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

                                   FORM 10-QSB

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

                For the Quarterly Period Ended September 30, 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) 841-7050
              (Registrant's telephone number, including area code)

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




Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports) YES {X} NO { },
and (2) had been subject to such filing requirements for the past 90 days.
YES {X} NO { }

The number of shares outstanding of the Registrant's Common Stock, 0.001 par
value, as of September 30, 2001 was 35,352,915.

<PAGE>


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

         This quarterly report on Form 1O-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 1OKSB report for the year ended December 31,
2000.

<PAGE>

--------------------------------------------------------------------------------
                         PART I. FINANCIAL INFORMATION
--------------------------------------------------------------------------------

ITEM 1. FINANCIAL STATEMENTS


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

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

                                                             SEPTEMBER 30
                     ASSETS                                      2001
                                                             -----------
CURRENT ASSETS:
   CASH                                                      $    89,470
   ACCOUNTS RECEIVABLE - NET                                     102,665
   MORTGAGE LOANS HELD FOR RESALE                                247,900
                                                             -----------
                                     TOTAL CURRENT ASSETS        440,035

PROPERTY AND EQUIPMENT, NET                                      276,688

FRANCHISE ACQUISITION COSTS - NET                              2,043,001

OTHER ASSETS:
   DEPOSITS & OTHER                                               45,240
   EQUITY IN REAL ESTATE                                         304,098
                                                             -----------
                                             TOTAL ASSETS    $ 3,109,062
                                                             ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   ACCOUNTS PAYABLE                                          $   351,625
   ACCRUED EXPENSES                                               39,284
   DUE TO AFFILIATES                                             103,500
   BANK LOANS & NOTES & CURRENT PORTION OF CAPITAL LEASE         302,103
                                                             -----------
                                TOTAL CURRENT LIABILITIES        796,512

LONG TERM LIABILITIES:
   FRANCHISE ACQUISITION NOTE                                    250,000
   ACQUISITION RELATED LIABILITIES                               263,394
   ACQUISITION LIABILITY PAYABLE IN STOCK                        469,334
   CAPITAL LEASE - LONG TERM PORTION                              30,240
                                                             -----------
                              TOTAL LONG TERM LIABILITIES      1,012,968


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,
     35,352,915 issued and outstanding as of
     September 30, 2001                                           35,352
                               ADDITIONAL PAID-IN CAPITAL      5,828,983
                                      ACCUMULATED DEFICIT     (4,564,753)
                                                             -----------
                               TOTAL STOCKHOLDERS' EQUITY      1,299,582
                                                             -----------

               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 3,109,062
                                                             ===========

      SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>


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

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED               NINE MONTHS ENDED
                                                   SEPTEMBER 30    SEPTEMBER 30    SEPTEMBER 30    SEPTEMBER 30
                                                        2001            2000            2001            2000
                                                   ------------------------------------------------------------
<S>                                                <C>             <C>             <C>             <C>
REVENUE:
    Mortgage lending services                      $    752,030    $    188,171    $  1,490,488    $    511,676
    Real estate franchise sales and services            226,818         149,413         690,737         354,338
                                                  -------------------------------------------------------------
       TOTAL REVENUE                                    978,848         337,584       2,181,225         866,014


OPERATING EXPENSES:
    Direct Cost of Services
       Mortgage lending                                 324,033         152,539         655,943         423,682
       Real estate franchising                           12,803           7,752          90,787          39,737
    General and administrative                          775,696         326,159       1,636,393       1,101,658
    Sales and marketing costs                            55,661          73,552         208,213         171,479
    Depreciation                                          9,422           3,235          22,677           6,142
    Amortization of goodwill and costs
     related to acquisitions                            108,380          45,929         892,840         129,245
                                                  -------------------------------------------------------------
                                                      1,285,995         609,166       3,506,853       1,871,943

LOSS FROM OPERATIONS                                   (307,147)       (271,582)     (1,325,628)     (1,005,929)

    INTEREST INCOME (EXPENSE) NET                       (15,550)         12,705         (12,360)         18,119

(INCOME TAXES) BENEFIT - OPERATIONS                          --              --              --           3,000

                                                  -------------------------------------------------------------
       NET LOSS                                    $   (322,697)   $   (258,877)   $ (1,337,988)   $   (984,810)
                                                  =============================================================

                                                  -------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING                  35,150,000      32,671,195      35,050,000      32,160,222
                                                  =============================================================

                                                  -------------------------------------------------------------
BASIC AND DILUTED NET LOSS PER COMMON SHARE        $      (0.01)   $      (0.01)   $      (0.04)   $      (0.03)
                                                  =============================================================
</TABLE>



<PAGE>

                          WHY USA FINANCIAL GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  Nine Months Ended
                                                                             -----------------------------
                                                                             September 30     September 30
                                                                                 2001             2000
                                                                             ------------     ------------
<S>                                                                         <C>            <C>
Cash Flows from (used in) Operating Activities:
  Net income (loss) from continuing operations                               $ (1,337,988)    $   (984,810)
  Adjustments to reconcile net income to net cash flow
    Provision for depreciation and amortization                                   161,174          135,387
    Deferred tax benefit                                                               --           (3,000)
    Common stock issued for compensation and goodwill expensed                    627,667          390,000
                                                                             ------------     ------------
    Increase (decrease) in Cash Flow from continuing Operating Activities        (549,147)        (462,423)

Changes in Operating Assets and Liabilities:
  Net (decrease) in current assets                                                (23,947)        (626,854)
  Net increase (decrease) in current liabilities                                  248,430           33,129
                                                                             ------------     ------------
    Total Change to Operating Assets and Liabilities                              218,590         (593,725)
                                                                             ------------     ------------
             Net Cash (Used in) Operations                                       (330,557)      (1,056,148)

Cash Flows Provided by (Used in) Investing Activities:
  Cash of purchased entities-acquired via common stock                             16,429               --
  Capital expenditures                                                            (11,963)        (115,936)
  Investment in preferred stock                                                        --         (100,000)
                                                                             ------------     ------------
             Net Cash (Used in) Investing Activities                                4,466         (215,936)

Cash Flows Provided by (Used in) Financial Activities:
  Net proceeds of common stock sold                                               332,561        1,421,091
  Advances from Northwest Financial Group, Inc.                                    48,000           52,228
  Notes and loan payments                                                         (54,470)         (26,400)
                                                                             ------------     ------------
             Net Cash provided by Financing Activities                            326,091        1,446,919

Net Increase in Cash and Cash Equivalents                                          69,366          174,835

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $     89,470     $    174,835
                                                                             ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


              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
1O-KSB report for the year ended December 31, 2000 as filed with the Securities
and Exchange Commission. The results of operations for the period ended
September 30, 2001 are not necessarily indicative of the results to be expected
for any subsequent period or for the entire fiscal year ending December 31,
2001.

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.


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

Overview

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

<PAGE>


     The Company derives its revenues primarily from mortgage origination fees
and franchise sales and royalty fees associated with the mortgage lending and
real estate franchising operations of the Company. Mortgage lending services are
conducted through offices of the Company located in Minneapolis, MN and Phoenix
AZ, and a telemarketing call center located in northern Minnesota. The Company's
"WHY USA" real estate franchise program is conducted from a central office
located in Wisconsin. The Company currently has 84 franchisees offering real
estate services under our WHY USA brand name. The Company also acquired two real
estate businesses from former WHY USA franchisees, one in Wisconsin and one in
Arizona, both of which are now operated directly by the Company.

     The Company has a limited operating history upon which investors may
evaluate its business and prospects. Since the inception of its current
operational business at the end of 1999, the Company has incurred significant
losses, and as of September 30, 2001 had an accumulated deficit of approximately
$4.56 million. The Company intends to expend considerable financial and
management resources on sales and marketing, development of additional financial
services, strategic acquisitions or alliances, and expanded operations to
support larger-scale business operations. As a result, the Company expects to
continue incurring losses for the remainder of this year. There can be no
assurance that the Company's revenues will increase to the levels necessary to
achieve profitability or generate cash from operations in the future.

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

<PAGE>


Results of Operations

     Revenue increased to $2,181,225 for the nine months ended September 30,
2001 from $866,014 for the comparable nine-month period of 2000. This 152%
revenue increase was due to substantial increased mortgage originations and real
estate franchise transactions and fees.

     Direct Cost of Services increased to $746,730 in the nine months ended
September 30, 2001 from $463,419 in the nine months ended September 30, 2000,
which increase was attributable to increased revenue levels.

     Gross margin, as determined by deducting the direct cost of services from
total revenues, increased from approximately 46% in the nine months ended
September 30, 2000 to 66% for the comparable nine months of 2001. This gross
margin increase was attributable primarily to economies of scale from increased
revenues.

     Sales and marketing costs increased slightly when comparing the first nine
months of 2001 to the comparable period of 2000. General and administrative
expenses increased to $1,636,393 in the nine months ended September 30, 2001
from $1,101,658 during the comparable nine months of 2000, which 49% increase
was due primarily to increased revenues.

     Amortization of goodwill and acquisition costs increased significantly from
$129,245 in the nine months ended September 30, 2000 to $892,840 for the
comparable nine months of 2001, which increase is due to acquisitions made by
the Company during 2001.

     Net loss of $1,337,988 for the nine months ended September 30, 2001
increased from a net loss of $984,810 for the nine months ended September 30,
2000. This increased the loss of $353,178 for the 2001 nine-month period was
attributable primarily to increased acquisition amortization costs.


Liquidity and Capital Resources

     Our liquidity is very limited. As of September 30, 2001, we had a negative
working capital of $(356,477) and $89,470 of cash. Since inception of our
current mortgage brokerage and real estate franchising operations, we have
funded our development, acquisitions and ongoing operations through private
placements of our common stock along with advances to us from affiliated
persons. We most likely will need to raise additional capital from sales of our
equity securities to support our current operations and planned expansion
activities. If we cannot raise additional funds through one or more sources, we
would need to scale back our planned operations significantly. There is no
assurance we will be able to obtain future debt or equity financing as needed,
or that any offered financing terms will be acceptable to us.

<PAGE>


     Net cash used in our operating activities for the nine months ended
September 30, 2001 was $330,557 compared to $1,056,148 for the comparable period
of 2000 which decrease was attributable primarily to the increase in mortgage
loans held for resale and other current assets.

     Net cash provided by investment activities for the nine months ended
September 30, 2001 was $4,466 compared to net cash used by investing activities
for the comparable nine months of 2000 of $215,936, which difference was
attributable to considerable higher capital expenditures in 2000 and to cash
acquired incident to an acquisition in 2001.

     Net cash provided by financing activities for the nine months ended
September 30, 2001 was $326,091 compared to $1,446,919 for the comparable nine
months of 2000. The much larger cash provided in 2000 was due to greater sales
of private placement common stock than in 2001.


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, 2001, the Company had approximately $4.56
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.

<PAGE>


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

ITEM 2. CHANGES IN SECURITIES

         In July-August 2001 the Registrant sold 300,000 common shares to an
accredited private investor for $100,000. This transaction was exempt from
registration in reliance upon section 4(2) of the Securities Act of 1933, as
amended, as a transaction by an issuer not involving any public offering. The
recipient of shares in this transaction represented his intention to acquire
these shares for investment only and not with a view to sell in connection with
any distribution thereof, and an appropriate restrictive legend was affixed to
the certificate issued in this transaction.

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

         (a)      Exhibits - None
         (b)      Reports on Form 8-K. The registrant filed one current report
                  on Form 8-K during the quarter ended September 30, 2001, which
                  was dated August 28, 2001. This report referred to the
                  Registrant's entering into a definitive business combination
                  on August 14, 2001 to acquire Innovative Financial Systems,
                  Inc. a South Dakota corporation providing financial services
                  primarily in the upper Midwest.



                                   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 12, 2001                 WHY USA FINANCIAL GROUP, INC.


                                        By  /s/ Donald Riesterer
                                           ---------------------------------
                                                Donald Riesterer
                                                Chairman of the Board

                                        And /s/ Leslie M. Pearson
                                            --------------------------------
                                                Leslie M. Pearson
                                                Chief Financial Officer