-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J0++nvKjDr4wRhPKGK4zFjsWuoZZHHzuD++KXXlZc5F6fNIZ95vWlA6pQzw/F15U JA4618Yomg2xB2FQrfSzAA== 0001094328-03-000267.txt : 20030820 0001094328-03-000267.hdr.sgml : 20030820 20030820122116 ACCESSION NUMBER: 0001094328-03-000267 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POINT GROUP HOLDINGS INCORP CENTRAL INDEX KEY: 0001099234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 541838089 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-29113 FILM NUMBER: 03857488 BUSINESS ADDRESS: STREET 1: 2240 SHELTER ISLAND DRIVE #202 CITY: SAN DIEGO STATE: CA ZIP: 92106 BUSINESS PHONE: 6192263536 FORMER COMPANY: FORMER CONFORMED NAME: SYCONET COM INC DATE OF NAME CHANGE: 20000119 10QSB 1 pointgrp10qsb082003woex.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________ COMMISSION FILE NUMBER: 0-29113 POINT GROUP HOLDINGS, INCORPORATED (Exact name of registrant as specified in its charter) Nevada 54-1838089 (State or jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 3744 Poe Street, San Diego, California 92166 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (619) 269-8692 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value 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) been subject to such filing requirements for the past 90 days. Yes X No . As of June 30, 2003, the Registrant had 317,071,449 shares of common stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes No X . TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE ITEM 1. FINANCIAL STATEMENTS INDEPENDENT ACCOUNTANTS' REVIEW REPORT 3 CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2003 4 CONSOLIDATED STATEMENTS OF OPERATIONS0 FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002 5 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 ITEM 3. CONTROLS AND PROCEDURES 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 13 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 13 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13 ITEM 5. OTHER INFORMATION 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13 SIGNATURE 14 PART I - FINANCIAL INFORMATION ITEM 1. FINANCAL STATEMENTS. Beckstead and Watts, LLP Certified Public Accountants 3340 Wynn Road, Suite B Las Vegas, NV 89102 702.257.1984; 702.362.0540 fax INDEPENDENT ACCOUNTANTS' REVIEW REPORT Board of Directors Point Group Holdings, Incorporated San Diego, California We have reviewed the accompanying balance sheet of Point Group Holdings, Incorporated (a Nevada corporation) as of June 30, 2003 and the related statements of operations for the three-months and six-months ended June 30, 2003 and 2002 and statements of cash flows for the six-months ended June 30, 2003 and 2002. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements referred to above for them to be in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had limited operations and has not commenced planned principal operations. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet of Point Group Holdings, Incorporated as of December 31, 2002, and the related statements of operations, stockholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated April 13, 2003, we expressed an unqualified opinion on those financial statements. /s/ Beckstead and Watts, LLP Beckstead and Watts, LLP Las Vegas, Nevada August 18, 2003 POINT GROUP HOLDINGS, INCORPORATED CONSOLIDATED BALANCE SHEET JUNE 30, 2003 (Unaudited) ASSETS Current assets: Cash and equivalents $ 6,658 Accounts receivable 25,981 Inventory 600 Total current assets 33,239 Fixed assets, net 5,001 Other assets 9,322 47,562 LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current liabilities: Accounts payable and accrued expenses 957,100 Notes payable 292,901 Other liabilities 19,866 Total current liabilities 1,269,867 Stockholders' (deficit): Preferred stock, authorized 500,000 shares; no shares issued and outstanding Common stock, $0.001 par value, 500,000,000 shares authorized, 317,071,449 shares issued and outstanding Additional paid-in capital 6,780,732 Deferred compensation (10,500) Retained (deficit) (8,309,608) (1,222,305) 47,562 See accompanying notes to consolidated financial statements POINT GROUP HOLDINGS, INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months For the Six Months Ended Ended June 30, June 30, 2003 2002 2003 2002 Revenue $ 37,467 $ - $ 78,730 $ - Cost of revenues - - - - 37,467 - 78,730 - Expenses Selling, general and administrative expenses 279 24,517 6,273 32,176 Consulting fees 32,540 - 67,575 - Professional fees 1,485 - 1,485 - 34,304 24,517 75,333 32,176 Net operating income (loss) 3,163 (24,517) 3,397 (32,176) Other income (expense): Other expenses - (1,019) - (2,037) Gain from forgiveness of debt 6,300 - 274,432 - Gain from discontinued operation - - 16,079 - Net income (loss) 9,463 (25,536) 293,908 (34,213) Net income (loss) per share - basic and fully diluted 0.00 (0.00) 0.00 (0.00) Weighted average number of common shares outstanding - basic and fully diluted 306,027,493 46,668,848 294,861,504 44,876,182
See accompanying notes to consolidated financial statements POINT GROUP HOLDINGS, INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2003 2002 Cash flows from operating activities Net income (loss) $ 293,908 $ (34,213) Adjustments to reconcile net (loss) to cash (used) by operating activities: Shares issued for consulting services performed 22,000 5,500 Depreciation expense 1,499 - Amortization of intangible asset 2,392 - Gain on discontinued operation (16,079) - Changes in assets and liabilities: (Increase) in accounts receivable (17,844) - (Increase) in inventory 20,621 - Decrease in other assets 2,286 - (Decrease) in other liabilities (313,384) - (Decrease) in notes payable 893 Increase (Decrease) in accounts payable and accrued expenses (12,164) 28,713 Net cash (used) by operating activities (15,872) - Cash flows from investing activities Purchase of fixed assets - Net cash (used) by investing activities - - Cash flows from financing activities Net cash provided by financing activities - - Net increase in cash (15,872) - Cash and equivalents- beginning 22,530 - Cash and equivalents - ending 6,658 - Supplemental disclosures: Non-cash transactions: Shares issued for consulting services 22,000 5,500 Shares issued for deferred compensation 10,500 Interest paid - - Income taxes paid - - See accompanying notes to consolidated financial statements POINT GROUP HOLDINGS, INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BASIS OF PRESENTATION The consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2002 and notes thereto included in the Company's Form 10-KSB. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated a proven history of operations. Since its inception, the Company has been engaged substantially in financing activities and developing its product line, incurring substantial costs and expenses. As a result, the Company incurred accumulated net losses through June 30, 2003 of $8,309,608. In addition, the Company's development activities since inception have been financially sustained by capital contributions. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating results. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities. NOTE 3 - GAIN FROM FORGIVENESS OF DEBT In January 2003, note holders forgave the Company's debts and interest accrued totaling $268,132. Effective on April 1, 2003, the Company ceased operation of Prima International, L.L.C. ("Prima"), one of its wholly owned subsidiaries. The loan payable to Prima of $6,300 is forgiven. The Company recognized gain from forgiveness of debt of $6,300. NOTE 4 - STOCK ISSUANCE FOR COMPENSATION In May 2003, the Company issued 32,500,000 shares of common stock at par of $0.001 for the total amount of $32,500 as stock compensation. During the six months ended June 30, 2003, the Company incurred a total of $22,000 in various consulting expenses. The Company also signed a consulting agreement for $10,500 to be performed in later 2003. As of June 30, 2003, a total of $10,500 was recorded as deferred compensation. NOTE 5 - DISCONTINUED OPERATION During the second quarter of 2003, the Company discontinued operation of one of its wholly owned subsidiaries, Prima. As a result, the net operation from Prima has been eliminated into gain from discontinued operation. NOTE 6 - RELATED PARTY TRANSACTIONS The Company does not lease or rent any property. Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 7 - SUBSEQUENT EVENTS In July 2003, the Company amended its Articles of Incorporation to increase the number of shares of common stock to 900,000,000 at par of $0.001. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion should be read in conjunction with the financial statements and accompanying notes included in this Form 10-QSB. The Registrant is a holding company that through its subsidiaries provides management services to businesses that have an operating history and can substantiate future performance in their respective industries. The Registrant participates in companies in various field of business by providing executive level management assistance as well as arranging for and contributing capital investment. Potential ventures are evaluated based on the ability of the business to be viable and reach significant milestones set forth in their business plans through strong intellectual property rights and experienced management. The Registrant also continually seeks out and evaluates investment opportunities that have the potential of earning reasonable returns. The Registrant also plans to raise capital for the purposes of permitting it to state new ventures and make investments in portfolio companies that it believes are attractive based upon its investment criterion. Results of Operations. (a) Revenues. The Registrant reported $78,730 in gross income for the six months ended June 30, 2003, and $37,467 for the three-month period ended June 30, 2003. For the six months ended June 30, 2002, the Registrant generated revenues of $78,730, and for the three-month period then ended $37,467. This represents an approximate 100% increase for the six months period and an approximate 100% increase over the three-month period. The increased revenue was due to the consulting services provided to various businesses and the establishment of retail sales in the subsidiary Naturally Safe Technologies, Inc. (b) Selling, General and Administrative Expenses. Selling, general and administrative expenses for the six months ended June 30, 2003 totaled $6,273, while the same expenses for the same period ended June 30, 2002 totaled $32,176. This represents a decrease of approximately 81% for this period over the same period last year. For the three months ended June 30, 2003, selling, general and administrative expenses totaled $279, compared to $24,517 for the three months ended June 30, 2002. This reflects a decrease of approximately 99%. The decrease in these expenses is due primarily to the management change which took place in July 2002 when the Registrant changed from Syconet.com, Inc. to Point Group Holdings, Incorporated. (c) Consulting Fees Expense. Consulting fees expense for the six months ended June 30, 2003 totaled $67,575, while the same expenses for the same period ended June 30, 2002 totaled $0. This represents an increase of 100% for this period over the same period last year. For the three months ended June 30, 2003, consulting fees expenses totaled $32,540, compared to $0.00 for the three months ended June 30, 2002. This reflects an increase of 100%. The increase in these expenses is due primarily to the new management and the operations of the subsidiary AmCorp Group, Inc. as a consulting firm. (d) Professional Fees Expense. The Registrant incurred professional fees expense charges of $1,485 in the six months ended June 30, 2003, compared with charges of $0 in the same period ended June 30, 2002; ($23,764) for the three months ended June 30, 2003 compared to $0 for the three months ended June 30, 2002. This represents an increase of 100% for this period over the same period last year. The increase in these expenses is due to the Registrant fully complying with its reporting requirements in order to qualify for listing on the OTCBB and incurring related fees. (e) Gain from Forgiveness of Debt. The Registrant recovered $274,432 in the six months ended June 30, 2003 and $6,300 for the three months ended June 30, 2003. In January 2003, note holders forgave the Registrant's debts and interest that accrued totaling $268,132. Effective on April 1, 2003, the Registrant ceased operations of Prima International, LLC, one of its wholly owned subsidiaries, and forgave a loan payable of $6,300. (f) Income Tax Benefit. For the six months ended June 30, 2003, the Registrant had available net operating loss carryforward of approximately $8.3 million, which may provide future tax benefits. Because of ownership changes nearly all of this net operating loss carryforward may be limited for use by the Registrant by Internal Revenue Code Section 381. The Registrant has not recognized any of this limited tax benefit as an asset due to the uncertainty of future income. (g) Net Profit. The Registrant reported a net profit of $293,908 for the six months ended June 30, 2003. This is compared to a net loss of $34,213 for the same period ended June 30, 2002, which was due primarily to the forgiveness of debt by shareholders. Operations for the three months ended June 30, 2003 resulted in a net profit of $9,463 compared to a net loss of $25,536 for the same period in 2002. The profit for the three months ended June 30, 2003 is due to revenue of AmCorp Group, Inc., a wholly owned subsidiary and the ceasing of operations of Prima International, LLC by the parent company. Liquidity and Capital Resources. The Registrant currently has total current assets of $47,562 and total current liabilities of $1,269,867 resulting in net working capital deficit of $222,305. The Registrant will require significant additional working capital to continue as a going concern. Without additional working capital or a viable debt restructuring, the Registrant may find it difficult to continue in business. The Registrant believes that it will generate sufficient cash flow and financing to meet its operating requirements through 2003, but there can be no assurance the Registrant will continue to meet its cash requirements. However, the current funds available to the Registrant, and the revenues generated by the Registrant, will not be adequate for it to be competitive in the areas in which it intends to operate. Therefore, the Registrant will need to raise additional funds in order to fully implement its business plan. The Registrant's continued operations therefore will depend upon its ability to raise additional funds through bank borrowings, equity or debt financing. There is no assurance that the Registrant will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Registrant. If funding is insufficient at any time in the future, the Registrant may not be able to take advantage of business opportunities or respond to competitive pressures, any of which could have a negative impact on the business, operating results and financial condition. If shares are issued to obtain financing, current shareholders may suffer a dilution on their percentage of stock ownership in the Registrant. Regardless of whether the Registrant's cash assets prove to be inadequate to meet the company's operational needs, the Registrant might seek to compensate providers of services by issuance of stock in lieu of cash. Inflation. The Registrant's management does not believe that inflation has had or is likely to have any significant impact on the company's operations. Other. The Registrant does not provide post-retirement or post- employment benefits requiring charges under Statements of Financial Accounting Standards Nos. 106 and 112. Forward Looking Statements. The foregoing management's discussion and analysis of financial condition and results of operations contains "forward looking statements" within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, including statements regarding, among other items, the Registrant's business strategies, continued growth in the Registrant's markets, projections, and anticipated trends in the Registrant's business and the industry in which it operates. The words "believe," "expect," "anticipate," "intends," "forecast," "project," and similar expressions identify forward-looking statements. These forward-looking statements are based largely on the Registrant's expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Registrant's control. The Registrant cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward looking statements, including, among others, the following: reduced or lack of increase in demand for the Registrant's products, competitive pricing pressures, changes in the market price of ingredients used in the Registrant's products and the level of expenses incurred in the Registrant's operations. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained herein will in fact transpire or prove to be accurate. The Registrant disclaims any intent or obligation to update "forward looking statements." ITEM 3. CONTROLS AND PROCEDURES. Controls and Procedures. (a) Evaluation of disclosure controls and procedures. Within the 90 days prior to the end of the period covered by this report, the Registrant carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 ("Exchange Act"). This evaluation was done under the supervision and with the participation of the Registrant's President. Based upon that evaluation, they concluded that the Registrant's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Registrant's disclosure obligations under the Exchange Act. (b) Changes in internal controls. There were no significant changes in the Registrant's internal controls or in its factors that could significantly affect those controls since the most recent evaluation of such controls. Critical Accounting Policies. The Securities and Exchange Commission has issued Financial Reporting release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Registrant's most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period. The methods, estimates and judgments the Registrant uses in applying these most critical accounting policies have a significant impact on the results the Registrant reports in its financial statements. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. The Registrant did not make any sales of unregistered (restricted) securities during the quarter ended on June 30, 2003. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibits. Exhibits included or incorporated by reference herein are set forth in the Exhibit Index. Reports on Form 8-K. The following reports on Form 8-K were filed during the second quarter of the fiscal year covered by this Form 10-QSB: (a) An amended Form 8-K filed on April 2, 2003 to indicate that Beckstead and Watts, LLP is the new accounting firm for the Registrant, effective on March 30, 2003. (b) An amended Form 8-K filed on April 29, 2003 to include the letter from the former accountant for the Registrant, George Brenner, indicating his agreement with the statements made by the Registrant in response to Item 304(a)(1) of Regulation S-B as set forth in the last amended Form 8-K. (c) An amended Form 8-K filed on May 12, 2003 to disclose the audited financial statements of AmCorp Group, Inc. in connection with the acquisition of this company by the Registrant, effective on September 13, 2002, and accompanying pro forma financial information. (d) An amended Form 8-K filed on May 12, 2003 to disclose the audited financial statements of Naturally Safe Technologies, Inc. in connection with the acquisition of this company by the Registrant, effective on October 31, 2002, and accompanying pro forma financial information. SIGNATURE 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. Point Group Holdings, Incorporated Dated: August 19, 2003 By: /s/ John Fleming John Fleming, President EXHIBIT INDEX Number Description 2.1 Agreement and Plan of Merger between the Registrant and Syconet.com, Inc., a Delaware corporation, dated December 1, 2001 (incorporated by reference to Exhibit 2.1 of the Form 10-KSB filed on April 15, 2003). 2.2 Acquisition Agreement between the Registrant and shareholders of AmCorp Group, Inc., dated September 13, 2002 (incorporated by reference to Exhibit 2 of the Form 8-K filed on September 23, 2002). 2.3 Acquisition Agreement between the Registrant and shareholders of Naturally Safe Technologies, Inc., dated October 31, 2002 (incorporated by reference to Exhibit 2 of the Form 8-K filed on November 13, 2002). 3.1 Articles of Incorporation, dated December 19, 2001 (incorporated by reference to Exhibit 3.1 of the Form 10-KSB filed on April 15, 2003). 3.2 Certificate of Amendment to Articles of Incorporation, dated November 21, 2002 (incorporated by reference to Exhibit 3.2 of the Form 10-KSB filed on April 15, 2003). 3.3 Certificate of Amendment to Articles of Incorporation, dated March 5, 2003 (incorporated by reference to Exhibit 3.3 of the Form 10-KSB filed on April 15, 2003). 3.4 Certificate of Amendment to Articles of Incorporation, dated July 11, 2003 (see below). 3.5 Bylaws (incorporated by reference to Exhibit 3.2 of the Form 10-SB filed on January 25, 2000). 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4 of the Form 10-SB/A filed on March 21, 2000). 4.2 1997 Incentive Compensation Program, as amended (incorporated by reference to Exhibit 10.1 of the Form SB-2 POS filed on August 28, 2000). 4.3 Common Stock Purchase Warrant issued to Alliance Equities, Inc., dated May 21, 2000 (incorporated by reference to Exhibit 4.1 to the Form SB-2 filed on June 2, 2000). 4.4 Form of Redeemable Common Stock Purchase Warrant to be issued to investors in the private placement offering, dated January 27, 2000 (incorporated by reference to Exhibit 4.2 to the Form SB-2/A filed on June 27, 2000). 4.5 Redeemable Common Stock Purchase Warrant issued to Diversified Leasing Inc., dated May 1, 2000 (incorporated by reference to Exhibit 4.3 of the Form SB-2/A filed on June 27, 2000). 4.6 Redeemable Common Stock Purchase Warrant issued to John P. Kelly, dated August 14, 2000 (incorporated by reference to Exhibit 4.4 of the Form SB-2 POS filed on August 28, 2000). 4.7 Redeemable Common Stock Purchase Warrant for Frank N. Jenkins, dated August 14, 2000 (incorporated by reference to Exhibit 4.5 of the Form SB-2 POS filed on August 28, 2000). 4.8 Redeemable Common Stock Purchase Warrant for Ronald Jenkins, dated August 14, 2000 (incorporated by reference to Exhibit 4.6 of the Form SB-2 POS filed on August 28, 2000). 4.9 Non-Employee Directors and Consultants Retainer Stock Plan, dated July 1, 2001 (incorporated by reference to Exhibit 4.1 of the Form S-8 filed on February 6, 2002). 4.10 Consulting Services Agreement between the Registrant and Richard Nuthmann, dated July 11, 2001 (incorporated by reference to Exhibit 4.2 of the Form S-8 filed on February 6, 2002). 4.11 Consulting Services Agreement between the Registrant and Gary Borglund, dated July 11, 2001 (incorporated by reference to Exhibit 4.3 of the Form S-8 filed on February 6, 2002). 4.12 Consulting Services Agreement between the Registrant and Richard Epstein, dated July 11, 2001 (incorporated by reference to Exhibit 4.4 of the Form S-8 filed on February 6, 2002). 4.13 Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan, dated July 1, 2002 (incorporated by reference to Exhibit 2 of the Form S-8 filed on July 30, 2002). 10.1 Funding Agreement between the Registrant and Alliance Equities, Inc., dated December 16, 1999 (incorporated by reference to Exhibit 10.1 of the Form 10-SB filed on January 25, 2000). 10.2 Addendum to the between the Registrant and Alliance Equities, Inc., dated August 4, 2000 (incorporated by reference to Exhibit 10.6 of the Form SB-2 POS filed on August 28, 2000). 16.1 Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on August 24, 2001). 16.2 Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on March 7, 2002). 16.3 Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on April 29, 2003). 21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 of the Form 10-QSB filed on May 15, 2003). 31 Rule 13a-14(a)/15d-14(a) Certification (see below). 32 Section 1350 Certification (see below). 99.1 Patent issued to Donald V. Duffy, Jr., dated October 17, 2000 (incorporated by reference to Exhibit 99.2 of the Form 10-KSB filed on April 15, 2003). 99.2 Patent issued to Dennis A. Ferber, dated February 19, 1997 (incorporated by reference to Exhibit 99.3 of the Form 10-KSB filed on April 15, 2003). 99.3 Patent issued to Dennis Ferber, dated December 1, 1992 (incorporated by reference to Exhibit 99.4 of the Form 10-KSB filed on April 15, 2003). 99.4 Patent issued to Dennis A. Ferber, dated July 26, 1996 (incorporated by reference to Exhibit 99.5 of the Form 10-KSB filed on April 15, 2003). EX-3.4 3 pointex34082003.txt EX-3.4 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF POINT GROUP HOLDINGS, INCORPORATED I, John Fleming, certify that: 1. The original articles of incorporation of the Company were filed with the Office of the Secretary of State on December 19, 2001. 2. Pursuant to a unanimous written consent of the Board of Directors of the Company, the Company hereby adopts the following amendments to the Articles of Incorporation of this Company: Article 3 is amended to read as follows: Number of shares of common stock with par value: 900,000,000. 3. Consent of the shareholders of the Company was not required since the Articles of Incorporation of the Company, as amended, provide under Article 5 that an increase in the authorized capital stock of the Company can be approved by the Board of Directors without shareholder consent. Dated: July 11, 2003 /s/ John Fleming John Fleming, President EX-31 4 pointex310820030.txt EX-31 Rule 13a-14(a)/15d-14(a) CERTIFICATION I, John Fleming, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Point Group Holdings, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) [omitted pursuant to extended compliance period] for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [omitted pursuant to extended compliance period] (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: August 19, 2003 By: /s/ John Fleming John Fleming, President EX-32 5 pointex32082003.txt EX-32 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Point Group Holdings, Incorporated ("Company") on Form 10-QSB for the quarter ended June 30, 2003 as filed with the Securities and Exchange Commission ("Report"), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 19, 2003 By: /s/ John Fleming John Fleming, President -----END PRIVACY-ENHANCED MESSAGE-----