    ----------     ----------    ----------
<S>                                   <C>        <C>              <C>            <C>            <C>         <C>
BALANCE, April 20, 1994                       -  $          -              -  $          -   $          -  $          -

Issuance of 1,000,000
  shares of common stock
  for cash of $1,015, or $.001
  per share, April 20, 1994                   -             -      1,000,000         1,000             15             -

Net loss for the period
 ended June 30, 1994                          -             -              -             -              -           (42)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1994                        -             -      1,000,000         1,000             15           (42)

Net loss for the year ended
  June 30, 1995                               -             -              -             -              -          (338)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1995                        -             -      1,000,000         1,000             15          (380)

Net loss for the year ended
  June 30, 1996                               -             -              -             -              -          (320)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1996                        -             -      1,000,000         1,000             15          (700)

Net loss for the year ended
  June 30, 1997                               -             -              -             -              -          (314)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1997                        -             -      1,000,000         1,000             15        (1,014)

Net loss for the year ended
  June 30, 1998                               -             -              -             -              -          (312)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1998                        -             -      1,000,000         1,000             15        (1,326)

Net loss for the year ended
  June 30, 1999                               -             -              -             -              -          (790)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1999                        -             -      1,000,000         1,000             15        (2,116)

Net loss for the year ended
  June 30, 2000                               -             -              -             -              -          (668)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 2000                        -             -      1,000,000         1,000             15        (2,784)

Net loss for the year ended
  June 30, 2001                               -             -              -             -              -          (947)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 2001                        -  $          -      1,000,000  $      1,000   $         15  $     (3,731)
                                      ---------     ---------     ----------     ---------      ---------     ---------


</TABLE>

                       The  accompanying  notes  are an  integral  part  of this
financial statement.


<PAGE>
<TABLE>
<CAPTION>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS

                                                                               For the               From Inception
                                                                             Year ended               on April 20,
                                                                              June 30,                1994 Through
                                                                     __________________________         June 30,
                                                                       2001             2000              2001
                                                                     ------------      -----------       ----------
Cash Flows Provided by Operating Activities:
<S>                                                              <C>                <C>              <C>
   Net loss                                                      $           (947)  $         (668)  $       (3,731)
   Adjustments to reconcile net loss to net cash used by operating activities:
     Amortization                                                               -                -            1,015
     Changes is assets and liabilities:
        Increase in accounts payable                                            -                -              108
        Increase in accounts payable - related party                          947              668            2,608
                                                                     ------------      -----------       ----------
                Net Cash Provided (Used) by Operating
                  Activities                                                    -                -                -
                                                                     ------------      -----------       ----------
Cash Flows Provided by Investing Activities:
   Organizational costs                                                         -                -           (1,015)
                                                                     ------------      -----------       ----------
                Net Cash Provided (Used) by Investing
                  Activities                                                    -                -           (1,015)
                                                                     ------------      -----------       ----------
Cash Flows Provided by Financing Activities:
   Proceeds from sale of common stock                                           -                -            1,015
                                                                     ------------      -----------       ----------
                Net Cash Provided by Financing Activities                       -                -            1,015
                                                                     ------------      -----------       ----------
Net Increase (Decrease) in Cash                                                 -                -                -

Cash at Beginning of Period                                                     -                -                -
                                                                     ------------      -----------       ----------
Cash at End of Period                                            $              -   $            -   $            -
                                                                     ------------      -----------       ----------

Supplemental Disclosures of Cash Flow Information:

   Cash paid during the period for:
     Interest                                                    $              -   $            -   $            -
     Income taxes                                                $              -   $            -   $            -

Supplemental Schedule of Noncash Investing and Financing Activities:

     For the year ended June 30, 2001:
         None

     For the year ended June 30, 2000:
         None



</TABLE>


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

<PAGE>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - Point Arena Group,  Inc. ("the Company") was organized under
     the laws of the State of  Delaware  on April 20,  1994 for the  purpose  of
     seeking out business opportunities,  including acquisitions. The Company is
     considered a development stage company as defined in Statement of Financial
     Accounting  Standards ("SFAS") No. 7. The Company will be very dependent on
     the skills,  talents and abilities of management to successfully  implement
     its business plan. Due to the Company's lack of capital,  it is likely that
     the Company  will not be able to compete  with larger and more  experienced
     entities  for  business  opportunities  which are  lower  risk and are more
     attractive for such entities.  Business  opportunities in which the Company
     may  participate  will  likely  be  highly  risky  and  speculative.  Since
     inception,  the Company's  activities  have been limited to  organizational
     matters.  The Company has, at the present time,  not paid any dividends and
     any dividends that may be paid in the future will depend upon the financial
     requirements of the Company and other relevant factors.

     Cash and Cash  Equivalents  - For purposes of the  statement of cash flows,
     the Company  considers all highly liquid debt investments  purchased with a
     maturity of three months or less to be cash equivalents.

     Loss Per Share - The computation of loss per share is based on the weighted
 average number of shares outstanding
     during the period presented in accordance with Statement of Financial
 Accounting Standards No. 128, "Earnings Per
     Share".  [See Note 6]

     Accounting   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, the disclosures of contingent assets and
     liabilities  at the  date of the  financial  statements,  and the  reported
     amount of revenues and expenses during the reported period.  Actual results
     could differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial Accounting
 Standards ("SFAS") No. 140, "Accounting
     for  Transfers and  Servicing of Financial  Assets and  Extinguishments
 of  Liabilities  - a replacement  of FASB
     Statement No. 125", SFAS No. 141, "Business  Combinations",  SFAS No.
142, "Goodwill and Other Intangible Assets",
     and SFAS No. 143,  "Accounting for Asset Retirement  Obligations",
 were recently  issued.  SFAS No. 140, 141, 142
     and 143 have no current  applicability  to the Company or their effect on
 the financial  statements would not have
     been significant.

NOTE 2 - CAPITAL STOCK

     Preferred Stock - The Company has authorized  1,000,000 shares of preferred
 stock, $.001 par value, with such
     rights,  preferences and designations and to be issued in such series
as determined by the Board of Directors.  No
     shares are issued and outstanding at June 30, 2001.



<PAGE>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - CAPITAL STOCK [Continued]

     Common Stock - The Company has authorized 20,000,000 shares of common stock
     with a par  value of $.001.  On April  20,  1994,  in  connection  with its
     organization,  the  Company  issued  1,000,000  shares  of  its  previously
     authorized,  but unissued common stock.  The shares were issued for cash of
     $1,015 (or $.001 per share).

     1994 Stock  Option Plan - On April 20, 1994,  the Company  adopted the 1994
     Stock  Option Plan.  The plan  provides for the granting of awards of up to
     2,000,000  shares  of  common  stock  to  officers,  directors,  employees,
     advisors,  and  employees  of other  companies  that do  business  with the
     Company as  non-qualified  and qualified  stock  options.  The Stock Option
     Committee  of the Board of Directors  determines  the option  price,  which
     cannot be less than the fair market  value at the date of the grant or 110%
     of the fair market value if the recipient of the grant holds 10% or more of
     the  Company's  common  stock.  The price per share of shares  subject to a
     Non-Qualified  option  cannot  be less than 85% of the fair  market  value.
     Options  granted  under the plan will  typically  expire ten years from the
     date of the grant  (five years if the  recipient  of the grant holds 10% or
     more of the  Company's  common  stock  on the date of the  grant)  or three
     months after  termination  of  employment.  As of June 30, 2001, no options
     have been granted.

NOTE 3 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
     109  requires  the Company to provide a net  deferred  tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating loss or tax credit carryforwards.

     The  Company  has  available  at  June  30,  2001,  unused  operating  loss
     carryforwards of  approximately  $3,700 which may be applied against future
     taxable  income and which expire in various years through 2021.  The amount
     of and  ultimate  realization  of the  benefits  from  the  operating  loss
     carryforwards  for income tax purposes is dependent,  in part, upon the tax
     laws in effect,  the  future  earnings  of the  Company,  and other  future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization  of the loss  carryforwards  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately  $1,250 and $900 as of June 30, 2001 and 2000,  respectively,
     with an offsetting  valuation allowance at each year end of the same amount
     resulting  in a change in the  valuation  allowance of  approximately  $350
     during the year ended June 30, 2001.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management  Compensation  - For the years ended June 30, 2001 and 2000, the
     Company  did not pay any  compensation  to any  officer or  director of the
     Company.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer/shareholder  of the  Company  is  allowing  the  Company to use his
     offices as a mailing address, as needed, at no expense to the Company.



<PAGE>


                             POINT ARENA GROUP, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS [Continued]

     Accounts Payable - Related Party - During the years ended June 30, 2001 and
     2000, an officer/shareholder of the Company directly paid expenses totaling
     $947 and $668 on behalf of the Company.  At June 30, 2001, the Company owed
     the shareholder $2,608. No interest is being accrued on the payable.

NOTE 5 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern.  However,  the Company has incurred  losses
     since  its  inception  and has  not yet  been  successful  in  establishing
     profitable  operations.  Further,  the Company has current  liabilities  in
     excess of current assets.  These factors raise  substantial doubt about the
     ability of the  Company to  continue as a going  concern.  In this  regard,
     management  is  proposing  to raise  any  necessary  additional  funds  not
     provided by  operations  through loans or through  additional  sales of its
     common  stock or  through a  possible  business  combination  with  another
     company.  There is no  assurance  that the Company  will be  successful  in
     raising this additional  capital or achieving  profitable  operations.  The
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

     The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>

                                                                               For the               From Inception
                                                                             Year ended               on April 20,
                                                                              June 30,                1994 Through
                                                                         _________________________      June 30,
                                                                       2001               2000            2001
                                                                     ------------      -----------       ----------

         Loss from continuing operations available to
<S>                                                              <C>                <C>              <C>
         common shareholders (numerator)                         $          (947)   $         (668)  $       (3,731)
                                                                     ------------      -----------       ----------
         Weighted average number of common shares
         outstanding used in loss per share for the period
         (denominator)                                                  1,000,000        1,000,000        1,000,000
                                                                     ------------      -----------       ----------
</TABLE>

     Dilutive  loss per share was not  presented,  as the  Company had no common
     stock  equivalent  shares for all periods  presented  that would affect the
     computation of diluted loss per share.






<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 on September 29, 2002.


                                                         POINT ARENA GROUP, INC.


                                                           By:    /s/ Jehu Hand
                                                                  Jehu Hand
                                                                  President

        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 on September 29, 2002.



By:  /s/ Jehu Hand  President, Secretary, Chief Financial Officer and Director
        Jehu Hand





<PAGE>