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

                                      FORM S-8

            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.)

     2240 Shelter Island Drive, Suite 202 San Diego, California   92106
          (Address of principal executive offices)              (Zip Code)

           Amended and Restated Non-Employee Directors and Consultants
           Retainer Stock Plan (Amendment No. 2); Stock Incentive Plan
                            (Full title of the Plans)

               Brian F. Faulkner, A Professional Law Corporation,
31877 Del Obispo Street, Suite 205, San Juan Capistrano, California 92675
                  (Name and address of agent for service)

                                 (949) 240-1361
         (Telephone number, including area code, of agent for service)

                           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 Per     Price
                                      Share

Common Stock          50,000,000 (1)   $0.001 (2)   $50,000        $4.60

Common Stock          25,000,000 (3)   $0.0001 (4)   $2,500        $0.23

(1)(2)  The Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 2) authorizes a total of 75,000,000
shares, 25,000,000 of which have already been registered in Form S-8's
filed on February 6, 2002 and July 30, 2002.  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 4.1 to this Form S-8).

(3)(4) The Stock Incentive Plan authorizes a total of 25,000,000 shares.
 This offering price per share is calculated under Rule 457(h)(1)
(reference to Rule 457(c)) as the exercise price of the options is not
known: average of the bid and ask prices as of May 5, 2003 (within 5
business days prior to the date of filing the registration statement).
See Stock Incentive Plan, attached as Exhibit 4.2 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 consists of Form
     8-K/A's filed on April 29, 2003 through May 9, 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 a total of 3,000,000 shares of
common stock pursuant to the Registrant's Non-Employee Directors and
Consultants Retainer Stock Plan under a Form S-8 in exchange for legal
services previously rendered to the Registrant under an attorney-client
contract.  In addition, this counsel will be receiving an additional
5,000,000 shares of common stock under this Form S-8 for additional
legal services to be rendered  to the Registrant under another attorney-
client contract.  These legal services consisted 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 April 30, 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                   May 9, 2003
John Fleming

/s/  I. Matt Sawaqed    Director                             May 9, 2003
I. Matt Sawaqed

/s/  Mark Crist         Director                             May 9, 2003
Mark Crist

                                  EXHIBIT INDEX

Number                  Description

4.1     Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 2), dated April 25, 2003
        (see below).

4.2     Stock Incentive Plan, dated April 25, 2003 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.2    Consent of Counsel (see below).
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U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM S-8

            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.)

     2240 Shelter Island Drive, Suite 202 San Diego, California   92106
          (Address of principal executive offices)              (Zip Code)

           Amended and Restated Non-Employee Directors and Consultants
           Retainer Stock Plan (Amendment No. 2); Stock Incentive Plan
                            (Full title of the Plans)

               Brian F. Faulkner, A Professional Law Corporation,
31877 Del Obispo Street, Suite 205, San Juan Capistrano, California 92675
                  (Name and address of agent for service)

                                 (949) 240-1361
         (Telephone number, including area code, of agent for service)

                           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 Per     Price
                                      Share

Common Stock          50,000,000 (1)   $0.001 (2)   $50,000        $4.60

Common Stock          25,000,000 (3)   $0.0001 (4)   $2,500        $0.23

(1)(2)  The Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 2) authorizes a total of 75,000,000
shares, 25,000,000 of which have already been registered in Form S-8's
filed on February 6, 2002 and July 30, 2002.  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 4.1 to this Form S-8).

(3)(4) The Stock Incentive Plan authorizes a total of 25,000,000 shares.
 This offering price per share is calculated under Rule 457(h)(1)
(reference to Rule 457(c)) as the exercise price of the options is not
known: average of the bid and ask prices as of May 5, 2003 (within 5
business days prior to the date of filing the registration statement).
See Stock Incentive Plan, attached as Exhibit 4.2 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 consists of Form
     8-K/A's filed on April 29, 2003 through May 9, 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 a total of 3,000,000 shares of
common stock pursuant to the Registrant's Non-Employee Directors and
Consultants Retainer Stock Plan under a Form S-8 in exchange for legal
services previously rendered to the Registrant under an attorney-client
contract.  In addition, this counsel will be receiving an additional
5,000,000 shares of common stock under this Form S-8 for additional
legal services to be rendered  to the Registrant under another attorney-
client contract.  These legal services consisted 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 April 30, 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                   May 9, 2003
John Fleming

/s/  I. Matt Sawaqed    Director                             May 9, 2003
I. Matt Sawaqed

/s/  Mark Crist         Director                             May 9, 2003
Mark Crist

                                  EXHIBIT INDEX

Number                  Description

4.1     Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 2), dated April 25, 2003
        (see below).

4.2     Stock Incentive Plan, dated April 25, 2003 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.2    Consent of Counsel (see below).