SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                       THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

                       For Fiscal Year Ended June 30, 2001

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

           For the Transition Period From ___________ to_____________.

                         Commission File No.: 333-36522

                      Wickliffe International Corporation.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                         75-2853946
----------------------------------          ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)


           6660 N. Central Expressway, Suite 560, Dallas, Texas 75206
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (214) 800-2842
               --------------------------------------------------
               Registrant's telephone number, including area code

Securities registered under Section 12(b) of the Act

None

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

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  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 is not  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.

The aggregate market value of voting Common Stock held by  non-affiliates of the
Registrant was $69,405 as of October 12, 2001.  The  Registrant  does not have
any outstanding non-voting equity.

On October 12, 2001, the Registrant had outstanding  1,630,950  shares of voting
Common Stock, $.001 par value.

<PAGE>
                                      INDEX
                                   FORM 10-KSB
                             YEAR-ENDED May 31, 2001

Item      Description                                                    Page
                                                                         Number
                                                                        --------
1       Description of Business...............................................3
2       Properties............................................................3
3       Legal Proceedings.....................................................3
4       Submission of Matters to Vote of Security Holders.....................4
5       Market for Registrants Common Equity and Related
        Stockholder Matters...................................................4
6       Management's Discussion and Analysis or Plan of Operations............4
7       Financial Statements..................................................5
8       Changes in and Disagreements with Accountants on Accounting
        And Financial Disclosure..............................................5
9       Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(A) of the Exchange Act.....................7
10      Executive Compensation................................................7
11      Security Ownership of Certain Beneficial Owners and Management........8
12      Certain Relationships and Related Transaction.........................8
13      Exhibits and Reports on Form 8-K......................................9
        Signatures............................................................9
        Financial Statements................................................F-1

<PAGE>
                                     PART I

ITEM 1.         DESCRIPTION OF BUSINESS.

General

         Wickliffe  International  Corporation  (formerly  Wholesale on the Net,
Inc.) referred to as (the "Company") was incorporated on June 30, 1999 under the
laws of the State of Nevada. The original business purpose of the Company was to
develop and sell business products over the Internet. In April 2001, the Company
entered  into a stock  purchase  agreement  to acquire  certain  trademarks  and
control of a hotel.  As of September  18, 2001,  the transfer of the Inn was not
completed.  The Company  plans on  operating  hotels and resorts  under the mark
"Wickliffe."

         The Company is currently in negotiations on properties  containing over
4,000  guestrooms.  The hotels  contemplated  range from full service very large
hotels in key locations of major cities to resort  locations and pinnacle hotels
in secondary markets.

         The founding family of officers also has two supporting  companies that
are internal partner  organizations  that are expected to help to facilitate the
Company's portfolio development.  Wilkerson Consulting,  Inc., which is owned by
the  Wickliffe  Trust  of  whom  Charles  Wilkerson  is the  beneficiary  owner,
maintains  the  necessary   relationships  to  facilitate   property  sales  and
acquisitions, and to obtain financing for renovations, expansions, and new hotel
ventures.  Wilkerson Group, Inc., a company with which C. Keith Wilkerson, II is
the  beneficial  owner,  is a project  management  team  established  to restore
renovated   hotels  of  various   size  and  types  and  can  act  as  developer
representation for construction from the ground up if so contracted. The team is
experienced in all aspects of hotel  development  that includes  market research
and financing,  and can coordinate  guideline  compliance and is affiliated with
purchasing  agencies  that have a long  history of volume  procurement  to allow
property developers to enjoy significant cost reductions.

There are four major components to the Company's future plans:

1.   The Company's  business  strategy is to utilize its  securities,  which are
     publicly-traded,  to purchase hospitality properties. The Company primarily
     seeks to acquire  properties,  which can be purchased by using  convertible
     debentures,  or  merging  hospitality  properties  with the  Company  via a
     tax-free stock exchange  allowing the seller to become a shareholder of the
     Company.  This  acquisition  method  allows the Company to bring a property
     into the  portfolio  in an equity  position  assuming  or  refinancing  any
     existing first mortgage the property might have.

2.   The Company is also  developing  standards  and  guidelines to allow it the
     opportunity  to  franchise  the  name   "Wickliffe"  so  that   independent
     properties,  properties  changing brands, and developers of properties will
     be able to profit from the Company's strategy.

3.   Manage and develop properties outside the ownership portfolio.

4.   Related  acquisitions  of businesses  that will enhance and  complement our
     basic corporate philosophy.

Employees

     As of October 12, 2001 the Company did not employ any personnel.

ITEM 2. - PROPERTIES

     The Company  shares  office space with Tour Group and does not pay any rent
for the  utilization of such office space.  The Company has the right to utilize
this office space through December 31, 2001.

ITEM 3. - LEGAL PROCEEDINGS

     The Company is not involved in any lawsuits and is not aware of any pending
litigation.

                                       4
<PAGE>

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

     No matters were submitted to a vote of the security  holders during the 4th
quarter of the fiscal year.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

     The  Company's  common  stock  trades on the OTC  Bulletin  Board under the
symbol  "WICK".  Prior to February  2001,  there was no trading  activity in the
Company's  common stock. The following chart represents the closing high and low
bid price for each fiscal  quarter  beginning  with the quarter  ended March 31,
2001.

                                          High               Low
                                          ----               ---
Quarter ended March 31, 2001 (3)         $1.625             $.70
Quarter ended June 30, 2001 (4th)         $1.10             $.25

     As of October 12, 2001, the Company's common stock was held of record by 66
persons.

     The Company has never paid a cash  dividend.  Any  dividends  in the future
will be dependent on the Company's profitability,  its need for working capital,
the Company's strategic objectives and other factors within the direction of the
Board of Directors.

     During the quarter ended June 30, 2001,  the Company issued an aggregate of
60,000 shares to two  individuals for legal servies and marketing  services.  In
addition,  the Company  issued  85,000  shares to an investor for $8,500.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This report contains  forward looking  statements  within the meaning of Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934,  as amended.  The  Company's  actual  results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in the Company's  filings with the  Securities  and Exchange
Commission,  general economic conditions, and changes in the assumptions used in
making such forward looking statements.

Wickliffe  International  Corporation  (the "Company") plans on operating hotels
and resorts under the mark "Wickliffe".

YEAR ENDED JUNE  30, 2001 COMPARED TO THE YEAR ENDED JUNE  30, 2000

Net  revenues  for the year ended June 30, 2001  increased  by $8,146 or 214% to
$11,945 from $3,799 for the corresponding period of the prior year.

General and  administrative  expenses for the year ended June 30, 2001 increased
by $129,852 or 1,355% to $139,435  from $9,583 for the  corresponding  period of
the prior year. The increase is attributable to an increase in professional fees
and advertising expenses associated with the former business.

Net loss for the year ended June 30,  2001,  increased  by  $139,964 to $148,674
from $8,710 for the corresponding period of the prior year.

Liquidity and Capital Resources

At June 30, 2001 the Company had working  capital of $6,547 and did not have any
cash on hand.

Net cash used in operating  activities increased to $(102,095) from cash used in
operations  of $(3,315)  for the  corresponding  period of the prior year.  This
change resulted  primarily from the increase in the net loss which was partially
offset by common stock issued for services,  an impairment loss and depreciation
and amortization.

Cash flows from  investing  activities  decreased  from $ (20,250)  for the year
ended June 30, 2000 to $(4,246) for the year ended June 30, 2001. The cash flows
from investing activities related to the purchase of property and equipment.

                                       5
<PAGE>

Cash provided by financing  activities  rose from 24,418 for the year ended June
30, 2000 to 105,488 for the year ended June 30, 2001.  The  increase  related to
the issuance of common stock.

The Company has not generated  sufficient  funds from its  operations to finance
its growth. The Company is contemplating either a debt or equity offering during
the year ending December 31, 2001.

Factors That May Affect Future Results.

The Company operates in a rapidly changing environment that involves a number of
risks,  some  of  which  are  beyond  the  Company's  control.   Forward-looking
statements  in this  document  and those  made from time to time by the  Company
through its senior management are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
concerning  the expected  future  revenues or earnings or  concerning  projected
plans, performance, product development, product release or product shipment, as
well as other  estimates  related  to future  operations  are  necessarily  only
estimates of future  results and there can be no assurance  that actual  results
will  not  materially  differ  from  expectations.  The  Company  undertakes  no
obligation to publicly  release the results of any revisions to  forward-looking
statements which may be made to reflect events or circumstances  occurring after
the date such statements were made or to reflect the occurrence of unanticipated
events.  Factors  that could  cause  actual  results to differ  materially  from
results anticipated in forward-looking  statements include,  but are not limited
to the following:

Capital Needs - The Company does not have any capital with which to operate.  To
the extent the Company  operates  hotels and  resorts,  it is likely the Company
will need to access outside sources of financing. There can be no assurance that
any such financing  will be available or if such financing is available,  it may
involve issuing securities senior to the Common Stock or equity financings which
are dilutive to holders of the Common Stock.

Dependence  on  Key  Personnel  - The  Company's  performance  is  substantially
dependent on the  performance  of its officers.  The loss of the services of its
officers  could  have a  material  adverse  effect on its  business,  results of
operations  or  financial  condition.  Competition  for  talented  personnel  is
intense,  and there can be no assurance  that the Company will be able to retain
or motivate other highly  qualified  technical and  managerial  personnel in the
future.

Intense  Competition  - The market for hotels and resorts is highly  competitive
and lacks  significant  barriers to entry.  The Company  expects  competition to
intensify  in the  future.  Numerous  well-established  companies  are  focusing
significant resources on operating hotels and resorts that will compete with the
Company's future  operating  hotels and resorts.  There can be no assurance that
the Company will be able to compete successfully or that competitive  pressures,
including  possible  downward pressure on the prices it charges for its products
and services, will not adversely affect its business,  results of operations and
financial condition.

ITEM 7.  FINANCIAL STATEMENTS.

         The financial statements of the Company,  together with the independent
auditors'  report  thereon of Malone & Bailey,  PLLC appear on pages F-1 through
F-7 of this  report.

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

         On March 5, 2001, the  client-auditor  relationship  between  Wickliffe
International  Corporation,  formerly Wholesale on the Net, Inc. (the "Company")
and Charles Smith ("Smith") ceased as Smith resigned as the Company's auditor.

         To the knowledge of the Company's  current Board of Directors,  Smith's
report  of the  financial  statements  of the  Registrant  for the  period  from
inception  in June 1999  through  the fiscal year ended June 30,  2000,  and any
related  interim  period did not contain any adverse  opinion or  disclaimer  of
opinion and was not  qualified  or modified  as to  uncertainty,  audit scope or
accounting principles. However, the Company received a going concern opinion for
the fiscal year ended June 30, 2000.

                                       6
<PAGE>

         During the audit of the Company's  financial  statements for the period
from  inception in June 1999 through the fiscal year ended June 30, 2000,  Smith
did not have any disagreements with the Company.

         On September 4, 2001,  the  Registrant  engaged Malone & Bailey PLLC as
its independent  accountants for the fiscal year ended June 30, 2001. During the
most recent  fiscal year and any  subsequent  interim  period  prior to engaging
Malone & Bailey,  the  Company did not  consult  with Malone & Bailey  regarding
either (i) the application of accounting principles to a specified  transaction,
either  completed  or  proposed;  or the typed of audit  opinion  that  might be
rendered  on the  Company's  financial  statements;  or (ii) any matter that was
either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related  instructions)  or a reportable event (as defined
in Item  304(a)(1)(v) of Regulation S-K).  Malone & Bailey PLLC has reviewed the
disclosure  required by Item 304(a) before it was filed with the  Commission and
has been provided an opportunity to furnish the Company with a letter  addressed
to the Commission containing any new information, clarification of the Company's
expression  of its views,  or the  respects  in which it does not agree with the
statements made by the Company in response to Item 304(a).  Malone & Bailey PLLC
did not furnish a letter to the Commission.

                                       7
<PAGE>

                                    PART III

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

         The directors and executive  officers currently serving the Company are
as follows:

 Name                     Age              Positions Held and Tenure
------                   -----            ---------------------------
Gary Bell                 31               President and Director
Keith D. Newton           33               Secretary, Treasurer and Director
C. Keith Wilkerson, II    31               Vice President and Director

     The directors  named above will serve until the next annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none currently exists or is contemplated. The directors and officers will devote
full time to the Company's affairs on an "as needed" basis, which,  depending on
the  circumstances,  could  amount to as little as two hours per month,  or more
than forty  hours per month,  but more than likely will fall within the range of
five to ten hours per month.  Gary Bell, Keith D. Newton,  C. Keith Wilkerson II
and Charles Wilkerson are related parties.

Biographical Information

     Gary Bell has served as the  President  and  Director of the Company  since
April 2001.  Mr. Bell founded the Company  through his initial  investment.  Mr.
Bell  served  as an  entrepreneur  prior  to  development,  marketing  and  team
building.  Mr. Bell is educated in business  management and being  self-employed
for the majority of his working  career,  he has  developed the skills which the
Company  believes  are  necessary to analyze an  investment  and to evaluate its
reparation  and  renovation  needs to be a  successful  asset  to the  Company's
portfolio.

     Keith D. Newton has served as the Secretary,  Treasurer and Director of the
Company  since  April  2001.  Mr.  Newton  received  his  education  in business
administration and management from McNeese State University,  and has experience
in retail management including regional representation for fine retailers. Being
familiar  with  budgets and the  financial  concerns  of high  volume  sales and
operations,  Mr.  Newton has assumed the role of  supervising  and  managing the
Company's finances.

     C. Keith  Wilkerson,  II has served as Vice  President  and Director of the
Company  since April 2001.  Prior to joining Mr. Bell in the  conception  of the
Company,  Mr. Wilkerson  established a company that provides project  management
services  to  hotel  developers  and  investors,  assisting  in  high-end  hotel
construction, renovation, and installation. Mr. Wilkerson is a decorated veteran
of the United States Air Force,  and has earned a Masters  Degree in Educational
Administration from Faith Baptist College. After leaving the armed forces of the
United States,  the next five years of his work  experience  were spent teaching
and coaching at the collegiate  level.  Through a series of events Mr. Wilkerson
was recruited by two separate  hotelier's  and has a  distinguished  operational
record in the managing of upscale hotel properties.

ITEM 10.  EXECUTIVE COMPENSATION

None of the Company's officers received compensation from the Company during the
fiscal year of 2001.  Thomas Bieger,  the Company's former  president,  received
600,000 shares of our Common Stock for $2,000,  composed of $500 cash and $1,500
of services during the fiscal year of 2000.

Compliance with Section 16(a) of the Exchange Act

Section  16(a) of the Exchange Act requires the Company's  directors,  executive
officers and persons who own more than ten percent of a registered  class of the
Company's equity  securities  ("10%  holders"),  to file with the Securities and
Exchange  Commission  (the "SEC")  initial  reports of ownership  and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Directors,  officers and 10% holders are required by SEC  regulation  to furnish
the Company with copies of all of the Section  16(a)  reports  they file.  Based
solely  on  a  review  of   reports   furnished   to  the   Company  or  written
representations  from the Company's  directors and executive officers during the
fiscal  year  ended  June  30,  2001,  all  Section  16(a)  filing  requirements
applicable  to its  directors,  officers  and 10%  holders  for such  year  were
complied with.

                                       8
<PAGE>

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

         The  following  table sets forth,  as of October 12, 2001 the number of
shares of common stock owned of record and  beneficially by executive  officers,
directors,  persons who hold 5% or more of the  outstanding  common stock of the
Company, and by all officers and directors as a group:

Name                               Number of shares                Percent of
and Address(1)                     Owned Beneficially              Class Owned
---------------                    -------------------             ------------

Gary Bell                                    0                              0

Keith D. Newton                              0                              0

C. Keith Wilkerson, II                       0                              0

Charles Wilkerson                    1,000,000                          61.3%

Wilkerson Consulting, Inc.(2)        1,000,000                          61.3%

All Officers and directors
as a group (3 in number)                     0                              0

(1)  The business address is the same as the address of the Company's  principal
     executive offices.

(2)  Is  owned  by  the  Wickliffe  Trust  of  which  Charles  Wilkerson  is the
     beneficial owner.

ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On  April  2,  2001,  Wilkerson  Consulting,  Inc.,  which  is owned by The
Wickliffe  Trust of whom Charles  Wilkerson is the beneficiary  owner,  acquired
500,000 shares of the Company's stock out of the Company's then 1,468,300 issued
and outstanding  shares.  On April 6, 2001, the Company effected a reverse split
on a 1:2 basis.  Following  the reverse  split,  Wilkerson  Consulting  received
750,000  shares of the  Company in  consideration  for the mark  Wickliffe,  the
Wickliffe logo and the following trademarks:  Wickliffe Hotel,  Wickliffe Select
Inn,  Wickliffe  Express  Inn and  Wickliffe  Resorts.  In  addition,  Wilkerson
Consulting  agreed to transfer and convey the Garland Wickliffe Inn which it has
not transferred as of October 12, 2001.  Following this  transaction,  Wilkerson
Consulting owns 1,000,000 shares of the Company's issued and outstanding shares.

Indemnification of Officers and Directors

         The Company's  Articles of Incorporation  provide that the Company will
indemnify its directors and officers to the full extent  provided by the laws of
the State of Nevada  against  expenses  and  liabilities  they  incur to defend,
settle,  or satisfy any civil or criminal action brought against them on account
of their being or having been Company  directors or officers unless, in any such
action,  they are  adjudged  to have  acted  with  gross  negligence  or willful
misconduct.  In addition, the Company may advance expenses of such nature on any
other terms and/or in any other manner authorized by law.

Exclusion of Liability

         Pursuant to the Nevada General  Corporation Law, the Company's Articles
of  Incorporation  exclude  personal  liability  for its  directors for monetary
damages based upon any violation of their fiduciary duties as directors,  except
as to liability for any breach of the duty of loyalty,  acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  any  transaction  from  which a director  receives  an  improper  personal
benefit, or for any acts or omission occurring prior to their directorship.

                                       9
<PAGE>

ITEM 13.        EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The Exhibits listed below are filed as part of this Annual Report.

Exhibit No.                     Document

   3.1   Articles of Incorporation  (incorporated by reference to
         Form  SB-1  filed  with  the   Securities  and  Exchange
         Commission on behalf of the Company on May 8, 2000)

   3.2   Bylaws  (incorporated  by  reference  to Form SB-1 filed
         with the Securities and Exchange Commission on behalf of
         the Company on May 8, 2000).

   10.7  Stock Purchase Agreement between the Company and Wilkerson Consulting,
         Inc. (incorporated by reference to Form 8-K filed with the Securities
         and Exchange Commission on behalf of the Company on April 18, 2001).

         (b)    Reports on Form 8-K

         On April 18, 2001, the Company filed a report on Form 8-K relating to a
change in control of the Company whereby Wilkerson Consulting,  Inc., became the
owner of 1,000,000  shares of our stock  following a 1:2 reverse stock split. In
addition, Gary W. Bell, C. Keith Wilkerson, II, and Keith D. Newton were elected
as directors and officers and Thomas  Bieger was removed as director,  president
and secretary.

                                   Signatures

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

                                  Wickliffe International Corporation

                                  By: /s/ Gary Bell
                                     -------------------------------------------
                                      Gary Bell
                                      (Principal Executive Officer and Director)
Date: October 12, 2001

         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.


 Name                        Title                                Date
------                      -------                              -------

/s/ Gary Bell
--------------------------  President and Director              October 12, 2001
Gary Bell


/s/ Keith D. Newton
--------------------------  Secretary, Treasurer and Director   October 12, 2001
Keith D. Newton


/s/ C. Keith Wilkerson, II  Vice President and Director         October 12, 2001
--------------------------
C. Keith Wilkerson, II


                                       10
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Wickliffe International Corporation (formerly Wholesale on the Net, Inc.)

We have  audited  the  accompanying  balance  sheet of  Wickliffe  International
Corporation (a development stage company) (formerly  Wholesale on the Net, Inc.)
as of June 30, 2001,  and the related  statements of  operations,  stockholders'
equity, and cash flows for the two years then ended. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
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.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Wickliffe  International
Corporation  (formerly  Wholesale on the Net, Inc.) as of June 30, 2001, and the
results of its  operations  and its cash flows for the two years then ended,  in
conformity with accounting principles generally accepted in the United States.


/s/ Malone & Bailey, PLLC
Houston, Texas

September 18, 2001

<PAGE>

                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly WHOLESALE ON THE NET, INC.)
                                  BALANCE SHEET

                                                         June 30,
                                                          2001
                                                      --------------
                             ASSETS

Current assets
  Prepaid expenses                                           $8,065
                                                      --------------
    Total current assets                                      8,065
Equipment, net of accumulated depreciation of $33             4,457
                                                      --------------
                                                           $ 12,522
                                                      ==============

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Due to affiliate                                           $1,518
                                                      --------------
    Total current liabilities                                 1,518
                                                      --------------

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value, 25,000,000 shares
  Authorized, 1,630,950 shares issued and outstanding         1,631
Additional paid-in capital                                  166,757
Accumulated deficit                                        (157,384)
                                                      --------------
  Total Stockholders' Equity                                 11,004
                                                      --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 12,522
                                                      ==============
    See accompanying summary of accounting policies and notes to consolidated
                              financial statements.


<PAGE>

                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly WHOLESALE ON THE NET, INC.)
                             STATEMENT OF OPERATIONS

                                          For the Year Ended June 30,
                                    ---------------------------------------
                                         2000                  2001
                                    -----------------    ------------------

Revenues                                     $ 3,799              $ 11,945
Cost of revenues                               2,938                10,153
                                    -----------------    ------------------
Gross margin                                     861                 1,792
General and administrative                     9,583               139,435
Impairment loss                                    -                11,111
                                    -----------------    ------------------
Loss from operations                          (8,722)             (148,754)

Interest income                                   12                    80

                                    -----------------    ------------------
Net loss                                     $(8,710)            $(148,674)
                                    =================    ==================

Net loss per share:
  Basic and diluted                          $ (0.02)              $ (0.18)
                                    =================    ==================

Weighted average shares outstanding:
  Basic and diluted                          500,000               825,437
                                    =================    ==================




    See accompanying summary of accounting policies and notes to consolidated
                              financial statements.

                                      F-3

<PAGE>

                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly WHOLESALE ON THE NET, INC.)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                        For the Year Ended June 30, 2001

<TABLE>
                                                               Additional       Accumulated
                                              Common stock     paid-in capital   deficit
                                      ------------------------ ---------------  ------------
                                        Shares       Amount
                                      -------------  --------- ---------------  ------------
<S>                                   <C>            <C>       <C>             <C>

Issuance of common stock for              300,000      $ 300      $ 1,700             $  -
services to founder
Issuance of common stock for web site
                                          200,000        200       19,800                -
Expenses paid by officer                        -          -        2,400                -
Net loss                                        -          -            -           (8,710)
                                      -------------  --------- ------------     ------------

Balance at June 30, 2000                  500,000        500       23,900           (8,710)
Sale of common stock                      234,150        234      105,254                -
Issuance of common stock for services
                                          146,800        147       36,553                -
Issuance of common stock in
connection with stock purchase
agreement                                 750,000        750       92,250                -
Assets to be received in connection
with stock purchase agreement
                                                -          -      (93,000)               -
Expenses paid by officer                        -          -        1,800                -
Net loss                                        -          -            -         (148,674)
                                      -------------  --------- ------------     ------------

Balance at June 30, 2001                1,630,950     $1,631    $ 166,757        $(157,384)
                                      =============  ========= ============     ============

</TABLE>

    See accompanying summary of accounting policies and notes to consolidated
                              financial statements.


                                      F-4
<PAGE>

                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly WHOLESALE ON THE NET, INC.)
                             STATEMENT OF CASH FLOWS






                                                     For the Year Ended June 30,
                                                     ---------------------------
                                                         2000             2001
                                                     -----------       ---------

CASH FLOWS FROM OPERATING ACTIVITES:
Net loss                                                $ (8,710)     $(148,674)
Adjustments to reconcile net loss to cash used in
  operating activities:
  Depreciation and amortization                            3,895          5,033
  Expenses paid by shareholder                                 -          1,800
  Impairment loss                                              -         11,111
  Common stock issued for services                         1,500         28,635
Changes in current assets and liabilities:
                                                    -------------  -------------
NET CASH USED IN OPERATING ACTIVITIES                     (3,315)      (102,095)
                                                    -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
                                                    -------------  -------------
  Purchase of property and equipment                     (20,250)        (4,246)
                                                    -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITES:
Advances from stockholders                                 1,518              -
Issuance of common stock, net of expenses                 22,900        105,488
                                                    -------------  -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 24,418        105,488
                                                    -------------  -------------

NET INCREASE (DECREASE) IN CASH                              853           (853)
Cash, beg. of period                                           -            853
                                                    -------------  -------------
Cash, end of period                                        $ 853           $  -
                                                    =============  =============

    See accompanying summary of accounting policies and notes to consolidated
                              financial statements.


                                      F-5
<PAGE>

                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly WHOLESALE ON THE NET, INC.)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Wickliffe  International  Corporation  (formerly  Wholesale  on the  Net,  Inc.)
referred to as the "Company") was  incorporated  on June 30, 1999 under the laws
of the state of Nevada.  The  original  business  purpose of the  Company was to
develop and sell business products over the Internet. The Company entered into a
stock purchase  agreement to acquire certain  trademarks and control of a hotel.
As of September 18, 2001 the transfer of the Inn was not completed.  The Company
plans on operating hotels and resorts under the mark "Wickliffe."

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the balance sheet. Actual results could differ from those estimates.

Impairment

The Company records  impairment  losses on long-lived  assets used in operations
when  indicators  of  impairment  are  present and the  undiscounted  cash flows
estimated to be  generated  by those  assets are less than the assets'  carrying
amount. The Company impaired the web site that was designed for Wholesale on the
Net in the 4th quarter in 2001 and recorded an impairment loss of $11,111.

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

Recent Accounting Pronouncements

The  Company  does  not  expect  the  adoption  of  recently  issued  accounting
pronouncements  to  have a  significant  impact  on  the  Company's  results  of
operations, financial position or cash flow.

NOTE 2 - RELATED PARTY TRANSACTIONS

The Company has amounts due to the former founder. The amounts are unsecured and
there are no payment terms.

NOTE 3 - STOCK SPLIT

On April 6, 2001,  the  Company  effected a reverse  stock split on a 1:2 basis.
Accordingly,  all  amounts  have been  adjusted  to reflect the stock split on a
retroactive basis.

<PAGE>

NOTE 4 - STOCK PURCHASE AGREEMENT

The Company  entered into a stock purchase  agreement to issue 750,000 shares of
its common  stock to Wilkerson  Consulting,  Inc.  for the mark  Wickliffe,  the
Wickliffe logo and the following trademarks:  Wickliffe Hotel,  Wickliffe Select
Inn,  Wickliffe  Express  Inn and  Wickliffe  Resorts.  In  addition,  Wilkerson
Consulting,  Inc. agreed to transfer and convey the Garland Wickliffe Inn. As of
September  18,  2001  the  Garland   Wickliffe  Inn  ("Garland")  had  not  been
transferred  and  management  determined  the transfer of the Garland  would not
occur.  Wilkerson  Consulting,   Inc.  is  in  the  process  of  identifying  an
appropriate asset to complete the stock purchase. The Company issued the 750,000
shares in connection  with the agreement,  but has not received the assets.  The
Company valued the shares at $0.12 per share or $93,000 and recorded a debit and
credit in stockholders'  equity.  When the assets are  contributed,  the Company
will reverse the debit and record the asset at its fair market value.