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

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

     For the fiscal year ended June 30, 2003

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the transition period from ___________ to ___________

                        Commission file number: 000-50292

                                WIEN GROUP, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

            NEW YORK                                             13-2614100
--------------------------------                             -------------------
(State or other  jurisdiction of                              (IRS Employer
incorporation  or  organization)                             Identification No.)

525 WASHINGTON BLVD,  JERSEY CITY,  NEW  JERSEY                     07310
---------------------------------------------                    ----------
  (Address of principal executive offices)                       (Zip Code)

                                 (201) 216-0096
                             ----------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

                      Title of each class registered: None
                Name of each exchange on which registered: None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.01
                          -----------------------------
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes [X] No [
]

     Check if no  disclosure  of  delinquent  filers in  response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

     The issuer had revenues from  operations  during the fiscal year ended June
30, 2003 of $67,000.

     As of June 30,  2003 the  issuer  had  2,989,636  shares  of  common  stock
outstanding.

     Based on the average of the closing  bid and asked  prices of the  issuer's
common stock on September  15, 2003,  the  aggregate  market value of the voting
stock held by non-affiliates of the registrant on that date was $0.

     Documents incorporated by reference:  None

     Transitional Small Business Disclosure Format (check one):  Yes [_]  No [X]


<PAGE>


                                    CONTENTS

                                                                            PAGE
PART I

    Item 1.   Description of Business..........................................3
    Item 2.   Description of Property..........................................7
    Item 3.   Legal Proceedings................................................7
    Item 4.   Submission of Matters to a Vote of Security Holders..............7

PART II

    Item 5.   Market for Common Equity and Related Stockholder
                 Matters.......................................................7
    Item 6.   Management's Discussion and Analysis or Plan of
                 Operation.....................................................8
    Item 7.   Financial Statements............................................12
    Item 8.   Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure..........................25
    Item 8A.  Controls and Procedure..........................................25

PART III

    Item 9.   Directors, Executive Officers, Promoters and
                 Control Persons; Compliance with Section 16(a)
                 of the Exchange Act..........................................26
    Item 10.  Executive Compensation..........................................29
    Item 11.  Security Ownership of Certain Beneficial Owners
                 and Management...............................................30
    Item 12.  Certain Relationships and Related Transactions..................30
    Item 13.  Exhibits and Reports on Form 8-K................................31

SIGNATURES    ................................................................32



                           FORWARD-LOOKING STATEMENTS

This report contains forward-looking  statements. The forward-looking statements
include  all  statements  that  are  not  statements  of  historical  fact.  The
forward-looking  statements are often identifiable by their use of words such as
"may," "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"  "estimate," or
"continue,"  or the negative or other  variations of those or comparable  terms.
Our  actual  results  could  differ  materially  from  the  anticipated  results
described  in the  forward-looking  statements.  Factors  that could  affect our
results   include,   but  are  not  limited  to,  those  discussed  in  Item  6,
"Management's  Discussion  and  Analysis  or Plan  of  Operation"  and  included
elsewhere in this report.


                                       2
<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

     (a) Background

         Wien Group,  Inc.  (formerly  John  DeNigris  Associates,  Inc.),  (the
     "Company"),  was  incorporated  in New York on  March  18,  1968.  The firm
     conducted a public relations business and traded in the public market until
     December 1991 when the corporation ceased operations.  The Company remained
     inactive  until  September  1998 when the  corporation  reacquired its good
     standing status with the State of New York. We did not conduct any business
     prior to July 2001, at which time we initiated our current business.

     (b) Narrative Description of Business

     BUSINESS OF THE COMPANY

         The core business of Wien Group, Inc. is to provide corporate financial
     advisory  services to small and emerging  companies  that require  advisory
     services to continue their growth within their  respective  industries.  We
     primarily focus on the manufacturing,  retail,  music & entertainment,  and
     health care industries.  These services include: general corporate finance,
     merger and acquisition  advisory services,  consulting on overall corporate
     strategy, facilitating asset-based lending, and arranging equipment-leasing
     contracts.

         The  Company  and  its  joint  venture  partner  United   Institutional
     Investors,  Inc. have  developed a network of  relationships  through which
     potential  clients are  introduced.  This network is currently  the primary
     resource for  originating  business.  To further  expand our client base we
     intend,  as soon as  financial  resources  permit,  to commence a marketing
     campaign that involves print advertisements in targeted trade publications.

         We initiated our corporate  financial advisory service business on July
     1,  2001,  by  entering  into  a  joint  venture   agreement   with  United
     Institutional Investments,  Inc., ("United") (see CERTAIN RELATIONSHIPS AND
     RELATED  TRANSACTIONS,  page  30),  a  company  specializing  in  corporate
     financing.  Under the terms of the  agreement  we will work  jointly,  on a
     non-exclusive  basis, with United to provide financial advisory services to
     small and emerging  growth  companies.  These services  include,  corporate
     finance,  merger and acquisition  advisory services,  consulting on overall
     corporate strategy,  and facilitating  asset-based lending.  Although we do
     not have any subsidiaries,  our joint venture with United is treated like a
     subsidiary in our financial statements. The operations of the joint venture
     have been limited to its involvement with the Company. Currently, the joint
     venture's business is identical to that of the Company.  Further, we do not
     anticipate  the  expansion of either the joint  venture's or the  Company's
     business  beyond the activities  discussed in this Form 10-KSB.  We have no
     other subsidiaries or joint ventures.


                                       3

<PAGE>


         Under the terms of the agreement we will pay 50 percent of the expenses
     incurred  by the joint  venture  and will  share  equally  in all  revenues
     derived by the joint venture.  This agreement can be terminated at any time
     by mutual consent of both parties.

         To date, the joint venture has secured contracts with companies such as
     First Step  Distribution  Network and Zephyr Media LLC, to provide  various
     consulting  services.  These  advisory  services  include the  arranging of
     financing for operations and expansion,  merger and acquisition advice, and
     representing   the  clients  with  regard  to  introduction  to  accredited
     investors,  financial  institutions,   strategic  partners,  and  potential
     clients.

         In addition to the contracts signed on behalf of the joint venture,  we
     have signed a number of contracts with clients to provide advisory services
     on our own. Among these  companies are GSI  Technologies  USA, Inc,  Mobile
     Area  Networks,   Inc.,  Security   Intelligence   Technologies,   Inc.,  a
     manufacturer  of security  surveillance  equipment,  and Freedom Oil & Gas,
     Inc.

         As described  above, the Wien Group's business is to provide advice and
     consulting  services  as to  where,  when and how to raise  funds,  whether
     through debt or equity,  to consider  mergers and  acquisitions,  implement
     strategies to increase  market share,  and generally  advise our clients on
     how to negotiate the hurdles in operating a business, public or private.

         An  example  of  the  services  the  Company  provides  to  clients  is
     demonstrated by how we assisted Erica,  Inc. with the renegotiating of $1.5
     million dollars of its debt and divesting  itself of an unprofitable  water
     processing   plant.  The  debt   restructuring   was  accomplished  by  our
     facilitating a meeting of Erica's  creditors and our creating and assisting
     in the  presentation  of a repayment  plan that allowed  Erica to convert a
     portion of the debt into equity and to extend the  repayment  schedule  for
     the balance of the debt.

         To assist Erica with selling its water processing  plant, we researched
     the industry and identified potential buyers who possessed a more efficient
     infrastructure  and would  therefore be in a better position to operate the
     facility profitably.  As a result, the water processing plant was sold to a
     group of private investors.

         Another  example of the  services  Wien Group offers is the work we did
     for Security Intelligence  Technologies,  Inc. As mentioned above, it is in
     the business of manufacturing  and selling  surveillance  equipment for the
     private  security  industry.  We assisted it in  developing  a strategy and
     writing a business  plan to expand their  business to include the ownership
     of private security companies.  We helped identify potential candidates and
     worked with them to structure an acquisition proposal.

         The  examples  above are  typical of the  services  we perform  for our
     clients.  We neither buy nor sell securities on behalf of others, nor offer
     investment advice to individuals or entities.


                                       4
<PAGE>


         Under the  terms of the contracts signed with the joint venture and our
     Company we will receive varying forms of  compensation,  including cash and
     equity. The amounts of each are different in all of the contracts,  and are
     dependent on the type of service  provided,  the term of the contract,  and
     the transactions  consummated during the term of the contract.  To date, we
     have received compensation from our clients in the form of cash and equity.
     We have received equity in the form of common stock from Bio Defense, Inc.,
     SN  Entertainment,  Inc.,  GSI  Technology,  Inc.,  Health Renu,  Inc., and
     Security  Intelligence  Technologies,  Inc.  Except for the equity received
     from  Security  Intelligence   Technologies,   Inc.,  the  equity  received
     represents   a  minority   interest  in   non-public   entities.   Security
     Intelligence  Technologies,  Inc. is a public  company whose shares are not
     readily  marketable.  We have  determined  that the equity  received has no
     readily determinable market value. Our determination is based upon the lack
     of  liquidity  of  any  of  these  shares.  As  to  Security   Intelligence
     Technologies,  Inc.,  the shares  currently  trade on the  over-the-counter
     bulletin  board  system  at a price of less than  $0.10 a share,  with very
     limited volume.

     Corporate Financial Advisory Services Industry Overview

     GENERAL

         Companies offering  corporate  financial advisory services vary in size
     and focus. Many of these companies consult and offer a variety of financial
     services,  including  arranging for private  placements  of equity,  bridge
     financing,  senior  debt,  and  asset-based  financing  and  seed  capital.
     Additionally,  they serve as advisors to companies  concerning  mergers and
     acquisitions,   disposition  of  assets,  reorganizations,   and  strategic
     planning.

     THE MARKET

         Management believes that the expanding trend of globalization, combined
     with the  lifting  of free  trade  barriers,  will  continue  to  encourage
     corporations to expand their operations into international markets. In many
     cases,  this is accomplished  through the merger or acquisition of domestic
     companies that have already  established  operations in foreign  countries.
     These  companies  will  require  professional  advice and support in, among
     other things,  accessing  public markets to raise  capital,  valuing target
     companies,  securing  fairness  opinions,  establishing  overall  corporate
     global policies, and creating joint ventures and strategic alliances.

         Additionally,  some  industries are currently  experiencing a period of
     consolidation.  In many cases,  consolidation  occurs through  transactions
     whereby large companies acquire or merge with successful  smaller entities.
     Management  believes these companies will also require  financial  advisory
     services.

     SERVICES

         At this time, and for at least the next twelve months, our efforts will
     be focused on  establishing a corporate  finance  department to broaden our
     client base, and to provide the services that are now being provided mainly
     through our joint  venture.  Until we have


                                       5
<PAGE>


     established  our own  corporate  finance  department,  these  services will
     continue to be provided  through our joint  venture  agreement  with United
     Institutional   Investments   (see   CERTAIN   RELATIONSHIPS   AND  RELATED
     TRANSACTIONS,  page 30).  Additionally,  during the next  twelve  months we
     anticipate  attempting  to raise  additional  capital  through  traditional
     lending  sources,  or further sales of equity.  If we are successful in our
     efforts to raise  substantial  capital,  management will seek to allocate a
     major  portion of these funds to increase our ability to provide  corporate
     finance advisory  services,  as described above, to companies with which we
     have established a business relationship.

     PRICING

         The fees for our  services  are  based on  either a  percentage  of the
     contemplated  transaction or an estimate of the time and manpower and level
     of professional  expertise  needed to achieve the client's desired outcome.
     Senior management reviews each project,  and a fee structure is established
     and presented to the client.  In many cases,  these fees may be paid either
     in cash, equity, or a combination of both.


     COMPETITION

         The corporate  financial  advisory  business is intensely  competitive.
     Many of our competitors have greater capital, financial and other resources
     than we do. We compete  for  clients  with other  merchant  banks,  a large
     number of investment  banks,  and venture capital firms.  Among these firms
     are Adams,  Harkness  and Hill - an  investment  bank  focused on  emerging
     growth companies, Bulkley Capital, LP - a financial advisory and investment
     firm serving middle market companies, Genesis Group - an investment banking
     group  providing  consulting,  venture  capital,  and corporate  finance to
     emerging growth companies, and JDA Partners - a private investment bank and
     advisory  firm helping small and middle  market  companies  meet their long
     term objectives.

         In addition to competition from domestic and foreign firms that provide
     financial advisory services,  many domestic commercial banks and investment
     banking  boutiques  have also recently  entered the  business.  The Company
     expects  further  competition  from  domestic  and  international  banks to
     increase  as a result  of  recent  and  anticipated  U.S.  legislative  and
     regulatory  initiatives  to  remove  or  relieve  certain  restrictions  on
     commercial  banks. The Company's focus on growth companies also subjects it
     to  direct  competition  from a  group  of  boutiques  that  specialize  in
     providing services to the emerging growth company sector.  Such competition
     could  adversely  affect the Company's  operating  results,  as well as its
     ability to attract and retain highly skilled individuals.

         The  principal  competitive  factors  influencing  our business are its
     professional staff, industry expertise,  client relationships,  and its mix
     of service capabilities.


                                       6
<PAGE>


     COMPANY HISTORY

         The Company was  incorporated  in New York on March 18, 1968.  The firm
     conducted a public relations business and traded in the public market until
     December 1991 when the corporation ceased operations.  The Company remained
     inactive  until  September  1998 when the  corporation  reacquired its good
     standing status with the State of New York. We did not conduct any business
     operations  prior to July 2001,  at which  time we  initiated  our  current
     business.

ITEM 2.  DESCRIPTION OF PROPERTY.

     We currently  utilize on a month to month basis,  at no cost,  office space
from Wien Securities, Corp., an entity controlled by our president and principal
shareholder  (see  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS,  page 30)
located at 525 Washington  Blvd.,  Jersey City, New Jersey 07310.  We anticipate
that for the  foreseeable  future our president and principal  shareholder  will
continue  to  allow  us  to  utilize  this  space,  consisting  of  a  total  of
approximately 2,000 square feet, and that it will be adequate for our operations
through the end of our current fiscal year.

ITEM 3.  LEGAL PROCEEDINGS.

     As of  the  date  hereof,  we  are  not  a  party  to  any  material  legal
proceedings,  and we are not aware of any such claims being contemplated against
us.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended June 30, 2003.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

NO PUBLIC MARKET

     There is currently  no public  market for our Common  Stock.  We are in the
process  of  seeking  to have  our  stock  quoted  for  trading  on  either  the
Over-The-Counter  Bulletin  Board  system  (also known as the OTCBB) or the Pink
Sheets  Electronic  Quotation  Service.  There can be no assurance  that we will
qualify to have our stock  quoted on the OTC  Bulletin  Board  system,  the Pink
Sheets Electronic Quotation System, or any stock exchange or stock market.

     Both  the  Over-The-Counter  Bulletin  Board  system  and the  Pink  Sheets
Electronic  Quotation Service have very minimal listing  requirements imposed on
companies that desire to be listed in their systems.


                                       7
<PAGE>


     The  Over-The-Counter  Bulletin  Board system  requires  that the Company's
stock be  registered  with the  Securities  and  Exchange  Commission,  that the
Company  be  current  with  its  Securities  and  Exchange   Commission  filings
requirements,  have at least one (1) market maker,  and have a Form 15-211(c) on
file with the National  Association  of  Securities  Dealers  (also known as the
NASD). There are no requirements as to stock price, bid and asked quotes, number
of shareholders,  number of shares held by each shareholder, or number of shares
traded.

     The Pink Sheets  Electronic  Quotation  Service requires that the Company's
stock be registered with the Securities and Exchange  Commission,  have at least
one (1)  market  maker,  and have a Form  15-211(c)  on file  with the  National
Association of Securities  Dealers (also known as the NASD).  The Pink Sheets do
not have any  minimum  requirements  as to stock  price,  bid and asked  quotes,
number of shareholders,  number of shares held by each shareholder, or number of
shares traded.

Common Stock

     The Company's  certificate of incorporation  provides for the authorization
of  5,000,000  shares of Common  Stock,  $0.01 par value.  As of June 30,  2003,
2,997,000 shares of Common Stock were issued and 2,989,636  outstanding,  all of
which are fully paid and non-assessable.

HOLDERS

     As of June 30, 2003, there were 185 shareholders of record.

DIVIDEND POLICY

     We have not declared or paid any cash  dividends on our common stock and do
not anticipate paying dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

     In February 2003,  50,000 shares of common stock were issued to Mr. Charles
Shrebnik as a finders fee relating to the  introduction of our Company to United
International.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

     We recognize  income from consulting and investment  banking from contracts
entered  into  with our  clients.  The  income is  recorded  when  services  are
rendered.  In instances where we receive securities in lieu of cash, the revenue
is recognized at the value of the services  rendered based on similar  contracts
that we have with our other clients.


                                       8
<PAGE>


VALUATION OF INVESTMENTS

     Investments are valued at fair value.  Securities for which a public market
exist  are  valued  at  quoted  market  prices at the  balance  sheet  date.  In
establishing the fair value of the non-publicly  traded securities,  we consider
the financial  condition and operating results of the portfolio  companies,  the
nature of the investment, the price of subsequent rounds of financing, and other
factors that we deem appropriate. The fair value of such investments is taken to
be  cost  unless  we  determine  that  such  valuation  is  no  longer  fair  or
appropriate.  Certain  of  the  companies  have  had  acquisition  transactions,
liquidity  events,  subsequent  rounds of financing,  lack of viability or other
events that could affect the ultimate realization of the investment.  Because of
the  inherent  uncertainty  of  valuation,  these  estimated  values  may differ
significantly  from the values that would have been used had a ready  market for
the  non-publicly  traded  securities  existed,  and the  differences  could  be
material.

CONSOLIDATION WITH JOINT VENTURE

     Transactions completed through our joint venture with United are treated as
occurring in a separate  legal entity and presented on a  consolidated  basis in
our  financial  statements.   All  significant  inter-company  transactions  and
balances are eliminated in consolidation.

GENERAL

     Our revenue from consulting and investment  banking was $67,000 in 2003 and
$22,037 in 2002, an increase of $44,963 or 204%. We entered into  contracts with
10 companies in 2003  compared to 6 in 2002 and  received  securities  valued at
$35,500 in 2003 in lieu of cash payment.

     Interest  and  dividend  income was  $4,086 in 2003 and $3,565 in 2002,  an
increase of $521 or 14%.  The  increase  was due to interest  accrued on our 12%
interest note receivable from Sassoon Financial  Holding,  Inc. for 12 months in
2003 and 2 months in 2002,  a decrease  on interest  earned on our money  market
balances due to lower interest rates and balances on deposits.  Dividend  income
decreased due to the sale of our dividend producing  investment in July of 2002.
We sold an  investment  in 2003,  realizing a net loss of $1,025  compared to an
unrealized gain $1,650 in the prior period.

COSTS AND EXPENSES

     For the years  ended June 30,  2003 and 2002,  our  expenses  increased  to
$62,269 in 2003 from $60,693 in 2002. This represents an increase of $1,576,  or
approximately 3%. This increase was due primarily to an increase in professional
fees of $22,358, offset by a decrease in consulting fees paid in connection with
our SEC filings of $13,500, and a decrease in payment of office rental of $8,374
in 2002 to a non-affiliated  third party. The minority interest in joint venture
earnings  expense  increased to $29,750 in 2003 from $4,365 in 2002, an increase
of $25,385, due to the increase in business in the joint venture.

     Overall, our losses decreased to $21,958 in 2003 from $37,806 in 2002. This
represents a decrease of $15,848, or approximately 42%.


                                       9
<PAGE>


     As a result of our  principal  shareholder  allowing the Company to utilize
office space at no cost we did not have any rent expense during fiscal 2003, see
DISCRIPTION OF PROPERTY, page7). Additionally,  both our president and executive
vice president agreed not to take any salary until cash flow permits.

PLAN OF OPERATION

     During  the next 12  months  we  intend to  continue  to  develop  our core
business  of  providing  corporate  financial  advisory  services  to small  and
emerging  companies  that  require  advisory  services to continue  their growth
within  their  respective  industry.  We  primarily  will  continue  to focus on
business in the manufacturing,  retail,  music & entertainment,  and health care
industries.  As  stated  earlier,  these  services  include:  general  corporate
finance,  merger  and  acquisition  advisory  services,  consulting  on  overall
corporate   strategy,    facilitating   asset-based   lending,   and   arranging
equipment-leasing contracts.

     Within  the next few  months we intend to apply for a listing of our common
stock on either the  Over-The-Counter  Bulletin  Board System or the Pink Sheets
Electronic  Quotation  Service.  As stated  earlier,  both the  Over-The-Counter
Bulletin  Board  System and the Pink Sheets  Electronic  Quotation  Service have
certain listing requirements.  There can be no assurance that we will be able to
meet these requirements for listing,  or be successful in our efforts to get the
Company's common stock listed on any alternative exchange.

     We will also work to  further  develop a network of  relationships  through
which potential  clients are  introduced.  This network is currently the primary
resource for originating  business. To further expand our client base we intend,
as soon as financial  resources  permit,  to commence a marketing  campaign that
involves print advertisements in targeted trade publications.

     We also intend to seek potential business  opportunities with a view toward
enhancing  stockholder  value. Such  opportunities  might include  acquisitions,
mergers,  joint ventures or other transactions,  whether in related or unrelated
businesses. Currently we have no written or oral agreement, plan, arrangement or
understanding to enter into any such transaction.

EMPLOYEES

     Currently we only have two  employees.  They are Mr.  Stephen S. Wien,  the
Company's  President,  and, Mr. Alan D. Hirsch,  the  Company's  Executive  Vice
President. Messrs. Wien and Hirsch work on a part time basis for the Company and
to date,  have not received any  compensation.  They are also the only employees
working for the joint venture,  again,  part time and without  compensation thus
far. In the event that cash flow from  operations is  insufficient to permit the
hiring of additional  employees,  then the Company's officers and directors will
continue to operate the Company for no  compensation  and they will not hire any
employees.  Should cash flow from operations be sufficient,  we intend to employ
additional professional and administrative staff.


                                       10
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     On June 30, 2003, we had $110,970 in cash and cash equivalents, and on June
30, 2002, we had $111,815 in cash and cash equivalents. We expect that cash from
operations will be sufficient to satisfy our budgeted cash  requirements  for at
least the next 12 months, provided that we meet revenue expectations.


                                       11
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS.









                                WIEN GROUP, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2003



                                       12
<PAGE>



Board of Directors and Stockholders
Wien Group, Inc.
Jersey City, New Jersey

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying  consolidated balance sheet of Wien Group, Inc.
and consolidated joint venture as of June 30, 2003, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
year then ended. These consolidated  financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Wien Group, Inc. and
consolidated  joint  venture  as of June  30,  2003,  and the  results  of their
operations  and their  cash  flows for the year then  ended in  conformity  with
accounting principles generally accepted in the United States of America.




/s/ Hays & Company LLP
September 24, 2003
New York, New York


                                       13
<PAGE>



Board of Directors and Stockholders
Wien Group, Inc.
Jersey City, New Jersey

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying consolidated statements of operations,  changes
in  stockholders'  equity and cash flows of Wien Group,  Inc.  and  consolidated
joint  venture for the year ended June 30, 2002.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
Wien Group, Inc. and consolidated joint venture for the year ended June 30, 2002
in conformity with accounting principles generally accepted in the United States
of America.




/s/ Lilling & Company LLP
August 8, 2002
Great Neck, New York


                                       14
<PAGE>


WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

CONSOLIDATED BALANCE SHEET
JUNE 30, 2003

--------------------------------------------------------------------------------



ASSETS

Cash and cash equivalents ....................................        $ 110,970
Interest receivable ..........................................            3,378
Securities, available for sale, at market value ..............           33,000
Notes receivable, related party ..............................           25,000
                                                                      ---------

                                                                      $ 172,348
                                                                      =========


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Loans payable, related party .................................        $  30,000
Accrued expenses .............................................           26,566
                                                                      ---------
                                                                         56,566
                                                                      ---------

MINORITY INTEREST ............................................           16,500
                                                                      ---------

STOCKHOLDERS' EQUITY

Common stock; $0.01 par value, 5,000,000 shares
  authorized, 2,997,000 shares issued and
  2,989,636 shares outstanding ...............................           29,970
Additional paid in capital ...................................          168,030
Accumulated deficit ..........................................          (98,718)
Treasury stock, 7,364 shares, at cost ........................             --
                                                                      ---------
                                                                         99,282
                                                                      ---------

                                                                      $ 172,348
                                                                      =========



SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       15
<PAGE>


WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30,

--------------------------------------------------------------------------------



                                                        2003            2002
                                                    -----------     -----------

REVENUE

Fee income .....................................    $    67,000     $    22,037
Interest and dividend income ...................          4,086           3,565
Realized (loss) gain ...........................         (1,025)          1,650
                                                    -----------     -----------
                                                         70,061          27,252
                                                    -----------     -----------

EXPENSES

Consulting fees ................................         11,500          25,000
Legal and accounting fees ......................         41,663          19,305
Transfer agent fees ............................          4,584           4,977
Occupancy ......................................           --             8,374
Other expenses .................................          4,522           3,037
                                                    -----------     -----------
                                                         62,269          60,693
                                                    -----------     -----------

Income (loss) before minority interest in
  joint venture earnings .......................          7,792         (33,441)

Minority interest in joint venture earnings ....        (29,750)         (4,365)
                                                    -----------     -----------

Net loss .......................................    $   (21,958)    $   (37,806)
                                                    ===========     ===========

Basic and diluted net loss per share ...........    $     (0.01)    $     (0.01)
                                                    ===========     ===========

Weighted average number of shares
  outstanding ..................................      2,958,266       2,939,252
                                                    ===========     ===========



SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       16
<PAGE>


<TABLE>
WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2002 AND 2003

--------------------------------------------------------------------------------



<CAPTION>

                             COMMON STOCK                                     TREASURY STOCK
                         ---------------------                            --------------------
                                                  PAID IN   ACCUMULATED
                           SHARES      AMOUNT     CAPITAL     DEFICIT      SHARES      AMOUNT      TOTAL
                         ---------   ---------   ---------   ---------    ---------   --------   ---------

<S>                      <C>         <C>         <C>         <C>              <C>     <C>        <C>
BALANCE-JULY 1, 2001 .   2,937,000   $  29,370   $ 162,630   $ (38,954)       7,364   $   --     $ 153,046

Issuance of common
  stock for services .      10,000         100         900        --           --         --         1,000

Net loss .............        --          --          --       (37,806)        --         --       (37,806)
                         ---------   ---------   ---------   ---------    ---------   --------   ---------

BALANCE- JUNE 30, 2002   2,947,000      29,470     163,530     (76,760)       7,364       --       116,240

Issuance of common
  stock for services .      50,000         500       4,500        --           --         --         5,000

Net loss .............        --          --          --       (21,958)        --         --       (21,958)
                         ---------   ---------   ---------   ---------    ---------   --------   ---------

BALANCE- JUNE 30, 2003   2,997,000   $  29,970   $ 168,030   $ (98,718)       7,364   $   --     $  99,282
                         =========   =========   =========   =========    =========   ========   =========
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       17
<PAGE>


WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30,

--------------------------------------------------------------------------------

                                                          2003           2002
                                                       ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss .........................................     $ (21,958)     $ (37,806)
                                                       ---------      ---------
Adjustments to reconcile net loss to net
  cash provided by (used in) operating
  activities
Securities received for services, net ............       (33,000)          --
Stock compensation ...............................         5,000          1,000
Realized loss (gain) .............................         1,025         (1,650)
Minority interest in joint venture ...............        29,750          4,365
Decrease (increase) in accounts receivable .......         2,000         (2,000)
Increase in interest receivable ..................        (3,378)          --
Increase (decrease) in accrued expenses ..........        22,066         (5,435)
                                                       ---------      ---------

Total adjustments ................................        23,463         (3,720)
                                                       ---------      ---------

NET CASH PROVIDED BY (USED IN) OPERATING
  ACTIVITIES .....................................         1,505        (41,526)
                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in note receivable, related
  party ..........................................          --          (25,000)
Proceeds from sale of securities .................        10,900           --
                                                       ---------      ---------

NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES .....................................        10,900        (25,000)
                                                       ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES

Joint venture distributions ......................       (13,250)        (4,365)
                                                       ---------      ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS ........          (845)       (70,891)

CASH AND CASH EQUIVALENTS - BEGINNING OF
  YEAR ...........................................       111,815        182,706
                                                       ---------      ---------

CASH AND CASH EQUIVALENTS - END OF YEAR ..........     $ 110,970      $ 111,815
                                                       =========      =========

Supplemental disclosure of cash flow
  information:
  Cash paid during the periods for:
    Income taxes .................................     $     234      $    --
                                                       =========      =========


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       18
<PAGE>


WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
--------------------------------------------------------------------------------

1.       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         Wien Group,  Inc. (the  "Company") was originally  incorporated  in New
         York in 1968 and became known as Wien Group,  Inc. in 1974. The Company
         conducted a public  relations  business and traded in the public market
         until December 1991 when the corporation ceased operations. The Company
         remained inactive until September 1998 when the corporation  reacquired
         its good  standing  status with the State of New York.  The Company did
         not conduct any  business  through  July 2001,  when it  initiated  its
         current business.

         The Company provides corporate financial advisory services to small and
         emerging  companies  that require  advisory  services to continue their
         growth within their respective industry.  The Company primarily focuses
         on the manufacturing,  retail,  music & entertainment,  and health care
         industries.  These services include:  general corporate finance, merger
         and  acquisition  advisory  services,  consulting on overall  corporate
         strategy,    facilitating    asset-based    lending,    and   arranging
         equipment-leasing contracts. The Company considers all of its corporate
         financial advisory services as operations in a single segment.

         The  Company  and  its  joint  venture  partner  United   Institutional
         Investors,  Inc.  ("United") have developed a network of  relationships
         through  which  potential  clients  are  introduced.  This  network  is
         currently the primary  resource for  originating  business.  To further
         expand  our  client  base we  intend,  as soon as  financial  resources
         permit,   to  commence  a  marketing   campaign  that  involves   print
         advertisements in targeted trade publications.

         USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from those estimates.


                                       19
<PAGE>


WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
--------------------------------------------------------------------------------

         PRINCIPLES OF CONSOLIDATION

         The  consolidated  financial  statements  include the  accounts of Wien
         Group, Inc. and United, its consolidated joint venture. All significant
         inter-company transactions have been eliminated in consolidation.

         CASH AND CASH EQUIVALENTS

         The Company  considers  all highly  liquid  investments  with  original
         maturities   when  purchased  of  three  months  or  less  to  be  cash
         equivalents. At times, such balances may exceed insured limits.

         SECURITIES

         Securities,  which are classified as "available for sale", are recorded
         at fair value.  Unrealized  gains or losses are  recorded net of income
         taxes  as   accumulated   other   comprehensive   income   or  loss  in
         shareholders' equity,  whereas realized gains and losses are recognized
         in the Company's statements of operations using the first-in, first-out
         method.

         Securities  for which a public market exist are valued at quoted market
         prices at the balance sheet date. In establishing the fair value of the
         non-publicly  traded  securities,  the Company takes into consideration
         the  financial  condition  and  operating  results of the company,  the
         nature of the investment,  the price of subsequent rounds of financing,
         and  other  factors  the  Company  deems  appropriate.  Certain  of the
         companies  have  had  acquisition   transactions,   liquidity   events,
         subsequent rounds of financing,  lack of viability or other events that
         could affect the ultimate realization of the investment. Because of the
         inherent  uncertainty of valuation,  these estimated  values may differ
         significantly  from the  values  that  would have been used had a ready
         market  for  the  nonpublicly  traded  securities   existed,   and  the
         differences could be material.

         INCOME TAXES

         The Company  accounts  for deferred  income  taxes using the  liability
         method. The liability method requires the determination of deferred tax
         assets and liabilities  based on the differences  between the financial
         statements  and  income  tax bases of  assets  and  liabilities,  using
         enacted  tax rates and laws  currently  in  effect.  Additionally,  net
         deferred tax assets are adjusted by a valuation allowance, if, based on
         the weight of available evidence,  it is uncertain that some portion or
         all of the net deferred tax assets will not be realized.


                                       20
<PAGE>


WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
--------------------------------------------------------------------------------

         REVENUE RECOGNITION

         Fee income from financial  advisory  services is recorded when services
         are provided.  Securities received as payment for services are recorded
         at  either  the  value of the  services  rendered  or the  value of the
         securities received, which ever is more readily determinable.

         SIGNIFICANT CREDIT RISK

         Cash balances and securities are held by brokerage companies located in
         New York City and New Jersey. Such amounts may exceed insured limits.

         BASIC AND DILUTED EARNINGS PER COMMON SHARE

         The Company displays earnings per share in a dual presentation of basic
         and diluted  earnings per share.  Basic  earnings per share includes no
         dilution  and is computed by dividing  net income or loss  available to
         common  shareholders  by the weighted  average  number of common shares
         outstanding  for the period.  Diluted  earnings per share  includes the
         potential dilution that could occur if securities or other contracts to
         issue common stock were exercised or converted into common stock.

         At June 30, 2003 the Company did not have any common stock equivalents,
         and therefore, basic and diluted earnings per share are identical.

         RECLASSIFICATIONS

         Certain   reclassifications   have  been  made  to  the  prior   year's
         consolidated   financial   statements  to  conform  with  current  year
         classifications.

2.       SECURITIES

         Securities owned consist of publicly and non-publicly traded securities
         which are  subject to  certain  selling  restrictions.  During the year
         ended June 30, 2003,  the Company sold its  investment in Aberdeen Asia
         Pacific  Prime  Income Fund for $10,900,  which  resulted in a realized
         loss of $1,025.  Securities  received  for services are valued at cost,
         which in management's  opinion  approximates  fair value due to lack of
         marketability and selling restrictions.  During the year ended June 30,
         2003, the Company received  securities valued at $35,500 as payment for
         consulting  services  and  paid a  consultant  with  securities  valued
         $2,500.


                                       21
<PAGE>


WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
--------------------------------------------------------------------------------

         Securities,  available  for sale consist of the  following at  June 30,
         2003:

         Shares

          50,000  Security Intelligence                        $  5,000
         200,000  GSI Technologies USA Inc.                       5,500
           7,500  IWT Testoro Corp.                               7,500
          25,000  Health Re-Nu                                   15,000
         100,000  Bio Defense Corporation                           -
                                                              ---------
                                                               $ 33,000

3.       NOTES RECEIVABLE, RELATED PARTY

         In May 2002, the Company loaned $25,000 to Sassoon Financial  Holdings,
         Inc. The note was originally due July 14, 2002 with interest at 12% per
         annum. The note was subsequently extended through September 30, 2003 at
         the same rate of interest.  The Company's executive vice president is a
         director of Sassoon.

4.       LOANS PAYABLE, RELATED PARTY

         On June 22, 1999, the Company borrowed $5,000; and on October 26, 1999,
         the Company borrowed an additional $25,000 from Wien Securities,  Inc.,
         an entity in which the Company's president and principle shareholder is
         an officer and director.  Under the terms of the promissory  notes, the
         Company pays no interest on the outstanding balances. The notes are due
         and payable on December 31, 2003. (See note 8)

5.       COMMON STOCK TRANSACTIONS

         In February  2003, the Company issued 50,000 shares of its common stock
         to an unrelated  entity as a finder's fee relating to the  introduction
         to United.  In  connection  with this  issuance,  the Company  recorded
         $5,000 as  consulting  fee  expense,  the  estimated  fair value of the
         services  provided,  in  the  accompanying  consolidated  statement  of
         operations for the year ended June 30, 2003.

         In July 2001,  the Company  issued 10,000 shares of its common stock as
         compensation for consulting services rendered.  In connection with this
         issuance,  the Company  recorded $1,000 as consulting fee expense,  the
         estimated  fair value of the  services  provided,  in the  accompanying
         consolidated statement of operations for the year ended June 30, 2002.


                                       22
<PAGE>


WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
--------------------------------------------------------------------------------

6.       INCOME TAXES

         The  Company  has  net  operating  losses  for  tax  purposes  totaling
         approximately  $98,000 at June 30,  2003 that are  available  to offset
         future  taxable  income and  expire in years  commencing  in 2021.  The
         Company does not have any current income tax expense due to its taxable
         loss for the year.

         Deferred income taxes consist of the following for the years ended June
         30:

                                                  2003           2002
                                                --------      --------

         Deferred income tax benefit ......     $  5,100      $ 11,700
         Valuation allowance ..............       (5,100)      (11,700)
                                                --------      --------
         Net deferred tax benefit .........     $   --        $   --
                                                ========      ========

         Deferred tax assets consist of the following at June 30, 2003:


         Deferred tax asset - beginning of year ........      $ 19,400
         Deferred income tax benefit ...................         5,100
         Valuation allowance ...........................       (24,500)
                                                              --------
         Deferred tax asset - end of year ..............      $   --
                                                              ========

         The  Company  has   provided  for a  full  valuation  allowance  on the
         deferred tax asset due to the uncertainty of its realization.

7.       RELATED PARTY TRANSACTIONS

         On July 1, 2001 the Company entered into a joint venture agreement with
         United,  an entity  controlled  by our  executive  vice  president  and
         director.  Under  the terms of the  agreement,  the  Company  will work
         jointly,  on a  non-exclusive  basis,  with United to provide  advisory
         services to small and emerging growth companies. These services include
         corporate finance, merger and acquisition advisory services, consulting
         on overall corporate strategy,  and facilitating  asset-based  lending.
         Under  the  terms of the  agreement,  the  Company  will pay 50% of the
         expenses  incurred by the joint  venture and will share  equally in all
         revenues derived by the joint venture.  The agreement gives the Company
         full,  exclusive  and  complete  discretion  in the  management  of the
         business of United,  therefore,  the consolidated  financial statements
         include the accounts of Wien Group, Inc. and United.


                                       23
<PAGE>


WIEN GROUP, INC. AND CONSOLIDATED JOINT VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
--------------------------------------------------------------------------------

         A director  of the Company  owns a  controlling  interest in  Advantage
         Mergers and Acquisitions, Inc. The Company paid $25,000 to this company
         during  the year  ended  June 30,  2002 for  consulting  related to the
         filing of its  registration  statement with the Securities and Exchange
         Commission

         The Company's  offices are provided  without rent by an entity which is
         owned  and   controlled  by  the  Company's   president  and  principal
         shareholder.

8.       SUBSEQUENT EVENT

         On July 30,  2003,  the Company  and Wien  Securities,  Inc.  agreed to
         settle its $30,000 loan in exchange for 150,000 shares of the Company's
         common stock.


                                       24
<PAGE>


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

     On July 31, 2003, Registrant's independent  accountants,  Lilling & Company
LLP of Great Neck, New York  ("Lilling")  determined that it no longer wanted to
be an  independent  auditor  for any public  companies  and  informed  us of its
resignation as our independent auditor.

     Our Board of  Directors  approved  the  resignation  of Lilling on July 31,
2003.  During the fiscal  year  ended  June 30,  2002 and during the  subsequent
interim period through July 31, 2003, there were no  disagreements  with Lilling
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure or auditing scope or procedures  which  disagreements if not resolved
to the satisfaction of Lilling would have caused them to make reference  thereto
in their report on the financial statements for such years.

     Simultaneously with the dismissal of our former auditors, we engaged Hays &
Company,  LLP ("Hays") as our independent public auditors,  replacing our former
auditor, Lilling. Our Board of Directors approved the appointment of Hays as our
independent  accountants  and auditors on July 31, 2003.  During the most recent
fiscal year and  subsequent  interim  period,  we have not  consulted  with Hays
regarding (i) either the  application  of  accounting  principles to a specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be  rendered  on its  financial  statements,  or (ii) any matter  that was
either the subject of  disagreement  on any matter of  accounting  principles or
practices,  financial statement  disclosure or auditing scope or procedures or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

ITEM 8A. CONTROLS AND PROCEDURES.

     The  principal  executive  officer and principal  financial  officer of the
Company,  who are the same person ("the Certifying Officer") with the assistance
of advisors,  evaluated  the  effectiveness  of the design and  operation of the
Company's   disclosure   controls   and   procedures   (as  defined  in  section
240.13a-14(c) and 240.15d-14(c)  under the Exchange Act) within 90 days prior to
the filing of this annual  report.  Based upon the  evaluation,  the  Certifying
Officer  concludes  that the Company's  disclosure  controls and  procedures are
effective in timely alerting management to material  information relative to the
Company which is required to be disclosed in its periodic filings with the SEC.

     There were no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation,  including  any  corrective  actions  with  regard to
significant deficiencies and material weaknesses.


                                       25
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     Directors are elected in accordance with our bylaws to serve until the next
annual  stockholders  meeting. We do not currently pay compensation to directors
for services in that capacity.

     Officers are elected by the board of directors  and hold office until their
successors are chosen and  qualified,  until their death or until they resign or
have been removed from office. All corporate officers serve at the discretion of
the board of directors.  There are no family relationships  between any director
or executive officer and any other director or executive officer of the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive  officers,  and persons who beneficially own more than ten percent
of a  registered  class of our  equity  securities  (referred  to as  "reporting
persons"),  to file with the Securities and Exchange  Commission initial reports
of  ownership  and  reports of changes in  ownership  of common  stock and other
equity  securities of the Company.  Reporting persons are required by Commission
regulations  to furnish us with copies of all Section  16(a) forms they file. On
June 19, 2003, Stephen Wien, Edith Wien,  Margaret Chou, and William Ryder filed
Form 3 Initial  Statement of Beneficial  Ownership of Securities  forms with the
Commission.  There were  filed  manually  before  the change in the rules  which
require that all Form 3, 4, and 5 filings  must be done via EDGAR.  On August 1,
2003,  following the rule change regarding filing,  Alan Hirsch filed his Form 3
with the Commission via EDGAR.

                                   MANAGEMENT

     The  following  table sets forth the current  officers and directors of the
Company:

     Name                       Age          Position
     ----                       ---          --------

     Stephen S. Wien            65           President, Chief Executive Officer,
                                               Chief Financial Officer,
                                               and Chairman

     Alan D. Hirsch             43           Executive Vice President and
                                               Director

     William Ryder              46           Vice President and Secretary

     Margaret Chou              50           Vice President and Treasurer

     Buddy Young                68           Director


                                       26
<PAGE>


STEPHEN S. WIEN

     Since  1974 Mr.  Wien has  served  as our  chairman,  president,  and chief
executive  officer.  He is also our  principal  shareholder.  In addition to his
duties at the Company,  he currently  serves as Executive Vice President,  and a
director  of Wien  Securities  Corp.,  a NASD  broker-dealer.  He has held these
positions  at Wien  Securities  since  1984.  Mr.  Wien serves as an officer and
director of both  companies.  Mr. Wien serves as an officer and director of both
companies,  thereby  creating a situation  where the  companies are under common
control.  Further, the companies share offices space and there are loans between
the companies.  Other than the limited  association  created by these instances,
there is no other  connection or affiliation  between the two companies.  In the
future,  Mr.  Wien  and the  companies  will  make  every  effort  to  keep  the
affiliation  limited and will use their best  efforts to reduce the  interaction
between the two companies and such affiliation. For more than 40 years, Mr. Wien
has worked in the securities industry as a trader and manager. During that time,
he  served  on the NASD  Board  of  Governors,  the  District  Business  Conduct
Committee for District No. 12 (New York),  the District  Arbitration  Committee,
and the  NASD's  Nominating  Committee  for  the  National  Securities  Clearing
Corporation.  He has  also  held  the  position  of  president  of the New  York
Securities Dealers Association and treasurer of the Security Traders Association
of New York.  Additionally,  he has acted as an advisor to a number of companies
in regard to the  raising  of equity  capital,  mergers  and  acquisitions,  the
development of business plans, and overall corporate strategy.

     In July 1982,  the Securities and Exchange  Commission  (the  "Commission")
issued "Findings and Order Imposing Remedial/Sanctions" (the "Order"). The Order
was issued following the  Commission's  finding that Mr. Wien failed to properly
monitor and maintain the minimum net capital requirements for M.S. Wien & Co. of
which he was a principal.  Pursuant to the Order,  Mr. Wien was  suspended  from
participating  in the  securities  industry  for 30 days and  barred  from being
associated in a supervisory  or proprietary  capacity with any other  securities
dealer for two years. Following the 30-day suspension, Mr. Wien returned to work
in the  securities  business.  However,  he was still  subject  to a  "statutory
disqualification."   In  December  1986,  the  Commission   granted  Mr.  Wien's
Application  for Relief  from a  Statutory  Disqualification,  and Mr.  Wien was
permitted to associate with Wien Securities, Inc., as a registered principal. In
August 1989,  the  Commission  issued a letter  permitting Mr. Wien to associate
with Wien Securities  Corporation in a proprietary capacity,  subject to certain
restrictions.

     Mr.  Wien  currently  serves on the board of  directors  of the Bone Marrow
Foundation,  is a past member of the board of directors  of Montammy  Golf Club,
and a former trustee of the Ft. Lee Jewish Community Center.

ALAN D. HIRSCH

     Mr.  Hirsch  joined us as our  executive  vice  president and a director on
October 15, 2001. In addition to his duties at the Company, Mr. Hirsch serves as
president of United Institutional  Investments,  Inc. (see CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, page 30). He has extensive experience as an investment
banker  specializing in private and public middle market growth companies,  as a
savings and mortgage banker.  From 1980 to 1989, Mr.


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<PAGE>


Hirsch worked in commercial  banking as a lending  officer.  In 1986, Mr. Hirsch
joined The Savings Bank of Rockland  County and was  appointed  president of the
bank's commercial lending  subsidiary,  First American  Mortgage.  He was also a
director.  From 1989 to 1993, Mr. Hirsch was an investment  and merchant  banker
specializing in the public  small-cap  arena.  From 1993 to 1997, Mr. Hirsch was
co-founder  and president of Gigwear  Company,  Inc.  Gigwear,  a theme retailer
specializing in rock-and-roll  memorabilia,  licensed apparel, and collectibles.
In 1998,  he formed  United  Institutional  Investments,  Inc.  Located  on Wall
Street, United works with small and emerging companies.  Mr. Hirsch received his
B.A.  from the  University of Oklahoma and pursued  graduate  studies at the New
School for Social  Research in New York.  His  specialized  studies  include the
School of Mortgage Banking and New York University Real Estate School.  He lives
in New Jersey with his wife and three sons.

WILLIAM RYDER

     Since  September  1998,  William  Ryder has served as a vice  president and
secretary of the  Corporation.  He began his  securities  career in 1985 at E.F.
Hutton & Co. Later,  Mr. Ryder joined the staff of Citibank where he worked in a
number  of  areas  within  the  bank's  financial  institutions  and  securities
divisions.  After leaving  Citibank,  Mr. Ryder worked for several  national and
regional  broker-dealers as a staff attorney and compliance officer. He has been
responsible for managing and supervising all regulatory,  legal,  and compliance
department   activities,   including,   but  not  limited   to,  new   accounts,
registration,   surveillance,   internal  audit,  annual  compliance   meetings,
regulatory  review,  customer  complaints,  and  arbitrations.   Mr.  Ryder  has
supervised the sales and trading  activities of up to 100 sales  representatives
and traders.  Mr. Ryder is an  attorney,  admitted to practice in New York,  New
Jersey, and Connecticut,  and holds the following qualification licenses: Series
7, General  Securities  Representative;  Series 63,  Uniform  Securities  Agent;
Series  24,  General  Securities  Principal;  Series  53,  Municipal  Securities
Principal; Series 55, Equities Trader; and Series 4, Options Principal.

MARGARET CHOU

     Ms. Chou has served as vice president and treasurer  since  September 1998.
She  is an  experienced  financial  executive  having  held  various  management
positions in the financial  industry.  In addition to her duties at our company,
Ms. Chou is currently the chief financial principal at Wien Securities Corp. She
has held that  position  since  1984.  From  1980 to 1984,  Ms.  Chou  served as
assistant to the controller at Wien Securities.

     Educated in Taipei, Taiwan, she received a Bachelor of Arts in English from
Soochow University in Taipei and a Master of Business  Administration from Seton
Hall  University,  South Orange,  New Jersey.  Additionally,  Ms. Chou is a NASD
licensed Series 7, General Securities Representative, and a Series 27, Financial
Principal.


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<PAGE>


BUDDY YOUNG

     Appointed  to the board of  directors  on December 3, 2001,  Mr.  Young has
served  during the past 17 years as  president,  chief  executive  officer,  and
chairman of the board of  directors  of a number of publicly  traded  companies.
Since  August  1996,  he has also been  engaged in a privately  owned merger and
acquisition  business that does business under the name of Advantage Mergers and
Acquisitions.  From August 1998 until  February  2002,  he served as  president,
chief executive officer,  and a director of Sporting Magic, Inc. From 1992 until
July  1996,  he  served  as  president  and  chief  executive  officer  of  Bexy
Communications,  Inc. Both  Sporting  Magic's and Bexy's stock was traded on the
OTC Bulletin  Board system.  From June 1983 until  December  1991, Mr. Young was
president,  chief executive officer, and a director of Color Systems Technology,
Inc., a publicly held company whose stock traded on the American Stock Exchange.
Color  Systems'  major line of  business  was the use of its  patented  computer
process for the conversion of black and white motion pictures to color. Prior to
joining  Color  Systems,  Mr. Young served from 1965 to 1975 as director of West
Coast  advertising  and publicity for United Artists  Corporation;  from 1975 to
1976, as director of worldwide  advertising and publicity for Columbia  Pictures
Corp.;  from  1976 to 1979,  as vice  president  of  worldwide  advertising  and
publicity  for  MCA/Universal  Pictures,  Inc.;  and  from  1981 to  1982,  as a
principal  in the motion  picture  consulting  firm of Powell & Young.  For over
twenty-five  years, Mr. Young has been an active member of The Academy of Motion
Picture  Arts  and  Sciences  and  has  served  on  a  number  of  industry-wide
committees.

TERMS OF OFFICER AND DIRECTORS:

     Directors   are  elected  to  serve  until  the  next  annual   meeting  of
shareholders or until their respective successors are elected and qualified. The
executive  officers  of the  Company  are  elected  by the  Company's  Board  of
Directors.  Each executive  officer will hold office until his successor is duly
elected and qualified, until his resignation or until he shall be removed in the
manner provided by in the Company's By-Laws.

AUDIT COMMITTEE

     Our Audit Committee consists of Stephen S. Wien,  Margaret Chou and William
Ryder. Ms. Chou is our designated financial person. Ms. Chou has a great deal of
experience with accounting and finance,  including holding the position of Chief
Financial Officer for Wien Securities Corp. since 1984.

ITEM 10.  EXECUTIVE COMPENSATION.

     As a result of our current  limited  available cash, no officer or director
of the Company received compensation during the fiscal year ended June 30, 2003.
We intend  to pay  salaries  when cash flow  permits.  No  officer  or  director
received  stock options or other  non-cash  compensation  during the fiscal year
ended June 30, 2003. We currently have no employment  agreement with any officer
of the Company.


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<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  certain   information   concerning  the
beneficial  ownership of the Company's  outstanding  Common Stock as of June 30,
2003,  by  each  person  known  by us to own  beneficially  more  than 5% of the
outstanding  Common  Stock,  by each of our  directors  and by all directors and
officers of as a group.  Unless otherwise  indicated below, to our knowledge all
persons listed below have sole voting and investment power with respect to their
shares of Common Stock except to the extent that  authority is shared by spouses
under  applicable  law.  Unless  otherwise   indicated,   the  address  of  each
stockholder  listed in the table is 525 Washington  Boulevard,  Jersey City, New
Jersey 07310

                                                                 Percentage of
                                       Number of                 Class Owned
Name                                 Shares Owned               Before Offering
----                                 ------------               ---------------

Margaret Chou                             15,000                     0.51%

Alan Hirsch                                    0                     0%

William P. Ryder                          20,000                     0.68%

Edith Wien (1)                           500,000                    16.89%

Stephen S. Wien                        1,147,885                    38.80%

Buddy Young                               20,000                     0.68%
17337 Ventura Blvd.
Encino, CA 91316

All officers and directors
as a group (5 persons)                 1,702,885                    57.56%
---------------
(1)  Edith Wien is the wife of Stephen S. Wien,  our  Chairman,  President,  and
     Chief Executive Officer.  She is considered an affiliate and her shares are
     included  in the  calculation  of the  shares  owned by "all  officers  and
     directors."

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On June 22, 1999, we borrowed $5,000;  and on October 26, 1999, we borrowed
$25,000  from Wien  Securities,  Inc.,  an entity  in which  our  president  and
principle  shareholder  is an  officer  and  director.  Under  the  terms of the
promissory notes, we pay no interest.  The notes are due and payable on December
31, 2003.  On July 30, 2003,  the Company and Wien  Securities,  Inc.  agreed to
settle its $30,000 loan in exchange for 150,000  shares of the Company's  common
stock.

     As stated  earlier,  we utilize  office  space,  at no cost,  consisting of
approximately 2,000 square feet from Wien Securities, Inc., an entity controlled
by our president and principle shareholder.


                                       30
<PAGE>


     On July 1, 2001 we  entered  into a joint  venture  agreement  with  United
Institutional  Investments,  Inc., an entity  controlled  by our executive  vice
president and director, Alan Hirsch (see BUSINESS, page 3).

     Under the terms of the agreement we will work jointly,  on a  non-exclusive
basis,  with United to provide  advisory  services to small and emerging  growth
companies.  These services include,  corporate  finance,  merger and acquisition
advisory services,  consulting on overall corporate  strategy,  and facilitating
asset-based lending.

     Under the terms of the  agreement  we will pay 50 percent  of the  expenses
incurred by the joint venture and will share equally in all revenues  derived by
the joint venture.

     In May 2002, we loaned $25,000 to Sassoon Financial Holdings, Inc. The note
was due July 14,  2002 with  interest  at 12% per annum.  The note was  extended
through  September  30,  2003 at the same rate of  interest.  Alan  Hirsch,  the
Company's  executive  vice president is a director of Sassoon.  The  information
stated herein is current as of September15, 2003.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

     31.1 Certification of CEO Pursuant to Securities  Exchange Act Rules 13a-14
and 15d-14,  as Adopted  Pursuant to Section  302 of the  Sarbanes-Oxley  Act of
2002. 31.2 Certification of CFO Pursuant to Securities Exchange Act Rules 13a-14
and 15d-14,  as Adopted  Pursuant to Section  302 of the  Sarbanes-Oxley  Act of
2002.

     32.1 Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  REPORTS ON FORM 8-K

     We did not file any  reports on Form 8-K during the fiscal  year ended June
30, 2003.


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<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:    October 10, 2003      WIEN GROUP, INC.

                               By:  /s/ Stephen S. Wien
                                    --------------------------------------------
                                    Stephen S. Wien
                                    President, Chief Executive Officer and Chief
                                    Financial Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the date indicated.


Date:    October 10, 2003           /s/ Stephen S. Wien
                                    --------------------------------------------
                                    Stephen S. Wien
                                    President, Chief Executive Officer, Chief
                                    Financial Officer and Director (Principal
                                    Executive, Financial and Accounting Officer)


Date:    October 10, 2003           /s/ Alan Hirsch
                                    --------------------------------------------
                                    Alan Hirsch
                                    Executive Vice President and Director


Date:    October 10, 2003           /s/ Buddy Young
                                    --------------------------------------------
                                    Buddy Young
                                    Director


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