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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

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

                                   FORM 10-KSB


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

[ ]                   FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                                       OR

                  TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 000-33273

                            ADVANTAGE AMERICA, INC.
                 (Name of small business issuer in its charter)

              DELAWARE                                          95-2579371
    (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                          Identification No.)

4425 JAMBOREE ROAD, SUITE 250, NEWPORT BEACH, CALIFORNIA          92660
    (Address of principal executive offices)                    (Zip Code)

                   Issuer's telephone number:  (949) 851-9391

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

      Securities registered under Section 12(b) of the Exchange Act:  NONE

Securities registered under Section 12(g) of the Exchange Act:  COMMON STOCK,
                                                                PAR VALUE $0.10
                          ----------------------------

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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  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's revenues for its most recent fiscal year were $104,198.

The  issuer's  common stock is not listed on any exchange or automated quotation
system,  nor  is  the  issuer  aware of any private transaction occurring in its
shares  of  common stock during the preceding sixty (60) days.  Accordingly, the
issuer  is  unable  to  indicate  a  market  value  of  common  equity  held  by
non-affiliates  as  of  a  specified  date  within  such  period.

At September 30, 2002, 3,820,010 shares of common stock were outstanding.

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

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

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<PAGE>
<TABLE>
<CAPTION>
                                        ADVANTAGE AMERICA, INC.

                                               FORM 10-KSB

                                 FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                                            TABLE OF CONTENTS


                                                                                                 PAGE
                                                                                                 ----
                                                  PART I.
<S>                                                                                              <C>
Item 1.   Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

Item 2.   Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2

Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2

Item 4.   Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . .     2

                                                 PART II.

Item 5.   Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . .     2

Item 6.   Management's Discussion and Analysis of Financial Condition and Results of Operations     3

Item 7.   Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7

Item 8.   Changes In and Disagreements With Accountants on
             Accounting and Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . . .     7

                                                PART III.

Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance
             With Section 16(a) of the Exchange Act . . . . . . . . . . . . . . . . . . . . . .     7

Item 10.   Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8

Item 11.   Security Ownership of Certain Beneficial Owners and Management and
             Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . .     8

Item 12.   Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . .     9

Item 13.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . .     9

Item 14.   Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10

Certifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11

Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
</TABLE>


                                        i
<PAGE>
                              CAUTIONARY STATEMENT

     All  statements included or incorporated by reference in this Report, other
than  statements  or  characterizations  of historical fact, are forward-looking
statements.  These  forward-looking  statements  are  based  on  our  current
expectations,  estimates  and  projections,  management's  beliefs  and  certain
assumptions  made  by  us. Forward-looking statements often can be identified by
words  such  as  "anticipates,"  "expects,"  "intends,"  "plans,"  "predicts,"
"believes," "seeks," "estimates," "may," "will," "should," "would," "potential,"
"continue,"  similar  expressions  and  variations  or negatives of these words.
Also,  statements  that  refer  to  expectations,  projections  or  other
characterizations  of  future  events  or  circumstances,  including  underlying
assumptions,  are  forward-looking  statements. These forward-looking statements
speak only at the date of this Report and are based on the information available
to  us  at  this  time.  Such  information is subject to change, and we will not
necessarily  inform  you of such changes. These statements are not guarantees of
future  performance and are subject to risks, uncertainties and assumptions that
are  difficult to predict. Therefore, our actual results could differ materially
and  adversely from those expressed in any forward-looking statement as a result
of various factors, some of which are listed under the section "Risk Factors" at
the end of Item 6 of this Report. We undertake no obligation to revise or update
publicly  any  forward-looking  statement  for  any  reason.

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

GENERAL  BACKGROUND

     Our  company  was  founded  on May 15, 1961 as a Delaware corporation named
Cal-Oak  Oil  &  Gas  Company  ("Cal-Oak").  In 1969, as Cal-Oak we acquired two
privately-held  construction  companies  for  the  purpose  of  engaging  in the
development,  construction  and  operation  of  hospitals  and  other  medical
facilities  and  changed  our  name  to  American  West  Nursing  Centers,  Inc.
("American  West").  In  1972, as American West we disposed of substantially all
of our real estate holdings and fixed assets and ceased our operation of medical
facilities.  From  1972  to  2002,  we  have  not  engaged  in a business or had
employees.  In  2001,  we  changed  our  name  to  Advantage  America,  Inc.

NO  PRODUCTS  OR  SERVICES

     We  currently offer no products or services to non-affiliates that generate
revenue.

BUSINESS  STRATEGY

     Since  2001,  our primary focus has been to find a suitable company with an
active  operating  business  with  which  to  merge.

COMPETITION

     We  have  faced  and may continue to face competition for merger candidates
from  other  companies  seeking  acquisitions  that  may  include  other "public
shells,"  operating  businesses  that may have a potential synergy with a merger
candidate  and financial and strategic investors.  Many of such competitors have
greater  resources  than  we  do.

MARKET  PRICE

     There is no active trading market for our common stock.

EMPLOYEES

     We  currently  have  no  employees.


                                        1
<PAGE>
ITEM  2.  DESCRIPTION  OF  PROPERTY

     Our  headquarters  are  located  at  4425 Jamboree Road, Suite 250, Newport
Beach,  California  92660.  We  share  these  premises  with Newport Federal, an
affiliate that is controlled by our principal stockholder, M.C. Horning, Jr., at
no  cost  to  us.

     We  have  investments in first real estate mortgages secured by undeveloped
land.  We  warehouse  the  mortgages and have had no significant turnover in our
mortgage  portfolio  in  the  past  three  years.

ITEM  3.  LEGAL  PROCEEDINGS

     We are not a party to, nor are our properties the subject of, pending legal
proceedings,  and  no  such  proceedings  are  known  to  us to be threatened or
contemplated  against  us.

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

     None.


                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET  PRICES,  RECORD  HOLDERS  AND  DIVIDENDS

     Our  stock  is  not  listed  on any exchange or automated quotation system.
Although  we  may  seek  to  obtain  the listing of our shares on an exchange or
automated  quotation  system  at some point in the future, no such determination
has  been  made,  nor  can  there  be any assurance that such a listing could be
achieved.

     At  June  30,  2002,  there were approximately 320 holders of record of our
common  stock  holding  an  aggregate  of  3,820,010  shares.

     We  have  not  paid  cash  dividends  on  our  common  stock, and we do not
anticipate  declaring  dividends  in the foreseeable future. We intend to retain
future  earnings,  if  any,  for  reinvestment  in  our  business.

THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990

     The  Securities  Enforcement  and  Penny  Stock Reform Act of 1990 requires
additional  disclosure,  relating  to the market for penny stocks, in connection
with  trades  in  any  stock  defined  as  a  "penny stock."  The Securities and
Exchange  Commission (the "SEC") has adopted regulations that generally define a
penny stock to be any equity security that has a market price of less than $5.00
per  share,  subject  to certain exceptions.  Such exceptions include any equity
security  listed  on The Nasdaq Stock Market and any equity security issued by a
corporation  that  has  (i)  net tangible assets of at least $2,000,000, if such
corporation  has been in continuous operation for three years, (ii) net tangible
assets  of  at  least  $5,000,000,  if  such  corporation has been in continuous
operation for less than three years, or (iii) average annual revenue of at least
$6,000,000  if  such  corporation has been in continuous operation for less than
three  years.  Unless  an  exception  is  available, the regulations require the
delivery,  before  any  transaction  involving  a  penny  stock, of a disclosure
schedule  explaining  the penny stock market and the risks associated therewith.

     If  we  take  action to obtain the listing of our shares of common stock on
the  OTC  Bulletin  Board, our securities may be subject to rules adopted by the
SEC regulating broker-dealer practices in connection with transactions in "penny
stocks."  Those  disclosure  rules  applicable  to  penny  stocks  require  a
broker-dealer,  before  a transaction in a penny stock not otherwise exempt from
the  rules,  to  deliver a standardized disclosure document prepared by the SEC.
That  disclosure  document  advises an investor that investments in penny stocks
can  be  very  risky  and  that  the investor's sales person or broker is not an
impartial  advisor  but  rather  paid  to  sell  the  shares.  It  contains  an
explanation  and  disclosure  of  the  bid and offer prices of the security, any
retail  charge  added by the dealer to those prices ("markup" or "markdown") and
the  amount of compensation or profit to be paid or received by the sales person


                                        2
<PAGE>
in connection with the transaction.  The disclosure contains further admonitions
for  the  investor to exercise caution in connection with an investment in penny
stocks,  to  independently  investigate the security as well as the sales person
with  whom  the  investor  is  working  and to understand the risky nature of an
investment  in  the  security.  Further,  the  disclosure  includes  information
regarding the market for penny stocks, explanations regarding the influence that
market  makers may have on the market for penny stocks and the risks that one or
two  dealers  may  exercise  domination  over  the  market for such security and
therefore  control  and  set  prices  for  the security not based on competitive
forces.  The  broker-dealer  also  must  provide the customer with certain other
information  and  then  must make a special written determination that the penny
stock  is  a  suitable  investment for the purchaser and receive the purchaser's
written  agreement  to  the  transaction.  Further,  the  rules  require  that,
following  the  proposed  transaction, the broker must provide the customer with
monthly account statements containing market information about the prices of the
securities.  These  disclosure  requirements may have the effect of reducing the
level  of  trading  activity  in  the  secondary market for a stock that becomes
subject  to  the  penny stock rules.  Many brokers may be unwilling to engage in
transactions  in  our common stock because of the added disclosure requirements,
thereby  making  it  more  difficult  for  security  holders to dispose of their
securities.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     None.

ITEM  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

     You  should  read the following discussion and analysis in conjunction with
our  Financial Statements and related Notes thereto, included in Part II, Item 7
of  this  Report,  and  the  Risk  Factors  section  at  the end of this Item 6.

OVERVIEW

     Our  primary  focus  is to find a suitable company with an active operating
business  with which to merge.  In the interim, we plan to continue to invest on
a  limited  basis  in the common stock of selected publicly-traded companies and
make  loans  to  affiliates.

RESULTS  OF  OPERATIONS

     The  following  table  sets  forth  statements  of  operations  data  as  a
percentage  of total revenues for the fiscal years ended June 30, 2002 and 2001.
The  information  for  the  fiscal  years  ended June 30, 2002 and 2001 has been
derived from our audited financial statements included herein.  This information
should  be  read  in conjunction with the financial statements and related notes
included  herein.  The operating results in any prior period are not necessarily
indicative  of  the  results  to  be  expected  for  any  future  period.

<TABLE>
<CAPTION>
                                         FISCAL YEARS ENDED JUNE 30
                                              2002       2001
                                            ---------  ---------
<S>                                         <C>        <C>
Revenues                                       100.0%     100.0%
                                            $104,198   $112,523
Costs and expenses:
   General and administrative               $ 92,814   $ 87,450
   Operating income                         $ 11,384   $ 25,073

Interest income                             $    693   $  2,296
Gain on sale of securities                  $    ---   $  1,562
Dividend income                             $  2,292   $    577
   Net income before tax                    $ 14,369   $ 29,508
</TABLE>


                                        3
<PAGE>
REVENUES

     Our  revenues  consist  of  interest income earned on loans made to related
parties  and  affiliates.  Our  revenues decreased 7.4% from $112,523 in 2001 to
$104,198  in  2002.  This  decrease  in  revenues  was  primarily  the result of
substantial  payments  applied  to  outstanding accrued interest balances on the
notes  receivable  from  related  parties.

INTEREST  EXPENSE

     We had no interest expense in 2002 or 2001.

MARKETING  AND  SALES

     There  were  no  expenses  associated  with marketing and sales for 2002 or
2001.

GENERAL  AND  ADMINISTRATIVE

     Our  general  and  administrative expenses are comprised primarily of legal
and  accounting  fees.  General  and administrative expenses increased 6.1% from
$87,450  in  2001  to  $92,814  in  2002.

EBITDA

     Our  profit  before  net  interest  expense,  income  taxes,  depreciation,
amortization  (including  amortization of deferred stock compensation) and other
non-cash  charges  ("EBITDA") was $14,369 in 2002 and $29,508 in 2001.  Although
EBITDA  should  not  be  used  as  an  alternative to operating loss or net cash
provided  by  (used for) operating activities, investing activities or financing
activities, each as measured under generally accepted accounting principles, our
management  believes  that  EBITDA  is  an  additional  meaningful  measure  of
performance.

LIQUIDITY  AND  CAPITAL  RESOURCES

     From  inception  through  June  30,  2002,  we have financed our operations
primarily  through private sales of our common stock and various working capital
lines  of  credit.  At  June  30,  2002,  our  principal source of liquidity was
approximately $185,593 in cash and securities.  In addition, we have outstanding
long-term  loans  in  the amounts of $754,922 and $302,421 maturing November 14,
2002.

     Net  cash  used in operating activities was $15,308 for the year ended 2002
and  $44,452 for the year ended 2001.  This change was primarily attributable to
an  increase  in  payments  received  on  notes  receivable  over  2001.

     Net  cash provided by investing activities was $-0- for the year ended June
30,  2002 and $1,799 for the year ended June 30, 2001. The decrease was due to a
reduction  in  the  amount  of  securities  sold  during  the  year.

     We  believe  our  existing  cash,  cash  equivalents and investment will be
sufficient  to  meet our working capital needs, capital expenditures, investment
requirements  and  commitments  for  at  least  the  next  twelve  months.

RISK  FACTORS

     Before  deciding  to  invest in our company or to maintain or increase your
investment, you should carefully consider the risks described below, in addition
to  the other information contained in this Report and in our other filings with
the  SEC,  including our subsequent reports on Forms 10-QSB and 8-KSB. The risks
and  uncertainties  described  below  are  not the only ones facing our company.
Additional  risks  and  uncertainties  not  presently  known  to  us  or that we
currently deem immaterial also may affect our business. If any of these known or
unknown  risks or uncertainties actually occurs with material adverse effects on
our  company,  then  our business, financial condition and results of operations
could  be  seriously  harmed.

WE  ARE  EXPOSED  TO  THE  RISKS  ASSOCIATED  WITH THE RECENT WORLDWIDE ECONOMIC
SLOWDOWN  AND  RELATED  UNCERTAINTIES.

     Slower  economic  activity,  concerns  about  inflation, decreased consumer
confidence,  reduced  corporate  profits  and capital spending, adverse business
conditions  and  liquidity  concerns  in  the  general  economy  and  recent
international  conflicts  and terrorist and military activity have resulted in a
downturn  in  worldwide  economic  conditions,  especially in the United States.
Recent  political  and  social  turmoil  related  to international conflicts and


                                        4
<PAGE>
terrorist  acts can be expected to place further pressure on economic conditions
in  the  United  States  and  worldwide.  These  political,  social and economic
conditions  make  it  extremely difficult for us to accurately forecast and plan
future  business  activities.  If  such  conditions  continue  or  worsen,  our
business,  financial  condition  and  results  of  operations  likely  will  be
materially  and  adversely  affected.

IF  WE  CONSUMMATE A MERGER TRANSACTION WITH ANY FUTURE MERGER CANDIDATE, WE MAY
BE  UNABLE  TO  MANAGE  FUTURE  GROWTH,  WHICH  COULD  STRAIN  OUR  MANAGERIAL,
OPERATIONAL  AND  FINANCIAL  RESOURCES  AND  MATERIALLY AND ADVERSELY AFFECT OUR
BUSINESS.

     Any  future  growth  that  we experience is expected to place a significant
strain  on  our management personnel, systems and resources.  We anticipate that
we  will  need  to  implement  a  variety  of  new  and upgraded operational and
financial  systems,  procedures  and  controls and other management systems.  We
also  will  need  to  expand,  train, manage and motivate our workforce.  All of
these endeavors will require substantial management effort.  We will likely need
to  expand our facilities or relocate some or all of our employees or operations
from  time  to  time  to  support our growth.  These relocations could result in
temporary disruptions of our operations or a diversion of management's attention
and resources.  If we are unable to effectively manage expanding operations, our
business,  financial condition and results of operations could be materially and
adversely  affected.

WE  MAY  SEEK  TO RAISE ADDITIONAL CAPITAL IN THE FUTURE THROUGH THE ISSUANCE OF
ADDITIONAL EQUITY OR DEBT SECURITIES OR BY BORROWING MONEY, AND ADDITIONAL FUNDS
MAY  NOT  BE  AVAILABLE  ON  TERMS  ACCEPTABLE  TO  US  OR  AT  ALL.

     We believe that our existing cash, cash equivalents and investments will be
sufficient  to  meet our working capital needs, capital expenditures, investment
requirements  and  commitments  for  at  least  the  next  twelve months.  It is
possible,  however,  that  we  may need to raise additional funds to finance our
activities  beyond the next year or earlier if we are successful in merging with
an  operating  company.  We  could  raise  these funds by selling equity or debt
securities to the public or to selected investors, or by borrowing money.  Also,
although we may not need additional funds, we still may elect to sell additional
equity  or debt securities or to obtain credit facilities for other reasons.  We
may  not  be  able  to obtain additional funds on favorable terms or at all.  If
adequate  funds  are not available, we may be required to curtail our operations
significantly or to obtain funds through arrangements with strategic partners or
others  that  may require us to relinquish rights.  If we raise additional funds
by  issuing  additional  equity  or  convertible  debt securities, the ownership
percentages of existing stockholders would be reduced.  Also, the equity or debt
securities  that  we  issue may have rights, preferences or privileges senior to
those  of  our  common  stock.

WE  MAY  NOT  BE  ABLE  TO  DEVELOP  ANY  NEW  STRATEGIC  RELATIONSHIPS.

     We intend to search for strategic relationships that could result in one or
more  operating  companies,  including  businesses  that  already  are producing
revenues  and that have attained or are approaching a break-even cash flow.  Our
lack  of  operating  history  and  current  financial  market conditions present
obstacles  for  the  development  of such relationships.  Such a relationship or
relationships  may  not  be  achievable  in  the  near  future.

UNSUCCESSFUL ACQUISITIONS COULD HARM OUR OPERATING RESULTS, BUSINESS AND GROWTH.

     The  potential  inability  to  integrate  effectively  any  newly-acquired
business  could harm our operating results, business and growth. Integrating any
newly-acquired business may be expensive and time consuming.  We may not be able
to  operate any acquired business profitably or otherwise implement our business
strategy  successfully.

CERTAIN  OF  OUR  DIRECTORS, EXECUTIVE OFFICERS AND THEIR AFFILIATES CAN CONTROL
THE  OUTCOME  OF  MATTERS  THAT  REQUIRE  THE  APPROVAL OF OUR STOCKHOLDERS, AND
ACCORDINGLY  WE WILL NOT BE ABLE TO ENGAGE IN CERTAIN TRANSACTIONS WITHOUT THEIR
APPROVAL.

     At  June  30, 2002, our directors and executive officers beneficially owned
approximately  52.8%  of  our  outstanding  common  stock and 52.8% of the total
voting  control held by our stockholders.  In particular, at June 30, 2002, M.C.
Horning,  Jr.  and  M.C.  Horning  III,  our  President  and  Vice  President,
respectively,  beneficially  owned  a  total  of  approximately  51.2%  of  our
outstanding  common  stock  and  51.2%  of  the total voting control held by our
stockholders.  Therefore,  these stockholders currently have enough voting power


                                        5
<PAGE>
to control the outcome of matters that require the approval of our stockholders.
These  matters  include the election of a majority of our Board of Directors and
the  approval  of  most  significant corporate transactions, including a merger,
consolidation  or  sale of substantially all of our assets.  Also, these persons
currently  control  the management of our business. Because of their significant
voting  stock  ownership,  we will not be able to engage in certain transactions
without  the  approval  of  these  stockholders.

WE  CURRENTLY  DO  NOT HAVE A BUSINESS AND HAVE HAD A LIMITED OPERATING HISTORY,
WHICH  MAKES  AN  EVALUATION  OF  OUR  FUTURE  PROSPECTS  VERY  DIFFICULT.

     We  currently  offer  no  product  or  service  to  non-affiliates  that is
generating  revenue.  If  we  identify  a strategic partner or merger candidate,
there  can  be  no  assurances  that  we  will  provide  a product or service to
non-affiliates  or  that  we  will  operate  as  intended.

WE  HAVE NO INSURANCE COVERING OUR OPERATIONS, POTENTIAL PRODUCTS OR SERVICES OR
DIRECTORS  AND  OFFICERS.

OUR QUARTERLY RESULTS MAY BE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

     We  believe  that  quarterly  revenues,  expenses and operating results are
likely to vary significantly in the future, that period-to-period comparisons of
results of operations are not necessarily meaningful and that, as a result, such
comparisons  should  not be relied on as indications of future performance.  Due
to  these  and  other  factors,  it is likely that our operating results will be
below  stockholders' expectations in some future quarters, which would cause the
value  of  our  stock  to  decline.

ANY  FUTURE  SUCCESS  WILL  DEPEND  ON  OUR  KEY  PERSONNEL.

     Future  performance  depends  on  the  ability to attract, train and retain
management,  technical  and  marketing  personnel. In the future, loss of one or
more  key  employees  could  negatively  impact  our  company.  Competition  for
qualified  personnel  is  intense, and we may not be able to attract or maintain
key  employees  or  other  needed  personnel  as  and  when  needed.

WE HAVE NO "KEY MAN" LIFE INSURANCE IN FORCE AT THIS TIME.

OUR  CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN PROVISIONS THAT MAY PREVENT
OR  DISCOURAGE A THIRD PARTY FROM ACQUIRING OUR COMPANY, EVEN IF THE ACQUISITION
WOULD  BE  BENEFICIAL  TO  OUR  STOCKHOLDERS.

     The  terms  of  certain  provisions of our certificate of incorporation and
bylaws  may  have the effect of discouraging a change in control of our company.
Such  provisions  include  the  requirement  that stockholders follow an advance
notification  procedure for stockholder business to be considered at any meeting
of  stockholders.

OUR  COMMON  STOCK  IS  NOT  TRADED  ON  ANY  STOCK  EXCHANGE.

     Although  the  listing of our common stock does not have a direct effect on
our  operations,  it  has  an  effect  on  the  perception  of our company among
potential  investors  and  can have an effect on our ability to raise additional
funds.  It  also  can  impact  the  dilution  caused  by  any  financing.

SALES  OF  SUBSTANTIAL  AMOUNTS  OF  OUR COMMON STOCK IN THE PUBLIC MARKET COULD
ADVERSELY  AFFECT  PREVAILING  MARKET  PRICES  FOR  OUR  COMMON STOCK AND CREATE
SIGNIFICANT  OR  INCREASED  VOLATILITY  IN  THE  PRICES  OF  OUR  STOCK.



                                        6
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS

The following financial statements and notes thereto are filed herewith, with an
index  beginning  at  page  F-1.

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-2

Balance Sheets as of June 30, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-3

Statements of Income and Comprehensive Income for the Years Ended June 30, 2002 and 2001  F-4

Statements of Stockholders' Equity for the Years Ended June 30, 2002 and 2001. . . . . .  F-5

Statements of Cash Flows for the Years Ended June 30, 2002 and 2001. . . . . . . . . . .  F-6

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-7
</TABLE>


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

     None.

                                    PART III.

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

     The  following  table  sets forth, with respect to each director, his name,
age,  position with the Company and the year in which he first became a director
of  the  Company.

<TABLE>
<CAPTION>
NAME                     AGE               POSITION               DIRECTOR SINCE
<S>                      <C>  <C>                                 <C>
M.C. Horning Jr.          58  Director, Chairman of the Board               1973
                              Chief Executive Officer, President
                              And Chief Financial Officer

M.C. Horning III          30  Director, Vice President and                  2001
                              Secretary

Robert E. Schaulis, Sr.   70  Director                                      2001

Leslie S. Cotton          72  Director                                      2001
</TABLE>

DIRECTORS,  OFFICERS  AND  KEY  PERSONNEL

M.  C.  (CHUCK)  HORNING,  JR.  -  Mr. Horning has served as President and Chief
executive officer of Newport Federal since 1970.  Newport Federal owns, develops
and  manages  commercial  real estate.  Mr. Horning has also served as President
of  Mason  Pharmaceuticals  since  1971.  Mr. Horning has served Newport Federal
Financial  as  Vice  President  since  1994.  Mr.  Horning  is a graduate of the
University  of  California at Chico.  Mr. Horning is the father of Chad Horning.


                                        7
<PAGE>
M.C. (CHAD) HORNING III - Mr. Horning has served as President of Newport Federal
Financial  since  June  1999.  Mr.  Horning  has  also  served  as  President of
Signature  Services,  a  commercial property management firm since October 2000.
He  also  serves  Newport  Federal,  an  owner  and developer of Commercial real
estate,  as  Vice  President.  Mr. Horning joined Newport Federal in  1992  as a
property  manager.  Prior  to  joining  Newport  Federal,  he  owned and managed
Merritt  Industries,  a  company  specializing  in  commercial  lighting  and
retrofitting.  Mr.  Horning  is  the  son  of  Chuck  Horning.

LESLIE  S.  COTTON  -  Mr.  Cotton  was  employed as a professional by Shell Oil
Company  until  his  retirement  in 1985.  He is the President and CEO of Lescot
International  Inc.  which  presently  develops  land  in  Illinois.  He is also
President and CEO of Les Cotton  Associates, an investment holding  company.  He
is presently serving as director on the Boards of Newport Federal, International
Mariculture  Resources  and SeaMex de Baja Californian.  He previously served on
the  Board  of  Fashion  Group  Ltd.

ROBERT  E. SCHAULIS, SR. - Mr. Schaulis has served on our Board since 2001.  For
the past several years he has been semi-retired.  He served as a general partner
for  Digital  Media  Partners,  a venture capital firm, from 1993 to 1994.  From
1987  to  1992  he  served  as  Vice  President  of Philips Interactive Media, a
wholly-owned subsidiary of Philips N.V., a Dutch multi-national.  Prior to 1987,
he  provided  consulting  and  management  services  through  his own companies,
Roberts'  Newport  Systems,  and  JIA Management, later acquired by A.T. Carney.
Mr.  Schaulis  holds  B.S.  and  M.S.  degrees  from Emporia State University in
Kansas.


SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     The  following  individuals  filed reports required by Section 16(a) of the
Exchange Act after the applicable deadlines:

          M.C. Horning, Jr.
          M.C. Horning III
          Leslie S. Cotton
          Robert E. Schaulis, Sr.

In  addition,  a  stockholder,  Harold  Feikes,  M.D., whom the Company has been
unable  to  contact,  failed  to  file a report required by Section 16(a) of the
Exchange  Act.


ITEM  10.  EXECUTIVE  COMPENSATION

     During  the  year ended June 30, 2002, the Company paid no compensation for
service  on  the  Board  of  Directors.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following  table  sets  forth the amount of the Company's common stock
beneficially owned by each director of the Company, each executive officer, each
owner of five percent or more, and all directors and named executive officers as
a  group  as  of  September  30,  2002.  Unless  otherwise indicated, beneficial
ownership  is  direct  and  the  person indicated has sole voting and investment
power.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER    AMOUNT AND NATURE   PERCENT OF CLASS
                                       OF BENEFICIAL OWNER
<S>                                    <C>                  <C>
M.C. Horning, Jr. (1)                     1,687,078 shares              44.1%
M.C. Horning III                            270,000 shares               7.1%
Robert E. Schaulis, Sr.                      60,000 shares               1.6%
Harold Feikes, M.D.                         509,177 shares              13.3%
All Directors and
   Officers as a Group                    2,017,078 shares              52.8%
</TABLE>

---------------
(1)  Includes 210,881 shares owned by Newport Federal, a California corporation,
     owned 100% by M.C. Horning, Jr.


                                        8
<PAGE>
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Over  the  past 20 years, the company has made loans to Newport Federal and
its  subsidiary,  Newport  Federal  Financial.  Newport  Federal  is  owned  and
controlled by the Company's director, executive officer and largest shareholder,
M.C.  Horning,  Jr.

     At June 30, 2002, the Company had outstanding notes receivable from Newport
Federal  and  Newport Federal Financial in the amounts of $302,421 and $754,922,
respectively.  At  June  30,  2001, the Company had outstanding notes receivable
from  Newport  Federal  and Newport Federal Financial in the amounts of $391,780
and  683,365,  respectively. Interest income received and accrued on these notes
and  included  in  lending  operations income were $104,198 and $112,523 for the
years  ended  June  30,  2002  and  2001,  respectively.

     In  addition,  the Company receives management and accounting services from
Newport  Federal  and  its  affiliates  at  no  charge.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits.

          The  exhibits listed on the accompanying Index to Exhibits immediately
          following  the signature page are filed as part of, or incorporated by
          reference  into,  this  Annual  Report  on  Form  10-KSB.

     (b)  Reports  on  Form  8-K.

          None.

ITEM  14.  CONTROLS  AND  PROCEDURES

     Our  Chief  Executive  Officer  and  Chief Financial Officer has concluded,
based  on  his evaluation within 90 days of the filing date of this report, that
our  disclosure  controls  and procedures are effective for gathering, analyzing
and  disclosing the information we are required to disclose in our reports filed
under  the  Securities  Exchange  Act  of  1934.  There have been no significant
changes  in  our  internal controls or in other factors that could significantly
affect  these  controls  subsequent  to  the  date  of  the previously mentioned
evaluation.


                                        9
<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  on  October  10,  2002.

                            ADVANTAGE AMERICA, INC.



                            By:  /s/ Chuck Horning
                                 -----------------------------------------------
                                 M.C. Horning, Jr.
                                 Chairman of the Board, Chief Executive Officer,
                                 President and Chief Financial Officer

     In accordance with the Exchange Act, this Report has been signed on October
10,  2002  below by the following persons on behalf of the registrant and in the
capacities  indicated.


       Signature                                 Title
       ---------                                 -----

/s/ Chuck Horning                Chairman  of  the  Board,  Chief  Executive
---------------------------      Officer,  President,  Chief Financial Officer
M.C. Horning, Jr.                and Director (Principal Executive Officer and
                                 Principal Financial and Accounting Officer)

/s/ Chad Horning                 Vice President, Secretary and Director
---------------------------
M.C. Horning III

/s/ Robert E. Schaulis, Sr.      Director
---------------------------
Robert E. Schaulis, Sr.

/s/ Leslie S. Cotton             Director
---------------------------
Leslie S. Cotton



                                       10
<PAGE>
                                 CERTIFICATIONS

     I,  M.C.  Horning,  Jr.,  certify  that:

     1.     I  have  reviewed  this  annual  report  on Form 10-KSB of Advantage
America,  Inc.;

     2.     Based  on  my  knowledge,  this  annual  report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
annual  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     a)     designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

     b)     evaluated  the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the date of this annual
report  (the  "Evaluation  Date");  and

     c)     presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  the  registrant's  board  of directors (or persons performing the
equivalent  functions):

     a)     all  significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     b)     any  fraud,  whether  or  not  material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.     The  registrant's  other certifying officers and I have indicated in
this  annual  report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  October  10,  2002



     /s/  Chuck  Horning
     -------------------
     M.C.  Horning,  Jr.
     Chairman of the Board, Chief Executive Officer,
     President and Chief Financial Officer
     (Principal Executive Officer and Principal
     Financial and Accounting Officer)


                                       11
<PAGE>
In  connection  with the accompanying Form 10-KSB of Advantage America, Inc. for
the  Fiscal  Year  Ended  June  30,  2002, I, M.C. Horning, Jr., Chairman of the
Board,  Chief  Executive  Officer,  President  and  Chief  Financial  Officer of
Advantage  America,  Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as
adopted  pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of 2002, to my
knowledge,  that:

(1)  such  Form 10-KSB of Advantage America, Inc. for the Fiscal Year Ended June
     30, 2002, fully complies with the requirements of Section 13(a) or 15(d) of
     the  Securities  Exchange  Act  of  1934;  and

(2)  the  information  contained  in such Form 10-KSB of Advantage America, Inc.
     for  the  Fiscal Year Ended June 30, 2002, fairly presents, in all material
     respects,  the  financial  condition and results of operations of Advantage
     America,  Inc.

Date:  October  10,  2002



     /s/  Chuck  Horning
     -------------------
     M.C.  Horning,  Jr.
     Chairman of the Board, Chief Executive Officer,
     President and Chief Financial Officer
     (Principal Executive Officer and Principal
     Financial and Accounting Officer)


                                       12
<PAGE>
                                INDEX TO EXHIBITS

3.1(1)    Amended and Restated Certificate of Incorporation of the Registrant.

3.2(2)    Amended and Restated Bylaws of the Registrant.

10.1      Amended and Restated Straight Note dated September 1, 2002 from
          Newport Federal Financial.

10.2      Amended and Restated Straight Note dated September 1, 2002 from
          Newport Federal Financial.

10.3(3)   Deed of Trust with Assignment of Rents recorded January 16, 1998 by
          Newport Federal Financial.

11.1      Statement Regarding Computation of Earnings Per Share (contained in
          Note 6 of Notes to Financial Statements).

---------------
(1)  Incorporated  by  reference to Exhibit 2.1 to the Registrant's Registration
     Statement  on  Form  10-SB,  filed with the Commission on October 24, 2001.

(2)  Incorporated  by  reference to Exhibit 2.2 to the Registrant's Registration
     Statement  on  Form  10-SB,  filed with the Commission on October 24, 2001.

(3)  Incorporated  by  reference to Exhibit 6.3 to the Registrant's Registration
     Statement  on  Form  10-SB,  filed with the Commission on October 24, 2001.


                                       13
<PAGE>
<TABLE>
<CAPTION>
                            ADVANTAGE AMERICA, INC.
                          INDEX TO FINANCIAL STATEMENTS


.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Page
                                                                                                 ----
<S>                                                                                              <C>
ADVANTAGE AMERICA, INC.
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-2

Balance Sheet - June 30, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-3

Statements of Income and Comprehensive Income for the years ended June 30, 2002 and 2001 . . . .  F-4

Statements of Stockholders' Equity for the years ended June 30, 2002 and 2001 . . . . . . . . .   F-5

Statements of Cash Flows for the years ended June 30, 2002 and 2001 . . . . . . . . . . . . . .   F-6

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-7
</TABLE>


                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To  Advantage  America,  Inc.:


We  have audited the accompanying balance sheet of Advantage America, Inc. as of
June  30,  2002,  and the related statements of income and comprehensive income,
stockholders' equity, and cash flows for the years ended June 30, 2002 and 2001.
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 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  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 Advantage America, Inc., as of
June  30,  2002,  and  the  results of its operations and its cash flows for the
years  ended  June  30,  2002 and 2001, in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

As  discussed  in  Note 10 to the financial statements, certain corrections have
been  made  to  the  Company's  June  30, 2001 income statement for deferred tax
expense.  These discoveries were made subsequent to the original issuance of the
financial  statement.

Sprayberry, Barnes, Marietta & Luttrell


/s/ Sprayberry, Barnes, Marietta & Lutrell


Bakersfield, California
September 23, 2002


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                             ADVANTAGE AMERICA, INC.

                                  BALANCE SHEET

                                     ASSETS


                                                        JUNE 30,
                                                          2002
<S>                                                   <C>
CURRENT ASSETS:
  Cash and cash equivalents                           $    29,062
  Investments - available for sale                        156,531
                                                      ------------
          Total current assets                            185,593

NOTES RECEIVABLE - RELATED PARTIES                      1,057,343
                                                      ------------

                                                      $ 1,242,936
                                                      ============


                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                    $    19,739
  Deferred income taxes                                    40,475
                                                      ------------

  Total current liabilities                                60,214
                                                      ------------

DEFERRED INCOME TAXES - NONCURRENT                         20,627
                                                      ------------

STOCKHOLDERS' EQUITY:
  Preferred stock - par value $.10
   Authorized - 2,000,000 shares
   Issued and outstanding - 0 shares                           --
  Common stock - par value $.10
   Authorized - 10,000,000 shares
   Issued and outstanding - 3,820,010 shares              382,001
  Additional paid-in capital                            3,850,201
  Accumulated deficit                                  (3,186,992)
  Accumulated other comprehensive income, net of tax      116,885
                                                      ------------
     Total stockholders' equity                         1,162,095
                                                      ------------

                                                      $ 1,242,936
                                                      ============
</TABLE>


    The accompanying notes are an integral part of this financial statement.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                   ADVANTAGE AMERICA, INC.

                        STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                          FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


                                                                                  (RESTATED)
                                                                       JUNE 30,    JUNE 30,
                                                                         2002        2001
<S>                                                                   <C>         <C>
LENDING OPERATIONS INCOME                                             $ 104,198   $  112,523
GENERAL AND ADMINISTRATIVE EXPENSES                                      92,814       87,450
                                                                      ----------  -----------

          Income from operations                                         11,384       25,073
                                                                      ----------  -----------

OTHER INCOME:
  Interest income                                                           693        2,296
  Gain on sale of securities                                                 --        1,562
  Dividend income                                                         2,292          577
                                                                      ----------  -----------

                                                                          2,985        4,435
                                                                      ----------  -----------

          Income before income taxes                                     14,369       29,508
                                                                      ----------  -----------

INCOME TAX EXPENSE (BENEFIT):
  Current                                                                   523       14,458
  Deferred                                                                3,455         (941)
                                                                      ----------  -----------
                                                                          3,978       13,517
                                                                      ----------  -----------

          Net income                                                     10,391       15,991
                                                                      ----------  -----------

OTHER COMPREHENSIVE INCOME:
  Unrealized gain on securities
   available for sale                                                    57,326       24,358
  Reclassification adjustment for gains realized in
   net income                                                                --       (1,562)
  Income tax expense related to other
  comprehensive income                                                   (8,599)      (3,420)
                                                                      ----------  -----------
                                                                         48,727       19,376
                                                                      ----------  -----------
     Comprehensive income                                             $  59,118   $   35,367
                                                                      ==========  ===========

EARNINGS PER COMMON SHARE - BASIC AND DILUTED
(Based on 3,820,010 weighted average shares issued and outstanding):
          Net income                                                  $     nil          nil
                                                                      ==========  ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                            ADVANTAGE  AMERICA,  INC.

                                        STATEMENTS OF STOCKHOLDERS' EQUITY
                                    FOR THE YEARS ENDED JUNE 30, 2002 AND 2001



                                  Common Stock                                  Accumulated
                             --------------------  Additional                     Other
                             Number of              Paid-in     Accumulated    Comprehensive
                               Shares     Amount    Capital       Deficit         Income          Total
                             ----------  --------  ----------  -------------  ---------------  -----------
<S>                          <C>         <C>       <C>         <C>            <C>              <C>
Balance, June 30, 2000        3,820,010  $382,001  $3,850,201  $ (3,213,374)  $       48,782   $1,067,610

Net income (as restated)             --        --          --        15,991               --       15,991

Unrealized gain on
  securities available for
  sale, net of tax                   --        --          --            --           20,704       20,704

Reclassification
  adjustment, net of tax             --        --          --            --           (1,328)      (1,328)
                             ----------  --------  ----------  -------------  ---------------  -----------

Balance, June 30, 2001
  (as restated)               3,820,010   382,001   3,850,201    (3,197,383)          68,158    1,102,977

Net income                           --        --          --        10,391               --       10,391

Unrealized gain on
  securities available for           --        --          --            --           48,727       48,727
  sale, net of tax
                             ----------  --------  ----------  -------------  ---------------  -----------

Balance, June 30, 2002        3,820,010  $382,001  $3,850,201  $ (3,186,992)  $      116,885   $1,162,095
                             ==========  ========  ==========  =============  ===============  ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                ADVANTAGE AMERICA, INC.

                               STATEMENTS OF CASH FLOWS
                      FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


                                                                  (RESTATED)
                                                     JUNE 30,      JUNE 30,
                                                       2002          2001
<S>                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                       $     10,391   $  15,991
  Adjustments to reconcile net income to net cash
  used in operating activities -
    Deferred income expense (benefit)                     3,455        (941)
    Gain on sale of securities                               --      (1,562)
    Net change in operating assets and liabilities      (29,154)    (57,940)
                                                   -------------  ----------
    Net cash used in operating activities               (15,308)    (44,452)
                                                   -------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of securities                           --       1,799
                                                   -------------  ----------

NET DECREASE IN CASH AND
    CASH EQUIVALENTS                                    (15,308)    (42,653)

CASH AND CASH EQUIVALENTS,
    BEGINNING OF YEAR                                    44,370      87,023
                                                   -------------  ----------

CASH AND CASH EQUIVALENTS,
    END OF YEAR                                    $     29,062   $  44,370
                                                   =============  ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      F-6
<PAGE>
                             ADVANTAGE AMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

(1)  SUMMARY  OF  ACCOUNTING  POLICIES

     This summary of accounting policies of Advantage America, Inc. is presented
     to  assist  in  understanding  the  Company's  financial  statements. These
     accounting policies conform to generally accepted accounting principles and
     have  been  consistently  applied  in  the  preparation  of  the  financial
     statements.

     a)  Nature  of  Operations

          Advantage  America,  Inc.  loans money to related parties and collects
          interest.  The  Company  is  incorporated  in  the  state of Delaware.

     b)   Basis  of  Accounting

          The  Company  reports on the accrual basis of accounting for financial
          statement  purposes  and  the  cash  basis  for  income  tax reporting
          purposes.

     c)   Revenue  Recognition

          The  Company  recognizes  revenue  when  earned in accordance with the
          terms  of  the  notes  to  related  parties.

     d)   Cash  and  Cash  Equivalents

          For  purposes  of  the statements of cash flows, the Company considers
          money  market  funds  to  be  cash  equivalents.

     e)   Concentrations

          Cash  consists principally of cash on hand and money market funds. The
          Company  periodically  throughout  the year has maintained balances in
          excess  of  federally  insured limits. The balances are insured by the
          Federal  Deposit  Insurance  Corporation  up to $100,000 in the United
          States.  No balances were uninsured at June 30, 2002. All revenues are
          derived  from  related  parties.

     f)   Use  of  Estimates

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles 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.

     g)   Income  Taxes

          Income  taxes  are provided for the tax effects of the transactions in
          the  financial  statements  and  consist  of  taxes currently due plus
          deferred  taxes  related primarily to differences between the basis of
          the  marketable securities, notes receivable from related parties, and
          accounts  payable for financial and income tax reporting. The deferred
          tax  liabilities represent the future tax return consequences of those
          differences,  which  will  either  be  taxable  or deductible when the
          liabilities  are  recovered  or  settled. Deferred tax liabilities are
          reflected  at  income  tax rates applicable to the period in which the
          deferred  tax  liabilities  are expected to be realized or settled. As
          changes in tax laws or rates are enacted, deferred tax liabilities are
          adjusted  through  the  provision  for  income  taxes.


                                      F-7
<PAGE>
                             ADVANTAGE AMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (CONTINUED)

(1)  SUMMARY  OF  ACCOUNTING  POLICIES  (CONTINUED)

     h)   Accumulated  Other  Comprehensive  Income

          Statement  of  Financial  Accounting  Standards  No.  130,  "Reporting
          Comprehensive  Income"  (SFAS  130), requires that total comprehensive
          income  be  reported in the financial statements for financial periods
          beginning  after  December  15,  1997.  Total  comprehensive income is
          presented  on  the  statements of operations and comprehensive income.
          Accumulated other comprehensive income consists of the unrealized gain
          on  marketable  securities,  net  of  tax  effect.

     i)   Net  Earnings  Per  Share

          Earnings  per  share is based on the weighted average number of shares
          of  common  stock  outstanding  in each year. There are no potentially
          dilutive  securities.

     j)   Reportable  Segments

          The  company  operates  in  one  business  segment.

(2)  INVESTMENTS - AVAILABLE  FOR  SALE

     The  Company  determines  the  appropriate  classification  of  investment
     securities  at the time they are acquired and evaluates the appropriateness
     of  such  classification  at each balance sheet date. The Company considers
     the  investment securities to be available-for-sale for the year ended June
     30, 2002. Available-for-sale securities are those securities not classified
     as  held  to  maturity or trading securities. Available-for-sale securities
     are  stated  at  fair value. For purposes of determining the gain (loss) on
     sale,  the  cost  of  securities  sold  is based on the first-in, first-out
     method.  The  amortized  cost  and  estimated  fair values as well as gross
     unrealized  gains  and  losses  of  the  securities  were  as  follows:

<TABLE>
<CAPTION>
                                         Gross       Gross     Estimated
                          Amortized   Unrealized   Unrealized     Fair
     As of June 30, 2002     Cost        Gains       Losses      Value
     -------------------  ----------  -----------  -----------  --------
<S>                       <C>         <C>          <C>          <C>
     Available-for-sale:
       Common Stock       $   19,017  $   137,776  $       261  $156,531
                          ==========  ===========  ===========  ========
</TABLE>

The  change  in net unrealized holding gains on securities available for sale in
the  amounts  of  $48,727  and  $19,376  net  of  tax  has been charged to other
comprehensive  income  for the years ended June 30, 2002 and 2001, respectively.
Realized  gains  on  sales of securities available for sale were $-0- and $1,562
for  the  years  ended  June  30,  2002  and  2001,  respectively.


                                      F-8
<PAGE>
                             ADVANTAGE AMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (CONTINUED)

<TABLE>
<CAPTION>
(3)  NOTES  RECEIVABLE  -  RELATED  PARTIES

     Notes receivable from related parties consisted of the following at June 30, 2002:
<S>                                                                                      <C>
     Note receivable - Newport Federal Financial, a related party, revolving
       secured by a certain deed of trust, with interest accruing at 10% and
       adding to principal.  No payments required until November 14, 2002.               $  754,922

     Note receivable - Newport Federal, a related party, revolving, secured
       by a certain deed of trust, with interest accruing at 10% and adding
       to principal.  No payments required until November 14, 2002.                         302,421
                                                                                         ----------

                                                                                         $1,057,343
                                                                                         ==========
</TABLE>

(4)  PREFERRED  STOCK

     2,000,000  shares  of  preferred stock were authorized at June 30, 2002 and
     2001.  None  of  these  shares  have  been  issued as of June 30, 2002. The
     Company's  Board  of Directors has the ability to a) issue preferred stock,
     b)  fix the dividend rights of holders of shares of such series, c) fix the
     terms  on  which stock of such series may be redeemed if the shares of such
     series  are  to be redeemable, d) fix the rights of the holders of stock of
     such  series  upon  dissolution  or  any distribution of assets, e) fix the
     terms  or  amount  of  the  sinking  fund,  if  any, to be provided for the
     purchase or redemption of stock of such series, f) fix the terms upon which
     the  stock  of  such series may be converted into or exchanged for stock of
     any  other class or classes or of any one or more series of preferred stock
     if  the shares of such series are to be convertible or exchangeable, g) fix
     the  voting  rights,  if  any, of the shares of such series and h) fix such
     other  designations,  preferences  and relative, participating, optional or
     other  special  rights  and  qualifications,  limitations  or  restrictions
     thereof  desired  to  be  so  fixed.


                                      F-9
<PAGE>
                             ADVANTAGE AMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (CONTINUED)

(5)  INCOME  TAXES

     Income  taxes  are provided for the tax effects of transactions reported in
     the  financial  statements and consist of taxes currently due plus deferred
     taxes. The Company is considered a personal holding company for Federal tax
     purposes  and  is  subject  to  a  surtax  at  39.6%  of  taxable  income.


     The  components  of  the  Company's  deferred  current tax liability are as
     follows:
                                                                        2002

     Accrued interest on notes receivable - related parties           $   40,475
                                                                      ==========
     The components of the Company's net deferred non-current tax
       liability are as follows:

     Unrealized gain on marketable securities                         $   20,627
                                                                      ==========

     A  reconciliation  of the provision for income taxes to the amount computed
     at  the  federal  statutory  rate  is  as  follows:

<TABLE>
<CAPTION>
                                                                        (RESTATED)
                                                               2002        2001
<S>                                                         <C>          <C>
       Federal income tax at statutory tax rate             $    5,604   $ 11,508
       State franchise tax                                         523      6,944
       Personal holding company surtax                              --      4,957
       Permanent differences                                        20     11,976
       Change in deferred tax liability                         12,054      2,478
       Adjust income to cash basis for tax return purposes     (14,223)   (24,346)
                                                            -----------  ---------

                                                            $    3,978   $ 13,517
                                                            ===========  =========
</TABLE>

(6)  EARNINGS  PER  SHARE

     The  following  data  show the amounts used in computing earnings per share
     (EPS):

                                                                    (RESTATED)
                                                          2002         2001
     Income available to common stockholders
       before adjustments                              $    10,391  $   15,991
     Adjustments                                                --          --
                                                       -----------  ----------
     Income available to common stockholders
       used in basic and diluted EPS                   $    10,391  $   15,991
                                                       ===========  ==========

     Weighted average number of common shares
       outstanding used in basic and diluted EPS       $ 3,820,010  $3,820,010
                                                       ===========  ==========
     EPS - Basic and Diluted                                nil          nil
                                                       ===========  ==========

     The basic and diluted earnings per share calculations are the same for 2002
     and  2001  because  there  are  no  potentially  dilutive  securities.


                                      F-10
<PAGE>
                            ADVANTAGE AMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  (CONTINUED)

(7)  STATEMENTS  OF  CASH  FLOWS

     Net  changes in operating assets and liabilities shown on the statements of
     cash  flows  consist  of  the  following:

                                                     2002        2001

     (Increase) Decrease:
       Loans made to related parties              $(104,198)  $(112,523)
       Loans collected from related parties         122,000     151,000
     Increase (Decrease):
       Accounts payable                             (40,832)     35,994
       Income tax payable                            (6,124)    (84,035)
       Accrued income tax penalties                      --     (45,376)
       Other current liabilities                         --      (3,000)
                                                  ----------  ----------
                                                  $ (29,154)  $ (57,940)
                                                  ==========  ==========

     SUPPLEMENTARY CASH FLOW INFORMATION:
       Cash paid for interest                     $     136   $  23,613
                                                  ==========  ==========

       Cash paid for income tax                   $   6,647   $  98,493
                                                  ==========  ==========

(8)  RELATED  PARTY  TRANSACTIONS

     At June 30, 2002, the Company had outstanding notes receivable from related
     parties.  Interest  income received and accrued on these notes and included
     in lending operations income were $104,197 and $112,523 for the years ended
     June  30,  2002  and  2001,  respectively.

(9)  RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  August  2001,  the  Financial  Accounting Standards Board (FASB) issued
     Statement  of  Financial  Accounting  Standards No. 144, Accounting for the
     Impairment  of Disposal of Long-Lived Assets (SFAS 144). SFAS 144 addresses
     financial  accounting and reporting for the impairment of long-lived assets
     and  for  long-lived  assets  to  be  disposed of. SFAS 144 is required for
     adoption  for  fiscal  years  beginning after December 15, 2001 and interim
     periods  within  those  fiscal years. SFAS 144 is currently not expected to
     have  a  material  impact  on  the  Company's  financial  statements.

     In  April  2002,  the  Financial  Accounting  Standards Board (FASB) issued
     Statement  of  Financial  Accounting  Standards No. 145, Rescission of FASB
     Statements  No.  4,  44,  and  64,  Amendment of FASB Statement No. 13, and
     Technical  Corrections  (SFAS  145).  SFAS 145 is required for adoption for
     fiscal  years  beginning  after  May  15,  2002, with early adoption of the
     provisions related to the rescission of Statement 4 encouraged. SFAS 145 is
     currently not expected to have a material impact on the Company's financial
     statements.

(10) RESTATEMENT  OF  JUNE  30,  2001

     The  accompanying financial statements for June 30, 2001 have been restated
     to  correct  deferred tax expense. Deferred tax expense on accounts payable
     was  overstated  due  to a calculation error. The effect of the restatement
     was to increase net income at June 30, 2001 by $18,172. The restatement had
     no  impact  on  earnings  per  share.


                                      F-11
<PAGE>