UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, 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, 2003Commission 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 November 6, 2003 was
59,946,110.

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SAFE HARBOR STATEMENT
UNDER THEPRIVATE 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, 2002.

2

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PART I.   FINANCIAL INFORMATION

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# ITEM 1.   FINANCIAL STATEMENTS

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

|                                             | September 30,2003 | 
|-------------------------------------------- | ----------------- | 
|ASSETS                                       |                   | 
|Current Assets:                              |                   | 
|Cash                                         |                   | 
|Accounts and notes receivable  net          |                   | 
|of $65,020 allowance                         |                   | 
|Advances  employees /affiliates             |                   | 
|                                             |                   | 
|Total Current Assets                         |                   | 
|Property and Equipment  net                 |                   | 
|Franchise Acquisition Costs  net            |                   | 
|Other Assets:                                |                   | 
|Prepaid Expenses                             |                   | 
|Goodwill                                     |                   | 
|                                             |                   | 
|Total Assets                                 |                   | 
|                                             |                   | 
|LIABILITIES AND STOCKHOLDERS' EQUITY         |                   | 
|Current Liabilities:                         |                   | 
|Accounts Payable                             |                   | 
|Accrued Expenses                             |                   | 
|Current Portion of Mortgage Loan             |                   | 
|                                             |                   | 
|Total Current Liabilities                    |                   | 
|Long Term Liabilities:                       |                   | 
|Mortgage Loan on Building                    |                   | 
|Reserve for Discontinued Operations          |                   | 
|Liabilities Payable in Stock                 |                   | 
|                                             |                   | 
|Total Long Term Liabilities                  |                   | 
|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, 59,946,110                      |                   | 
|issued and outstanding at September 30, 2003 |                   | 
|Additional Paid-in Capital                   |                   | 
|Accumulated Deficit                          |                   | 
|                                             |                   | 
|Total Stockholders' Equity                   |                   | 
|                                             |                   | 
|Total Liabilities and Stockholders' Equity   |                   | 
|                                             |                   | 

See accompanying notes to consolidated financial statements.

3

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

|                                 | Three MonthsEndedSeptember 30,2003 |  | Three MonthsEndedSeptember 30,2002 |            | Nine MonthsEndedSeptember 30,2003 |   | Nine MonthsEndedSeptember 30,2002 |  
|-------------------------------- | ---------------------------------- |  | ---------------------------------- | ---------- | --------------------------------- | - | --------------------------------- | -
|Revenue:                         |                                    |  |                                    |            |                                   |   |                                   |  
|Mortgage Lending Services        |                                    |  | $                                  | 1,436,299  |                                   | $ | 1,198,964                         |  
|Real Estate Franchise fees       |                                    |  |                                    | 104,009    |                                   |   | 107,812                           |  
|Rental Income                    |                                    |  |                                    | 6,478      |                                   |   |                                  |  
|                                 |                                    |  |                                    |            |                                   |   |                                   |  
|Total Revenue                    |                                    |  |                                    | 1,546,786  |                                   |   | 1,306,776                         |  
|Operating Expenses:              |                                    | 
|Direct Cost of Services          |                                    | 
|Mortgage Lending                 |                                    |  |                                    | 980,401    |                                   |   | 686,709                           |  
|Real Estate Activities           |                                    |  |                                    | 11,304     |                                   |   | 16,297                            |  
|General and Administrative       |                                    |  |                                    | 411,984    |                                   |   | 661,380                           |  
|Sales and Marketing Costs        |                                    |  |                                    | 46,192     |                                   |   | 70,961                            |  
|Depreciation                     |                                    |  |                                    | 21,596     |                                   |   | 21,459                            |  
|Amortization                     |                                    |  |                                    | 59,724     |                                   |   | 59,724                            |  
|                                 |                                    |  |                                    |            |                                   |   |                                   |  
|Total Expenses                   |                                    |  |                                    | 1,531,201  |                                   |   | 1,516,530                         |  
|Income (Loss) from Operations    |                                    |  |                                    | 15,585     |                                   |   | (209,754                          | )
|Interest income (expense)  net  |                                    |  |                                    | 6,388      |                                   |   | 5,325                             |  
|Net gain on sale of subsidiaries |                                    |  |                                    |           |                                   |   | 1,702                             |  
|Income Taxes                     |                                    |  |                                    | (4,400     | )                                 |   |                                  |  
|Income tax benefit of net        |                                    | 
|operating loss carry forward     |                                    |  |                                    | 4,400      |                                   |   |                                  |  
|                                 |                                    |  |                                    |            |                                   |   |                                   |  
|Net Income (loss)                |                                    |  | $                                  | 21,973     |                                   | $ | (202,727                          | )
|                                 |                                    |  |                                    |            |                                   |   |                                   |  
|Weighted Average                 |                                    | 
|Shares Outstanding               |                                    |  |                                    | 59,946,110 |                                   |   | 46,998,798                        |  
|                                 |                                    |  |                                    |            |                                   |   |                                   |  
|Basic and diluted net income    
|(loss) per common share          |                                    |  | $                                  | .00        |                                   | $ | (0.00                             | )
|                                 |                                    |  |                                    |            |                                   |   |                                   |  

See accompanying notes to the consolidated financial statements.

4

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

|                                                         | Nine MonthsEndedSeptember 30, 2003 |  | Nine monthsEndedSeptember 30, 2002 |         
|-------------------------------------------------------- | ---------------------------------- |  | ---------------------------------- | --------
|Cash Flows from Operating Activities:                    |                                    |  |                                    |         
|Net Loss                                                 |                                    |  | $                                  | (176,421
|Adjustments to Reconcile Net Loss to Net Cash Flow Used: |                                    | 
|Common stock to be issued for compensation               |                                    |  |                                    | 131,250 
|Depreciation and amortization expense                    |                                    |  |                                    | 234,432 
|Net Book Value of Franchise Costs and Fixed Assets       |                                    | 
|in Asset Sales of Subsidiaries                           |                                    |  |                                    |        
|                                                         |                                    |  |                                    |         
|Cash Flows provided by (used in)                        
|Operating Activities                                     |                                    |  |                                    | 189,261 
|Changes in Operating Assets and Liabilities, (Net of     |                                    | 
|acquired working capital components):                    |                                    | 
|(Increase) decrease in accounts and notes receivable    
|including Sale of Subsidiary                             |                                    |  |                                    | (79,607 
|Increase (decrease) in accounts payable/accrued         
|liabilities/deferred revenues                            |                                    |  |                                    | (245,240
|(Increase) decrease in other assets/prepaids/notes       |                                    |  |                                    | 180,703 
|                                                         |                                    |  |                                    |         
|Net Change to Operating Assets and Liabilities           |                                    |  |                                    | (144,144
|                                                         |                                    |  |                                    |         
|Net Cash provided by (used in) Operations                |                                    |  |                                    | 45,117  
|Cash Flows from Investing Activities:                    |                                    | 
|Capital expenditures  computers & office               
|remodel/furniture                                        |                                    |  |                                    | (164,054
|Deposit released                                         |                                    |  |                                    | 180,000 
|Working capital of Discover Mortgage Corporation        
|acquired via common stock                                |                                    |  |                                    |        
|                                                         |                                    |  |                                    |         
|Net Cash provided by (used in) Investing Activities      |                                    |  |                                    | 15,946  
|Cash Flows from Financing Activities:                   
|Common stock issued for cash and warrant conversions     |                                    |  |                                    |        
|Rents and repayment of advances to Northwest Financial   |                                    | 
|Group, Inc. and Northwest Investment Trust               |                                    |  |                                    | 12,000  
|Payment of capital leases and loans                      |                                    |  |                                    | (16,667 
|New loans                                                |                                    |  |                                    |        
|                                                         |                                    |  |                                    |         
|Net Cash (used in) Provided by Financing Activities      |                                    |  |                                    | (4,667  
|Net Increase in Cash and Cash Equivalents                |                                    |  |                                    | 56,396  
|Cash and Cash Equivalents at Beginning of Period         |                                    |  |                                    | 321,639 
|                                                         |                                    |  |                                    |         
|CASH AND CASH EQUIVALENTS AT END OF PERIOD               |                                    |  | $                                  | 378,035 
|                                                         |                                    |  |                                    |         

5

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

|Interest                                                  |  |  | $ | 28,019  |  | $ | 14,672  | 
|--------------------------------------------------------- |  |  | - | ------- |  | - | ------- | 
|                                                          |  |  |   |        
|Income taxes                                              |  |  | $ |        |  | $ | 1,000   | 
|                                                          |  |  |   |        
|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 | 
|                                                          |  |  |   |        
|Issued 1,000,000 shares of Common Stock valued at        
|$275,000 and the refinancing of $625,000 in debt         
|to acquire an office building valued at $925,000 from    
|the Chairman of the Board -building appraised at         
|$934,000 prior to its acquisition                         |  |  | $ | 925,000 |  | $ |        | 
|                                                          |  |  |   |        

See accompanying notes to consolidated financial statements.

6

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# 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, 2002 as filed with the
Securities and Exchange Commission.

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.    
          Acquisition of Building  Discover Mortgage Corporation

Discover
acquired a 10,000 square foot office building from the Chairman of the Board for $925,000.
The parent issued 1,000,000 shares valued at $ 275,000 and refinanced $650,000 in debt on
the building to complete the purchase. The building was renovated by Discover and is the
loan origination center for its Minneapolis operations. The transaction was completed at
approximately the appraised value of the building.

5.    
          The Companys proposed merger with Home Services International Inc.,
          expired by its terms in August, 2003.

7

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

Overview

The
Company was incorporated in Utah in 1980 and reorganized as a Nevada corporation in 1983.
The Company was inactive for many years prior to 1999 when it completed a merger to enter
its current business of providing mortgage brokerage services and a real estate franchise
program. The Company also acquired its current name incident to this 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 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 80
franchisees offering real estate services under our WHY USA brand name.

Since
the inception of its current operational business at the end of 1999, the Company has
incurred significant losses, and as of September 30, 2003 had an accumulated deficit of
approximately $ 4.5 million. There can be no assurance that the Companys future
revenues will increase to the levels necessary to achieve profitability or maintain cash
from operations.

The
Companys prospects must also be considered in light of the risks, difficulties, and
expenses frequently encountered by companies in their early years 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.

Analysis of Recent Quarter

Registrant
experienced a net profit of $21,973 for the three months ended September 30, 2003, which
was a significant achievement since it was the first quarter in which registrant realized
net profit from operations on a fully accounted GAAP basis.

In
addition, for these three months ended September 30, 2003, registrants EBITDA income
was $103,293. EBITDA income information is a useful measurement used by registrant to
evaluate its operating results, and is defined as earnings before interest, taxes,
depreciation and amortization. Although EBITDA income results are an important
measurement of registrants financial analysis and operating results, registrant does
not imply that EBITDA income is a substitute for its results of operations shown on the
financial statements herein which were prepared in accordance with generally accepted
accounting principles (GAAP).

8

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Comparative Results of Operations

Revenue
increased to $4,262,226 for the nine months ended September 30, 2003 from $3,735,376 for
the comparable nine month period of 2002. This 14% revenue increase was due to increased
mortgage loan originations.

Direct
Cost of Services increased to $ 2,872,486 for the nine months ended September 30, 2003
from $1,762,107 for the nine months ended September 30, 2002, which increase was
attributable to costs related to increased revenue levels and to higher commission rates
paid to loan officers.

Gross
margin, as determined by deducting the direct cost of services from total revenues, was
approximately 33% for the nine months ended September 30, 2003 compared to 52 % for the
comparable nine- month period of 2002. This gross margin decrease was attributable
primarily to changes in 2003 in allocations of direct cost items used for the
determination of registrants cost of services.

Sales
and marketing costs decreased slightly to $162,231 for the nine months ended September 30,
2003 from $186,475 for the comparable nine months of 2002, which decrease was due to
reduced promotional expenses.

General
and administrative expenses decreased from $2,150,760 for the nine months ended September
30, 2002 compared to $1,141,479 for the nine months ended September 30,2003.This
substantial 47 % decrease was due to economies of scale from increased mortgage
origination revenue as well as a decrease in expenses resulting from the closing of our
Arizona operations in late 2002, and continued cost controlling measures.

Amortization
and depreciation expenses were similar, being $234,432 for the nine months ended September
30, 2003 and $243,075 for the comparable nine-month period of 2002.

Net
loss of $(176,421) for the nine months ended September 30, 2003 decreased from a net loss
of $(547,756) for the nine months ended September 30, 2002. This significant decrease in
net loss was due to better economies of scale related to substantially increased mortgage
origination revenues in Minnesota and continued cost controlling measures.

Liquidity and Capital Resources

As
of September 30, 2003, we had working capital of $248,128 and $378,035 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 or
another source to support our planned expansion activities. If we cannot raise additional
funds through one or more sources, we would need to scale back our planned expansion
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 provided by operating activities for the nine months ended September 30, 2003 was
$45,117 compared to net cash used in operating activities of $(45,438) for the comparable
nine months of 2002. Net cash provided for this 2003 nine-month period consisted of
positive cash flows from operating activities of $189,261 and $180,703 decreases in
prepaid assets/notes/other assets, offset by $79,607 increases in accounts/notes
receivable and $245,240 decreases in accounts payable/accrued liabilities/deferred
revenues.

Net
cash provided by investing activities for the nine months ended September 30, 2003 was
$15,946 compared to net cash used in investing activities of $(124,939) for the comparable
nine months of 2002. Net cash provided for this 2003 nine-month period consisted of
release of a $180,000 bank deposit related to the purchase of our Minneapolis mortgage
operations building offset by $164,054 of capital expenditures to remodel and equip these
facilities for efficient mortgage origination operations.

Net
cash used in financing activities for the nine months ended September 30, 2003 was
$(4,667) compared to net cash provided by financing activities of $261,941 for the
comparable nine months of 2002. Net cash used in this 2003 nine-month period consisted of
payments on capital leases/loans of $16,667 offset by repayment to registrant of advances
totaling $12,000.

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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, 2003, the Company had approximately $4.5 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.

# ITEM 3.   CONTROLS AND PROCEDURES

The
effectiveness of disclosure controls and procedures of the registrant were evaluated by
management within 90 days prior to the filling date of this quarterly report (the
Evaluation Date), resulting in the following conclusions:

|i) |  | such controls and procedures have been designed to ensure that material
information on the registrant has been made known to the management of
registrant by employees of the registrant and its subsidiaries during the period
in which this quarterly report was prepared: and
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii) |  | there were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of their
most recent evaluation, and accordingly no corrective actions were necessary to
be taken by the registrant.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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PART II.   OTHER INFORMATION

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

| | (a) |  | Exhibits
| | --- |  | --------

| |  | 31.1 |  | Sarbanes
Oxley Certification of Chief Executive Officer
| |  | ---- |  | -------------------------------------------------------

| |  | 31.2 |  | Sarbanes
Oxley Certification of Chief Financial Officer
| |  | ---- |  | -------------------------------------------------------

10

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# 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 10, 2003

| |  |                               |  |                           | 
| |  | ----------------------------- |  | ------------------------- | 
| |  | WHY USA FINANCIAL GROUP, INC.
| |  | By                            |  | /s/   James B Kylstad     | 
| |  |                               |  |                          
| |  |                               |  | James B. Kylstad          | 
| |  |                               |  | Chief Executive Officer   | 
| |  | By                            |  | /s/   Michael J. Peterson | 
| |  |                               |  |                          
| |  |                               |  | Michael Peterson          | 
| |  |                               |  | Chief Financial Officer   | 

11

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