S-8 POS

                          U.S. SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                      FORM S-8 POS
                                    (Amendment No. 2)

                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          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)

            Amended and Restated Non-Employee Directors and Consultants
                       Retainer Stock Plan (Amendment No. 4)
                              (Full title of the Plan)

                               John Fleming, President
                           Point Group Holdings, Incorporated
                                   3744 Poe Street
                              San Diego California 92166
                                    (619) 269-8692
              (Name, address, and telephone number of agent for service)

                                     With a copy to:

                    Brian F. Faulkner, A Professional Law Corporation,
                               27127 Calle Arroyo, Suite 1923,
                            San Juan Capistrano, California 92675
                                       (949) 240-1361

                            CALCULATION OF REGISTRATION FEE
Title of         Amount to be     Proposed        Proposed       Amount of
Securities       Registered       Maximum         Aggregate      Registration
to be                             Offering        Offering          Fee
Registered                        Price             Price
                                  Per Share

Common Stock     100,000,000 (1)  $0.001 (2)      $100,000          $9.20

(1)(2)  The Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 4) authorizes a total of 250,000,000
shares, 150,000,000 of which have already been registered in Form S-8's
filed on February 6, 2002, July 30, 2002, May 12, 2003, and September 3,
2003.  The offering price per share is established under Rule 457(h)(1)
pursuant to the deemed issuance price as set forth in the Plan (see
Exhibit 4 to this Form S-8).

                                   PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall provided a written statement notifying them that
upon written or oral request they will be provided, without charge, (i)
the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                      PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB for the
          fiscal year ended December 31, 2002, filed on April 15, 2003.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
          the Exchange Act since the end of the fiscal year covered by the
          Form 10-KSB referred to in (a) above, which consist of a Form 8-
          K filed on February 24, 2003, a Form 8-K/A filed on March 18,
          2003, a Form 8-K/A filed on April 2, 2003, a Form 8-K/A filed on
          April 29, 2003, two Form 8-K/A's filed on May 12, 2003, a Form
          10-QSB filed on May 15, 2003, a Form 10-QSB filed on August 20,
          2003, a Form 8-K filed on October 9, 2003, a Form 10-QSB filed
          on November 19, 2003, and a Form 10-QSB/A filed on November 20, 2003.

     (c)  A description of the securities of the Registrant is contained
          in a Form 10-SB/A filed  on April 7, 2000.

All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the company.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Registrant as giving an opinion on the validity of the securities being
registered, has previously received shares of common stock pursuant to
the Registrant's Non-Employee Directors and Consultants Retainer Stock
Plan, as amended, under Form S-8's in exchange for legal services
previously rendered, and to be rendered in the future, to the Registrant
under attorney-client contracts.  These legal services consist of advice
and  preparation work in connection with reports of the Registrant filed
under the Securities Exchange Act of 1934, and other general corporate
and securities work for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

(a)  Articles of Incorporation and Bylaws.

     Neither the articles of incorporation nor bylaws of the Registrant
contain any provisions with regard to the liability of an officer and
director:

(b)  Nevada Revised Statutes.

     "NRS 78.138 Directors and officers: Exercise of powers; performance
of duties; presumptions and considerations; liability to corporation and
stockholders.

     (7)  Except as otherwise provided in NRS 35.230, 90.660, 91.250,
452.200, 452.270, 668.045 and 694A.030, a director or officer is not
individually liable to the corporation or its stockholders for any
damages as a result of any act or failure to act in his capacity as a
director or officer unless it is proven that:

     (a)   His act or failure to act constituted a breach of his
     fiduciary duties as a director or officer; and

     (b)  His breach of those duties involved intentional misconduct,
     fraud or a knowing violation of law."

Indemnification.

(a)  Articles of Incorporation and Bylaws.

     There are no provisions in the articles of incorporation with
regard to indemnification.  The bylaws of the Registrant provide the
following with respect to indemnification:

     "No director shall be liable to the Corporation or any of its
stockholders for monetary  damages for breach of fiduciary  duty as
a director,  except with respect to (1) a breach of the director's
 duty of loyalty to the Corporation or its  stockholders,  (2) acts
or  omissions  not in good faith or which  involve intentional
misconduct or a knowing violation of law, (3) liability which may
be specifically defined by law or (4) a transaction from which the
director derived an improper personal benefit, it being the
intention of the foregoing provision to eliminate the liability of
the Corporation's directors to the corporation or its stockholders
to the fullest extent  permitted by law.  The Corporation  shall
indemnify  to the  fullest  extent  permitted  by law each  person
that such law grants the Corporation the power to indemnify."

(b)  Nevada Revised Statutes.

     "NRS 78.7502 Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

     1.  A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he:

     (a) Is not liable pursuant to NRS 78.138 [directors and officers
     duty to exercise their powers in good faith and with a view to the
     interests of the corporation]; or

     (b) Acted in good faith and in a manner which he reasonably
     believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person is
liable pursuant to NRS 78.138 or did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, or that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if
he:

     (a) Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably
     believed to be in or not opposed to the best interests of the
     corporation.

Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.

     3.  To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1
and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.

     NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.

     1.  Any discretionary indemnification pursuant to NRS 78.7502,
unless ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum
     consisting of directors who were not parties to the action, suit or
     proceeding;

     (c) If a majority vote of a quorum consisting of directors who were
     not parties to the action, suit or proceeding so orders, by
     independent legal counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties to the
     action, suit or proceeding cannot be obtained, by independent legal
     counsel in a written opinion.

     2.  The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights
to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.

     3.  The indemnification pursuant to NRS 78.7502 and advancement of
expenses authorized in or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
     indemnification or advancement of expenses may be entitled under
     the articles of incorporation or any bylaw, agreement, vote of
     stockholders or disinterested directors or otherwise, for either an
     action in his official capacity or an action in another capacity
     while holding his office, except that indemnification, unless
     ordered by a court pursuant to NRS 78.7502 or for the advancement
     of expenses made pursuant to subsection 2, may not be made to or on
     behalf of any director or officer if a final adjudication
     establishes that his acts or omissions involved intentional
     misconduct, fraud or a knowing violation of the law and was
     material to the cause of action.

     (b) Continues for a person who has ceased to be a director,
     officer, employee or agent and inures to the benefit of the heirs,
     executors and administrators of such a person.

     NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

     (1)  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise for any liability asserted against him and
liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him
against such liability and expenses.

     (2)  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

     (a)  The creation of a trust fund.

     (b)  The establishment of a program of self-insurance.

     (c)  The securing of its obligation of indemnification by
     granting a security interest or other lien on any assets of the
     corporation.

     (d)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.

     (3)  Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by the corporation or
any other person approved by the board of directors, even if all or part
of the other person's stock or other securities is owned by the
corporation.

     (4)  In the absence of fraud:

     (a)  The decision of the board of directors as to the propriety of
     the terms and conditions of any insurance or other financial
     arrangement made pursuant to this section and the choice of the
     person to provide the insurance or other financial arrangement is
     conclusive; and

     (b)  The insurance or other financial arrangement:

        (i)  Is not void or voidable; and

        (ii)  Does not subject any director approving it to
        personal liability for his action, even if a director
        approving the insurance or other financial arrangement is a
        beneficiary of the insurance or other financial arrangement.

     (5)  A corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant to this
section is not subject to the provisions of Title 57 of NRS."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable

ITEM 8.  EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

          (iii) To include any material information with respect to
     the plan of distribution not previously disclosed in the
     registration statement or any material change to such
     information in the registration statement;

        (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

        (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information

     (h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of San Diego, State
of California, on November 24, 2003.

                                       Point Group Holdings, Incorporated


                                       By: /s/  John Fleming
                                       John Fleming, President

                        Special Power of Attorney

     The undersigned constitute and appoint John Fleming their true and
lawful attorney-in-fact and agent with full power of substitution, for
him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form   S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact the
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:


Signature                    Title                           Date

/s/  John Fleming           President/Director             November 24, 2003
John Fleming

/s/  I. Matt Sawaqed        Director                       November 24, 2003
I. Matt Sawaqed

/s/  Mark Crist             Director                       November 24, 2003
Mark Crist

                                 EXHIBIT INDEX

Number                      Description

4     Amended and Restated Non-Employee Directors and Consultants
      Retainer Stock Plan (Amendment No. 4), dated November 17,
      2003 (see below).

5     Opinion Re: Legality (see below).

23.1  Consent of Accountant (see below).

23.2  Consent of Counsel (see below).

EX-4.1

EX-4.1                      AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS AND
                           CONSULTANTS RETAINER STOCK PLAN (AMENDMENT NO. 4)

                       POINT GROUP HOLDINGS, INCORPORATED
                              AMENDED AND RESTATED
                     NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                             RETAINER STOCK PLAN
                             (AMENDMENT NO. 4)

1.  Introduction.

This plan shall be known as Point Group Holdings, Incorporated Amended
and Restated Non-Employee Directors and Consultants Retainer Stock Plan
(Amendment No. 4) is hereinafter referred to as the "Plan".  The
purposes of the Plan are to enable Point Group Holdings, Incorporated, a
Nevada corporation ("Company"), to promote the interests of the Company
and its shareholders by attracting and retaining non-employee Directors
and Consultants capable of furthering the future success of the Company
and by aligning their economic interests more closely with those of the
Company's shareholders, by paying their retainer or fees in the form of
shares of the Company's common stock, par value one tenth of one cent
($0.001) per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of the
Code or rule or regulation thereunder shall be deemed to include any
amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more fully
defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by the
Company for a Participant representing the Participant's interest in the
shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors
of the Company.

"Dividend Equivalent" for a given dividend or other distribution means a
number of shares of Common Stock having a Fair Market Value, as of the
record date for such dividend or distribution, equal to the amount of
cash, plus the fair market value on the date of distribution of any
property, that is distributed with respect to one share of Common Stock
pursuant to such dividend or distribution; such fair market value to be
determined by the Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite Tape or,
if not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on NASDAQ on the last
trading day prior to the date with respect to which the Fair Market
Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of any
Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan was adopted by the Board effective November 17, 2003
("Effective Date").

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective Date
and each individual who becomes a Director or Consultant thereafter
during the term of the Plan, shall be a participant ("Participant") in
the Plan, in each case during such period as such individual remains a
Director or Consultant and is not an employee of the Company or any of
its subsidiaries.  Each credit of shares of Common Stock pursuant to the
Plan shall be evidenced by a written agreement duly executed and
delivered by or on behalf of the Company and a Participant, if such an
agreement is required by the Company to assure compliance with all
applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to directors or
consultants shall instead be payable in shares of Common Stock ("Stock
Retainer") pursuant to this Plan at the deemed issuance price of one
tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an election (a
"Deferral Election") on an annual basis to defer delivery of the Stock
Retainer specifying which one of the following way the Stock Retainer is
to be delivered:  (a) on the date which is three years after the
Effective Date for which it was originally payable ("Third
Anniversary"), (b) on the date upon which the Participant ceases to be a
Director or Consultant for any reason ("Departure Date") or (c) in five
equal annual installments commencing on the Departure Date ("Third
Anniversary" and "Departure Date" each being referred to herein as a
"Delivery Date").  Such Deferral Election shall remain in effect for
each Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less than
six (6) months prior to the beginning of such  Year and provided,
further, that no more than one Deferral Election or change thereof may
be made in any Year.

Any Deferral Election and any change or revocation thereof shall be made
by delivering written notice thereof to the Committee no later than six
(6) months prior to the beginning of the Year in which it is to be
effected; provided that, with respect to the Year beginning on the
Effective Date, any Deferral Election or revocation thereof must be
delivered no later than the close of business on the thirtieth (30th)
day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each Participant
who makes a Deferral Election to which shall be credited, as of the
applicable Payment Time, the number of shares of Common Stock payable
pursuant to the Stock Retainer to which the Deferral Election relates.
So long as any amounts in such Deferred Stock Account have not been
delivered to the Participant under Section 8, each Deferred Stock
Account shall be credited as of the payment date for any dividend paid
or other distribution made with respect to the Common Stock, with a
number of shares of Common Stock equal to (a) the number of shares of
Common Stock shown in such Deferred Stock Account on the record date for
such dividend or distribution multiplied by (b) the Dividend Equivalent
for such dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral Election
has been made (together with dividends attributable to such shares
credited to such Deferred Stock Account) shall be delivered in
accordance with this Section 8 as soon as practicable after the
applicable Delivery Date.  Except with respect to a Deferral Election
pursuant to Section 6(c), or other agreement between the parties, such
shares shall be delivered at one time; provided that, if the number of
shares so delivered includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the Participant has in
effect a Deferral Election pursuant to Section 6(c), then such shares
shall be delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred Stock
Account), with the first such installment being delivered on the first
anniversary of the Delivery Date; provided that, if in order to equalize
such installments, fractional shares would have to be delivered, such
installments shall be adjusted by rounding to the nearest whole share.
If any such shares are to be delivered after the Participant has died or
become legally incompetent, they shall be delivered to the Participant's
estate or legal guardian, as the case may be, in accordance with the
foregoing; provided that, if the Participant dies with a Deferral
Election pursuant to Section 6(c) in effect, the Committee shall deliver
all remaining undelivered shares to the Participant's estate
immediately. References to a Participant in this Plan shall be deemed to
refer to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a grantor
trust or utilize an existing grantor trust (in either case, "Trust") to
assist it in accumulating the shares of Common Stock needed to fulfill
its obligations under this  Section 8.   However, Participants shall
have no beneficial or other interest in the Trust and the assets
thereof, and their rights under the Plan shall be as general creditors
of the Company, unaffected by the existence or nonexistence of the
Trust, except that deliveries of Stock Retainers to Participants from
the Trust shall, to the extent thereof, be treated as satisfying the
Company's obligations under this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and from
and after the date of such issuance the Participant shall be entitled to
all rights of a shareholder with respect to Common Stock for all such
shares issued in his or her name, including the right to vote the
shares, and the Participant shall receive all dividends and other
distributions paid or made with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver
any certificate or certificates for shares of Common Stock under the
Plan prior to fulfillment of all of the following conditions:

(i)   Listing or approval for listing upon official notice of issuance
of such shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market for the Common Stock;

(ii)   Any registration or other qualification of such shares under any
state or federal law or regulation, or the maintaining in effect of any
such registration or other qualification which the Committee shall, upon
the advice of counsel, deem necessary or advisable; and

(iii)   Obtaining any other consent, approval, or permit from any state
or federal governmental agency which the Committee shall, after
receiving the advice of counsel, determine to be necessary or advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers pursuant to
the Plan is Two Hundred Fifty Million (250,000,000).  Shares of Common
Stock issuable under the Plan may be taken from treasury shares of the
Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts the
Plan, any change in corporate capitalization, such as a stock split,
combination of shares, exchange of shares, warrants or rights offering
to purchase Common Stock at a price below its fair market value,
reclassification, or recapitalization, or a corporate transaction, such
as any merger, consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the
definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Company (each of the foregoing a
"Transaction"), in each case other than any such Transaction which
constitutes a Change of Control (as defined below), (i) the Deferred
Stock Accounts shall be credited with the amount and kind of shares or
other property which would have been received by a holder of the number
of shares of Common Stock held in such Deferred Stock Account had such
shares of Common Stock been outstanding as of the effectiveness of any
such Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to reflect
the effectiveness of any such Transaction and (iii) the Committee shall
appropriately adjust any other relevant provisions of the Plan and any
such modification by the Committee shall be binding and conclusive on
all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form of
property, references in the Plan to the Common Stock shall be deemed,
where appropriate, to refer to such other form of property, with such
other modifications as may be required for the Plan to operate in
accordance with its purposes. Without limiting the generality of the
foregoing, references to delivery of certificates for shares of Common
Stock shall be deemed to refer to delivery of cash and the incidents of
ownership of any other property held in the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in the
event of a Change of Control, the following shall occur on the date of
the Change of Control:  (i) the shares of Common Stock held in each
Participant's Deferred Stock Account  shall be deemed to be issued and
outstanding as of the Change of Control; (ii) the Company shall
forthwith deliver to each Participant who has a Deferred Stock Account
all of the shares of Common Stock or any other property held in such
Participant's Deferred Stock Account; and (iii) the Plan shall be
terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of the
following events:

(i)   The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty percent (20%) or more of either (a) the then
outstanding shares of common stock of the Company ("Outstanding Company
Common Stock") or (b) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors ("Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not constitute
a Change of Control:  (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired
directly from the Company), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company
or (d) any acquisition by any corporation pursuant to a reorganization,
merger or consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (a), (b) and (c) of
paragraph (iii) of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board of
the Company (as of the date hereof, "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a reorganization,
merger, binding share exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or consolidation (a) more
than sixty percent (60%) of, respectively, the then outstanding shares
of common stock of the corporation resulting from such reorganization,
merger, binding share exchange or consolidation and the combined voting
power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization,
merger, binding share exchange or consolidation in substantially the
same proportions as their ownership, immediately prior to such
reorganization, merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (b) no Person (excluding the Company,
any employee benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger, binding share
exchange or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger, binding share exchange
or consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger, binding share exchange or consolidation or
the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of directors
and (c) at least a majority of the members of the board of directors of
the corporation resulting from such reorganization, merger, binding
share exchange or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation, with respect to which following such sale
or other disposition, (x) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior
to such sale or other disposition in substantially the same proportion
as their ownership, immediately prior to such sale or other disposition,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (y) no Person (excluding the Company and
any employee benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning, immediately prior to
such sale or other disposition, directly or indirectly, twenty percent
(20%) or more of the Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of, respectively,
the then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and
(z) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for
such sale or other disposition of assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of three
members who shall be the current directors of the Company or senior
executive officers or other directors who are not Participants as may be
designated by the Chief Executive Officer ("Committee"), which shall
have full authority to construe and interpret the Plan, to establish,
amend and rescind rules and regulations relating to the Plan, and to
take all such actions and make all such determinations in connection
with the Plan as it may deem necessary or desirable. (b)  The Board may
from time to time make such amendments to the Plan, including to
preserve or come within any exemption from liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company without
further approval of the Company's stockholders, provided that, to the
extent required under Florida law or to qualify transactions under the
Plan for exemption under Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be adopted without further approval of
the Company's stockholders and, provided, further, that if and to the
extent required for the Plan to comply with Rule 16b-3 promulgated under
the Exchange Act, no amendment to the Plan shall be made more than once
in any six (6) month period that would change the amount, price or
timing of the grants of Common Stock hereunder other than to comport
with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  (c)  The Board may terminate the Plan at any
time by a vote of a majority of the members thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation on the
part of the Board to nominate any Director for reelection by the
Company's shareholders or to limit the rights of the shareholders to
remove any Director.

(b)  The Company shall have the right to require, prior to the issuance
or delivery of any shares of Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the Committee for the
withholding of any taxes required by law to be withheld with respect to
the issuance or delivery of such shares, including without limitation by
the withholding of shares that would otherwise be so issued or
delivered, by withholding from any other payment due to the Participant,
or by a cash payment to the Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Nevada.

Point Group Holdings, Incorporated


By: /s/  John Fleming
John Fleming, President

EX-5

EX-5                                                OPINION RE: LEGALITY

                             Brian F. Faulkner
                      A Professional Law Corporation
                      27127 Calle Arroyo, Suite 1923
                   San Juan Capistrano, California 92675
                              (949) 240-1361


November 20, 2003


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Point Group Holdings, Incorporated - Form S-8 POS

Dear Sir/Madame:

     I have acted as counsel to Point Group Holdings, Incorporated, a
Nevada corporation ("Company"), in connection with its Registration
Statement on Form S-8 POS relating to the registration of 100,000,000
shares of its common stock ("Shares"), $0.001 par value per Share,
which are issuable pursuant to the Company's Amended and Restated Non-
Employee Directors and Consultants Retainer Stock Plan (Amendment No. 4).

     In my representation I have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not limited
to, the Articles of Incorporation, and all amendments thereto, and
Bylaws of the Company.

     Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that
the Company is duly organized and validly existing as a corporation
under the laws of the State of Nevada, and that the Shares, when
issued and sold, will be validly issued, fully paid, and non-
assessable.

My opinion is limited by and subject to the following:

     (a)  In rendering my opinion I have assumed that, at the time of
each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the laws of
the State of Nevada.

     (b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity and
completeness of all documents submitted to me as originals, the
conformity to the originals of all documents submitted to me as copies
and the authenticity and completeness of the originals of all
documents submitted to me as copies.  I have also assumed the
genuineness of all signatures, the legal capacity of natural persons,
the authority of all persons executing documents on behalf of the
parties thereto other than the Company, and the due authorization,
execution and delivery of all documents by the parties thereto other
than the Company.  As to matters of fact material to this opinion, I
have relied upon statements and representations of representatives of
the Company and of public officials and have assumed the same to have
been properly given and to be accurate.

     (c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada Revised
Statutes.  I express no opinion as to the laws of any other
jurisdiction.

                                       Sincerely,


                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.

EX-23.1

EX-23.1                                         CONSENT OF ACCOUNTANTS

                         BECKSTEAD AND WATTS, LLP
                       Certified Public Accountants
                         3340 Wynn Road, Suite B
                         Las Vegas, Nevada 89102
                             (702) 257-1984


November 24, 2003


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Point Group Holdings, Incorporated - Form S-8 POS

Dear Sir/Madame:

As independent certified public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on Form
S-8 of our report dated April 13, 2003 in Point Group Holdings,
Incorporated's Form 10-KSB for the fiscal year ended December 31,
2002, and to all references to our firm included in this Registration
Statement.

Sincerely,


/s/  Beckstead and Watts, LLP
Beckstead and Watts, LLP

EX-23.2

EX-23.2                                                 CONSENT OF COUNSEL

                                  Brian F. Faulkner
                           A Professional Law Corporation
                           27127 Calle Arroyo, Suite 1923
                         San Juan Capistrano, California 92675
                                  (949) 240-1361


November 20, 2003


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Point Group Holdings, Incorporated - Form S-8 POS

Dear Sir/Madame:

     I have acted as counsel to Point Group Holdings, Incorporated, a
Nevada corporation ("Company"), in connection with its Registration
Statement on Form S-8 POS relating to the registration of 100,000,000
shares of its common stock ("Shares"), $0.001 par value per Share,
which are issuable pursuant to the Company's Amended and Restated Non-
Employee Directors and Consultants Retainer Stock Plan (Amendment No.
4).  I hereby consent to all references to my firm included in this
Registration Statement, including the opinion of legality.

                                       Sincerely,


                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.