-----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, ERT6sNTmyWKICMOcMAiFeJr0QUu1y8t0aHfGh4D5FMfhzvuyjvC30ZXYnWDuXH/H PVypKczBjt28Z4UUKsXsbg== 0001094328-03-000332.txt : 20031119 0001094328-03-000332.hdr.sgml : 20031119 20031119164835 ACCESSION NUMBER: 0001094328-03-000332 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031119 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: 031013359 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 pointgrp10qsb111903woex.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 SEPTEMBER 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 92107 (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 September 30, 2003, the Registrant had 329,071,449 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 CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2003 3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002 4 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 ITEM 3. CONTROLS AND PROCEDURES 14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 14 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 14 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 15 ITEM 5. OTHER INFORMATION 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15 SIGNATURE 15 PART I - FINANCIAL INFORMATION ITEM 1. FINANCAL STATEMENTS. POINT GROUP HOLDINGS, INCORPORATED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2003 (Unaudited) ASSETS Current assets: Cash and equivalents $ 7,974 Accounts receivable 63,002 Inventory 81,636 Total current assets 152,612 Fixed assets, net 6,385 Other assets 8,126 $ 167,123 LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current liabilities: Accounts payable and accrued expenses 962,355 Notes payable 373,418 Other liabilities 62,533 Total current liabilities 1,398,306 Stockholders' (deficit): Preferred stock, authorized 500,000 shares; no shares issued and outstanding - Common stock, $0.001 par value, 500,000,000 shares authorized, 329,071,449 shares issued and outstanding 329,071 Additional paid-in capital 6,798,732 Stocks payable 39,200 Deferred compensation (10,500) Retained (deficit) (8,387,686) (1,231,183) $ 167,123 See accompanying notes to consolidated financial statements POINT GROUP HOLDINGS, INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended For the Nine Months Ended September 30, September 30, 2003 2002 2003 2002 Revenue $ 42,540 $ - $ 121,270 $ - Cost of revenues - - - - 42,540 - 121,270 - Expenses Selling, general and administrative expenses 42,788 25,559 49,061 50,076 Consulting fees 25,000 - 92,575 - Professional fees 12,286 - 13,771 - Compensation 38,965 - 38,965 - 119,039 25,559 194,372 50,076 Net operating income (loss) (76,499) (25,559) (73,102) (50,076) Other income (expense): Other expenses - 2,036 - 3,055 Gain from forgiveness of debt - - 274,432 - Gain from discontinued operation - - 16,079 - Net income (loss) (76,499) (27,595) 217,409 (53,131) Stockholders' Equity: Weighted average number of common shares outstanding - basic and fully diluted 306,027,493 64,381,896 305,027,493 51,449,436 Net income (loss) per share - basic and fully diluted (0.00) (0.00) 0.00 (0.00)
EX-31 2 pointex31111903.txt EX-31 Rule 13a-14(a)/15d-14(a) CERTIFICATION 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: November 18, 2003 By: /s/ John Fleming John Fleming, President EX-32 3 pointex32111903.txt EX-32 SECTION 1350 CERTIFICATION SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Point Group Holdings, Incorporated ("Company") on Form 10-QSB for the quarter ended September 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: November 18, 2003 By: /s/ John Fleming John Fleming, President
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