UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2002
                         Commission File Number 0-30601

                          WHY USA FINANCIAL GROUP, INC.
         (Exact name of the small business as specified in its charter)

                               8301 Creekside #101
                              Bloomington, MN 55437
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (952) 841-7050
              (Registrant's telephone number, including area code)

             Nevada                                      87-0390603
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)


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) YES {X} NO{ } and
(2) had been subject to such filing requirements for the past 90 days. YES {X}
NO { }

The number of shares outstanding of the Registrant's Common Stock, $0.001 par
value, as of September 30, 2002 was 47,107,776.


<PAGE>


                         SAFE HARBOR STATEMENT UNDER THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         This quarterly report on Form 10-QSB contains forward-looking
statements which involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
Company expressly disclaims any obligation to update this information or to
reflect events or circumstances after the date of this report. Factors that may
cause such differences include, but are not limited to, the Company's limited
operating history and variability of operating results, expectation of future
losses, general risks associated with providing services in the real estate and
mortgage lending industries, any failure of the Company to obtain additional
working capital when needed, loss of key personnel, failure of the Company to
operate profitably in the future, dependence on employees and commission agents
to generate business, dependence on favorable lending interest rates and other
general economic conditions, lack of market acceptance of the Company's
services, failure to adequately protect intellectual property rights, inability
to compete in the intensely competitive nature of the real estate and mortgage
lending businesses, potential conflicts of interest of management, the ability
to attract and retain qualified and effective personnel, management of the
Company's growth in an effective manner, successful integration of acquired
companies, dependence on key personnel, and dependence on a healthy national
residential housing market. Such risk factors and uncertainties are set forth in
more detail in the Company's Form 10KSB report for the year ended December 31,
2001.






                                       2
<PAGE>


--------------------------------------------------------------------------------
                          PART 1. FINANCIAL INFORMATION
--------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
                                                   WHY USA FINANCIAL GROUP, INC.
                                                    CONSOLIDATED BALANCE SHEET

                                                           Sept 30,
                          ASSETS                             2002
                                                         -----------
Current Assets:
 Cash                                                    $   172,377
 Accounts Receivable - net of $55,000 Allowance              410,395
 Mortgage Loans Held For Resale                              158,901
 Accounts Receivable - Affiliates                             21,718
                                                         -----------
      Total Current Assets                                   763,391

Property and Equipment - net                                 217,343

Franchise Acquisition Costs - net
                                                           1,715,255
Other Assets:
 Deposits & Prepaid Assets                                   231,575
 Note Receivable for Sale of Subsidiary                      172,901
 Goodwill                                                    176,570
                                                         -----------
      Total Assets                                       $ 3,277,035
                                                         ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                                       $   496,971
  Accrued Expenses                                           316,583
  Bank Loan & Current Portion of
   Capital Leases                                            189,201
                                                         -----------
      Total Current Liabilities                            1,002,755
Long Term Liabilities:
  Liabilities Payable in Stock                                41,089
  Capital Leases - Long Term Portion                          33,306
                                                         -----------
      Total Long Term Liabilities                             74,395

Stockholders' Equity:
  Preferred stock: no par value, authorized
   50,000,000, no shares issued and outstanding                   --
  Common stock: $.001 par value, authorized
   250,000,000, 47,107,776
   issued and outstanding at September 30, 2002               47,108
  Additional Paid-in Capital                               7,358,463
  Accumulated Deficit                                     (5,205,686)
                                                         -----------
      Total Stockholders' Equity                           2,199,885
                                                         -----------

      Total Liabilities and Stockholders' Equity         $ 3,277,035
                                                         ===========

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


                          WHY USA FINANCIAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                        Three Months         Three Months          Nine Months           Nine Months
                                            Ended                Ended                Ended                Ended
                                       Sept. 30, 2002       Sept. 30, 2001       Sept. 30, 2002       Sept. 30, 2001
                                        ------------         ------------         ------------         ------------
<S>                                     <C>                  <C>                  <C>                  <C>
Revenue:
   Mortgage Lending Services            $  1,198,964         $    752,030         $  3,199,864         $  1,490,488
   Real Estate Franchise Sales               107,812              226,818              525,512              690,737
    and Services
                                        ------------         ------------         ------------         ------------
          Total Revenue                    1,306,776              978,848            3,725,376            2,181,225

Operating Expenses:
   Direct Cost of Services
      Mortgage Lending                       686,709              324,033            1,614,235              655,943
      Real Estate Activities                  16,297               12,803              147,872               90,787
   General and Administrative                661,380              775,696            2,150,760            1,636,393
   Sales and Marketing Costs                  70,961               55,661              186,475              208,213
   Depreciation                               21,459                9,422               62,341               22,677
   Amortization                               59,724              108,380              180,734              892,840
                                        ------------         ------------         ------------         ------------

         Total Expenses                    1,516,530            1,285,995            4,342,417            3,506,853

Loss from Operations                        (209,754)            (307,147)            (617,041)          (1,325,628)

Net Gain on Sale of Subsidiaries               1,702                   --               76,701                   --

Interest Income (expense) net                  5,325              (15,550)              (6,416)             (12,360)

Income Tax Expense                                --                   --               (1,000)                  --
                                        ------------         ------------         ------------         ------------

         Net Loss                       $   (202,727)        $   (322,697)        $   (547,756)        $ (1,337,988)
                                        ============         ============         ============         ============

Weighted Average
   Shares Outstanding                     46,998,798           35,150,000           44,510,654           35,050,000
                                        ============         ============         ============         ============
Basic and diluted net
  loss per common share                 $       (.00)        $      (0.01)        $      (0.01)        $      (0.04)
                                        ============         ============         ============         ============
</TABLE>

        See accompanying notes to the consolidated financial statements.


                                       4
<PAGE>


                          WHY USA FINANCIAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                Nine Months          Nine months
                                                                   Ended                Ended
                                                              Sept. 30, 2002       Sept. 30, 2001
                                                               ------------         ------------
<S>                                                            <C>                  <C>
Cash Flows used in Operating Activities:
 Net Loss                                                      $   (547,756)        $(1,337,988)

Adjustments to Reconcile Net Loss to Net Cash Flow Used:
  Common stock issued for compensation                              129,457             627,667
  Depreciation and amortization expense                             243,075             161,174
  Net Book Value of Franchise Costs and Fixed Assets
  in Asset Sales of Subsidiaries                                    142,734                  --
                                                               ------------         -----------
      Cash Flows providing (used in)
          Operating Activities                                      (32,490)           (549,147)

Changes in Operating Assets and Liabilities,(Net of
   acquired working capital components):
   (Increase)decrease in accounts and notes receivable
     including Sale of Subsidiary                                   (64,996)             23,947
   Increase (decrease) in accounts payable/accrued
   liabilities/deferred revenues                                    (52,048)            248,438
                                                               ------------         -----------

         Net Change to Operating Assets and Liabilities             (12,948)            272,385
                                                               ------------         -----------
       Net Cash used in Operations                                  (45,438)           (276,762)

Cash Flows from (used in) Investing Activities:
  Capital expenditures - computers & office furniture               (12,160)            (11,963)
  Working capital of Discover Mortgage Corporation
    acquired via common stock                                      (119,215)             32,000
                                                               ------------         -----------

       Net Cash from (used in)Investing Activities                 (131,375)             20,037

Cash Flows provided by Financing Activities:
  Common stock issued for cash and warrant conversions              412,711             332,561
  Rents and advances to Northwest Financial Group, Inc.
   and Northwest Investment Trust                                  (140,909)             48,000
  Payment of capital leases and notes                               (19,061)            (54,470)
  New loans and accrued interest                                      9,200                  --
                                                               ------------         -----------

       Net Cash Provided by Financing Activities                    261,941             326,091

Net Increase in Cash and Cash Equivalents                            85,128              69,366

Cash and Cash Equivalents at Beginning of Period                     87,249              20,104
                                                               ------------         -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                     $    172,377         $    89,470
                                                               ============         ===========

 Interest                                                      $     14,672         $        --
                                                               ============         ===========
 Income taxes                                                  $      1,000         $        --
                                                               ============         ===========
</TABLE>


                                       5
<PAGE>

<TABLE>
<CAPTION>
<S>                                                            <C>                  <C>
Supplemental non cash financing activities:

Common stock issued for Discover Mortgage Corporation
- Goodwill $176,570, fixed assets $54,447 & deposits
$2,908 (Working Capital Component is investing addition)       $    233,925         $        --
                                                               ============         ===========
Note receivable received for sale of subsidiary
$175,000, net of fixed Assets sold $4,562 franchise
costs $ 96,250 and liabilities assumed $22,539                 $     96,727         $        --
                                                               ============         ===========
Issued 2,428,250 shares to an officer to satisfy a
$150,000 franchise acquisition note, accrued interest
of $21,671 and accrued commissions totaling $95,148
for a total consideration of $242,825.                         $    242,825         $        --
                                                               ============         ===========
Common stock issued to pay compensation liabilities
previously accrued
                                                               $    148,146         $        --
                                                               ============         ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Basis of presentation

     The unaudited condensed consolidated financial statements reflect all
adjustments, consisting only of normal recurring adjustments, which in the
opinion of management of the Company are necessary to fairly state the Company's
consolidated financial position, results of operations and cash flows for the
periods presented. These interim financial statements should be read in
conjunction with the Company's audited financial statements included in its Form
10-KSB report for the year ended December 31, 2001 as filed with the Securities
and Exchange Commission. The results of operations for the period ended
September 30, 2002 are not necessarily indicative of the results to be expected
for any subsequent period or for the entire fiscal year ending December 31,
2002.


2.   Principles of consolidation

     These condensed consolidated financial statements include the accounts of
WHY USA Financial Group, Inc. and its wholly owned subsidiaries. All
intercompany balances and transactions have been eliminated.


3.   Net loss per share

     Basic net loss per share is computed using the weighted-average number of
common shares outstanding excluding contingently issuable shares and diluted net
loss per share is computed using the weighted-average number of common shares
outstanding and dilutive potential shares outstanding. As a result of the losses
incurred by the Company for all periods of this report, all potential common
shares were anti-dilutive and thus excluded from the diluted net loss per share
calculations.


4.   Sale of Subsidiary - WHY USA Rock Valley of Phoenix, Arizona

     The Company sold its WHY USA real estate franchise in Phoenix, Arizona for
cash in the amount of $20,000. The transaction was effective May 15, 2002.


                                       6
<PAGE>


5.   Purchase of Discover Mortgage Corporation

     The Company acquired 100 % of Discover Mortgage Corporation for 1,177,140
shares of common stock effective January 1, 2002. The summarized balance sheet
and operations of Discover Mortgage Corporation at December 31, 2001 are as
follows:

           Receivables                                       $   226,883

           Fixed Assets - net                                     57,355
                                                             -----------

                   Total Assets                              $   284,188
                                                             ===========

          Liabilities - payables
          and accrued payroll                                $    87,417

          Bank Debt                                          $    20,200

          Stockholder equity                                 $   176,571
                                                             -----------

                   Total Liabilities & Equity                $   284,188


          Sales                                              $ 2,802,801

          Cost of sales                                      $ 2,481,672

          Interest Expense                                   $    11,580
                                                             -----------

          Net Income                                         $   309,549


6.   The Company converted the note of $250,000 for the Arizona Franchise
acquisition into a combination of franchise sales and common stock. A former
loan officer was owed $95,148 for back commissions and also owned 60% of the L &
S note, he assigned his interest in the unpaid commissions and note to the
Chairman of the Company. The balance of the L & S note was owned by another
officer of the Company. The Company exchanged 13 franchises for payment of
$100,000 of the note and accrued interest of $8,000. The franchises are in new
territories in the Minneapolis area. The balance of the note of $150,000 plus
accrued interest of $13,716 and the unpaid commissions were exchanged for a new
franchise in a remote western state and 2,428,250 shares of common stock valued
at $.10 per share. The accompanying financial statement reflects franchise sales
of $123,900 for the exchange of the 14 new franchises and relief of the debt and
accrued interest from the balance sheet.


                                       7
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.


Overview
--------

         The Company was formed in 1980 as a Utah corporation under a former
name, and in 1983 it reorganized as a Nevada corporation incident to a merger.
The initial business pursuits of the Company were unsuccessful, and it did not
engage in any active business operations from 1990 until 1999. In December 1999,
the Company merged with Northwest Financial Ltd., a Minnesota corporation, in a
reverse acquisition, after which the principals of Northwest Financial acquired
control of the Company. Northwest Financial was an operating private company,
which provided both mortgage broker services and real estate franchise programs.
The Company also acquired its current name incident to this reverse merger, and
maintained its Nevada corporate status.

         The Company derives its revenues primarily from mortgage origination
fees from mortgage lending and franchise sales and royalty fees from the real
estate franchising operations of the Company. Mortgage lending services are
conducted through offices of the Company located in Minneapolis, MN and Phoenix
AZ, and a telemarketing call center located in northern Minnesota. The Company's
"WHY USA" real estate franchise program is conducted from a central office
located in Minnesota. The Company currently has 84 franchisees offering real
estate services under our WHY USA brand name.

         The Company has a limited operating history upon which investors may
evaluate its business and prospects. Since the inception of its current
operational business at the end of 1999, the Company has incurred significant
losses, and as of September 30, 2002 had an accumulated deficit of approximately
$5.2 million. The Company expects to continue incurring losses for the remainder
of this year. There can be no assurance that the Company's revenues will
increase to the levels necessary to achieve profitability or generate cash from
operations in the future.

         The Company's prospects must also be considered in light of the risks,
difficulties, and expenses frequently encountered by companies in their early
stage of development, particularly companies in rapidly changing markets such as
ours without significant barriers to entrance. To address these risks, the
Company must, among other things, maintain existing and develop new
relationships with mortgage lenders, real estate brokers and franchisees, and
potential residential customers in the general public; implement and
successfully execute its business and marketing strategy; continue to develop
and upgrade transaction-processing systems; provide quality customer service;
respond to competitive developments; and attract, retain and motivate qualified
personnel. There can be no assurance the Company will be successful in
addressing such risks, and the failure to do so would seriously harm the
Company's business, financial condition, and results of operations. The
Company's current and future expense levels are based on its planned operations
and estimates of future revenues. Revenue and operating results generally depend
upon the volume and timing of mortgages originated and real estate closings
completed, which are rather difficult to forecast. The Company may be unable to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfalls. Any significant shortfall of revenue would have an immediate adverse
effect on the Company's business. In view of the changing nature of both the
financial services industry and the overall national economy, the Company is
unable to accurately forecast its revenue. Accordingly, we believe that
period-to-period comparisons of our operating results are not very meaningful
and should not be relied upon as an indication of future performance.



                                       8
<PAGE>


Results of Operations
---------------------

         Revenue increased to $3,725,376 for the nine months ended September 30,
2002 from $2,181,225 for the comparable nine month period of 2001. This 71%
revenue increase was due to substantial increased mortgage originations both
from expanding business in Minnesota and from new business related to our
acquisitions.

         Direct Cost of Services increased to $ 1,762,107 in the nine months
ended September 30, 2002 from $746,730 in the nine months ended September 30,
2001, which increase was attributable primarily to increased revenue levels.

         Gross margin, as determined by deducting the direct cost of services
from total revenues, was approximately 53% for the nine months ended September
30, 2002. There is no valid comparison with the similar period of 2001, since we
changed our accounting categories for direct costs in the middle of 2001.

         Sales and marketing costs decreased slightly when comparing the first
nine months of 2002 to the comparable period of 2001. General and administrative
expenses increased to $2,150,760 in the nine months ended September 30, 2002
from $1,636,393 during the comparable nine months of 2001 which 31% increase was
due primarily to increased revenue levels.

         Amortization related to acquisitions decreased from $892,840 in the
nine months ended September 30, 2001 to $180,734 for the comparable nine months
of 2002, due primarily from accounting changes relating to the treatment of
goodwill. Depreciation increased from $22,677 in the nine months ended September
30, 2001 to $62,341 for the comparable nine months of 2002 due primarily to our
acquisition of Discover Mortgage.

         Net loss of $(547,756) for the nine months ended September 30, 2002
decreased from a net loss of $(1,337,988) for the nine months ended September
30, 2001. This significant decrease in our losses was due to improved economies
of scale attributable to our substantially increased mortgage origination
revenues as well as to a substantial decrease in our amortization expenses.


Liquidity and Capital Resources
-------------------------------

         Our liquidity is very limited. As of September 30, 2002, we had a
negative working capital of $(239,364) and $ 172,377 of cash. Since inception of
our current mortgage brokerage and real estate franchising operations, we have
funded our development, acquisitions and ongoing operations through private
placements of our common stock along with advances to us from affiliated
persons. We most likely will need to raise additional capital from sales of our
equity securities to support our current operations and planned expansion
activities. If we cannot raise additional funds through one or more sources, we
would need to scale back our planned operations significantly. There is no
assurance we will be able to obtain future debt or equity financing as needed,
or that any offered financing terms will be acceptable to us.

         Net cash used in our operating activities for the nine months ended
September 30, 2002 was $(45,438) compared to $(276,762) for the comparable
period of 2001.

         Net cash used in our investment activities for the nine months ended
September 30, 2002 was $(131,375) compared to net cash provided by investment
activities for the comparable nine months of 2001 of $20,037 which difference
was attributable to working capital acquired in 2002 via common stock incident
to our acquisition of Discover Mortgage Corporation.


                                       9
<PAGE>


         Net cash provided by financing activities for the nine months ended
September 30, 2002 was $261,941 compared to $326,091 for the comparable nine
months of 2001. Cash provided by financing activities in both of these
nine-month periods was due primarily to sales of our common stock in private
placements.


Impact of Inflation
-------------------

         Inflation has not had any effect on the development or operations of
the company since the inception of our current business in late 1999, and we do
not believe inflation will have any material effect in the foreseeable future.
Any future significant increase in inflation, however, would most likely
adversely affect our business, particularly due to typical increasing interest
rates related to financing residential mortgage and real estate transactions.


Seasonality
-----------

         The Company's business is materially seasonal in nature, since there is
a general national decrease in residential real estate transactions during the
winter months.


Income Taxes
------------

         Due to its continuing net losses, the company paid no income taxes in
any reported period. As of September 30, 2002, the Company had approximately
$4.7 million of net operating loss carryforwards. Because of the uncertainty of
future profitability, a valuation allowance equal to the deferred tax asset has
been recorded. Due to acquisitions, the Company's ability to benefit from net
operating loss carryforward may be limited materially.


--------------------------------------------------------------------------------
                           PART II. OTHER INFORMATION
--------------------------------------------------------------------------------


ITEM 2. CHANGES IN SECURITIES

     (a)  During July - September, 2002, the Company sold and issued a total of
          542,000 restricted common shares in a private placement to a limited
          group of accredited investors at $.06 per share, or a total of
          $32,520.

     These transactions were exempt from registration in reliance upon section
     4(2) of the Securities Act of 1933, as amended, as a transaction by an
     issuer not involving any public offering. The recipient of shares in these
     transactions all of whom are accredited investors, represented their
     intention to acquire these shares for investment only, and not with a view
     to sell in connection with any distribution thereof, and an appropriate
     restrictive legend was affixed to the certificate issued in these
     transactions.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits - None
     (b)  Reports on Form 8-K - None


                                       10
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: November 4, 2002


                                                   WHY USA FINANCIAL GROUP, INC.



                                                  By  /S/ Leslie M.  Pearson
                                                      --------------------------
                                                         Leslie M. Pearson
                                                         Chief Financial Officer








                                       11