SecProbe.io

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Mail Stop 0309

									December 8, 2004

Capitol Document Services, Inc.
202 South Minnesota Street
Carson City, NV  89702

Re:  	The KingThomason Group, Inc.
Form SB-2 Registration Statement
	File No. 333-120394

Dear Sir or Madam:

      We have conducted a complete legal review, but not a
financial
review of your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments. Please respond to comments not relating to the
transaction
within 10 business days of the date of this letter or tell us when
you will provide a response prior to the expiration of the 10-day
period regardless of whether you proceed with your transaction.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Registration Fee Table

1. Please revise the fee table to register a specific number of
shares.  This number should be presented in the first column of
the
table.

2. On page 11 of the registration statement you state that Fusion
Capital received 1,304,013 shares of your common stock as a
commitment fee.  Please reconcile this number with the figure of
1,204,013 shares specified in section 4(f) of the stock purchase
agreement.

3. You state further that Fusion Capital must hold these shares
until
30 months from the date of the common stock purchase agreement or
the
date the common stock purchase agreement is terminated.  In
addition,
you state on page 9 that you anticipate the shares being
registered
in this offering will be sold over a period of up to 30 months
from
the date of the prospectus.  However, Rule 415(a)(2) of Regulation
C
specifies that you may only register an amount of shares that, at
the
time the registration statement becomes effective, is reasonably
expected to be offered and sold within two years of the initial
effective date of the registration statement. It appears to us,
therefore, that registration of the commitment shares is
premature.
Please delete them from the registration statement.

Prospectus Cover Page

4. Please limit the information on the cover page to the
information
specified in Item 501 of Regulation S-B.  Currently, the first
paragraph contains excess information.  In addition, it is not
written in plain English.  Please delete all but the first two
sentences of the paragraph.  Please revise the second sentence to
delete the reference to shares of common stock underlying stock
purchase warrants since the relevant information to an investor is
the number of shares being sold, not the fact that some of the
shares
underlie warrants.

5. In several places on the cover page and throughout the
prospectus
you refer to "certain" things.  For example, on the cover page,
you
refer to "certain other selling stockholders" and "certain risks."
Used in this context, the word "certain" is vague and subject to
many
interpretations.  Its use raises more questions than it answers.
If
the "certain" things you are referring to are material to
investors,
identify them in their own sentences.  If they are not, please
delete
the word.  Please make these changes throughout the document.

6. Please present the cross reference to the risk factor
disclosure
in bold face type.

7. Please tell us why you have identified all of the selling
stockholders as "underwriters."  We understand why Fusion Capital
Fund II, LLC. is so identified, but your document does not explain
why the other selling stockholders are underwriters.  We may have
additional comments after we review your response.

Summary - page 1

8.  We do not think that the two sentence description of your
business adequately describes what your company does, or the
sources
of its revenues.  For example, you identify two principal
products,
but we note that you have not yet sold any of these products.  We
note further that you will not receive revenue from the sale of
these
products; rather you will earn agency fees or commissions from the
insurance companies that actually underwrite the products you
propose
to sell.  Finally, we note from the footnotes to your financial
statements that your revenue to date consists of commissions you
receive from insurance companies for insurance policies and
annuities
sold and "commission on securities transactions consummated
through a
Broker Dealer."  We are unable to locate a discussion of the
latter
activities anywhere in the document.  Please revise the summary to
provide a brief but balanced and informative explanation of your
business.  Please revise the business section of the document to
provide a full and detailed discussion of your actual operations
to
date, as well as the operations you plan to conduct in the future.

9. Please refer to the summary of your agreement with Fusion
Capital.
We note that the stock purchase agreement refers to "Commitment
Shares," "Signing Shares" and "Purchase Shares."  However, we were
unable to locate a discussion of the "Signing Shares" in either
this
document or the agreement.  Please advise.  Also, quantify the
number
of shares involved.

Risk Factors - page 2

10. Please refer to the second sentence of the introductory
paragraph.  Please replace the current language with a clear
statement that you have disclosed all material risks you are aware
of.

11. Throughout this section and the remainder of the prospectus
you
have used language such as "no assurances can be given," "we
cannot
be sure that" and "there is no assurance that"  various things
will
or will not happen.  This language is legalistic and redundant and
usually refers to matters outside your control.  Please delete it.
Instead, be sure that you have adequately explained why you can`t
assure the outcomes.

12. In many of your risk factors you identify the potential
adverse
consequences of the risk as your "business could be materially and
adversely affected."  This language is too vague and generic to be
meaningful.  Please replace this and similar terminology with
specific descriptions of the direct adverse consequence of the
risk.

We have a limited operating history with significant losses and
expect losses to continue for the foreseeable future - page 2

13. Please update the disclosure through the third quarter of the
current fiscal year.

14. In the first paragraph you refer to your "Medical Accounts
Receivable Credit Card Program."  Potential investors will not
know
what you are referring to since there has been no discussion of
this
prior to this point in the prospectus.  Please expand the risk
factor
to include an adequate factual context for evaluating the risk.

15. The second paragraph of the risk factor refers to the "going
concern" portions of your auditor`s opinion.  We think this risk
should be discussed in a separate risk factor under an appropriate
subheading.  We would expect the risk factor to include discussion
of
the specific steps you are taking to remedy this situation and the
specific adverse consequences that would result for an investor if
you are unable to accomplish them.

Our success may depend on our ability to retain key personnel -
page
2

16. Currently this risk factor subheading is a simple statement of
fact.  Please rewrite it and the body of the risk factor to
identify
a specific risk and its specific potential adverse consequences.
It
is unclear what the actual risk is.  For example, are you aware of
any circumstances that would cause these persons to leave?  What
steps have you taken to ensure that you will not lose them?  What
would happen if you did lose them?  Please revise the risk factor
accordingly.

We will require additional financing to sustain our operations and
without it we will not be able to continue operations - page 2

17. The information in the body of this risk factor does not
summarize the risk identified in the subheading.  Please revise it
accordingly.  The revised risk should discuss the amount of money
you
need to maintain your current operations and implement your plans.
Quantify the disclosure to the extent practicable.

We may not be able to maintain the current collaborative
relationships...our ability to develop products and revenue will
suffer - page 3

18. You have not provided an adequate factual context for
evaluating
this risk.  Please revise the risk factor to identify the
"collaborative relationships" you are referring to.  Name the
credit
card companies, your "card issuing bank" and the credit
fulfillment
company.  Discuss the arrangements you have with them, and the
reasons the arrangements might be terminated.  Do you have any
reason
to anticipate that they might be?  Clarify whether you are
currently
issuing credit cards.  Do you currently have adequate
relationships
to implement your plans?

Our company may face competition from larger better capitalized
companies and may not be able to effectively compete with these
companies. - page 3

19. Please be more specific about the "niche market" you hope to
serve.  What do you mean when you refer to "underserved individual
health insurance markets and uninsurable health insurance
markets?"
What "insurance products" are you referring to?  Currently the
language in this risk factor is so vague and generic that it isn`t
meaningful.  Please eliminate the jargon and revise the disclosure
to
provide an adequate factual context for enabling an investor to
understand and evaluate the risk.  The risk factor should explain
how
your proposed product will work, who you are targeting it towards
and
how you will market it.

Our insurance products may not be successfully commercialized... -
page 3

20. It does not appear that you are currently marketing the
products
you refer to.  Please revise the risk factor to accurately
describe
the current status of your efforts.  What regulatory approvals do
you
need?  Do you currently have them?  Are you actually marketing the
products?  How are you doing it?  What has your sales experience
been
to date?  What development remains to be done?  Please replace the
vague generic statements with specific information so that a
potential investor can evaluate the risk.

It is likely that trading in our stock will be volatile and
limited -
page 4

21. Please replace the subheading with a summary of the risk you
actually describe in the body of the risk factor.  That is,
clearly
state that your stock is a "penny stock" and identify the specific
adverse consequences that follow.

22. We think that the same risk is also being discussed in the
risk
factor called "The market for our stock is poorly developed..." on
page 5.  Please combine them and eliminate the overlap and
repetition.

23. Please expand the risk factor to provide an adequate factual
context for the risk.  Quantify the disclosure to the extent
practicable.  For example, describe the "certain restrictions and
a
strict regimen" that you reference in the risk factor and quantify
the volatility and limited trading in your stock.

Should a change in management seem necessary, it will be difficult
for the non-management stockholders to do this - page 4

We do not intend to pay dividends - page 4

We indemnify most acts of our officers and directors - page 4

24. Each of these subheadings and the body of the "risk factors"
is a
simple statement of fact that does not identify a specific risk or
identify its potential adverse consequences.  Please revise them
accordingly.

There is no assurance that we will receive the full $6,000,000
under
the common stock purchase agreement from the sale of the shares
registered herein. - page 4

25. Please revise the subheading and the body of the risk factor
to
describe a specific risk and its potential adverse consequences.
For
example, how likely is it that you will receive the entire $6
million
in light of your actual trading history?  In the next risk factor
you
indicate that the sale of these shares will result in dilution and
cause the price of your common stock to decline.  How will this
further impact the likelihood of receiving the maximum amount?

26. It is unclear what the consequence will be for you if you do
not
receive the maximum amount.  For example, would the $1.8 million
be
sufficient to support your current operations and implement your
plans?  If so, for how long?  How much do you need to implement
your
plans?  What assumptions have you used in making that
determination?
How fast do you need to receive funds to implement your plans?
How
will daily sales of $10,000 of securities enable you to implement
the
plan?  What will happen if you don`t receive the funds?  Please
revise the risk factor accordingly.

Forward-Looking Statements - page 6

27. The disclosure in this section is very legalistic.  It is
unlikely that potential investors will know what you mean when you
state that this prospectus contains forward-looking statements
"within the meaning of Section 27A of the Securities Act of 1933,
as
amended...  If you retain this section, please rewrite it in plain
English and replace this statement with an explanation of what the
Act provides.

Description of Business - page 23

28. It is unclear from the discussion of your operations as to
what
your business actually is.  On page 23 you state that you "operate
much as an insurance company."  Adjudicating claims, issuing
policies
and assuming underwriting risk are essential activities of
insurance
companies.  However, you specifically indicate that you do not do
these things.  Insurance companies are also regulated by state
insurance agencies, but you indicate that you are not.  You say
that
because "other companies" provide the actual insurance that you
incorporate into the products you sell, you are only required to
be
approved as an "Agent in Good Standing" by the insurance
commissions
where you sell your products, and that at present, approval has
been
obtained in California and Arizona by the insurance companies
whose
insurance you sell.  It appears to us that your business is an
insurance agency, not an insurance company.  We base this
conclusion
on Exhibit 10.5 to the registration statement, which is your
executive general agent agreement with Jefferson Pilot Life
Insurance
Company.  Please revise your disclosure to appropriately and fully
describe the business you have done to date as well as the
business
you intend to do in the future.  The revised disclosure should
address each factor included in Item 101(b) of Regulation S-B that
is
applicable to your business operations.

29. Please provide more detailed disclosure regarding the
"principal
products" you identify on pages 23 through 25.  The disclosure
should
also be updated to the most recent practicable date.  Currently,
the
disclosure does not cover periods beyond the end of fiscal 2003.
Please be more specific about the status of these products.  Are
you
actually selling them at the current time?  If not, why not?

30. We note that your website contains a good deal of information
about your products that is not reflected in this registration
statement.  Please revise the document to insure that you have
disclosed all material information.

31. On your website you indicate that you expect to enter into
agreements with Banner Health and Tenet Healthcare to issue your
credit cards by the end o