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, 2004

[_]  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                                          30-0127996
-------------------------------                          -------------------
(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 no  revenues  from  operations  during the fiscal year ended
June 30, 2004.

     As of September  17, 2004 the issuer had  3,589,636  shares of common stock
outstanding.

     There currently is no public market for the Company's Stock.

     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........................24
   Item 8A. Controls and Procedure............................................24

PART III

   Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                   Compliance with Section 16(a) of the Exchange Act..........25
   Item 10. Executive Compensation............................................27
   Item 11. Security Ownership of Certain Beneficial Owners and Management....28
   Item 12. Certain Relationships and Related Transactions....................29
   Item 13. Exhibits and Reports on Form 8-K..................................30

SIGNATURES  ..................................................................31



                           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.,  (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.

         Management  has  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  29),  a  company  specializing  in  corporate
     financing.  Until the joint  venture  agreement  was  terminated  by mutual
     consent on March 17, 2004, we worked  jointly,  on a  non-exclusive  basis,
     with United to provide  financial  advisory  services to small and emerging
     growth  companies.  These services which we still provide 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 was treated as a
     subsidiary in our financial  statements.  We have no other  subsidiaries or
     joint ventures.

         During  the joint  venture's  operation,  contracts  were  signed  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


                                       3
<PAGE>


     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
     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. All the above
     mentioned  contracts have expired.  Management is actively  seeking to sign
     new contracts with  companies that require the services we offer.  However,
     there can be no assurance that we will be successful in these attempts.

         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 renegotiation 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.

         Under  the  terms  of  the  contracts  mentioned  above,  we   received
     compensation  in the form of equity,  and in some cases,  a combination  of
     both  cash and  equity.  The  primary  reason  for this is that many of the
     companies  that require our services are in the early stage of  development
     and do not  have  the  financial  resources  to pay  our  fee in  cash.  We
     anticipate  that  this  payment  structure  to  remain  the  same  for  the
     foreseeable future.  The amounts of


                                       4
<PAGE>


     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.

     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  securing  new  clients,  establishing  a  corporate  finance
     department to better serve our clients,  and to expand our presence  within
     the industry through advertising and public relations. 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.
     We review each project, and a fee structure


                                       5
<PAGE>


     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.

     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
consisting of approximately  1,000 square feet from Wien  Securities,  Corp., an
entity  formerly  controlled by our president  and  principal  shareholder  (see
CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS,  page  29)  located  at  525
Washington Blvd., Jersey City, New Jersey 07310. We anticipate moving our office
to another location during fiscal 2005.


                                       6
<PAGE>


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, 2004.

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).  There can be
no  assurance  that we will qualify to have our stock quoted on the OTC Bulletin
Board system, or any stock exchange or stock market.

     The over-the-counter Bulletin Board system has listing requirements imposed
on companies that desire to be listed in their systems.

     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.

COMMON STOCK

     The Company's  certificate of incorporation  provides for the authorization
of  25,000,000  shares of Common  Stock,  $0.01 par value.  As of June 30, 2004,
3,372,000 shares of Common Stock were issued and 3,364,636  outstanding,  all of
which are fully paid and non-assessable.

HOLDERS

     As of June 30, 2004, there were 191 shareholders of record.


                                       7
<PAGE>


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

     The Company  issued  25,000  shares of common stock to  unrelated  entities
during the year ended June 30, 2004 for total proceeds of $5,000.

     In January 2004,  the Company  issued 150,000 shares of its common stock to
consultants for services rendered. As a result, the Company recorded a charge to
operations  in the  amount  of  $30,000.  The  consultants  are  related  to the
Company's President.

     In February  2004, the Company issued 150,000 shares of its common stock to
Wien Securities Corp. as settlement for the notes payable.

     In February 2004, the Company's attorney settled $10,000 of his outstanding
legal fees in exchange for 50,000 shares of the Company's common stock.

     On July 6, 2004,  the Company  issued 200,000 shares of its common stock to
Buddy Young and 25,000  shares to Robert Geber,  directors of Wien Group,  Inc.,
for services  rendered.  As a result, the Company accrued a charge to operations
in the amount of $45,000.

     In February  2003,  the Company issued 50,000 shares of its common stock to
Mr. Charles  Shrebnik,  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.

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.

VALUATION OF INVESTMENTS

     Investments are valued at fair value.  Securities for which a public market
exists  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


                                       8
<PAGE>


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

     For the year ended June 30, 2003,  transactions completed through our joint
venture with United were  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.  The
joint venture agreement was terminated on March 17, 2004.


SELECTED FINANCIAL INFORMATION

                                                    FISCAL YEARS ENDED JUNE 30,
                                                       2004             2003
                                                    ---------         ---------

Statement of Operations Data
Fee income .................................        $    --           $  67,000
Operating (loss) gain ......................        $(149,839)        $ (21,958)
Net loss after taxes .......................        $(149,839)        $ (21,958)

Balance Sheet Data
Total assets ...............................        $  54,558         $ 172,348
Total liabilities ..........................        $  50,615         $  56,566
Stockholder's equity .......................        $   3,943         $  99,282

GENERAL

     Our revenue from  consulting  and  investment  banking was zero in 2004 and
$67,000 in 2003,  a decrease  of $67,000 or 100%.  We did not enter into any new
contracts  in 2004,  compared to entering  into 10 contracts  with  companies in
2003.  The  primary  reason for this  significant  decrease  in revenue  and new
business was the wind down and termination of our joint venture with United, and
the resignation of Alan Hirsch, our Executive Vice President during fiscal 2004.
Management is actively seeking to replace Mr. Hirsch and to obtain new clients.

     Interest  and  dividend  income was  $2,382 in 2004 and  $4,086 in 2003,  a
decrease  of $1,704 or 42%.  The  decrease  was due to our  lower  money  market
balances,  lower  interest rates and the write off of the note  receivable  from
Sassoon. We sold securities in 2004, realizing a net gain of $17,074 compared to
a realized net loss of $1,025 in the prior year.


                                       9
<PAGE>


COSTS AND EXPENSES

     For the years  ended June 30,  2004 and 2003,  our  expenses  increased  to
$185,795 in 2004 from $62,269 in 2003.  This represents an increase of $123,526,
or  approximately  198%.  This  increase  was due  primarily  to an  increase in
professional  fees of $27,584,  an increase in  consulting  fees of $18,500,  an
increase in director fees of $45,000, and the write off of the note and interest
receivable from Sassoon totaling $30,628. The minority interest in joint venture
earnings was zero in 2004 compared to $29,750 in 2003,  and we recognized a gain
of  $16,500  on  the  dissolution  of  the  joint  venture  in  2004  due to the
termination  of the joint venture  agreement and the related  release of any and
all liabilities related to the minority interest.

     Overall,  our losses  increased  to $149,839 in 2004 from  $21,958 in 2003.
This represents an increase of $127,881, or approximately 582%.

     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 2004 and 2003,
see  DESCRIPTION  OF PROPERTY,  page 6).  Additionally,  both our  president and
former  executive  vice  president have 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.  In  order  to  move  forward  with  our  plan  of
operation,   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 to companies with which we have established a business
relationship.

     We are in the  process  of  seeking a listing  of our  common  stock on the
Over-The-Counter  Bulletin  Board System.  The  over-the-counter  Bulletin Board
System has 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.


                                       10
<PAGE>


     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

     At June 30, 2004, we only had one employee,  namely,  Stephen S. Wien,  our
President and Chief Financial Officer. On August 20, 2004, we engaged Ms. Leslie
Ann  Ballard  to serve as the  Corporation's  Secretary.  Both Mr.  Wien and Ms.
Ballard work on a part time basis for the Company and to date, have not received
any compensation. 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 cash compensation and they
will not hire any new employees. Should cash flow from operations be sufficient,
we intend to employ additional  professional and administrative  staff. Until we
are in a position to hire additional employees,  our administrative,  accounting
and legal services are handled by unrelated outside service companies.

LIQUIDITY AND CAPITAL RESOURCES

     On June 30, 2004, we had $47,058 in cash and cash equivalents,  and on June
30, 2003, we had $110,970 in cash and cash equivalents. We expect that cash from
operations  and the funds  provided to us under an agreement  with our President
and  majority  shareholder  to borrow up to $200,000 at 6% interest to cover any
cash shortfall through December 31, 2005, (see CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS,  page  29),  will be  sufficient  to  satisfy  our  budgeted  cash
requirements for at least the next 12 months.  As of August 31, 2004 the Company
has not borrowed any funds under the agreement.


                                       11
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS.


                                WIEN GROUP, INC.

                              FINANCIAL STATEMENTS

                             JUNE 30, 2004 AND 2003

                                                                            PAGE
                                                                            ----
Item 1.  Financial Statements

         Independent Auditors' Report                                         13

         Balance Sheet
            June 30, 2004                                                     14

         Statements of Operations
            Years Ended June 30, 2004 and 2003                                15

         Statement of Changes in Stockholders' Equity
            Years Ended June 30, 2003 and 2004                                16

         Statements of Cash Flows
            Years Ended June 30, 2004 and 2003                                17

         Notes to Financial Statements                                        18


                                       12
<PAGE>


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

INDEPENDENT AUDITOR'S REPORT

We have audited the  accompanying  balance sheet of Wien Group,  Inc. as of June
30, 2004,  and the related  statements of operations,  changes in  stockholders'
equity  and cash  flows for each of the two years in the  period  ended June 30,
2004.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audits in  accordance  with  auditing  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits 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
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Wien Group, Inc. as of June 30,
2004,  and the results of its  operations and its cash flows for each of the two
years in the period ended June 30, 2004 in conformity with accounting principles
generally accepted in the United States of America.




/s/ Hays & Company LLP
September 9, 2004
New York, New York


                                       13
<PAGE>


WIEN GROUP, INC.

BALANCE SHEET
JUNE 30, 2004
--------------------------------------------------------------------------------

                                                                         2004
                                                                      ---------
ASSETS

   Cash and cash equivalents ..................................       $  47,058
   Securities, available for sale, at fair value
                                                                          7,500
                                                                      ---------

                                                                      $  54,558
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

   Accrued expenses ...........................................       $  50,615
                                                                      ---------

STOCKHOLDERS' EQUITY
   Preferred stock, Series A convertible,
     $0.01 par value, 1,000 shares
     authorized, no shares issued .............................            --
   Common stock; $0.01 par value, 25,000,000
     shares authorized, 3,372,000 shares
     issued and 3,364,636 outstanding in 2004,
     2,997,000 shares issued and 2,989,636
     outstanding in 2003 ......................................          33,720
   Additional paid in capital .................................         239,280
   Accumulated deficit ........................................        (248,557)
   Treasury stock, 7,364 shares at cost .......................            --
   Accumulated other comprehensive income (loss) ..............         (20,500)
                                                                      ---------

                                                                          3,943
                                                                      ---------

                                                                      $  54,558
                                                                      =========

--------------------------------------------------------------------------------
See notes to financial statements


                                       14
<PAGE>

WIEN GROUP, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2004 AND 2003
--------------------------------------------------------------------------------

                                                        2004            2003
                                                     -----------    -----------
REVENUE
   Fee income ....................................   $      --      $    67,000
   Interest and dividend income ..................         2,382          4,086
   Realized gain (loss) on sale of securities ....        17,074         (1,025)
                                                     -----------    -----------
                                                          19,456         70,061
                                                     -----------    -----------

EXPENSES
   Legal and accounting fees .....................        69,247         41,663
   Loss on note and accrued interest receivable ..        30,628           --
   Transfer agent fees ...........................         7,449          4,584
   Consulting and directors fees .................        75,000         11,500
   Other expenses ................................         3,471          4,522
                                                     -----------    -----------
                                                         185,795         62,269
                                                     -----------    -----------

(Loss) income before minority interest in joint
   venture earnings and gain on dissolution of
   joint venture .................................      (166,339)         7,792

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

Gain on dissolution of joint venture .............        16,500           --
                                                     -----------    -----------

Net loss .........................................   $  (149,839)   $   (21,958)
                                                     ===========    ===========

Basic and diluted net loss per share .............   $     (0.05)   $     (0.01)
                                                     ===========    ===========

Weighted average number of shares outstanding ....     3,156,211      2,958,266
                                                     ===========    ===========

--------------------------------------------------------------------------------
See notes to financial statements


                                       15
<PAGE>


<TABLE>
WIEN GROUP, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2003 AND 2004
--------------------------------------------------------------------------------
<CAPTION>
                                                                                              ACCUMULATED
                                                                                               OTHER COM-     TOTAL
                           COMMON STOCK        ADDITIONAL                   TREASURY STOCK     PREHENSIVE     STOCK-       COMPRE-
                       ---------------------    PAID IN   ACCUMULATED   ---------------------    INCOME       HOLDERS'     HENSIVE
                         SHARES      AMOUNT     CAPITAL     DEFICIT       SHARES      AMOUNT     (LOSS)       EQUITY        LOSS
                       ---------   ---------   ---------   ---------    ---------   ---------   ---------    ---------    ---------
<S>                    <C>         <C>         <C>         <C>              <C>     <C>         <C>          <C>          <C>
BALANCE -
  JULY 1, 2002 ......  2,947,000   $  29,470   $ 163,530   $ (76,760)       7,364   $    --     $    --      $ 116,240

Issuance of common
  stock for cash ....     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

Issuance of common
  stock for cash ....     25,000         250       4,750        --           --          --          --          5,000

Issuance of common
  stock in settlement
  of liabilities ....    150,000       1,500      28,500        --           --          --          --         30,000

Issuance of common
   stock for services    200,000       2,000      38,000        --           --          --          --         40,000

Net loss ............       --          --          --      (149,839)        --          --          --       (149,839)   $(149,839)

Securities valuation
  adjustment ........       --          --          --          --           --          --       (20,500)     (20,500)     (20,500)
                       ---------   ---------   ---------   ---------    ---------   ---------   ---------    ---------    ---------

TOTAL COMPREHENSIVE
  LOSS ..............                                                                                                     $(170,339)
                                                                                                                          =========

BALANCE -
  JUNE 30, 2004 .....  3,372,000   $  33,720   $ 239,280   $(248,557)       7,364   $    --     $ (20,500)   $   3,943
                       =========   =========   =========   =========    =========   =========   =========    =========
</TABLE>

--------------------------------------------------------------------------------
See notes to financial statements


                                       16
<PAGE>


WIEN GROUP, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2004 AND 2003
--------------------------------------------------------------------------------

                                                            2004         2003
                                                         ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss .............................................   $(149,839)   $ (21,958)
                                                         ---------    ---------
   Adjustments to reconcile net loss to net
     cash (used in) provided by operating activities
   Gain on dissolution of joint venture ..............     (16,500)        --
   Loss on note receivable ...........................      25,000         --
   Securities received for services, net .............        --        (33,000)
   Issuance of common stock for services .............      40,000        5,000
   Realized (gain) loss on sale of securities ........     (17,074)       1,025
   Minority interest in joint venture ................        --         29,750
   Accounts receivable ...............................        --          2,000
   Interest receivable ...............................       3,378       (3,378)
   Accrued expenses ..................................      24,049       22,066
                                                         ---------    ---------
Total adjustments ....................................      58,853       23,463
                                                         ---------    ---------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ..     (90,986)       1,505
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of securities .....................      22,074       10,900
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Joint venture distributions ..........................        --        (13,250)
Issuance of common stock for cash ....................       5,000         --
                                                         ---------    ---------
                                                             5,000      (13,250)
                                                         ---------    ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS ..............     (63,912)        (845)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR ........     110,970      111,815
                                                         ---------    ---------

CASH AND CASH EQUIVALENTS - END OF YEAR ..............   $  47,058    $ 110,970
                                                         =========    =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
In February  2004,  the Company  issued  150,000  shares of its common  stock as
settlement for notes payable in the amount of $30,000.

--------------------------------------------------------------------------------
See notes to financial statements


                                       17
<PAGE>


WIEN GROUP, INC.

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2004 AND 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 former joint venture  partner United  Institutional
         Investors,   Inc.   ("United")  had  begun  to  develop  a  network  of
         relationships  through which potential  clients were  introduced.  This
         network was the primary  resource for originating  business.  The joint
         venture  agreement was  terminated on March 17, 2003. To further expand
         its client base the Company  intends,  as soon as  financial  resources
         permit,   to  commence  a  marketing   campaign  that  involves   print
         advertisements in targeted trade publications.

         The financial  statements for 2003 (and through March 17, 2004) include
         the accounts of Wien Group,  Inc. and United,  its  consolidated  joint
         venture. All significant inter-company  transactions were eliminated in
         consolidation.

         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.


                                       18
<PAGE>


         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  that 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 exists 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  non-publicly  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.

         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.


                                       19
<PAGE>


         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  include 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, 2004 and 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  to  current   year
         classifications.

2.       SECURITIES

         Securities owned consist of publicly and non-publicly traded securities
         which are subject to certain selling restrictions.  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, 2004, the Company sold its
         investment  in Security  Intelligence  Technologies,  Inc. for $22,074,
         which  resulted in a realized  gain of  $17,074.  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.  During the year ended June 30, 2004,  the Company  reduced its
         carrying value of GSI Technologies  USA, Inc. and Health Re-Nu, Inc. to
         zero and recorded a comprehensive loss of $20,500.

         During the year ended June 30, 2003,  the Company  received  securities
         valued at $35,500 as payment for consulting  services rendered and paid
         an outside consultant with securities valued at $2,500.

         Securities,  available for sale  consist,  of the following at June 30,
         2004 and 2003:

         SHARES                                     2004              2003
         ------                                   -------           -------

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


                                       20
<PAGE>


3.       NOTE RECEIVABLE, RELATED PARTY

         In May 2002, the Company loaned $25,000 to Sassoon Financial  Holdings,
         Inc. The Company's  former  executive  vice  president is a director of
         Sassoon. The note was originally due July 14, 2002 with interest at 12%
         per annum and was  subsequently  extended through April 14, 2004 at the
         same rate of interest.  In connection with the dissolution of the joint
         venture with United,  the note and accrued interest were written off as
         uncollectible during the year ended June 30, 2004.

4.       NOTES 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
         was an officer and director.  Under the terms of the promissory  notes,
         the Company  paid no interest on the  outstanding  balances.  The notes
         were due and payable on December 31, 2003.

         During February 2004, the Company and Wien Securities  Corp.  agreed to
         settle its $30,000 loan in exchange for 150,000 shares of the Company's
         common stock.

5.       COMMON STOCK TRANSACTIONS

         The Company  issued  25,000  shares of its common stock during the year
         ended June 30, 2004 for total proceeds of $5,000.

         In January 2004,  the Company issued 150,000 shares of its common stock
         to consultants for services rendered. As a result, the Company recorded
         a charge to operations in the amount of $30,000.  The  consultants  are
         related to the Company's President.

         In February 2004, the Company issued 150,000 shares of its common stock
         to Wien Securities Corp. as settlement for the notes payable.

         In  February  2004,  the  Company's  attorney  settled  $10,000  of his
         outstanding  legal fees in exchange for 50,000  shares of the Company's
         common stock.

         On July 6, 2004,  the Company issued 225,000 shares of its common stock
         to directors for services rendered.  As a result, the Company accrued a
         charge to operations in the amount of $45,000.

         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.


                                       21
<PAGE>


6.       INCOME TAXES

         The  Company  has  net  operating  losses  for  tax  purposes  totaling
         approximately  $169,000 at June 30, 2004 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 in 2004 and 2003
         due to its taxable losses.

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

                                                  2004           2003
                                                --------      --------

         Deferred income tax benefit ......     $ 38,000      $  5,100
         Valuation allowance ..............      (38,000)       (5,100)
                                                --------      --------
         Net deferred tax benefit .........     $   --        $   --
                                                ========      ========

         Deferred tax assets consist of the following at June 30, 2004 and 2003:

                                                    2004         2003
                                                  --------    --------
         Deferred tax asset - beginning of year   $ 24,500    $ 19,400
         Deferred income tax benefit ..........     38,000       5,100
         Valuation allowance ..................    (62,500)    (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 the Company's  former  executive vice
         president and director.  Under the terms of the agreement,  the Company
         worked  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 paid
         50% of the expenses incurred by the joint venture and shared equally in
         all  revenues  derived by the joint  venture.  The  agreement  gave the
         Company full,  exclusive and complete  discretion in the  management of
         the business of United. The financial statements as of and for the year
         ended June 30, 2003 were presented on a consolidated basis and included
         the accounts of the Company and United.

         The joint  venture  agreement  was  terminated  on March 17,  2004.  In
         accordance with the terms of the termination  agreement,  the companies
         each waived any and claims they may have had against each other and the
         Company  recognized a gain of $16,500 in 2004 on the dissolution of the
         joint venture,  which represents the liability to the minority interest
         in the joint venture waived at the date of termination.


                                       22
<PAGE>


         In connection  with the  dissolution  of the joint venture with United,
         the Company wrote-off as  uncollectible,  the note and accrued interest
         from Sassoon Financial Holdings, Inc. in the total amount of $30,628.

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

         The  Company's  president has agreed to lend the Company up to $200,000
         at 6% interest per annum, if considered necessary to provide additional
         working capital.


                                       23
<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 would 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 resignation 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.


                                       24
<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.  However,  on July 6, 2004 we issued two hundred
thousand  (200,000)  shares of our common  stock to Buddy  Young and twenty five
thousand  (25,000)  shares of our common stock to Robert Geber as  consideration
for their efforts on behalf of the Company. We were under no obligation to issue
any  shares  either  to  Mr.  Young  or  Mr.  Geber,  but  elected  to  do so in
appreciation of their efforts.

     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
or about August 25, 2004, Stephen Wien, Edith Wien, Buddy Young filed their Form
5's with the Commission and Robert Geber and Leslie Ann Ballard filed their Form
3's with the Commission.

MANAGEMENT

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

     NAME                     AGE          POSITION
     ----                     ---          --------

     Stephen S. Wien          66           President, Chief Executive Officer,
                                           Chief Financial Officer, and
                                           Chairman

     Leslie Ann Ballard       50           Secretary

     Robert Geber             68           Director

     Buddy Young              69           Director


                                       25
<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,  from 1984  through June 30, 2004 he served as Executive
Vice President,  and a director of Wien Securities Corp., a NASD  broker-dealer.
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.

     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.


LESLIE ANN BALLARD

     Ms.  Ballard has served as Corporate  Secretary  since August 20, 2004. She
began  her  securities  career  in 1977 as an  over-the-counter  trader  at Wien
Securities Corp., a broker-dealer formerly controlled by our President.  In 1987
she joined the staff at one of Paine Weber's Boston locations.  She later worked
in various  trading  room  positions  at Shearson  American  Express and Merrill
Lynch.  In her most recent  position Ms Ballard served from 1999 through 2003 as
manager OTC trading at Thomas Green Securities.

ROBERT GEBER

     A  member  of the  Board of  Directors  since  May 4,  2004,  Mr.  Geber is
presently a partner in Vortex,  Inc., a  consulting  and  brokerage  corporation
specializing  in  the  solid  waste  industry.  Mr.  Geber's  senior  management
positions  included  that of Chief  Executive  Officer at All American  Hauling,
which he co-founded in 1998;  and, of Senior  Operating  Officer of Alexander's,
Inc.,  a $500 million  revenue  department  store in the New York City area.  At
Alexander's,  he was responsible  for 10,000  employees in the chain's 16 stores
through eight direct  reports.  During this time, Mr. Geber was the Director and
President of the National Retail Loss-Prevention  Association,  and co-chaired a
committee with the New York City Police Department on  Public-Private  security.
After leaving  Alexander's he became Chief Operating Officer for Temco, a public
company in the commercial  maintenance business.  After this he became a private
investor.  In 1997, Mr. Geber was retained by the Savino Group, a privately held
hauling and recycling  company in Jersey City, New Jersey,  where he facilitated
its sale to one of the national hauling companies.


                                       26
<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
thirty  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.

<TABLE>
ITEM 10.  EXECUTIVE COMPENSATION.

<CAPTION>
                                      ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
                           --------------------------------------     ---------------------------------------
                                                                                      Securities
Name and                                             Other Annual     Restricted      Underlying       LTIP     All other
Principal Position         Year    Salary   Bonus    Compensation     Stock Awards      Option        Payouts     Comp.
------------------         ----    ------   -----    ------------     ------------      ------        -------     -----
<S>                        <C>      <C>      <C>     <C>                 <C>             <C>            <C>        <C>
Stephen Wien,
CEO, CFO & Director        2002     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2003     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2004     -0-      -0-         -0-             -0-             -0-            -0-        -0-

Leslie Ann , Ballard
Secretary                  2002     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2003     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2004     -0-      -0-         -0-             -0-             -0-            -0-        -0-

Margaret Chou
Former Vice President
 and Treasurer             2002     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2003     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2004     -0-      -0-         -0-             -0-             -0-            -0-        -0-


                                       27
<PAGE>


Robert Geber,
Director (1)               2002     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2003     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2004     -0-      -0-     $5,000(1)           -0-             -0-            -0-        -0-

Alan Hirsch
Former Executive Vice
President                  2002     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2003     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2004     -0-      -0-         -0-             -0-             -0-            -0-        -0-

William Ryder
Former Vice President
and Secretary              2002     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2003     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2004     -0-      -0-         -0-             -0-             -0-            -0-        -0-

Buddy Young,
Director (2)               2002     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2003     -0-      -0-         -0-             -0-             -0-            -0-        -0-
                           2004     -0-      -0-     $40,000(2)          -0-             -0-            -0-        -0-

----------
<FN>
(1)      As  compensation  for joining and serving as a director of the Company,
         on July 6, 2004, 2004, the Company issued 25,000 shares of common stock
         to Mr. Geber.  At the time of the  issuance,  the stock had no positive
         book value, and no market value.

(2)      As compensation for serving as a director of the Company and conducting
         some of the day to day  operations  of the Company,  on July 6, 2004 we
         issued 200,000 shares of common stock to Mr. Young.  At the time of the
         issuance,  the stock had no positive  book value,  and no market value.
         Mr.  Young  subsequently  assigned  75,000  shares  to Mr.  L.  Stephen
         Albright.
</FN>
</TABLE>

EMPLOYMENT AND CONSULTING AGREEMENTS

         We do not have any employment or consulting  agreements with any of our
executive officers. Other than the compensation paid to Mr. Young and Mr. Geber,
no other compensation has been paid or accrued to any officer or director during
the past three fiscal years.

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,
2004,  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.


                                       28
<PAGE>


                                                    NUMBER OF      PERCENTAGE OF
NAME                                               SHARES OWNED     CLASS OWNED
----                                               ------------     -----------

Leslie Ann Ballard ..........................               0           0%

Margaret Chou (1) ...........................          15,000           0.42%

Robert Geber ................................          25,000           0.70%

Alan Hirsch (2) .............................               0           0%

William P. Ryder (3) ........................               0           0%

Edith Wien (4) ..............................         500,000          13.93%

Stephen S. Wien .............................       1,167,885          32.53%

Buddy Young .................................         145,000           4.04%
17337 Ventura Blvd
Encino, CA 91316

All officers and directors
as a group (5 persons) ......................       1,852,885          51.62%

----------
(1)  Margaret Chou resigned her position as an officer on July 15, 2004.

(2)  Alan Hirsch  resigned  his position as an officer and director on March 17,
     2004.

(3)  William Ryder resigned his position as an officer on March 17, 2004.

(4)  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,  Corp.,  an entity  in which our  president  and
principle shareholder was an officer and director. On July 30, 2003, the Company
and Wien  Securities,  Corp.  agreed to settle its $30,000  loan in exchange for
150,000 shares of the Company's common stock.

     On July 1, 2001 we  entered  into a joint  venture  agreement  with  United
Institutional  Investments,  Inc., an entity  controlled by our former executive
vice  president  and  director,  Alan Hirsch.  The joint  venture  agreement was
terminated  by mutual  consent on March 17,  2004.  Mr.  Hirsch  resigned  as an
officer and director on March 17, 2004.


                                       29
<PAGE>


     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.

     We have an agreement with our President and majority  shareholder to borrow
up to $200,000 at 6% interest to cover any cash shortfall through June 30, 2005.
Repayment is to be made when funds are  available  with the balance of principal
and interest  due  December 31, 2005.  As of August 31, 2004 the Company has not
borrowed any funds pursuant to the agreement.

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

(a)  EXHIBITS.

     31.1 Certification of CEO and 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

         Form 8-K filed on April 1, 2004
                        Item 1.  Changes in Control of Registrant

         Form 8-K filed on May 5, 2004
                        Item 1.  Changes in Control of Registrant

         Form 8-K filed on May 11, 2004
                        Item 5.  Other Events


                                       30
<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:    September 25, 2004             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:    September 25, 2004                  /S/ STEPHEN S. WIEN
                                             -----------------------------------
                                             Stephen S. Wien
                                             President, Chief Executive Officer,
                                             Chief Financial Officer and
                                             Director (Principal Executive,
                                             Financial and Accounting Officer)


Date:    September 25, 2004                  /S/ ROBERT GEBER
                                             -----------------------------------
                                             Robert Geber
                                             Executive Vice President and
                                             Director


Date:    September 25, 2004                  /S/ BUDDY YOUNG
                                             -----------------------------------
                                             Buddy Young
                                             Director


                                       31