U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

         For the fiscal year ended December 31, 2001

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

         For the transition period from _________ to__________.

                        Commission file number 000-30601

                          WHY USA FINANCIAL GROUP, INC.
                 (Name of small business issuer in its charter)

             NEVADA                               80-0040096
   (State or other jurisdiction of     (IRS Employer Identification No.)
   incorporation or organization)

             8301 CREEKSIDE, UNIT 101, BLOOMINGTON, MINNESOTA 55437
               (Address of principal executive offices) (Zip code)

                    Issuer's telephone number: (952) 841-7050


          Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

          Securities registered under Section 12(g) of the Exchange Act:

                   COMMON STOCK - PAR VALUE: $0.001 PER SHARE
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year were: $ 3,046,495

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked prices per
share on March 10, 2002 was approximately $11,300,000.

As of March 10, 2002, the issuer had outstanding approximately 37,517,903 shares
of its common stock, $0.001 par value.

<PAGE>


      SAFE HARBOR STATEMENT REGARDING FORWARD LOOKING STATEMENTS UNDER THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995


          This annual report on Form 10-KSB 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. Factors that may cause
such differences include, but are not limited to, the Company's limited business
history, variability of operating results, uncertainty of future profits,
general risks associated with providing services in the real estate and mortgage
lending industries, failure or inability of the Company to obtain additional
working capital financing when needed, management of the Company's growth in an
effective manner, and the following more specific risk factors:

     *    The Company's operations are periodically affected substantially by
          changes in general economic conditions, particularly those involving
          material fluctuations in interest rates or tightening in the
          availability of funding from financial institutions.

     *    The Company's business is dependent substantially upon favorable
          interest rates and continuing healthy conditions in new and used
          residential sales and purchases and refinancing thereof, both
          nationally and locally in areas served by the Company.

     *    The Company's real estate franchising operations are dependent upon
          the results of its independent franchisees over whom the Company has
          no direct control, and upon the ability of the Company to keep its
          franchisees properly trained and motivated to actively conduct
          residential sales and purchases in their respective franchise
          territories.

     *    The Company's future financial condition and success will depend
          substantially upon its ability to obtain a substantial and growing
          share of real estate and mortgage business in areas where it operates,
          and also upon the Company being able to increase its franchise network
          materially. There is no assurance that the Company's real estate
          franchising or mortgage financing services or its various marketing
          concepts will achieve the market acceptance from prospective
          franchisees and homeowners to become successful.

     *    Competition in the real estate franchising and mortgage financing
          industries is intense, and each of these industries includes many
          large and well-established firms and companies, banks and other
          financing institutions, and specialized service companies, as well as
          innumerable small and medium competitors. Many of our competitors are
          substantially larger than our company and have significantly greater
          financial, personnel, marketing and other resources than those
          possessed by us. Moreover, many of our competitors already have
          obtained a significant customer base and achieved significant and
          widespread brand name recognition for their services, franchises and
          marketing networks. There is no assurance we will be able to compete
          effectively against our many competitors, or that we will be able to
          respond adequately to the various competitive factors characteristic
          of our industry. Moreover, we expect to encounter additional
          significant industry competitors which will emerge from time to time
          in the future.


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<PAGE>


     *    Our directors, officers and other persons affiliated with our
          management as a group hold a majority percentage ownership of our
          outstanding common stock, and thus as a group they will be able to set
          and control our business policies and operations, including the
          ability to manage all operations, appoint all executive officers,
          determine all management salaries and other compensation, and elect
          all members of our Board of Directors.

     *    Our future success is very dependent upon the experience and efforts
          of our management team and key operational personnel. The loss of
          services of one or more of our officers or other key employees could
          have a material adverse effect on our business and future prospects.
          We also will be very dependent upon our ability to attract and retain
          key management, marketing and operational personnel for our planned
          expansion and any inability to hire future qualified personnel would
          most likely have a material adverse effect on our business and
          prospects.

     *    We regard our intellectual property, including our franchise program,
          our trademarks and tradenames, and our confidential Operations Manuals
          and trade secrets, as being particularly valuable to our current and
          future franchise business. We will rely upon general trademark and
          franchise laws, confidentiality agreements, and certain other matters
          to protect our intellectual property. There can be no assurance that
          the various steps taken by us to protect our proprietary intellectual
          property rights will be adequate or effective, or that third parties
          will not infringe on or misappropriate our proprietary rights.

     *    Our business strategy and future expansion plans rely substantially on
          our ability to identify and acquire additional established mortgage or
          other financial service companies from time to time. There is no
          assurance we will succeed in making suitable and favorable
          acquisitions in the future or that we will be able to successfully
          manage any acquired businesses or integrate them effectively into our
          overall operations.


                               GENERAL INFORMATION
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Introduction

         WHY USA Financial Group, Inc. (the "Company"), a Nevada corporation, is
engaged in the business of providing real estate and mortgage financial services
primarily for transactions involving sales, purchases or financing of
residential properties. Our business is conducted through various wholly-owned
subsidiaries which relate either to our mortgage brokerage business or to our
WHY USA real estate franchise business. Our primary mission is to develop and
provide professional residential real estate and mortgage financing services and
support both to our network of franchise real estate brokers and their customers
and to new home, used home and refinancing mortgage seekers dealing directly
with our mortgage lending offices.


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<PAGE>


Background

         The Company was incorporated in Utah in 1980 and in 1983 was
reorganized as a Nevada corporation. Prior to acquiring our real estate
franchise subsidiary and our initial Minneapolis mortgage brokerage business in
December 1999, the Company was an inactive public company under a former name
with no assets, and had not been engaged in active operations for many years.
During the 1980's the Company had been involved in various business activities
including investing in oil and gas and other mining properties and dealing in
precious coins and gemstones, which business ventures were unsuccessful and
abandoned by 1990.

         The Company acquired both its real estate business, WHY USA North
America, Inc. and its initial mortgage financing business, Northwest Financial
LTD., through its 1999 reorganization merger. Incident to this merger, the
former shareholders of these two subsidiaries acquired a substantial majority of
the outstanding common stock of the Company through stock exchange and purchase
transactions. This reorganization was effected as a reverse merger for financial
statement and operational purposes, and WHY USA North America, Inc and Northwest
Financial Ltd. became wholly-owned subsidiaries of the Company.

Acquisition Strategy and Transactions

         Since our reorganization was completed in late 1999,a deliberate and
principal element of our business strategy has been to expand our business
significantly through acquisitions of established businesses in our industry. We
believe our acquisition strategy will enable us to become a national presence in
our industry over the coming years, and will also provide considerable economies
of scale in our operations due to material and instant increases in our revenue
base whenever we complete an acquisition. Moreover, we believe we will be able
to access more favorable terms from financial institutions providing our
mortgage funding as our lending transactions increase form acquisitions.

         During 2001, we conducted a number of acquisition transactions
including i) completion of acquisitions of three Arizona mortgage lending
companies, ii) abandonment of two transactions to acquire affiliated financial
services companies located in Minnesota and South Dakota, and iii) negotiating
to acquire a significant Minneapolis mortgage lender which was completed by us
in early 2002. This acquisition activity is described as follows:

         AMERICA'S CASHLINE CORPORATION ("Cashline") - In February 2001 we
acquired all of the outstanding capital stock of Cashline, which conducted
business from Scottsdale, AZ primarily dealing with subprime mortgage lending
transactions. Consideration given by us to acquire Cashline consisted of 600,000
shares of our common stock and cash in the amount of approximately $500,000. By
the summer of 2001, it became clear to us that this Cashline acquisition was a
serious mistake which had resulted in a substantial loss to us, that the former
owners of Cashline had misrepresented its business and financial position
significantly, and that Cashline was basically insolvent. Accordingly, we
terminated any further business operations or activities of Cashline.

         VALLEY FINANCIAL AND MORTGAGEBANC - In June, 2001 we acquired two
affiliated Arizona mortgage lenders, Valley Financial Funding LLC (" Valley")
and First National MortgageBanc, LLC ("MortgageBanc"), which are actively
engaged in residential mortgage lending and originations primarily in the
Phoenix AZ vicinity. Assets acquired by us in this transaction include
significant mortgage broker and banker licenses, leased office facilities in
Arizona, considerable office furniture and equipment, and substantial goodwill
related to the established and ongoing businesses of Valley and MortgageBanc.




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<PAGE>

Since this acquisition, we have consolidated the operations of Valley and
MortgageBanc into one entity for operational and accounting purposes.

         We did not need any cash to acquire Valley and MortgageBanc. Rather
they were acquired through stock exchange agreements whereby we issued an
aggregate of 830,000 shares of our common stock for all of the outstanding
capital stock of Valley and MortgageBanc, plus warrants to purchase up to
1,000,000 additional shares of our common stock until their expiration in June
2004 (200,000 at $1/share, 300,000 at $2/share, 200,000 at $3/share, 200,000 at
$4/share and 100,000 at $5/share). These share exchange agreements also
contained an earnout provision based on future mortgage funding whereby the
owners of Valley and MortgageBanc may receive a total of 335,000 additional
common shares in 2001 and similar 335,000 common shares in 2002.

         Incident to securing the continued employment of the principal
executive officers of Valley and MortgageBanc, we also issued stock options to
them to purchase a total of 450,000 shares of our common stock at $1.00 per
share, which vest periodically over 3 years and expire in 2011.

         Business conducted by us in Arizona through our Valley and MortgageBanc
acquisitions constituted approximately 62% of our total mortgage lending
revenues in 2001.

         INNOVATIVE FINANCIAL SYSTEMS - From July through October, 2001, we
negotiated and entered into share exchange agreements to acquire all or most of
the outstanding capital stock in two affiliated financial service companies,
Innovative Financial Systems, Inc., a South Dakota corporation ("IFS-SD") and
Innovative Financial Systems, Inc. a Minnesota corporation ("IFS-MN"). These
affiliated companies are engaged in providing various financial services
including check cashing and verification, ATM transactions and collection
services. In order to purchase IFS-SD and IFS-MN, we would have been required to
issue a total of 2,000,000 shares of our common stock plus considerable
additional earnout shares based on future income. We also would have been
required to issue substantial warrants and assume significant promissory note
obligations incident to the IFS-MN transaction.

         After conducting substantial due diligence in late 2001 regarding these
affiliated IFS companies, we were unable to obtain the information and documents
we needed to determine effectively the operational status and financial
condition of IFS-SD and IFS-MN. Accordingly, we allowed these IFS agreements to
expire by their terms in 2001. We are no longer pursuing the acquisition of
these IFS companies.

         DISCOVER MORTGAGE CORP. - From November 2001 through January 2002, we
negotiated to acquire Discover Mortgage Corp ("Discover") a Minnesota
corporation engaged in mortgage lending in the Minneapolis St. Paul metropolitan
area and certain other regions of Minnesota and Wisconsin. Discover has its main
office in suburban Minneapolis and three branch offices in Duluth MN, St. Cloud
MN and LaCrosse WI. Discover has a broad mortgage origination business ranging
from jumbo mortgages to prime borrowers to small difficult-to-place mortgages
for subprime or nonconforming customers. Discover is a HUD approved mortgage
broker which generated in excess of $150 million of loan originations in 2001,
resulting in profitable revenues exceeding $2.8 million. When compared to 2000,
revenues of Discover in 2001 increased approximately 100%.

         Consideration given by us for Discover was limited to equity without
requiring any cash outlay from us for this acquisition. We agreed to issue two
times the net worth of Discover as of December, 2001 based on a common share
price of $.30 per share, which resulted in a total of 1,177,140 common shares.
In addition, the former shareholders of



                                       5
<PAGE>

Discover are eligible to receive future "earnout" shares equal to 6.5 times the
audited 2002 income of Discover based on $.50 per share.

         The agreement to acquire Discover was executed and closed in early
February 2002, after which Discover became a wholly-owned subsidiary of our
company. For accounting and operational purposes, the effective date of the
Discover acquisition was January 1, 2002. We have entered into employment
agreements to retain the services of the principal former owners and executive
officers of Discover, and they continue to be in charge of conducting and
providing mortgage lending services for Discover. They also have commenced
integrating the personnel and operations of Northwest Financial, Ltd., our prior
suburban Minneapolis Mortgage loan originator, into the structure and policies
of Discover.

         Assets acquired by us incident to the Discover acquisition include
active mortgage broker licenses, leased office facilities, considerable computer
and other office equipment and furniture and substantial goodwill derived from
the ongoing, profitable and growing business of Discover.

         Assuming on a pro forma basis that Discover had been owned by us
during all of 2001, its revenues would have constituted approximately 49% of our
total pro forma revenues.

WHY USA Franchise Program

         Through our WHY USA franchise system we offer independent real estate
brokers and agents a unique proprietary real estate management and marketing
program. Our WHY USA national franchise system, which is approved for selling in
41 states, was developed in the 1980's by an Arizona company. Its operations
were moved to Wisconsin in the 1990's and we acquired this franchise program
incident to our 1999 reorganization. This business is owned and operated by us
under a wholly-owned subsidiary, WHY USA of North America, Inc. a Wisconsin
corporation. Our WHY USA franchise operations are headquartered in Hudson,
Wisconsin, which lies within the Minneapolis/St. Paul metropolitan region.

         The WHY USA franchise is available to all licensed real estate brokers
and their agents, who must enter into a WHY USA Franchise Agreement in order to
conduct business under the WHY USA name and proprietary operational system. WHY
USA provides a unique, confidential plan of operating a real estate office,
consisting of a number of successful listing, selling, marketing and management
techniques developed over the years and supported by training programs,
copyrighted marketing methods, and educational materials.

         The initial franchise fee for a WHY USA real estate office is $15,990
for a designated territory. Franchisees also pay ongoing transaction fees to us
based on the lesser of $100 per transaction or 6% of commission revenues,
providing they must pay at least a monthly minimum of $400. Transactions are
defined as any closing or rental as a listing or selling agent, any referral or
advance fee received from a client, and any consulting, assistance or material
purchase fee related to leasing or selling property. The estimated initial
investment to commence business as a WHY USA franchisee is around $45,000
including the initial franchise fee. We provide substantial initial and ongoing
support to our franchisees including assistance with locating an office,
provision of a confidential comprehensive Operations Manual, a training seminar
for new franchisees, training and promotional videos and brochures, sample
marketing materials, continuing advisory assistance regarding operations,
supplemental marketing and advertising materials, and advice regarding Internet
access capabilities and procedures.




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<PAGE>

         The basic WHY USA method for listing real property offers the selling
owner two options, the first being a "for sale by owner" plan and the other
being a full service listing of the property for a discounted commission of
5.9%. Under the for sale by owner option, the seller pays a flat fee of $990 for
which the WHY USA franchise office provides signage, professional real estate
forms, and general advice regarding the sale of the property. The full listing
option also has a further option providing for an additional reduced commission
by paying a set nonrefundable fee. The property owner also retains the right to
sell the property to a friend, relative or acquaintance without paying anything
more than the $990 flat fee amount.

         We currently have 71 WHY USA franchisees having a total of 81 WHY USA
offices with about half located in Minnesota and nearby Midwestern states, a few
in California and the rest spread across the country. We currently do not have a
material presence in Eastern and Southern states, although our future marketing
plan includes directing substantial efforts toward certain states such as Texas,
Florida and Arizona. We estimate that our current franchisees include more than
750 licensed real estate agents who in the aggregate generate between 300 and
400 monthly real estate transactions.

         During 2001, we increased our active WHY USA franchise base from 61 to
71 active franchisees, an increase of approximately 16%. Our revenues from real
estate franchise operations in 2001 constituted approximately 29% of our total
revenues.

Mortgage Lending Services

         Our mortgage origination services are conducted from our wholly-owned
subsidiaries in suburban Minneapolis and Phoenix. During 2001, mortgage
origination revenues and fees constituted approximately 71% of our total
revenues. We acquired Northwest Financial, Ltd. in December 1999 along with the
acquisition of our WHY USA franchise subsidiary. Northwest Financial, Ltd. was
incorporated in 1998, but did not commence active operations until 1999. Its
primary mortgage financing operations from 1999 through 2001 have consisted of
residential housing mortgage originations in Minnesota and Wisconsin. Our
mortgage loan officers in Minnesota and Arizona typically act as brokerage
agents and process their mortgage loan applications through one of a number of
banking or other lending institutions which provide the actual funding. We
normally pay for the credit report, property appraisal and processing expenses
of the mortgage loan. We do not service any of the mortgage loans we originate.

         We believe that our mortgage loan services will assist us substantially
to expand our WHY USA real estate franchises, since they give our franchisees
another source of revenue and they enable our franchisees to provide additional
valuable services to their clients. We intend to train and have a qualified
mortgage loan originator in each of our WHY USA Franchisee offices, which we
believe will assist us considerably in attracting new WHY USA franchisees as
well as providing us with a continual significant source of mortgage loan
origination fees. Loan originators will earn established fees based on the
volume of loan originations which are successfully closed due to their efforts.
Mortgages placed by us for customers of WHY USA franchisees also benefit their
customers materially because we provide them with an additional discount of 1/2%
of the real estate commission in consideration for their using our mortgage
origination services. Besides our anticipated mortgage business from WHY USA
franchise offices, we will continue to obtain a substantial majority of our
mortgage origination fees from our direct sales of mortgage services to many
others including new construction, existing home purchase, secondary and
refinancing mortgages.



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<PAGE>

Phoenix WHY USA Branch

         We own and operate one WHY USA real estate office in suburban Phoenix,
AZ. from which we conduct residential real estate business under basically the
same manner and policies as used by our WHY USA franchisees. During 2001, this
real estate business from this Arizona branch office constituted approximately
3% of our total revenues and approximately 10% of our revenues from our total
real estate activities excluding any mortgage lending transactions.

Marketing

         We expend considerable financial and personnel resources toward
conducting an ongoing advertising and marketing program to promote our WHY USA
franchise brand awareness and develop customer loyalty, as well as to assist our
real estate franchisees in obtaining new prospective customers. Our franchise
marketing program focuses primarily on support of existing WHY USA franchisees,
including marketing activities such as advertising in selected general print and
other media, placing ads in certain industry periodicals, providing on-site
training and technical assistance to our franchisees, preparation of
professional brochures, videos and other sales materials portraying the services
and advantages of WHY USA franchises, participation in selected industry trade
shows, and maintaining a WHY USA Internet website.

         Marketing of our mortgage lending services is conducted by our loan
officers who rely principally on leads and referrals developed by them
personally or through our telemarketers.

         Incident to our mortgage origination business in Minnesota and
Wisconsin, we also have an experienced telemarketing center in Sebeka, Minnesota
which was established in 1998 solely to develop leads to target customers
seeking initial mortgage loans or refinancing. Our telemarketing center is
equipped with modern computerized telemarketing equipment.

         We believe that our telemarketing center has been very effective as a
marketing tool for our mortgage lending services in Minnesota and Wisconsin, and
we intend to expand it in order to develop leads and serve our various loan
officers in all other areas where we offer our mortgage lending services.

Personnel

         As of January 31, 2002, we employed 28 personnel not counting our
northern Minnesota telemarketing operation. Three of these 28 employees are
executive officers managing our overall corporate operations. Other employees
include 17 loan officers (who originate mortgages) and 5 loan processors at our
Minnesota and Arizona mortgage lending offices, and 3 WHY USA franchise
personnel who manage and market our real estate franchise program. None of our
employees belong to a labor union and we consider our employee relations to be
good. We also employ 16 personnel at our telemarketing facility in northern
Minnesota, of which one is a fulltime manager and 15 are telemarketers working
on a part-time basis.

         We also are currently integrating into our company the personnel of our
recent mortgage lending acquisition, Discover Mortgage Corp. From this
acquisition, we are obtaining 34 additional personnel including 28 loan officers
and 6 administrative and loan processing personnel.



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<PAGE>

ITEM 2.  DECRIPTION OF PROPERTY

         The Company's executive headquarters are located in Bloomington,
Minnesota in a leased office facility of approximately 2,300 square feet, which
is being leased from an affiliated party on a month-to-month basis at $3,000 per
month. The $3,000 monthly rental is based on amounts charged to other tenants in
the same building.

         The Company's Minneapolis mortgage lending operations are conducted
from office spaces of 2,500 square feet located in Minneapolis, Minnesota, which
is also leased from an affiliated party on a month-to-month basis at $4,000 per
month. We believe the monthly rental rate is comparable to similar office space
rents in the vicinity.

         The Company's telemarketing center is located in Sabeka, Minnesota in
1,500 square feet of office space in a building owned by an affiliated party.
These telemarketing facilities are being leased on a month-to-month basis at
$500 per month, and the Company believes this monthly rental rate is comparable
to similar office rental in that locale.

         The Company's WHY USA real estate franchise operations are conducted
from office spaces of 1,000 square feet in Hudson, Wisconsin, which are being
leased for $1,200 monthly rental under a written lease expiring in 2005.

         The Company's Arizona mortgage lending operations are conducted from
office spaces of 5,000 square feet located in Phoenix, which are being leased by
our Arizona subsidiary at $6,300 monthly rental under a written lease expiring
in December, 2003.

         The Company's WHY USA real estate branch office in suburban Phoenix, AZ
consists of 1,800 square feet being leased at $2,400 monthly rental under a
written lease expiring in 2006.

         Our recent mortgage lender acquisition, Discover Mortgage Corp.
conducts its business from 5,200 square feet of office spaces located in
suburban Minneapolis, which are being leased by Discover Mortgage Corp at a
$8,400 monthly rate under a written lease expiring in June, 2003.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any material pending legal or
governmental administrative proceedings, and also is not aware of any such
material threatened proceedings.

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

         NONE.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's common stock is traded publicly and quoted
over-the-counter on the NASD Electronic Bulletin Board under the symbol "WUFG".
Since the inception of trading of the Company's common stock, trading has been
sporadic much of the time and characterized by low volume from time to time.
Trading prices also have fluctuated widely, and there is no assurance a more
stable and regular trading market will occur in the future. The table




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below sets forth the high and low bid prices for the Company's common stock for
each quarterly period since inception of trading on the NASD Electronic Bulletin
Board in January 2001, which bid quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.

                  YEAR     QUARTER        HIGH BID           LOW BID
                  ----     -------        --------           -------

                  2001     First           $1.25               $.75
                           Second          $ .95               $.65
                           Third           $ .85               $.50
                           Fourth          $ .90               $.35

                  2002     First           $ .45               $.18


         As of December 31, 2001, the Company had 1,327 shareholders of record
holding common stock of the Company. The Company has not paid any cash dividends
on its common stock since its inception, and does not anticipate declaring any
cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

         Following are all sales of unregistered securities by the Company in
2001 which have not been previously reported in filings made by the Company
under the Securities Act of 1934:

         In November 2001 the Company sold 1,500,000 shares of its restricted
common stock to two accredited investors in a private placement at $.10 per
share, or a total offering price of $150,000. Exemption for this transaction is
claimed under Section 4(2) of the Securities Act of 1933 since these private
investors acquired this common stock in a private transaction not involving a
public offering for long term investment with no present intent to resell,
transfer or otherwise distribute them, and all certificates issued for this
common stock were legended to prohibit further distribution thereof unless
registered under applicable securities laws or exempt from such registration

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

         The Company has a limited operating history upon which to 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
December 31, 2001 had an accumulated deficit of approximately $4.66 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 may continue incurring losses for
at least 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




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<PAGE>

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.

         The Company's material sources of revenue in order of priority are
from: (1) mortgage origination and related mortgage lending fees, (2) WHY USA
franchise fees/royalties received from our franchisees based on their ongoing
business, (3) new franchise sales, and (4) commissions generated from our direct
WHY USA branch operations.

Results of Operations

         REVENUES - Our revenues increased 144% to $3,046,495 in 2001 from
$1,248,895 in 2000, which increase was due to operations added from our Arizona
mortgage lending acquisitions and to substantial revenue increases from both our
mortgage lending and our WHY USA franchise operations.

DIRECT COST OF SERVICES - The direct costs of our services related to our
mortgage lending operations were 99% of mortgage lending revenues in 2001
compared to 150% of mortgage lending revenues in 2000. This substantial
improvement was due primarily to economies of scale from increased mortgage
lending transactions.

         The direct costs of our services related to our WHY USA real estate
franchise operations were 74% of revenues from real estate activities in 2001
compared to 73% of such revenues in 2000, which ratio remained virtually the
same for both years.

         GENERAL AND ADMINISTRATIVE - General and administrative expenses
decreased from $712,181 in 2000 to $588,357 in 2001. This substantial 17%
decrease was due to increased efficiencies attributable to significantly higher
revenues in 2001.

         SALES AND MARKETING - Sales and marketing costs were virtually
identical in 2000 and 2001, primarily because the Company did not have
sufficient working capital to expand its marketing program in 2001.

         AMORTIZATION OF GOODWILL AND ACQUISITION COSTS - These non-cash
amortization expenses decreased significantly from $2,107,111 in 2000 to
$737,314 in 2001. The substantially larger amortization in 2000 was due
primarily to large writeoffs we incurred from substantial advances we had made
to America's Cashline Corporation in late 2000 prior to our completing its
acquisition in early 2001.

         NET LOSS - Our net loss decreased significantly from $3,234,483 in 2000
to $1,431,164 in 2001, or from $(.10) per share to $(.04) per share. A
substantial majority of this net loss difference is attributable to the much
larger amortization writeoff in 2000 related to the unsuccessful Arizona
Cashline acquisition, although a material reason for the lower net loss in 2001
also was due to economies of scale from significantly increased revenues.

Liquidity and Capital Resources

         Our Liquidity is very limited. As of December 31, 2001, we had a
negative working capital position of $ (558,701) and $87,249 of cash. Since
inception of our mortgage




                                       11
<PAGE>

brokerage and real estate franchise operations in late 1999, we have funded our
development, acquisitions and operational losses primarily through private
placements of our common stock along with advances from affiliated persons from
time to time. For the immediate future, we will need to continue raising capital
from private placements of our common stock to support our current operations
and planned expansion activities. If we cannot raise additional equity capital
we most likely would have to scale back our planned expansion significantly.
Although we believe we have the necessary sources available to obtain additional
equity funding, there is no assurance we will be able to obtain additional
capital when needed, or that any offered financing terms will be acceptable to
us.

         Net cash used in our operating activities was $69,444 compared to
$1,600,278 for 2000. This significant decrease was due primarily to the cash
advances extended to America's Cashline Corporation in late 2000 which was never
recovered by us, and to the cash needed to support our substantially larger net
loss in 2000.

         Net cash used in our investing activities was $10,680 in 2001 compared
to $122,612 in 2000. This decrease in 2000 was due to a positive cash position
obtained through our June 2001 acquisition of two Arizona mortgage companies and
our expenditure in 2000 to purchase one of our WHY USA real estate franchises.

         Net cash provided by financing activities was $147,269 in 2001 compared
to $1,742,994 in 2000. This significant difference was due mainly to
substantially greater private placement funding in 2000 from the sale of our
common stock.

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, especially around the yearend holiday season.

Income Taxes

         Due to its continuing losses, the Company has paid no income taxes in
any reported period. As of December 31, 2001, the Company had approximately
$4.57 million of net operating loss carry forwards. Because of the uncertainty
of future profitability, a valuation allowance equal to the deferred tax asset
has been recorded.


ITEM 7.  FINANCIAL STATEMENTS.

         The Company's audited financial statements for its years ended December
31, 2001 and 2000 begin on the next page.


                                       12
<PAGE>


                             Randy Simpson CPA, P.C.
                            11775 South Nicklaus Road
                                Sandy, Utah 84092
                           Fax & Phone (801) 572-3009

Board of Directors and Stockholders
WHY USA Financial Group, Inc.
Minneapolis, Minnesota

                          INDEPENDENT AUDITORS' REPORT

I have audited the accompanying consolidated balance sheet of WHY USA Financial
Group, Inc., (a Nevada Corporation), as of December 31, 2001 and 2000, and the
related consolidated statements of operations, stockholder's equity from
inception through December 31, 2001, and cash flows for the years ended December
31, 2001 and 2000. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit of the financial statements provides a reasonable basis
for my opinion.

In my opinion, based on my audit, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
WHY USA Financial Group, Inc. as of December 31, 2001, and the results of its
consolidated operations and cash flows for the years ended December 31, 2001 and
2000 in conformity with generally accepted accounting principles.

/s/ Randy Simpson CPA PC

Randy Simpson CPA, P.C.
A Professional Corporation

March 15, 2002
Sandy, Utah





                                       13
<PAGE>


                          WHY USA FINANCIAL GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                      December 31,  December 31,
                          ASSETS                          2001          2000
                                                      -----------    -----------
<S>                                                   <C>            <C>
Current Assets:
  Cash                                                $    87,249    $    20,104
  Accounts Receivable - net                               144,214        211,990
  Mortgage Loans Held For Resale                          158,901
                                                      -----------    -----------
      Total Current Assets                                390,364        232,094

Property and Equipment - net                              214,117         65,814

Franchise Acquisition Costs - net                       1,993,954      1,931,498

Other Assets:
  Deposits & Prepaid Assets                               272,400         49,525

                                                      -----------    -----------
      Total Assets                                    $ 2,870,835    $ 2,278,931
                                                      ===========    ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                                    $   407,542    $   404,023
  Accrued Expenses                                        241,801              -
  Due to Affiliates                                       119,191              -
  Bank Loan & Note & Current Portion of
         Capital Lease                                    179,901              -

  Acquisition Liability for America's Cashline
    Corporation                                                 -      1,176,384
  Notes Payable-Janesville Franchise Acquisition                -         50,000
                                                      -----------    -----------
      Total Current Liabilities                           948,435      1,630,407

Long Term Liabilities:
  Arizona Franchise Acquisition Note                      250,000              -
  Liabilities Payable in Stock                             94,088              -
  Capital Lease - Long Term Portion                        21,805              -
                                                      -----------    -----------
      Total Long Term Liabilities                         365,893              -

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, 37,517,903 and 32,838,088
   issued and outstanding as of December 31, 2001
   and December 31, 2000                                   37,518         32,838
  Additional Paid-in Capital                            6,176,918      3,842,451
  (Accumulated Deficit)                                (4,657,929)    (3,226,765)
                                                      -----------    -----------
      Total Stockholders' Equity                        1,556,507        648,524
                                                      -----------    -----------

      Total Liabilities and Stockholders' Equity      $ 2,870,835    $ 2,278,931
                                                      ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       14
<PAGE>

                          WHY USA FINANCIAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     Year Ended     Year Ended
                                                    December 31,    December 31,
                                                        2001            2000
                                                    ------------    ------------
<S>                                                 <C>             <C>
Revenue:
   Mortgage lending services                        $  2,171,118    $    651,879
   Real estate franchise sales and services              875,377         597,016
                                                    ------------    ------------


      Total Revenue                                    3,046,495       1,248,895

Operating Expenses:
   Direct Cost of Services
      Mortgage Lending                                 2,152,805         972,125
      Real Estate Activities                             648,191         436,941
   General and Administrative                            588,357         712,181
   Sales and Marketing Costs                             281,214         281,868
   Depreciation                                           49,889          11,507
   Amortization of Goodwill and Acquisition Costs        737,314       2,107,111
                                                    ------------    ------------

      Total Expenses                                   4,457,770       4,521,733

Loss from Operations                                  (1,411,275)     (3,272,838)

Interest income (expense) net                            (19,889)         35,355

(Income taxes) benefit - operations                            -           3,000
                                                    ------------    ------------

         Net Loss                                   $ (1,431,164)   $ (3,234,483)
                                                    ============    ============

Weighted Average Shares Outstanding                   34,803,264      32,675,422
                                                    ============    ============
Basic and diluted net loss per common share         $      (0.04)   $      (0.10)
                                                    ============    ============
</TABLE>


        See accompanying notes to the consolidated financial statements.





                                       15
<PAGE>



                          WHY USA FINANCIAL GROUP, INC.
                  Consolidated Statement of Stockholders Equity
           From Startup of Northwest Financial Limited (June 15, 1998)
                           through December 31, 2001

<TABLE>
<CAPTION>
                                         Common          Common
                                         Stock           Stock          Paid - In        Retained          Total
                                         Shares          Amount          Capital         Earnings          Equity
                                      -------------   -------------   -------------    -------------    -------------
<S>                                      <C>          <C>             <C>              <C>                  <C>
Incorporation of Northwest Ltd.
         June 15, 1998                            -   $           -   $           -    $           -    $           -

Funding of Northwest Ltd.
         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. Inc. Common
  stock and assets                           90,000               -       2,000,000                -        2,000,000

Adjustment for reverse
 acquisition & 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
 stockholder to officers                          -               -         390,000                -          390,000

Common stock sold - net of
 offering costs $6,450                    1,437,678           1,438       1,429,753                -        1,431,191

Net loss for year ended
 December 31, 2000                                -               -               -       (3,234,481)      (2,234,481)
                                      -------------   -------------   -------------    -------------    -------------

Balances at December 31, 2000            32,838,088          32,838       3,842,451       (3,226,765)         648,524

Common Stock issued to acquire
Cashline America, Inc. and
repay advances from affiliate
related to acquisition write
off valued @$1.00 Per share                 896,384             896         895,488                -          896,384

Alliance West Mortgage Corporation
acquisition write off valued @
$1.00 per share                             249,102             249         248,853                -          249,102

Common stock sold at $1.00 per
share-private placement                     112,662             113         112,549                -          112,662

Common stock sold at $.75 per
share-private placement                      26,668              27          19,973                -           20,000



                                       16
<PAGE>


Common Stock sold at $.50 per
share-private placement                     200,000             200          99,800                -          100,000

Valley Financial Funding, LLC
acquisition, 600,000 shares total,
valued at $.70 per share 266,667
shares remaining to be issued
based on earnout/asset realization          333,333             333         233,000                -          233,333

First National MortgageBanc,LLC
acquisition, 900,000 shares total,
valued at $.70 per share 538,334
shares remaining to be issued based
on earnout/asset realization                361,666             362         277,304                -          277,666

Common stock sold for cash
$20,000 at $.30 per share and
consulting agreement for 5 years;
stock valued at $.30 per share            1,000,000           1,000         299,000                -          300,000

Common stock sold at $.10 per
share-private placement                   1,500,000           1,500         148,500                -          150,000


Net loss for the year ended
December 31, 2001                                 -               -               -       (1,431,164)      (1,431,164)
                                      -------------   -------------   -------------    -------------    -------------
Balances at December 31, 2001            37,517,903   $      37,518   $   6,176,918    ($  4,657,929)       1,556,507
                                      =============   =============   =============    =============    =============

</TABLE>






                                       17
<PAGE>

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

<TABLE>
<CAPTION>
                                                            Year Ended     Year Ended
                                                            December 31,  December 31,
                                                               2001           2000
                                                           -----------    -----------
<S>                                                        <C>            <C>
Cash Flows used in Operating Activities:
 Net Loss                                                  $(1,431,164)   $(3,234,481)

Adjustments to Reconcile Net Loss to Net Cash Flow Used:
  Common stock issued for compensation                          53,000        390,000
  Depreciation and amortization expense                        246,766        184,598
  Common stock issued to finance goodwill writeoff used
   in acquisition of Valley, First National,
   Cashline & Alliance West                                    646,153      1,145,486

  Deferred tax benefit                                               -         (3,000)
                                                           -----------    -----------
      Cash Flows used in from Operating Activities            (485,245)    (1,517,397)

Changes in Operating Assets and Liabilities,
   (Net of acquired working capital components):
  (Increase) decrease in accounts and notes receivable          70,026       (176,373)
   Increase in accounts payable/accrued
   liabilities/deferred revenues                               345,775         93,492
                                                           -----------    -----------
         Net Change to Operating Assets and Liabilities        415,801        (82,881)
                                                           -----------    -----------
        Net Cash used in from Operations                       (69,444)    (1,600,278)

Cash Flows used in Investing Activities:
  Cash of Valley & First National at date of acquisition        40,354              -
  Capital expenditures -franchises acquired                          -        (60,000)
  Capital expenditures - computers & office furniture          (51,034)       (67,612)
  Writeoff of patent                                                 -          5,000
                                                           -----------    -----------
       Net Cash used in Investing Activities                   (10,680)      (122,612)

Cash Flows provided by Financial Activities:
  Common stock issued for cash - net of offering costs
    of $ 6,450 in 2000                                         402,662      1,431,191
  Liabilities assumed (written off/paid) for acquisition
    of Cashline                                               (280,000)       280,000
  Advances from  Northwest Financial Group, Inc. net of
   absorbed former officer receivable                           32,800          2,703
  Repaid loan from Don Riesterer - issued in acquisition
   of Why USA NA                                                     -        (26,400)
  Rent expense unpaid to Northwest Investment Trust             63,691         55,500
  Payment of acquisition note for Janesville Franchise         (50,000)             -
  Payment of capital leases and notes                          (21,884)             -
                                                           -----------    -----------
       Net Cash Provided by Financing Activities               147,269      1,742,994

Net Increase in Cash and Cash Equivalents                       67,145         20,104

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



                                       18
<PAGE>

Note payable to Diane Butts to acquire Janesville
   Realty franchisee's operations, part of total
   consideration of $110,000                               $         -    $    50,000
                                                           ===========    ===========
    Common Stock issued for 5 year
         Consulting Agreement ($280,000 Other Asset)       $   280,000              -
                                                           ===========    ===========
    Note payable issued for acquisition of
         Arizona Real Estate Franchise                     $   250,000      $       -
                                                           ===========    ===========
    Common stock issued for the net assets of Valley &
         First National                                    $   309,347              -
                                                           ===========    ===========
    Cash Paid For:
    Income Taxes                                           $         -    $         -
                                                           ===========    ===========
    Interest                                               $    26,447    $     3,334
                                                           ===========    ===========

</TABLE>


          See accompanying notes to consolidated financial statements.




                          WHY USA FINANCIAL GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ACCOUNTING POLICIES AND COMPANY HISTORY

Operating Entities

WHY USA Financial Group, Inc. (the Company) is the parent of six wholly owned
subsidiaries, who are involved in the marketing of residential mortgage loans
and selling WHY USA Franchises; Northwest Financial Limited "Northwest" (a
Minnesota Corporation), Valley Financial Funding, LLC "Valley"(an Arizona
Limited Liability Corporation), First National Mortgagebanc, LLC "First
National"(an Arizona limited liability Corporation) WHY USA North America, Inc.,
(a Wisconsin Corporation) which is involved in the franchising of real estate
franchises and Advantage Realty of Janesville Inc. "Advantage" (a Wisconsin
Corporation ) and Rock Valley of Arizona Inc. "Rock Valley" (an Arizona
Corporation which operate real estate offices under the WHY USA franchise
system. The Company operates in several states with a concentration of business
in the Midwestern states of Minnesota, Wisconsin, Iowa, Nebraska and the state
of Arizona.

Accounting Presentation

The consolidated financial statements of the Company include the accounts of the
Company and its wholly-owned subsidiaries. The results of operations of the
acquired subsidiaries have been included in the consolidated statements of
operations and cash flows of the Company since the dates of their acquisition.
Intercompany account balances and transactions have been eliminated in
consolidation. Prior year amounts have been reclassified to conform to the
current year presentation. The accrual basis of accounting is utilized for all
entities.




                                       19
<PAGE>


ESTIMATES

Estimates are utilized in the preparation of the Company's financial statements
to conform to generally accepted accounting principles. The most significant
estimates are the allowance for doubtful accounts, depreciation and amortization
methods, and estimates of the realization of various newly acquired assets of
new subsidiaries. The longer the Company operates various groups of assets the
more refined the Company's estimates become. The Company must also accrue for
the costs of various lawsuits and operations which are currently being
conducted. The amounts which ultimately will be disbursed will differ from the
estimates in the financial statements.

Cash Equivalents

The Company maintains only corporate checking accounts, which the last time we
checked with FASB were considered cash equivalents.

Accounts and Notes Receivable, Allowances and Fair Market Value

In accordance with Financial Accounting Statement No. 107, the Company's
receivables and notes represent credit risks associated with real estate
transactions originating with its franchisees. The Company extends credit as a
result of its franchise agreements with its franchisees. The franchisee's
ability to repay is generally predicated upon their ability to earn income from
their real estate transactions. Franchisees are generally paid a commission on
real estate transactions and must then remit a portion of that income to the
Company. The Company is subject to a geographic concentration of risk in the
Midwestern states. The Company has an allowance for doubtful accounts of $70,000
at December 31, 2001 and $3,000 at December 31, 2000. The Company sold several
franchises in the fourth quarter of 2000 and the first quarter of 2001, which
proved to be uncollectible. Bad debts totaled $72,462 in 2001 and $5,265 in
2000. The Company has experienced no losses in the mortgage lending operations
for bad debts.

Property, Plant and Equipment Capitalization Policies

Depreciation is charged against earning, utilizing both straight line and
accelerated methods (double declining balance method) over the estimated useful
lives of the related assets as follows:

         Computers, Copiers, Telephone Systems             5 Years
         Office Furniture                                  7 Years
         Software                                          Expensed as incurred
         Leasehold Improvements                            Term of Lease or
                                                           estimated useful life

Property and equipment is stated on the basis of cost.  Maintenance and
repairs are charged to expense. Renewals and betterments, which substantially
extend the useful life of property, are capitalized. Accumulated allowances for
depreciation of furniture, equipment, and leasehold improvements retired, or
otherwise disposed of, are eliminated from the accounts on disposition. Profits
and losses resulting from such disposition are included in income.



                                       20
<PAGE>


Deferred Revenues and Liability

The Company holds an annual conference for its franchisees in January of each
year. Expenses and revenues related to the conference are deferred and realized
at the time the conference is held.

Long Term Obligations - FASB 47 and 129

The Company is not currently obligated in the form of any take or pay or through
put contracts. The Company is not obligated under any contract or other
financial arrangement for the repayment of the notes totaling $1,350,000 in the
name of Donald Riesterer, the Company's CEO, which secured the acquisition of
WHY USA NA. Mr. Riesterer's personal stockholdings in the Company and his
commercial property holdings secure the performance under the Notes. The Company
has been assured by its CEO that he will not utilize the assets of the Company
in any form to liquidate, collateralize or otherwise assist in the repayment of
these obligations.

Revenue Recognition

Revenue from mortgage loan originations are recognized at the time the mortgage
loan closes or is funded. Real estate transaction fees are recognized at the
closing of a real estate transaction by a franchisee. The franchisee incurs a
liability to the Company at this time and the Company records a receivable.

The Company does not service a loan portfolio and resells all of the loans it
originates. The Company has not warehoused or inventoried any of its loans,
however, First National did have a warehouse line which was shut down. See debt.

In accordance with Financial Accounting Standard no. 45, the Company defers the
recognition of new franchise sales until the commencement of operations by the
new franchisee. The new franchisee opens his real estate sales office in his
"protected" territory and receives training and marketing support, real estate
documents and other sales aids from the Company. These activities generally
occur within the time frame of one month. All costs, services and conditions
related to new franchise sales have been incurred or performed prior to the
recognition of income from new franchise sales.

The Company has not sold any area franchises or multiple location franchises.
The franchise agreement does not include or provide for any tangible or real
property (ie: signs, equipment, inventory, buildings or real estate).

Derivative Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either




                                       21
<PAGE>

assets or liabilities in the balance sheet and measure those instruments at fair
value.

As of December 31, 2001 the Company has not engaged in any transactions that
would be considered derivative instruments or hedging activities.

Stock Based Employee Compensation

On July 20, 2000, the Company's Board of Directors approved a stock option plan
(the "Option Plan") for its officers, directors, employees and consultants. The
Option Plan reserved for issuance up to 4,500,000 shares of the Company's
unregistered common shares. Options granted under the plan may or may not
qualify as incentive stock options under the internal revenue service code. The
term of the plan is for ten years, and allows the administrator to designate
whether the options granted are qualified or non-qualified. Generally, option
price will determine the designation as to whether the options are qualified or
non-qualified. On July 20, 2000, 2,475,000 options were granted to officers and
directors at $1.00 per share, and expire ten years thereafter. The Company
recognized no compensation expense, as the Company's common stock was not
trading at the time, and has generally traded at amounts less than $1.00 in
2001, since the Company's stock has been trading. The Company reduced the
exercise price of all options to directors and officers to $.50 per share in
November, 2001 based on the decline of the company's stock to less then $.50 per
share. The Company utilizes the intrinsic method of measuring compensation for
options granted. No compensation has been reflected in the financial statements
for the granting of options. The Company's stock is very thinly traded rendering
most measurement models of stock options useless in measuring fair market value.
The duration of the option price would indicate there is some value associated
with the stock options. However, the measurement of fair market value of the
Company's options will prove difficult until a market with a larger volume
develops for the Company's common stock to insure that the options exercised may
be ultimately redeemed in the market. The options are for restricted securities,
which generally are discounted from current market prices at 10% - 50% of
current market values. The Company does not believe that the measurement of
these options on a fair market value basis would yield a significant measurement
of compensation at July 20, 2000. The issuance on May, 2001 has been valued at
$.02 per share which would yield an additional compensation expense of $37,000
which would increase the Company's Loss to $1,468,000. The increased loss has a
negligible impact on the loss per share. The following table sets out the
options granted to date.

<TABLE>
<CAPTION>

                       Date           Number
     Name             Granted         Options         Vested    Forfeited      Outstanding
     ----             -------         -------         ------    ---------      -----------
<S>               <C>                 <C>            <C>          <C>              <C>
Don Riesterer     July, 2000          750,000        250,000                       750,000
Dave Thomas       July, 2000          750,000                     750,000                -
Greg Miller       July, 2000          300,000        100,000      200,000          100,000
Leslie Pearson    July, 2000          300,000        100,000                       300,000
Leslie Pearson    May, 2001           300,000                                      300,000
Lisa Gundberg     July, 2000          300,000        100,000                       300,000
Jim Gessert       July, 2000           75,000         25,000                        75,000
Bob Knutson       May, 2001           100,000                                      100,000
James Lee         November, 2001      250,000                                      250,000



                                       22
<PAGE>

Evelyn Robbins    Sept., 2001         150,000                                      150,000
Bob Brader        Sept., 2001         150,000                                      150,000
Greg Crouse       Sept., 2001         150,000                                      150,000
James Kylstad     March, 2001         750,000                                      750,000
                                      -------        -------      -------          -------

Totals                              4,325,000        575,000      950,000        3,375,000

</TABLE>


Stock Warrants

The Company has issued stock warrants to 73 holders for 3,438,501 shares. The
warrants are exercisable at the following prices and terminate on the date
shown.

                                       Exercise Price        Termination Date
                                       --------------        ----------------
                  1,448,501 shares          $1.00             August 31, 2003
                  1,000,000 shares          $ .50             June 30, 2003
                    200,000 shares          $1.00             June 1, 2004
                    300,000 shares          $2.00             June 1, 2004
                    200,000 shares          $3.00             June 1, 2004
                    200,000 shares          $4.00             June 1, 2004
                    100,000 shares          $5.00             June 1, 2004

The termination dates may be extended or the option price lowered at the
discretion of the Board of Directors. The warrants were granted in connection
with the private placement of stock, and in connection with a consulting
contract and in conjunction with the acquisition of Valley and First National.

Earnings Per Share- FASB 128

As discussed above, the Company has a stock option plan, which provides for the
issuance of 4,500,000 shares of restricted stock, of which 3,375,000 options are
outstanding at prices in excess of the current market price. The company has no
in the money stock warrants. The Company has incurred losses in both 2001 and
2000, therefore the conversion of any options or warrants would only reduce the
loss per share.

Recent Accounting Pronouncements

         In June 2001, the FASB adopted Statements of Accounting Statement No.
141 ("SFAS 141") "Business Combinations" No. 142 ("SFAS 142) "Goodwill and Other
Intangible Assets" and in August 2001, NO 144 ("SFAS No. 144") " Accounting for
the Impairment of Disposal of Long-Lived Assets: The Company's accounting
procedures have been amended to adapt these statements at the earliest date the
FASB's became effective. The Company's franchise costs do not meet the criteria
of being classified as goodwill as they represent contractual or other legal
rights over the control of future economic benefits, and as such they will
continue to amortized over twelve years. The Company is expending considerable
marketing expenses to enlarge its franchise base as well as expand the brand
awareness of the Company. The Company's franchise transaction revenues have
increased from $340,039 to $388,414 and




                                       23
<PAGE>

the Company has decreased the level of expenses to operate the franchise system,
therefore the Company believes it is increasing the value of its franchise
system, however, from a historical cost standpoint, the franchise value is
declining. The Company is disappointed to see the apportionment requirements of
("SFAS 142) expanded to intangibles which may increase in value like the WHY USA
Franchise system. The only logical explanation is that the adoption of NO. 141
which eliminated the pooling of interests method of accounting. Pooling of
interest accounting did not create goodwill on business combinations, In a
further compromise the FASB tried to reduce the amounts which could be clarified
as goodwill by creating asset clarifications for contact based assets,
technology based assets, statutory based assets, workforce based assets,
corporate, organizational and financial assets. We see little if any distinction
economically, between "goodwill" and other intangibles. The Company expensed the
"goodwill" or value attributed to stock value in excess of the net assets of
Cashline, Alliance West, Valley and First National, as the goodwill was
attributable to the pipeline of loans and in place workforce. Both of which the
Company believes have no value in excess of one year. The Cashline and Alliance
West operations were terminated due to misrepresentations by prior management
and unprofitable operations. Losses at the combined operations of Valley and
First National for the seven months ended December 31, 2001, have reinforced the
Company's estimate that no goodwill value was obtained in the purchase in either
of these operations.

NOTE 2 - FRANCHISE COSTS, AMOTIZATION AND IMPAIRMENT OF LONG TERM ASSETS

The WHY USA North America franchise system was acquired December 31, 1999 for
$1,994,589 by Don Riesterer, and then contributed at its cost basis to the
Company. In June 2000 the Company acquired one of its franchises operations and
rolled it into its wholly-owned subsidiary Advantage Realty of Janesville, Inc.
The acquisition price was $110,000; $60,000 down and the balance was paid in
2001. In July, 2001 the Company acquired the Arizona franchise system for
$250,000 from L & S Investments, Inc. in which the majority interest is owned by
an individual who is the wife of a mortgage loan officer for Northwest Financial
Ltd. The minority interest is owned by an officer/director of the Company. The
note is interest only at 8 % for one year and then the note amortizes equally
over 4 years. L & S Investments acquired the franchise from the founder of the
WHY USA Franchise. The Agreement transfers to the Company the rights to develop
and sell WHY USA franchises in the State of Arizona. In consideration the
Company executed a $250,000 note in favor of L & S Investments, Inc. The Company
allocated $200,000 of the total purchase price to real estate franchise costs
and the balance of $50,000 was allocated to the real estate operations, Rock
Valley of Arizona, Inc. a wholly-owned subsidiary. Franchise fees are amortized
over 12 years. No impairment expense has been recorded to date for any of the
Company's franchise costs.

NOTE 3 - INCOME TAXES

The Company accounts for its income taxes under financial accounting standard
109. The Company has no significant differences between the income tax basis of
its assets and liabilities and their financial amounts at December 31, 2000. The
Company amortizes its franchise costs over fifteen years for tax purposes and
twelve years for financial statement purposes. In the first




                                       24
<PAGE>

quarter of 2000, the Company reversed the deferred tax provision due to losses
from operations. The Company has not provided for any deferred tax assets
related to its losses in 2000, as the Company has no history of earnings or any
other basis for asserting that it will obtain profitable operations in the
future to realize its net operating loss carryforwards. Therefore, the Company
has provided for a valuation allowance equal to the value of any net operating
loss carryforwards. Should the Company become profitable, these losses will
benefit the Company by reducing its cash requirements to fund income taxes. The
Company tax loss carryforward exceeds $4.5 million.

NOTE 4 - LIABILITIES AND CONTINGENT LIABILITIES

Bank Credit Line

A subsidiary of the Company - First National is in default on its bank line of
credit. First National funded two loans on its line of credit totaling $158,901
for which it has been unable to find buyers. Both loans are current, however the
borrowers lack verifiable income sources, and have downgraded to B or C status.
First National could resale the loans at a discount (Approximately 10%) however,
it is hoping that an investor can be located at par value for the loans. The
balance on the line of credit is $158,901 and the interest on the loans services
the line of credit interest currently at 9%. First National cannot utilize the
line of credit until the loans are sold. First National's management is
confident the loans can be sold at par within the year. Therefore the loans are
classified as a current asset. The line of credit is classified as a current
liability. The loans are the collateral for the line of credit. The loans were
originated in August, 2001.

Litigation

First National Mortgagebanc, LLC a subsidiary of WHY USA, Inc. has been named as
a defendant in a lawsuit alleging the company abandoned its leased office space
prior to the expiration of the lease term. The plaintiff seeks recovery of lost
rent for the remainder of the lease term, late, fees, and interest. The
plaintiff has issued a settlement offer, the payment terms of which have not
currently been accepted by the company. However, negotiations are ongoing.
Management believes that, in a worst case, the litigation will be settled for an
amount approximating that previously reserved for in the financial statements.

Lease Obligations

         The Company leases office space for each of its real estate and
mortgage acquisition businesses as well as its corporate offices. The Company
paid Northwest Investment Trust, an entity owned by the chairman of the board
$95,606 for the lease of its corporate officers and its Minneapolis mortgage
operations. The leases are month-to-month and we currently pay $7,000 per month.
The Company leases space for its Arizona mortgage operations at $5,958 and at
$3,000 per month for its real estate operations. The Janesville office was
rented from the president's mother at $2,800 for half the year and than cut to
$1,400 for total payments $22,800 to Ms. Riesterer. The Company also leases
copiers, faxes, telephones and other



                                       25
<PAGE>

office equipment on short term leases. The longest real estate lease extends
through Oct. 2006. Total operating lease expense was $309,783 in 2001. Future
minimum lease payments are as follows:

                  2002                  $125,443
                  2003                  $108,954
                  2004                  $ 39,360
                  2005                  $ 32,800
                  2006                  $ 21,600
                  Thereafter                 -0-

         A subsidiary, First National MortgageBanc, LLC, entered in 1999 into a
series of leases, which were the equivalent of equipment acquisition financing.
The cost of the copiers, faxes, telephones used office furniture totaled
$58,980. The accumulated depreciation on the equipment is $30,689 at December
31, 2001 and $18,893 at December 31, 2000. Interest rates are 29% to 52%.
Although the prior owners prefer to think in terms of monthly interest in the
range of 3-5% per month.

         Principal lease obligation maturities are as follows:

                  Current Portion -         2002     $14,391
                                            2003      11,846
                                            2004      10,569
                                            ----------------
      Total Capital Lease obligations                $36,806
                                                     =======

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company rents its offices from an affiliated entity, Northwest Investment
Trust, an entity controlled by the Riesterer family. The offices consist of
2,300 square feet for management and accounting located in Bloomington,
Minnesota, 2,500 square feet for mortgage loan origination operations on Wayzata
Blvd. in Minneapolis, Minnesota, and 1,500 square feet for its telemarketing
operations in Sebeka, Minnesota, The Company paid $95,606 in 2001 for rent of
these facilities. The Company leased from Don Riesterer's mother the 4,000
square feet for its real estate office in Janesville, Wisconsin, the Company
paid $22,800 in 2001. The Janesville operations were sold in January 2002. The
Company purchased from L & S Investment's its Arizona franchise and real estate
office for $ 250,000. L & S is an affiliated entity see Note 2 for details.

NOTE 6 - WRITE-OFF OF INVESTMENTS IN AMERICA'S CASHLINE CORPORATION AND ALLIANCE
WEST MORTGAGE CORPORATION

The Company, throughout the latter part of 2000, advanced funds to Northwest
Investment Trust, who invested these funds in two mortgage origination
businesses, America's Cashline Corporation (Cashline), located in Scottsdale,
AZ, and Alliance West Mortgage Corporation (Alliance), also located in
Scottsdale, Arizona. The Company had advanced Northwest Investment Trust, Inc.
$436,000 and accrued interest of $18,525, for a total investment of $454,525 at
December 31, 2000. Northwest Investment Trust had advanced these funds, as well
as additional funds of its own totaling $624,755 to Cashline. Subsequent to
December 31, 2000, the Company advanced an additional $25,000




                                       26
<PAGE>

to Cashline, and Northwest Investment Trust advanced $57,462 for a total cash
investment of $708,217 in Cashline. The Company acquired Cashline on February 8,
2001, in exchange for 600,000 shares of unregistered common stock, and relief of
the $708,217, previously advanced by the Company. The Company also assumed
approximately $170,000 in accounts payable and creditor claims outstanding
against Cashline. The Company, on March 31, 2001, entered into an assignment and
assumption agreement between itself and Northwest Investment Trust, Inc. to
assume Northwest Investment Trust, Inc.'s position in the Cashline transaction;
this was accomplished through the deliverance of a note in the amount of $85,000
and through the issuance of 296,384 shares of the Company's common restricted
stock.

In reviewing the operations and balance sheets of Cashline, the Company became
aware that previously supplied audited financial data may have been
misrepresented, and substantially all of the funds the Company advanced may have
been consumed in losses of the operations of Cashline. The Company has expensed:
the advances to Cashline totaling $461,500 (via Northwest Investment Trust,
Inc.), the $85,000 note given to Northwest Investment Trust, accrued interest
totaling $18,525, Cashline's accounts payable estimated at $170,000, common
stock valued at $296,384 for 296,384 shares given to Northwest Investment Trust
for its advances to Cashline totaling $148,192, and $600,000 for 600,000 shares
given to Cashline's shareholders. The total write-off for the Cashline
acquisition is $1,631,409 and has been recorded at December 31, 2000. The
Company has assumed an office lease at $8,000 per month for the mortgage
operations of Cashline. The Company, based upon the limited tangible assets of
Cashline, negative cash flows and limited current operations of Cashline, has
elected to write down its investment to zero. The Company never operated
Cashline and in the 4th quarter of 2001 it reversed the consolidation of the
liabilities of Cashline and reduced its loss by $215,000 resulting in the
Company reflecting $95,333 in income for the reversal of expense accruals in
2001.

The Company advanced Alliance approximately $52,000 and accrued interest of
$1,509 at December 31, 2000, and Northwest Investment Trust had advanced
Alliance an additional $124,551. A principal in Alliance agreed to give the
Company 400,000 shares in United Equities LLC in exchange for elimination for
the debt totaling $148,060. The Company gave Northwest Investment Trust 249,102
shares for their advances, totaling $124,551. The Company has expensed its
investment, consisting of the advances and accrued interest of $53,509, and
common stock valued at $249,102 ($1.00 per share) for a total loss of its
investment in Alliance of $302,611. The Company's receipt of the investment in
United Equities LLC is difficult to value, as it has not conducted any
operations, and is in the process of obtaining private funding. The Company is
unable ascertain if there is any tangible value to this investment at this time,
and has therefore written the investment of this transaction to zero.

The Company liquidated the $1,145,486 of liability for the acquisition of
Cashline and Alliance by issuing 1,145,486 shares of its common stock to
Cashline's shareholders (600,000 shares) and 545,486 shares to Northwest
Investment Trust, an entity controlled by Don Riesterer.




                                       27
<PAGE>

NOTE 7 - ACQUISITION OF VALLEY FINANCIAL FUNDING LLC "VALLEY AND FIRST NATIONAL
MORTGEBANC, LLC ON JUNE 1, 2001.

The Company acquired solely via the issuance of its common stock all of the
outstanding stock of both Valley and First National. Subject to various earnout
provisions the Company paid 600,000 shares for Valley and 900,000 share for
First National, 135,000 shares in the transactions will be issued if certain
litigation or deposits are realized. Neither the litigation or the deposit were
resolved in 2001,therefore, the 135,000 shares remained unissued. The Company
valued all of the shares in the transaction at $.70 per share. The Company
issued 333,333 in the Valley transaction and 361,666 shares in the First
National transaction. The Company expensed the anticipated earn out shares as
goodwill at the inception of the transaction, as the Company could not verify
any prior earnings of the LLC, which would support the capitalization of the
goodwill. The Company expensed $646,153 for unsupported goodwill in excess of
the fair market value of assets of the LLC's over the fair market value of the
liabilities.

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

         NONE.


                                    PART III

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

Officers and Directors

         The names and ages of all directors and executive officers of the
Company as of December 31, 2001, along with their respective positions, and term
of office as a director, is as follows:

Name                   Age    Positions Held                    Director Since
--------------------   ----   -----------------------------     --------------
Donald Riesterer        34    Chairman of the Board of          Dec. 31, 1999
                              Directors

Leslie Pearson          38    Chief Financial Officer           Dec. 31, 1999
                              and Director

James Gessert           48    Director                          Dec. 31, 1999

James B. Kylstad        48    President and Director            March 1, 2001


Each of the above individuals will serve as a director until the next annual
meeting of the shareholders or until a successor is elected and shall qualify.
Executive officers serve at the discretion of the Board of Directors.


                                       28
<PAGE>


         DONALD L. RIESTERER, is President and principal owner of Northwest
Financial Group, Inc. and Northwest Investment Trust, Inc., affiliated entities
based in Minneapolis, Minnesota. Northwest Financial Group was originally formed
to provide loan origination services but now exists as a holding company for
real estate. He was founder, sole shareholder, and sole director of NWF from its
inception in 1998 until its acquisition by the Company in December of 1999. Mr.
Riesterer has served as Vice-President/Sales and Marketing for Display Carousels
Inc. from 1993 through 1996, a marketing firm, and as district manager of a
financial service firm, Primerica Financial Service where he was employed from
1991 to 1993. He is a licensed real estate agent, a life/health insurance agent,
and a loan originator in several states. He devotes a majority of his time to
the Company.

         LESLIE M. PEARSON is a practicing attorney and is the owner of Leslie
M. Pearson Associates PA of Edina, Minnesota, which she founded in April of
1994. Her principal areas of law practice include complex business and tax
matters for closely held businesses, personal estate planning, and various
general corporate matters. She devotes approximately 30% of her time to the
Company.

         JAMES B. KYLSTAD became a director and President of the Company on
March 1, 2001. For the seven years prior to becoming employed with the Company,
Mr. Kylstad was the Chief Executive Officer of American Home Capital Corporation
which is active in mortgage banking and related real estate services.

         JAMES H. GESSERT has been Vice President of The Bank of Elk River, Elk
River, MN since April 2000. Prior thereto he was Vice President of Commercial
Loans of Liberty State Bank of St. Paul, Minnesota where he managed a portfolio
of $25,000,000 in commercial loans. He has held management positions in the
banking industry including Vice-President/Branch Manager of First National Bank
of Brooklyn Park, Assistant Vice President/Commercial Loans of First National
Bank in Anoka, and a National Bank Examiner for the federal Controller of the
Currency.

Compliance with Section 16(a) of the Act

         To the best of the Company's knowledge and belief, none of its
directors, officers or principal shareholders failed to file any reports or
forms required under the Securities Exchange Act of 1934.

ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth certain information regarding
compensation paid by the Company to management for the fiscal years ended
December 31, 2001, 2000 and 1999.




                                       29
<PAGE>


<TABLE>
<CAPTION>
                                  SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------
                                                             Long Term Compensation
                            ------------------------------- ----------------------------
                                  Annual Compensation        Awards & Options
                            ------------------------------- --------------------
Name                                                   Other             Re-
and                                                    Annual            Stricted    Securities
Principal                             Salary &         Compensa-         Stock       Underlying
Position               Year           Bonus            tion              Awards      Options/SAR's
--------------------------------------------------------------------------------------------------
<S>                    <C>          <C>                <C>                 <C>            <C>
Donald Riesterer       2001         $127,604           $  7,440           -0-            -0-
Director and CEO       2000         $ 40,962           $ 26,250           -0-         750,000
                       1999             -0-            $ 21,900           -0-            -0-

James Kylstad          2001         $ 50,000           $  4,000           -0-         750,000
Director & President   2000             -0-                -0-            -0-            -0-
                       1999             -0-                -0-            -0-            -0-
</TABLE>

         Stock options granted to Messrs. Riesterer and Kylstad were granted
under the Company's Incentive Stock Option Plan adopted in July 2000, and which
options vest over a 3-year period, are exercisable at $.50 per share (originally
granted at $1.00 per share but repriced to $.50 per share in October 2001) and
expire 10 years from the date of grant.

         There were no stock option/SAR grants to our named executive officers
in the fiscal year ended December 31, 2001 except the grant to Mr. Kylstad of an
option to purchase 750,000 shares of our common stock at $.50 per share
(originally exercisable at $1.00 and repriced to $.50) with an expiration date
in 2011, and which constituted 41% of total options/SARS granted to our
employees in fiscal year 2001.

         There were no exercises of any outstanding stock options of the Company
by any officers or directors of the Company during the fiscal year ended
December 31, 2001. The following table contains certain information regarding
option values held by the named executive officers at the end of fiscal year
2001:

                                                        Value of the
                             Number of Securities       Unexercised
                             Underlying Unexercised     In-The-Money
                             Options/SARs at            Options/SARs at
                             FY-End ($)                 FY-End ($)
                             Exercisable/               Exercisable/
                             Unexercisable              Unexercisable
                             -----------------------------------------
Donald Riesterer             250,000/750,000             $ 0/$0
James Kylstad                250,000/750,000             $ 0/$0


Compensation of Directors

         No director of the Company was compensated in 2001 for services
rendered in his or her role as a director. Moreover, the Company has no standard
arrangement regarding compensation for any services provided by a director.

Repricing of Options

         In October of 2001, the Company repriced to $.50 per share the exercise
price of options outstanding to its officers and directors, all of




                                       30
<PAGE>

which had previously been granted at an exercise price of $1.00 per share. This
repricing included the options to purchase shares of Messrs. Riesterer and
Kylstad, each in the amount of 750,000 shares. The basis for this repricing was
determined by the Board of Directors of the Company and was for the purpose of
providing incentive to employees. The earlier price of $1.00 per share was too
far in excess of the market value of the stock to provide any effective
incentive.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth, as of March 10, 2002 the beneficial
ownership of Common Stock by each person who is known by the company to own
beneficially more than 5% of the issued and outstanding Common Stock and the
shares of Common Stock owned by each director, each executive officer and all
officers and directors as a group. Each person has sole voting and investment
power as to all shares unless otherwise indicated.

                  Name and               Amount and
                  Address of             Nature of
                  Beneficial             Beneficial       Percent of
                  Owner (1)              Owner            Class
                  -------------          --------------   ----------
                  Donald Riesterer        7,475,486 (2)       19.79%

                  James Kylstad             500,000 (3)        1.32%

                  Leslie Pearson            600,000 (4)        1.59%

                  James Gessert              45,000 (5)         .12%
                                         --------------
All directors and officers
 as a group (4 persons)                   8,620,486           22.60%

(1)  The address of each person in the above table is 8301 Creekside Circle,
     Bloomington, MN 55437.

(2)  Includes 345,486 shares owned by Northwest Investment Trust which is
     controlled by Mr. Riesterer and 250,000 shares vested under a stock option,
     but does not include 500,000 stock option shares not vesting in the next 60
     days.

(3)  Includes 250,000 shares vested under a stock option, but does not include
     500,000 stock option shares not vesting in the next 60 days.

(4)  Includes 100,000 shares vested under a stock option, but does not include
     500,000 stock option shares not vesting in the next 60 days.

(5)  Includes 25,000 shares vested under a stock option, but does not include
     50,000 shares not vesting in the next 60 days.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Donald Riesterer, Chief Executive Officer of the Company, owns certain
properties being rented to the Company on a month-to-month basis. See "Item 2 -
Properties".

         During 2000 the Company advanced an aggregate of $433,000 (including
interest thereon of approximately $18,000) to Northwest Investment Trust,




                                       31
<PAGE>

Inc., an entity controlled by Donald Riesterer. The Company booked this as notes
receivable, but wrote it off at its year end. Northwest Investment Trust loaned
$409,000 of these funds to Cashline, and $23,000 to another mortgage entity,
Alliance West. Both entities executed promissory notes in favor of Northwest
Investment Trust when the advances were made; neither company was an affiliate
of the Company at the time the funds were advanced. Subsequent to the end of
fiscal year 2000, the Company acquired Cashline. On March 31, 2001 after
completing the acquisition transaction, the Company entered into an Assignment
and Assumption Agreement with Northwest Investment Trust:

     o    acknowledging the Company's acquisition of Cashline,
     o    assigning the Company the Cashline notes payable to Northwest
          Investment Trust;
     o    agreeing that Northwest Investment Trust's aggregate investment in
          Cashline was $708,216, that the Company 's interest in the same
          constituted $560,000 including accrued interest on the advance, and
          that Northwest Investment Trust's unrecovered investment in Cashline
          at the completion of the acquisition was $148,192 (the amount being
          satisfied by the terms of the agreement);
     o    agreeing that the Company would issue 296,384 shares of its common
          stock to Northwest Investment Trust, and
     o    agreeing that the Company would execute a Promissory Note in favor of
          Northwest Investment Trust in the principal amount of $85,000.

         On March 31, 2001, the Company also entered into a second Assignment
and Assumption Agreement with Northwest Investment Trust regarding the Alliance
West transactions which:

     o    acknowledged an investment in Alliance West by Northwest Investment
          Trust in the net amount of $148,060 the repayment of which was secured
          by notes in favor of Northwest Investment Trust;
     o    acknowledged outstanding obligations to the Company by Northwest
          Investment Trust of $23,508,
     o    acknowledged that the Company has reached an agreement with the sole
          shareholder of Alliance West, Gregory Dwight, that it would take
          certain shares in a separate entity controlled by Gregory Dwight in
          exchange for the Company releasing Dwight from any repayment
          obligations;
     o    agreed that Northwest would assign the Alliance West notes to the
          Company;
     o    agreed that the Company would issue 249,102 shares of the Company's
          stock to Northwest Investment Trust as satisfaction of Northwest
          Investment Trust's interest in the transaction;
     o    agreed that Northwest Investment Trust would make no demand and has no
          interest in the Dwight shares which would consist of 400,000 shares in
          United Equities LLC.

Northwest Investment Trust was issued an aggregate of 545,486 of the Company's
shares as a result of these two transactions, and Donald Riesterer is the
beneficial owner of the shares.




                                       32
<PAGE>

ITEM 13. 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)
    2.7              Business Combination Agreement
                       to acquire Discover Mortgage Corp. effective
                       January 1, 2002                                  (2)
    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              Sample Franchise Agreement                         (1)
   10.2              Stock Option Plan                                  (2)
   10.3              Sample Option Agreement                            (4)
   10.4              Assignment and Assumption Agreement between
                      Northwest Investment Trust and the Company
                      Re: Cashline                                      (4)
   10.5              Assignment and Assumption Agreement between        (4)
                      Northwest Investment Trust and the Company
                      Re: Alliance West
   10.6             Franchise Purchase Agreement, dated March 31, 2001  (4)

(1)  Filed with the Company's initial Filing on Form 10-SB on May 10, 2000.
(2)  Filed with the Company's Form 8-K Report on February 21, 2002.
(3)  Filed with the Company's Report on Form 8-K dated February 20, 2001.
(4)  Filed with the Company's Annual Report on 10-KSB on April 16, 2001.

  (b) Reports on Form 8-K

      No reports on Form 8-K were filed during the last quarter of 2001, the
period covered by this report.



                                       33
<PAGE>

                                   SIGNATURES

          In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


      Date: March 28, 2002          WHY USA FINANCIAL GROUP, INC.


                                    By:   /s/ Donald Riesterer
                                         -------------------------------------
                                         Donald Riesterer, Chairman


                                    And:  /s/ Leslie Pearson
                                         -------------------------------------
                                         Leslie Pearson, CFO



      Pursuant to the requirements of the Securities Exchange Act of 1934. This
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


      Date: March 28, 2002          By:   /s/ Donald Riesterer
                                         -------------------------------------
                                         Donald Riesterer
                                         Chairman of the Board, Director and
                                         Principal executive officer



      Date: March 28, 2002          By:   /s/ Leslie Pearson
                                         -------------------------------------
                                         Leslie Pearson
                                         Principal Financial and Accounting
                                         Officer and Director


      Date: March 28, 2002          By:   /s/ James Gessert
                                         -------------------------------------
                                         James Gessert
                                         Director




                                       34