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 March 31, 2001

                        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) 841-7062
             (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) has 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 March 31, 2001 was 34,122,915.




<PAGE>
                        WHY USA FINANCIAL GROUP, INC.

                                    INDEX




PART I. Financial Information                                          Page

Item 1. Financial Statements

         Unaudited Consolidated Balance Sheets at March 31, 2001,
         and December 31, 2000 .........................................4

         Unaudited Consolidated Statements of Operation and
         (Accumulated Deficit) Retained Earnings for the
         three months ended March 31, 2001 and 2000.....................5

         Unaudited Consolidated Statements of Cash Flows for the
         Three months ended March 31, 2001 and 2000.....................6

         Unaudited Notes to Consolidated Financial Statements...........7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operation.......................................9

PART II. Other Information

Item 1.  Legal Proceedings.............................................19

Item 2.  Changes in Securities.........................................19

Item 3.  Defaults Upon Senior Securities...............................20

Item 4.  Submission of Matters to a Vote of Securities Holders.........20

Item 5.  Other Information.............................................20

Item 6.  Exhibits and Reports on Form 8-K..............................20

Signatures.............................................................22


<PAGE> 2

                     PART I- FINANCIAL INFORMATION

Item 1.  Financial Statements


                      Consolidated Financial Statements
                        WHY USA FINANCIAL GROUP, INC.
                  For the Three Months Ended March 31, 2001

<PAGE>




                                 (Unaudited)
                        WHY USA FINANCIAL GROUP, INC.
                         CONSOLIDATED BALANCE SHEETS

                                                   (unaudited)   (audited)
                                                   March 31,     December 31,
                                                   2001          2000
                                                   ------------- -------------

              ASSETS

Current Assets:
  Cash                                             $     21,883  $     20,104
  Accounts receivable-net of allowance for
    doubtful accounts of $3,000 at Dec.31, 2000
    and $0 at Dec. 31, 1999                              72,558        74,202
  Notes receivable-new franchise sales                   69,860        50,160
  Notes receivable- American Home Capital                88,654        87,628
                                                   ------------- -------------
     Total Current Assets                               252,955       232,094

Fixed Assets:
  Furniture and equipment                                83,246        82,184
  Accumulated depreciation                              (20,833)      (16,370)
                                                   ------------- -------------
     Net Fixed Assets                                    62,413        65,814

Franchise Acquisition Costs:
  Franchise acquisition costs                         2,104,589     2,104,589
  Amortization of franchise costs                      (216,936)     (173,091)
                                                   ------------- -------------
     Net Franchise Acquisition Costs                  1,887,653     1,931,498

Other Assets:
  Advances to Northwest Financial Group, Inc.                 -        49,525
                                                   ------------- -------------
     Total Other Assets                                       -        49,525
                                                   ------------- -------------

     Total Assets                                  $  2,203,021  $  2,278,931
                                                   ============= =============
       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                 $    134,890  $     72,887
  Accrued payroll & commissions                          44,597        22,372
  Deferred revenue/conference 20000                           -         4,162
  Due to Northwest Financial Group, Inc.                 31,775             -
  Rent payable to Northwest Investment Trust             52,000        55,500
  Acquisition liability for Alliance West
    Mortgage Corporation                                      -       249,102
  Acquisition liability for America's
    Cashline Corporation                                355,000     1,176,384
  Notes Payable-Janesville franchise acquisition         31,449        50,000
                                                   ------------- -------------
     Total Current Liabilities                          649,711     1,630,407

     Deferred Income Taxes Payable                            -             -

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, 34,122,915 issued and
    outstanding as of March 31, 2001 and
    32,838,101 as of December 31, 2000                    34,122       32,838
  Additional Paid-in Capital                           5,119,314    3,842,451
  Accumulated Deficit                                 (3,600,126)  (3,226,765)
                                                   ------------- -------------

      Total Stockholders' Equity                       1,553,310      648,524
                                                   ------------- -------------

      Total Liabilities and Stockholders' Equity   $   2,203,021 $  2,278,931
                                                   ============= =============

See accompanying notes to consolidated financials statements.


<PAGE> 4




                        WHY USA FINANCIAL GROUP, INC.
        CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                 (Unaudited)

                                                 Three Months   Three Months
                                                 Ended          Ended
                                                 March 31, 2001 March 31, 2000
                                                 -------------- --------------
Revenue:
  Mortgage loan originations                     $     158,981  $     167,075
  Real estate -commissions                              36,935              -
  Franchise fees - real estate                          47,550         20,000
  New franchise sales                                   71,708         57,976
  Interest income                                        1,030            322
                                                 -------------- --------------
     Total Revenue                                     316,204        245,373

Expenses:
  General & Administrative                             340,015        565,145
  Mortgage loan origination fees                        65,810        148,935
  Franchise costs - real estate                         52,684         32,810
  Marketing costs and travel                            63,029         52,871
  Depreciation                                           4,463          1,087
  Amortization franchise acquisition cost               43,846         41,554
  Acquisition costs of America's Cashline
   Corporation                                         119,718              -
                                                 -------------- --------------
     Total Expenses                                    689,565        842,402

Net loss before income tax benefit                    (373,361)      (597,029)

Income taxes benefit                                         -          3,000
                                                 -------------- --------------
Net Loss                                              (373,361)     (594,029)

(Accumulated deficit) Retained Earnings,
Beginning of Period                                 (3,226,765)        7,716
                                                 -------------- --------------

Accumulated Deficit, End of Period               $  (3,600,126) $   (586,313)
                                                 ============== ==============

Weighted Average Shares Outstanding                 32,925,810     31,550,000
                                                 ============== ==============
Net Loss per Common Share :
  Basic & diluted                                $       (0.01) $       (0.02)
                                                 ============== ==============







       See accompanying notes to the consolidated financial statements.

<PAGE> 5


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

                                               Three months    Three months
                                               ended March 31, ended March 31,
                                               2001            2000
                                               --------------  --------------
Cash Flows Used in Operating Activities:

 Net Loss                                      $    (373,361)  $    (594,029)

 Adjustments to Reconcile Net Loss to
  Net Cash Flow:
   Common stock issued for compensation                    -         390,000
   Depreciation and amortization expense              48,308          42,641
   Deferred tax benefit                                    -          (3,000)
                                               --------------  --------------
    Decrease in Cash Flows Used In
     Operating Activities                           (325,053)       (164,388)

 Changes in Operating Assets and Liabilities:
   Increase in accounts and notes receivable         (19,082)         (1,363)
   Increase in accrual of liability for
     Cashline acquisition net of payments             75,000               -
   Increase in accounts payable/accrued
     liabilities/deferred revenues                    80,166          11,781
   Net rent paid Northwest Investment Trust           (3,500)              -
                                               --------------  --------------
       Total Changes to Operating Assets
        Liabilities                                  132,584          10,418
                                               --------------  --------------

         Net Cash Used In Operations                (192,469)       (153,970)

Cash Flows Used in Investing Activities:
  Capital expenditures - computers &
    office furniture                                  (1,062)        (22,000)
                                               --------------  --------------
         Net Cash Used In Investing Activities        (1,062)        (22,000)


Cash Flows Provided by Financial Activities:
  Common stock issued for cash                       132,561         494,949
  Advances from  Northwest Financial Group,
    Inc., net of former officer receivable
    offset in 2000                                    81,300          96,922
  Repaid loan from Don Reisterer - issued in
    acquisition of Why USA NA                              -         (26,400)
  Payments on Diane Butts note                       (18,551)              -
                                               --------------  --------------
         Net Cash Provided by
          Financing Activities                       195,310         565,471


Net Increase in Cash and Cash Equivalents              1,779         389,501

Cash and Cash Equivalents - Beginning of Period       20,104               -
                                               --------------  --------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD     $      21,883   $     389,501
                                               ==============  ==============
Supplemental Non-Cash Activities:
  Common stock issued to fund Cashline and
  Alliance West Mortgage Corporation
  acquisition liabilities                      $   1,145,486               -
                                               ==============  ==============
Supplemental Cash Flow Information:
  Cash Paid During the Year for:
    Interest Expense                           $           -   $           -
                                               ==============  ==============
    Income Taxes                               $           -   $           -
                                               ==============  ==============

         See accompanying notes to consolidated financial statements.

<PAGE> 6
<TABLE>
<CAPTION>



                        WHY USA FINANCIAL GROUP, INC.
           Consolidated Statement of Changes in Stockholders Equity
            From Inception (June 15, 1998) through March 31, 2001
                                (Unaudited)



                                  Common       Common
                                  Stock        Stock        Paid - In    Retained     Total
                                  Shares       Amount       Capital      Earnings     Equity
                                  ------------ ------------ ------------ ------------ ------------
<S>                               <C>          <C>          <C>          <C>          <C>
Incorporated June 15, 1998                  -  $         -  $         -  $         -  $         -

Funded November 1998                   10,000            -       47,500            -       47,500
                                  ------------ ------------ ------------ ------------ ------------

Balances at December 31, 1998          10,000            -       47,500            -       47,500

Additional Capital Contributions            -            -        6,598            -        6,598

Capital Contribution of Why USA
 N.A. common stock and assets          90,000            -    2,000,000            -    2,000,000

Adjustment for reverse acquisi-
 tion and reorganization           31,300,460       31,400      (31,400)           -            -

Net income for year ended
 December 31, 1999                          -            -            -        7,716        7,716
                                  ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1999      31,400,460       31,400    2,022,698        7,716    2,061,814

Common stock issued for
 compensation (stock contributed)
 by primary stockholer to officers          -            -      390,000            -      390,000

Common stock sold - net of
 offering costs of $6,450           1,437,641        1,438    1,429,753            -    1,431,191

Net loss year ended
 December 31, 2000                          -            -            -   (3,234,481)  (3,234,481)
                                  ------------ ------------ ------------ ------------ ------------

Balances at December 31, 2000      32,838,101       32,838    3,842,451   (3,226,765)     648,524

Common stock units sold for cash
  at $1.00 - $.75 per share           139,328          139      132,523            -      132,662

Common stock issued at $1.00
 per share to Northwest
 Investment Trust in connection
 with acquisition of Alliance
 West Mortgage                        249,102          249      248,853            -      249,102

Common stock issued at $1.00
 per share to America Cashline
 Corporation -600,000 shares and
 296,384 shares to Northwest
 Investment Trust in connection
 with acquisition of Cashline         896,384          896      895,487            -      896,383

Net loss for the three months
  ended March 31, 2001                      -            -            -     (373,361)    (373,361)
                                  ------------ ------------ ------------ ------------ ------------
Balances at March 31, 2001         34,122,915  $    34,122  $ 5,119,314  $(3,600,126) $ 1,553,310
                                  ============ ============ ============ ============ ============




     See accompanying footnotes to consolidated financial statements.

</TABLE>
<PAGE> 7




                  WHY USA FINANCIAL GROUP, INC.
                  Notes to Financial Statements
                         March 31, 20001


GENERAL
-------

Why USA Financial Group, Inc, (the Company) has elected to omit substantially
all footnotes to the financial statements for the three months ended March 31,
2001 since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
Annual Report filed on Form 10-KSB for the fiscal year ended December 31,
2000.

UNAUDITED INFORMATION
----------------------

The information furnished herein was taken from the books and records of the
Company without audit.  However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented.  The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.



<PAGE> 8


ITEM 2 - MANAGEMENT DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

Introduction
------------

      WHY USA Financial Group, Inc. (the "Company") is in the business of
providing comprehensive real estate services primarily for real estate brokers
and their sales agents and customers.  The business is currently conducted
through four wholly-owned operating subsidiaries: (1) Northwest Financial,
Ltd. ("NWF"), which offers residential mortgage loan services principally as a
loan originator; (2) WHY USA North America, Inc. ("WHY USA NA"), which offers
a real estate franchise program; (3) America's Cashline Corporation
("Cashline"), a recently acquired mortgage loan company which will offer sub-
prime mortgages; and (4) Advantage Realty of Janesville, Inc. ("WHY USA
Advantage") which operates a Company owned franchise office. The Company's
franchise sales are regulated by the Federal Trade Commission as well as
applicable state statutes.

Acquisition of Subsidiaries
---------------------------

      During the latter part of the 2000 and the first quarter of 2001 the
Company acquired WHY USA Advantage and Cashline, respectively. The Company's
first quarter results of operations for 2000 will not reflect the operations
of those two entities. Cashline is currently not operational; the Company is
undecided as to whether or not they will attempt to continue Cashline's
operations.

Results of Operations - First Quarters Ended March 31, 2001 and 2000
--------------------------------------------------------------------

      The Company's principal revenue sources are from: (1) franchise fees,
(2) new franchise sales, (3) mortgage origination fees and (4) commissions
from real estate sales from its Company owned franchise.  The Company's
operations reflect a pre-tax loss of $ 597,029 in first quarter 2000 vs. a net
loss of $373,361 in the first quarter 2001.  The decrease was mostly due to a
29% increase in revenues from $245,373 to $316,204 between the two first
quarters as well as a reduction in general and administrative expenses from
$565,145 to $340,015.

      Revenue Trends

      Total revenues increased by 29% when comparing first quarter revenues of
this year vs. last year.  Revenues from mortgage operations declined 5% from
$167,075 to $158,981 despite decreasing interest rates, mostly due to under-
staffing at the NWF office.  Interest rates began declining along with cuts in
the Federal Reserve discount rate in December 2000. The Company has matched
prior years revenue totals through April of a comparable four month period and
expects 2001 to be a better year than 2000 if rates remain at current levels.
NWF is advertising and searching for additional loan officers to realize the
potential of the more favorable market.

      New franchise sales rose more than 238% from $20,000 in the first three
months of 2000 to $47,550 in the first three months of the current year.  The
2001 figures represent the sale of six franchises in 2001 with the sale of
three of the franchises in California, two in Minnesota and one in Wisconsin.
The Company also sold two other franchises in Minnesota in the first week of
April, which revenues will not be reflected until the second quarter.  In
2000, the Company sold a franchise and an option on an additional territory in
Texas.  Franchise revenues from real estate transaction fees rose to $71,708
from $57,976 when comparing the first quarter of 2001 with the first quarter
of 2000, a percentage gain of 24%.  The increase is the result of both

<PAGE> 9

placement of new franchises and a strong real estate market due to reduced
interest rates for mortgages. If the Company can expand its mortgage loan
operations and the mortgage market remains at current levels, the Company can
expect substantial revenue growth to continue on a comparative basis with the
prior year.

      Expense and Contribution Trends

      The Company experienced an overall reduction in expenses between the
2001/2000 first quarter comparable periods. WHY USA NA lowered its losses to
$56,890 from $106,351 in the prior year's operations.  Both periods include
the non-cash charge for a franchise amortization expense ($41,554) which
reduced the cash loss to $13,783 and $64,477 in the comparable periods.
Marketing expenses were reduced from $35,918 in the first quarter of this year
from $61,219 in the prior year and these efforts produced better results in
2001.  Franchise expenses rose to $52,684 from $35,573 as a partial result of
commissions on new franchise sales raising from $1,352 to $13,093 as well as
more training costs and service related costs to franchisees.  General and
administrative expenses were down to $44,439 from $49,461 in the prior year as
the Company reduced both staff and lease payments for WHY USA NA in order to
focus the  operations towards profitability. The Company believes the
franchise operations will produce positive cash flows in the coming quarters.

      WHY USA Advantage's real estate operations lost $4,796 on revenues of
$36,935 during the first quarter of 2001. WHY USA Advantage operations should
become profitable as the busier summer season commences. The Company expects
the WHY USA Advantage operations to be profitable for 2001 if the existing
real estate market conditions prevail through the remainder of the year.

      NWF experienced a slight decrease in its overall expenses in the first
quarter of 2001 to $213,776 from $246,460 in the first three months of 2000.
NWF's losses reduced between the two period by approximately $12,000 from
$79,385 in the first quarter last year to $67,270 this year.

      The Company did not have a significant corporate or general and
administrative staff in its first quarter of 2000; however, it did incur a
general and administrative expense of $390,000 for stock compensation in 2000
which totaled expenses to $406,306 for its first quarter 2000.  In 2001, the
Company had no such stock compensation expense but incurred $245,535 in
general and administrative corporate expenses in the administration of the
parent's operations.  This amount includes the Cashline acquisition costs of
$119,718 which were expensed (included in the general and administrative
expenses) and include of a reserve of $100,000 to fund the future costs of
either bringing Cashline to an operational status, or disposing of it.   The
Company has booked a total liability of $355,000 to cover the following:
$170,000 towards Cashline accounts payables, $85,000 on a note payable to
Northwest Investment Trust, an affiliate, to reimburse them for cash advanced
by them to Cashline, and $100,000 for future costs of the Cashline
acquisition.

      The Company's investments in Cashline and Alliance West have not and
will not contribute to profitability in 2001.  The Company's staff is
currently working on several acquisitions which have resulted in substantial
legal, accounting, and payroll costs incurred in the review and negotiation
process.

<PAGE> 10

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

      Revenues from Operating Activities

      The Company derives revenues from: (1) franchise fees, (2) new franchise
sales, (3) mortgage origination fees and (4) commissions on real estate sales.
During the Company's first quarter ended March 31, 2001, the Company derived
50% of its $316,204 in revenues from mortgage loan origination fees, 15% from
franchise fees, 23% from new franchise sales, and 12% from commissions on real
estate sales.  Mortgage origination fees are achieved through NWF; revenues
from real estate transactions are generated by WHY USA NA, the majority of
which were derived from new franchise sales.  Franchise fees are comprised of
ongoing transaction fees paid to the Company by its franchisee offices (82 at
March 31, 2001) based on $95 per transaction or 6% of commission revenues,
whichever is less, provided each franchisee must pay a monthly minimum of
$325. The Company has focused its efforts on the expansion of its real estate
franchise system by providing stronger administrative support to existing
franchises and the hiring and training of sales representatives to sell new
franchises. It also demonstrates the results of the Company's acquisition of a
company owned franchise. Approximately 70% of such franchise fee revenues were
generated from the franchises located in Minnesota and surrounding Midwestern
states (Nebraska, Iowa, Wisconsin).

      Losses from Operations - Lack of Liquidity

      The Company has lost money on both a cash and accrual basis during its
first quarter.  The Company has utilized the funds from sales of stock and an
agreement in effect regarding the purchase of 50 franchises to fund these
losses.  The Company also utilized its common stock to fund the accrued
liabilities for Alliance West in the amount of $249,102 at December 31, 2000,
and to fund $896,000 of the Cashline liabilities.(See "Financing Activities"
below.) The Company had cash of $22,000 and accounts receivable of $72,000 at
its year end 2000 to fund future losses and conduct operations.  The Company
also received payment on a note receivable in the principal amount of $85,000,
plus accrued interest, from American Home Capital subsequent to the quarter
end.

      The Company does not anticipate any short term liquidity from its
recently acquired Cashline operations. Cashline, prior to its acquisition by
the Company has operated at a loss; it will not only fail to provide any short
term liquidity, but will likely require a substantial infusion of cash or a
merger with another entity in order to commence any substantive operations or
be of any benefit to the Company.  The Company must commence integrating the
operations of Cashline in order to effectively utilize its existing licences
in 44 states.  The Company is attempting to negotiate a merger in the
Scottsdale, Arizona area to use the leased facilities of Cashline.  The
Company believes the timing opportunity due to the shift in mortgage rates
will allow it to obtain profitable operations should a successful merger be
negotiated. The Company is also attempting to negotiate with the creditors of
Cashline which are estimated at $170,000 to have them discount these amounts.
The Company absorbed these liabilities in connection with the acquisition of
Cashline as well as giving a note to Northwest Investment Trust, an affiliate,
in the amount of $85,000.  The Company does not have the ability to fund
either the liabilities of Cashline or pay the note to Northwest Investment
Trust. The Company could bankrupt its acquisition subsidiary and eliminate the
Cashline creditors; however, it is the intent of the Company to negotiate with
the creditors at discounted terms.  It is possible that the Company may
ultimately decide to dispose of Cashline.

<PAGE> 11

      The volatility of the mortgage loan origination business combined with
an error in the judgement of the Company's management to expand during a
period of rising interest rates led to losses not only incurred by the Company
but by its two investees (Cashline and Alliance West) during 2000 which
continued into the first quarter of 2001.  The mortgage loan market abruptly
reversed directions in December of 2000 and the Company, historically (on a
private basis prior to the formation of the Company) has been able to be
profitable in periods of declining interest rates.  The refinance market has
been steadily improving and will affect the Company on a positive basis
throughout the first half of 2001 as will increased real estate sales
resulting from the lower interest rates. The first and fourth quarter of the
Company's operations are slower than summer months as real estate sales are
slower and the related mortgage loan activity also declines.  In an effort to
reduce operations expenses, the Company has (or will):

      .    reduce the level of expenses it is incurring to expand its
           franchise system

      .    cut officers salaries (during the first quarter of 2001)

      .    reduce other general and administrative expenses

      .    raise additional equity through the sale of stock.

      .    acquire other entities with cash flows from operations

The Company's ability to expand will most likely require additional equity
funding which it is attempting to achieve through a current private placement.
The Company also entered into an agreement with an individual which will give
it a $150,000 infusion of cash as the result of the individual's agreement to
purchase and open 50 franchises in Wisconsin and Illinois.

      Franchise Agreements

      The Company had Franchise Agreements in effect at March 31, 2001 with 72
franchisees (for 82 offices). The franchise agreement provides for:

      .    initial terms of three years renewable for three additional three
           year terms with written notice to the Company prior to expiration
           without additional cost to the franchisee, provided the franchisee
           has complied with its obligations under the franchise agreement

      .    an initial franchise fee of $9,990;  payment of $95 per
           transaction or 6% of revenues received from each transaction; a
           minimum of $325 in fees in each month; pay not less than $50 per
           month or more than 10% of transaction fees per month into an
           advertising fund if established;  and, pay a $2,500 transfer fee
           upon an approved transfer of the real estate franchise. (The new
           franchise agreement for 2001 provides for an initial franchise fee
           of $14,990.)

      .    Provides for a "protected" territory and sets forth conditions and
           provisions regarding non-competition, the use of the WHY USA logo
           and proprietary information and selling techniques

      .    Sets forth the Company's various obligations to provide training
           and materials

      Investing Activities

      The Company's assets as of March 31, 2001 consisted of franchise costs
aggregating $1,887,653 (reflecting the acquisition of its franchise operations

<PAGE> 12

on December 31, 1999 and the acquisition of WHY USA Advantage in September
2000 net of amortization); accounts receivable of $72,558 (comprised mostly of
transaction fees owed WHY USA NA); cash of $21,883; notes receivable on new
franchise sales of approximately $68,860;  a note receivable from American
Home Capital in the amount of $85,000, plus accrued interest (paid after the
quarter end); and fixed assets of $62,413 (comprised of furniture, equipment
and software).

      Investment in Cashline: On February 8, 2001, the Company completed its
acquisition of Cashline.  Its total investment in Cashline equaled $1,631,409
much of it completed prior to its year end through an affiliate, Northwest
Investment Trust.  The Company issued 600,000 shares of stock in connection
with the investment valued at $1.00 per share. Subsequent information about
the operations of Cashline directed the Company's attention to the fact that
Cashline has been unprofitable and devoid of any substantial tangible assets
except for its office furnishings and its licenses. The Company wrote off its
investment totaling $1,631,409 as of December 31, 2000.  On March 31, 2001
after completing the acquisition transaction, the Company entered into an
Assignment and Assumption Agreement with Northwest Investment Trust agreeing
to issue 296,384 additional shares to Northwest Investment Trust as well as a
note for $85,000 for its unrecovered investment in Cashline. (See: "Financing
Activities," below.)

      Investment in Alliance West: During the latter part of 2000, the Company
invested in Alliance West, also located in Scottsdale, Arizona, also involved
in the mortgage origination business, and also suffering similar losses. The
Company wrote off its advances totaling $52,000 and accrued interest of $1,509
to Alliance West, and, subsequent to year end, through an Assignment and
Assumption Agreement with Northwest Investment Trust agreed to issue 249,102
shares to it valued at $1.00 per share for Northwest's unrecovered investment
in Alliance West. The Company's investment in Alliance West as of December 31,
2000 was written off at $302,611. As part of the transaction, the Company was
given an investment in United Equity LLC, another Scottsdale, Arizona mortgage
origination company in the formation stage.  The Company has had no recorded
value for its United Equity LLC Investment. (See discussion under "Financing
Activities" for further information.)

      Liabilities/Contingent Liabilities/Lease Commitments

      The Company's total liabilities at March 31, 2001 were $649,711 and
consisted of:  $134,890 in trade accounts payable; a contract payable of
$31,449 to Diane Butts on the acquisition of the Janesville, Wisconsin real
estate operations; accrued payroll of $44,597;  $31,775 due to Northwest
Financial Group, Inc., also an affiliate;   and, an acquisition liability of
$355,000 for its Cashline acquisition. The Company agreed to pay Cashline's
$170,000 in liabilities at its acquisition in February of 2001; it also
executed an $85,000 note in favor of Northwest Investment Trust.  Liabilities
also included accrued rent due to Northwest Investment Trust of $52,000 as of
March 31, 2001, which was reduced by $3,500 in the first quarter from $55,500
at December 31, 2000.

      The Company leases its principal executive office space in Bloomington,
as well as its offices on Wayzata Blvd. in Minneapolis, Minnesota and its
office in Sebeka, Minnesota from an entity controlled by Riesterer, Northwest
Investment Trust, for an aggregate total of $6,500 per month.  WHY USA NA
renegotiated its lease in November 2000, which reduced to $1,100 per month.
The Company has commitments of $2,800 per month on a 5 year lease on the WHY
USA Advantage facilities in Janesville. The lease, which commenced in June of
2000, includes a 5% increase per year on lease payments. The Company also has
certain commitments beginning in the first quarter of 2001 on leased space for
its newly acquired Cashline operations in Scottsdale, Arizona; the existing

<PAGE> 13

lease has monthly payments of approximately $8,000, is for four years
commencing in December of 1998, and has built in increases on monthly
payments.

      Financing Activities

      Funding of the Acquisition of Cashline --On February 8, 2001, the
Company acquired Cashline through a combination of the issuance of 600,000
shares of its stock, $75,000 cash, the assumption of certain accounts payable,
estimated at $170,000, and satisfaction of advances payable owed by Cashline
to an affiliate of the Company, Northwest Investment Trust, Inc. The Company
and Northwest Investment Trust, advanced,  in the aggregate, approximately
$700,000 to Cashline.  The assets of Cashline at the closing of the
acquisition were comprised of its brokerage licenses in 44 states, its lease
on office space in Scottsdale, Arizona, and equipment and furniture. Cashline
has limited operations and will require substantial funds from the Company or
one of its subsidiaries to support any expansion of its operations. Cashline
has no revenues or other source of cash flows to support its current cash
requirements comprised of lease payments of approximately $8,000 a month,  an
agreement to compensate a former principal of Cashline at a rate of $1,000 for
up to two years,  and the payment of approximately $170,000 in obligations
assumed by the Company as part of the acquisition.

      On March 31, 2001, the Company entered into an Assignment and Assumption
Agreement with Northwest Investment Trust whereby the notes payable to
Northwest Investment Trust by Cashline were assigned to the Company.  The
Company also agreed to issue 296,384 of its unregistered common shares to
Northwest Investment Trust and signed a promissory note back to Northwest
Investment Trust in the amount of $85,000. The foregoing were utilized to
satisfy Northwest Investment Trust's own unrecovered investment in Cashline
which was agreed to be $148,191 at the acquisition date. The Company has
agreed to issue a total of 896,384 shares in the transaction.

      Funding of Alliance West/United Equities LLC Investment -- On March 31,
2001 the Company converted approximately $52,000 invested by it in Alliance
West during 2000, written off at its year end,  into an investment in 400,000
share interests of United Equities LLC.  United Equities LLC is an entity
owned by the controlling shareholder of Alliance West and is attempting to
raise private equity capital for its loan origination business.  The
transaction was accomplished through an Assignment and Assumption Agreement
with Northwest Investment Trust. The agreement (1) effected the assignment to
the Company of notes payable to Northwest Investment Trust by Alliance West,
(2) the acceptance of the assignment by the Company entitling it to acquire
the shares in United Equities LLC, (3) the release of all repayment
obligations of Alliance West on the funds advanced by both the Company and
Northwest Investment Trust, and (4) the issuance of 249,102 of the Company's
unregistered common shares to Northwest Investment Trust as satisfaction of
any interest Northwest Investment Trust would have in the United Equities
shares. Northwest Investment Trust's interest in Alliance West was comprised
of funds advanced by them to Alliance West aggregating approximately $148,000.
The advances, which were made to support Alliance West's struggling
operations, did not succeed in making Alliance West business viable.  The
Company's investment in United Equity LLC will represent approximately 10-15%
in the equity of United Equities and will be accounted for under the cost
basis method of accounting for investment.  The Company's initial investment
value shall be zero as the Company wrote off its investment in its affiliated
investment.

      Private Placement

      In January, 2001 the Company commenced an offering of up to 3,000,000
units at $1.00 per Unit for aggregate proceeds of up to $3,000,000. Each Unit

<PAGE> 14

is comprised of one share and one warrant to purchase a share for $1.00,
exercisable for three years from date of issuance.  The Company is offering
the units only to a limited number of "accredited" investors and/or not more
than 35 "sophisticated" investors.  The Company has raised $132,662 to date.

      Agreement with Private Investor

      The Company has received a verbal commitment from a private investor to
fund the Company up to $500,000 at a rate of $50,000 per month beginning in
April of 2001. The Company will issue 100,000 of its unregistered common stock
for each $50,000 monthly investment. The Company received its first investment
subsequent to the quarter end on April 26, 2001

      Agreement to Purchase Fifty Franchises

      On March 31, 2001, the Company entered into an agreement with Ronald
Williams ("Williams") whereby Williams agreed to purchase and open 50
franchises in Wisconsin and Illinois over the next 5 years.  As consideration
for the rights to purchase the 50 franchises, Williams must pay $150,000 on or
before April 23, 2001 or the agreement is null and void; the funds are not
refundable. Some of the terms of the Agreement include:

      .     Williams has the right to purchase 50 franchises in next 5 years;
            the opening of a franchise office or transfer of any interest
            shall be the subject of and in compliance with the WHY USA
            franchise agreement;

      .     Williams has exclusive right to select territory(s) from all
            available territories in Illinois and Wisconsin; the timing,
            manner, & fee required in each selection is governed by the
            agreement which includes a training fee requirement

      .     if WHY USA NA has a new buyer for an available territory in
            Illinois or Wisconsin during the five year term,  Williams has a
            20 day first right of refusal to that territory;  WHY USA NA will
            pay Williams if he refuses territory and the same is sold to the
            identified buyer

      .     Schedule: Williams to open 5 franchises by December 31, 2001, 15
            during 2002, with additional 10 each year for 2003 through 2005;
            schedule may be accelerated; may also be waived at WHY USA NA's
            discretion.

      .     rights granted may be suspended for failure to comply with terms

      .     during the five year term, Williams may acquire additional
            franchises if 50 franchise requirement is met at rates specified
            in the agreement

The Company received $100,000 from Williams subsequent to the quarter end. The
balance due was extended by mutual agreement of the parties.

      Cash Requirements & Expansion Plans

      During the first quarter of 2001 the Company operated at a loss. This
trend will likely continue as the Company contends with increased operating
expenses due to expansion. The Company is attempting to reduce operating
expenses for 2001 in an effort to reach a break even point on operations; it
has in fact reduced its operating expenses while increasing revenues during
the first quarter.  However, cash flows from operations will not be sufficient
to fund the Company's expansion plans, which it believes are necessary for the
Company to succeed.  The Company is aggressively pursuing franchise sales and


<PAGE> 15

has increased its franchisees to 72 with (82 offices) at March 31, 2001.  The
Company intends to continue to aggressively pursue its plans to expand
franchise support, and services and to expand its WHY USA Franchise System
into more territories. Although the Company is a national franchisor, it has
achieved mostly regional recognition in the Midwestern States where almost
two-thirds of its franchisees are located, and will continue to concentrate on
its Midwestern sales.

      Expansion plan needs include: (1) increased working capital to support
the growth of current operations, (2) capital to finance marketing and
operational expansion into new territories, and (3) funding to further its
plans to acquire other established businesses engaged in real estate or
mortgage service operations. The Company is required therefore to seek sources
of financing to fund this expansion and has commenced the private placement
discussed below to fund part of it.  The Company's general expansion plans
include some of the following in order of priority:

      .     continue placing loan origination agents on site (currently only 5
            are on site) utilizing Cashline's existing licenses
      .     pursue other acquisition possibilities and strategic alliances
      .     recruit additional employee/sales representatives
      .     expand web site capabilities including loan origination at website
            continue to adjust and expand telemarketing program
      .     acquire and organize insurance entity
      .     effect the integration of newly acquired Cashline into the
            Company's existing operations and begin offering sub-prime and
            government loans

      In connection with its current operations, the Company incurs the
following expenses:

      .     commissions based on a percentage of initial franchise fees
            ranging from 26% to 76%  on sale of new franchises; commission
            obligations are based on existing oral and written agreements with
            independent contractors, employees and certain officers/directors

      .     commissions on percentages of transaction fees ranging from 30%
            (or one-half of 30% if certain quotas are not met)to 35% paid to
            certain sales representatives for revenues derived from
            franchisees in their territories;

      .     commissions on loan originations which are paid to loan
            origination employees NWF as part of their compensation;

      .     appraisal and credit report fees;

      .     office and administrative expenses including rent/lease payments
            on 6 office spaces (including the Cashline lease);

      .     general personnel costs

      .     salaries for two of its executive officers

      .     state registration fees;

      .     state licensing fees (due to acquisition of Cashline)

      .     equipment and trade show expenses;

      .     marketing expenses including advertising and promotional material,
            travel, sales personnel expenses and recruiting fees.

      .     interest, depreciation and franchise amortization expenses

<PAGE> 16

      Current Financing Needs for Expansion Plans

      Although the Company believes that it will have sufficient cash flows
from operations to meet operating expenses, it will require additional cash to
integrate its Cashline operations and proceed with its expansion plans. It
believes that the current private placement, an agreement with a private
investor and the cash infusion from Mr. Williams will be sufficient to provide
for any operating deficit it may incur as well as provide for current
expansion plans.

      Seasonal Aspects

      The Company realizes less revenues in general in the winter months when
the real estate market is slower especially just prior to Christmas.

Trends/Uncertainties/Risk Factors Affecting Continuing Operations
------------------------------------------------------------------

      Limited Operating History -Losses from Operations

      The operating subsidiaries of the Company have relatively short
operating histories upon which to judge their progress and potential
profitability.  The Company has operated as a consolidated entity for 15
months and incurred losses of over $3.7 Million during that time. The
Company's future must be considered in light of the many risks and
uncertainties, expenses and difficulties encountered by businesses in the
early stages of expansion.  The Company must be able to implement and
successfully execute its business and marketing strategy, develop and offer
quality services for its franchises at a competitive price, provide effective
support to its franchisees, develop and implement effective internal business
and financial systems controls, respond to competitive developments in the
real estate industry, respond to the effects of changes in the economy
including rising interest rates or inflation, and attract and retain qualified
personnel.

      Need for Additional Financing for Expansion

      Management believes its budget reductions for 2001 operations combined
with lower interest rates and increased franchise revenues will result in
sufficient cash flows to satisfy its cost of operations during its next fiscal
year. However, the Company will require additional financing to fund its
current expansion plans and to fund its newly acquired Cashline operations;
Cashline has no revenues from operations, $170,000 in debt which the Company
is obligated to satisfy, and other contingent liabilities which the Company
will need to fund in addition to costs of expanding or integrating Cashline's
operations with the Company's existing operations.   The Company is seeking
this additional financing through a recently commenced private placement; it
intends to raise up to $3,000,000 through the offering.  The Company has also
received a verbal commitment from a private investor for $500,000 in funding
over the next 10 months. The Company believes that these two sources will
provide it with sufficient cash to meet its expansion needs over the next
year. However, if these efforts are not successful or the Company has
underestimated its financing needs, the Company may need to seek additional
financing either through debt or equity sources. Additional financing could
have a negative impact on the Company's  shareholders in the form of dilution.

      Reliance on Key Personnel

      The Company's future success is highly dependent on the experience and
efforts of its management and key personnel. The loss of services of one of
more of these individuals could have an adverse affect on the Company's

<PAGE> 17

business operations and future prospects. The Company is especially dependent
upon those individuals who have experience with the operations of WHY USA NA
and the WHY USA System although one of its priorities is to train and
familiarize all key personnel with all phases of the Company's various
operations.  The Company does not have any key man insurance policies.  The
Company is also dependent on its ability to attract and retain key management,
marketing and operational personnel for its planned expansion.

      Uncertainty of Market Share

      The Company's financial condition and future prospects will depend on it
ability to obtain a substantial and increasing share of the real estate and
mortgage business in the areas in which it operates and its ability to
significantly increase its franchisee network. Although the Company has gained
a toe-hold in the Midwestern market, there is no assurance that the Company
will achieve national market acceptance.

      Competition

      Competition in the real estate franchising, mortgage origination, and
insurance industries is intense and each of these industries includes large
well-established firms and companies, banks and other financing institutions,
and specialized service companies.  Most of these competitors are
substantially larger than the Company with greater expertise and name
recognition and substantially greater financial, personnel, marketing and
other resources than the Company.  In addition, these competitors have
obtained a large and loyal customers base and have achieved significant brand
name recognition for their services, franchises and marketing networks.  The
Company will also compete with local businesses in each locale into which it
decides to expand franchise operations. Small, local competitors could provide
significant competition because they have achieved name recognition, customer
base, and reputation within their locale.

      Conflicts of Interest

      Each of the Company's officers and directors have other interests to
which they devote a significant portion of their time.  Leslie Pearson has a
legal practice, as does Greg Miller; Leslie devotes approximately 30% of her
time to the Company's business and Greg, 50%.  David O. Thomas owns his own
independent Why USA franchises to which he devotes a majority of his time.
Although Donald Riesterer intends to devote a majority of his time to the
Company, he has numerous business interests which he manages including an
affiliate, Northwest Financial Group, Inc.   Northwest Financial Group
historically directly competed with the Company for business although in April
2000, the entity ceased business operations which would be considered
competitive with the Company. Mr. Riesterer (and/or affiliates of Mr.
Riesterer) also owns several office complexes some of which the Company rents
or leases. In the past this has worked to the advantage of the Company as the
Company has been allowed to accrue rent, interest free,  when it is necessary
or deemed in its best interest to do so. There can be no assurance, however,
that if a conflict of interest arose between the Company and any one its
directors that it would be resolved in favor of the Company.

      Uncertainty of Protection of Intellectual Property

      The Company regards its intellectual property including its WHY USA
System franchise program, trademarks and trade names, and its confidential
Operations Manual and trade secrets as being particularly valuable to the
Company's business operations. The Company is relying on the uniqueness of its
full service WHY USA System, as well as its unique listing and selling methods

<PAGE> 18

to help it penetrate and compete in the real estate business.  The Company
will rely on general trademark laws, confidentiality clauses, and certain
other protective matters to protect its intellectual property.  The Company
filed for provisional patent protection in January of 2000 on its WHY USA
System but elected not to make a patent application before the one year
protection expired.


                   PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

      None

ITEM 2 - CHANGES IN SECURITIES

      During the Company's first quarter, the following unregistered shares
were issued:

Private placement
-----------------

      In January of 2001 the Company commenced a private placement of up to
3,000,000 Units at $1.00 per Unit for aggregate proceeds of up to $3,000,000.
Each Unit is comprised of one restricted share and one warrant to purchase a
restricted share for $1.00, exercisable for three years from date of issuance.
The Company is offering the units only to a limited number of "accredited
investors" and not more than 35 "sophisticated" investors.  The Company is
relying on the exemptions from registration provided under Sections 4(2) and
Section 3(b) Regulation D, Rule 506 in the offer and sale of the Units in the
private placement. The Company believes it is entitled to rely on the
Regulation D, Rule 506 exemption because it is not using any form of
advertising in the offer of the units nor is it publicly soliciting investors
who were largely individuals or entities with a business or personal
association with management.  The Company believes that the investors: (1)
have access to and have been provided with information regarding the Company
as set forth in the Company's various filings with the SEC as well as
additional information; (2) are aware that the securities are not being
registered under US securities laws; (3) are acquiring the securities for
his/her own account for investment purposes only; (4) understand that the
securities may need to be held indefinitely unless registered or unless an
exemption from registration applies to a proposed disposition; (5) are
"accredited" and/or "sophisticated" having sufficient knowledge of Company and
sufficient investment experience to make investment decisions, and (6) are
aware that only a limited public market exists on the securities which are
considered a "penny stock".  The Company is paying no commissions on sales of
the Units. The Company sold Units to a total of 11 investors during its first
quarter, all of whom are accredited, for proceeds of $132,662; 20,000 of the
Units were sold at a discount for $.75 each.

Shares issued in Cashline and Alliance West Transactions
--------------------------------------------------------

      The Company issued an aggregate of 1,145,486 of its common shares to
Northwest Investment Trust, a company controlled by Don Riesterer, the
Company's Chairman of the Board Directors. 600,000 shares were issued as part
of an Acquisition Agreement entered into between the Company, and the four
shareholders of Cashline in early February 2001; the balance were issued as
part of two separate Assignment and Assumption Agreements between Northwest
Investment Trust and the Company regarding Northwest Investment Trust's
unrecovered investment in Cashline (296,384 shares) and Alliance West (249,102
shares).  The shares were issued at a value of $1.00 per share and satisfied
Northwest Investment Trust's unrecovered investment in the two mortgage
companies.   The Company relied on Section 4(2) in the issuance of the shares
as a "transaction not involving a public offering."

<PAGE> 20

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None

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

         None

ITEM 5 - OTHER INFORMATION

         None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (A) Exhibits

Exhibit No.          Description                                    Location
----------           ------------                                   ---------

    2.1              Reorganization between the Black Butte             (1)
                       Petroleum, Inc. and Triam Ltd. dated
                       March 23, 1983
    2.2              Acquisition Agreement between Triam Ltd            (1)
                       and Northwest Financial Ltd., dated
                       December 16, 1999
    2.3              Acquisition Agreement Addendum, dated
                       December 20, 1999                                (1)
    2.4              Stock Purchase Agreement dated September
                       24, 1999 between Northwest Financial
                       Group, Inc.,WHY USA NA, and
                       its selling shareholders                         (1)
    2.5              Addendum to Stock Purchase Agreement,
                       dated December 30, 1999 including Assignment     (1)
                       to Donald Riesterer
    2.6              Share Exchange Agreement - Cashline
                       transaction, dated February 8, 2001              (3)
    3.1.1            Articles of Triam Ltd., dated January 6, 1983      (1)
    3.1.2            Amendment to Articles of Incorporation,
                       March 4, 1983                                    (1)
    3.1.3            Amendment to Articles of Incorporation,
                       filed March 29,1983                              (1)
    3.1.4            Articles of Merger, filed on November 9, 1999      (1)
    3.1.5            Amendment to Articles of Incorporation,
                       Jan. 10, 2000                                    (1)
    3.2              Bylaws                                             (1)
    10.1.1           Sample Franchise Agreement                         (1)
    10.1.2           Updated Sample Franchise Agreement                 (4)
    10.2.1           Sub-Lease on Menomonie Property                    (1)
    10.2.2           Updated Lease on Menomonie Property(10/27/00)      (4)
    10.3.            Donald Riesterer - Note for $500,000               (1)
    10.4.            Donald Riesterer - Note for $850,000               (1)
    10.5             Mainstreet Agreement, August 1992                  (2)
    10.6             Diane Butts Agreement, April 28, 1998              (2)
    10.7             Erks Agreement, Nov. 17, 1998                      (2)
    10.8             Jarvis Agreement, April 30, 1998                   (2)
    10.9             Regional Sales Representation Agreements
                       Hansen and VanZandt including amendments         (2)
    10.10            Regional Director Agreement- Cosma, Dec. 1, 2000   (4)
    10.11            Employment Agreement - Diane Butts, Sept. 25, 2000 (4)
    10.12            Purchase Agreement - WHY USA Advantage Realty
                       and Diane Butts, Sept. 25. 2000                  (4)
    10.13            Lease - Advantage Realty                           (4)
    10.14            New extended and combined Note for Donald
                       Riesterer for $1,350,000                         (4)
    10.15            Option Plan                                        (4)

<PAGE> 21

    10.16            Sample Option Agreement                            (4)
    10.17            Assignment and Assumption Agreement between
                      Northwest Investment Trust and the Company
                      Re: Cashline                                      (4)
    10.18            Assignment and Assumption Agreement between
                      Northwest Investment Trust and the Company
                      Re: Alliance West                                 (4)
    10.19            Franchise Purchase Agreement, dated March 31, 2001 (4)
    10.20            Cashline Lease                                      *
    99.1             Press Release                                      (4)
    99.2             Press Release                                      (4)

(1) Filed with the Company's initial Filing on Form 10-SB on May 10, 2000.
(2) Filed with the Company's Form 10-SB/A No. 1 on August 28, 2000
(3) Filed with the Company's Report on 8-K dated February 20, 2000
(4) Filed with the Company's Annual Report on 10K on April 16,2001
 *  Filed herewith

         (B) Reports on Form 8-K
             --------------------

         The Company filed one report on 8-K subsequent to its year end on
February 21, 2001, reporting on its acquisition of Cashline under Items 2 and
7.

<PAGE> 21
                           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.


                                WHY USA FINANCIAL GROUP, INC.

          05/18/01                   /s/ Donald Riesterer
Dated:   _______________         By: _______________________
                                     Donald Riesterer
                                     Chairman of the Board


          5/18/00                    /s/ Leslie M. Pearson
Dated:  ________________         By: _______________________
                                     Leslie M. Pearson
                                     Secretary and Treasurer
                                     Director
                                     Chief Financial Officer