SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A

                       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, 2002

     ( ) 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)


                   709-B WEST RUSK #580, ROCKWALL, TEXAS 75087
          -------------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


                                 (214) 212-2307
               --------------------------------------------------
               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:

                                      NONE
                          -----------------------------
                                (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 $73,610 as of September 25, 2002.  The  Registrant  does not have
any outstanding non-voting equity.

On September 25, 2002, the Registrant had outstanding 1,669,180 shares of voting
Common Stock, $.001 par value.


<PAGE>


                                      INDEX
                                   FORM 10-KSB

                             YEAR-ENDED June 30, 2002

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













                                       2

<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  planned on operating  hotels and resorts under the mark
"Wickliffe."

The Registrant was in the business of searching for  hospitality  properties but
because of the  deteriorating  market has determined  that it will search for an
ongoing  business  that it can  purchase  soley for stock  rather than having to
raise capital to offer cash for a business enterprise. The intent is to maximize
value for the shareholders in a prudent time frame.

Business

Wickliffe   International   Corporation  referred  to  as  (the  "Company")  was
incorporated on June 30, 1999 under the laws of the State of Nevada. The Company
currently  has no  business  operations  and is  seeking  to  acquire an ongoing
business.


Employees

As of September 25, 2002 the Company did not employ any personnel.

ITEM 2. - PROPERTIES

The Company  shares office space with it President 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, 2002.

ITEM 3. - LEGAL PROCEEDINGS

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

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
Quarter ended September 30, 2001         $ .51              $.12
Quarter ended December 31, 2001          $ .28              $.11
Quarter ended March 31, 2002             $ .11              $.11
Quarter ended June 30, 2002              $ .11              $.11


As of September 25, 2002,  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 fiscal year ended June 30, 2002,  the Company issued 38,230 shares of
its common stock to a number of individuals for services.


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  referred  to  as  (the  "Company")  was
incorporated on June 30, 1999 under the laws of the State of Nevada. The Company
currently  has no  business  operations  and is  seeking  to  acquire an ongoing
business.

YEAR ENDED JUNE 30, 2002 COMPARED TO THE YEAR ENDED JUNE  30, 2001

Net revenues for the year ended June 30, 2002 decreased by $11,945 to $ -0- from
$11,945 for the corresponding period of the prior year.

General and  administrative  expenses for the year ended June 30, 2002 decreased

                                       3

<PAGE>

by $129,504 to $21,042 from $150,546 for the  corresponding  period of the prior
year.  The decrease is  attributable  to the scaling back of expenses  until the
Company can acquire an ongoing business.

Net loss for the year ended June 30, 2002, decreased by $127,632 to $21,042 from
$148,674 for the corresponding period of the prior year.

Liquidity and Capital Resources

At June 30, 2002 the Company had working  capital of negative $2,625 and did not
have any cash on hand.

Net cash  used in  operating  activities  decreased  to $-0-  from  cash used in
operations of $(102,095) for the  corresponding  period of the prior year.  This
change  resulted  primarily  from the  Company  not having been able to purchase
properties  as it had planned and therefore  had little  activity.  All expenses
were offset by common stock issued for services,  an impairment loss, a decrease
in current assets,  an increase in  liabilities,  expenses paid by a shareholder
and depreciation and amortization.

Cash flows from investing  activities decreased from $(4,246) for the year ended
June 30, 2001 to $ -0- for the year ended June 30, 2002.

Cash provided by financing  activities fell from 105,488 for the year ended June
30, 2001 to -0- for the year ended June 30, 2002.  The  decrease  related to the
issuance of common stock for cash in the prior year.

The Company has not generated  sufficient  funds from its  operations to finance
its growth.  The Company is  contemplating a merger with an ongoing  business to
increase the value to its shareholders.

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.

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.

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

The Company had no change in or disagreements with its accountants on accounting
and financial disclosure.






                                       4

<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:

On January 24,  2002,  Charles  Smith was elected as director by the majority of
the  stockholders.  Gary Bell,  C. Keith  Wilkerson  II and Keith D. Newton were
removed as directors on this date. The director appointed Charles Smith to serve
as president,  secretary and treasurer.  Gary Bell was removed as President,  C.
Keith  Wilkerson  II was  removed  as vice  president,  and Keith D.  Newton was
removed as treasurer and secretary.


Name, Age, Positions Held and Tenure

Charles Smith,  President,  Secretary,  Treasurer,  Director, Age 45, Held since
January 24, 2002.

The  director  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.

Biographical Information

Charles  Smith.  Mr. at this time is its only officer and director. He graduated
from Boston  University,  Boston,  Massachusetts in 1979 and since that time has
been a Certified Public Accountant  involved in all phases of business including
the audit of companies and tax matters. Mr. Smith's business affiliations during
the last five years follow:  Chairman - Dynacap  Group,  Ltd. - a consulting and
management  firm - 1992 to the present.  Sole  proprietor as a Certified  Public
Accountant - 1983  to  the present.  Sole  officer  and Director - MC Cambridge,
Inc. - a financial consulting firm - 1997 to present.


ITEM 10.  EXECUTIVE COMPENSATION

None of the Company's officers received compensation from the Company during the
fiscal year ending June 30, 2002.

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,  2002,  all  Section  16(a)  filing  requirements
applicable  to its  directors,  officers  and 10%  holders  for such  year  were
complied with.



                                       5

<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


Charles Smith                        1,000,000                          59.9%


All Officers and directors
as a group (1 in number)             1,000,000                          59.9%

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


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On January 24, 2002,  Charles Smith acquired  1,000,000  shares of the Company's
stock from Wilkerson Consulting, Inc.

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.









                                       6


<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  Share  Exchange Agreement  between the Company and Douglas C. MacLellan
         (the "Shareholders  Representative"),  as representative of the persons
         listed  in  the  persons   listed  in  Exhibit  A  hereof  (the  "Werke
         Shareholders"),  being the  owners of record of all of the  issued  and
         outstanding   stock  of  Werke   Pharmaceuticals,   Inc.,   a  Delaware
         corporation ("WERKE");  and Shenyang Tianwei Pharmaceutical  Factory, a
         Chinese corporation ("STPF"), is entered into as of June 20, 2002.


         (b)    Reports on Form 8-K

On January 24, 2002, the Company filed a report on Form 8-K relating to a change
in control of the Company whereby  Charles Smith,  became the owner of 1,000,000
shares of our stock. Charles Smith was elected as director and sole officer, and
Gary W.  Bell,  C. Keith  Wilkerson,  II, and Keith D.  Newton  were  removed as
director, president and secretary.



                                   SIGNATURES

      Pursuant to the  requirements of the Section 13 or 15(d) of the Securities
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/ Charles Smith
                              -------------------------------------------
                              Name: Charles Smith
                              Title: Chairman and Chief Executive Officer


      Pursuant to the  requirements  of the Securities Act of 1934,  this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities indicated below on September 25, 2002.


            SIGNATURE                        TITLE
=============================    ===============================================

        /s/ CHARLES SMITH        Chairman, Chief Executive Officer and Director
        ---------------------
            Charles Smith

        /s/ CHARLES SMITH        President, Chief Operating Officer and Director
        ---------------------
            Charles Smith

        /s/ CHARLES SMITH        Chief Financial Officer (as principal financial
        ---------------------    officer and principal accounting officer of
            Charles Smith        Wickliffe International Corporation)










                                       7

<PAGE>



                                 CERTIFICATIONS

I, Charles Smith, certify that:


     1.   I  have reviewed this  annual  report  on  Form  10-KSB  of  Wickliffe
          International Corporation

    2.    Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report; and

    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report.


Date:  September 25, 2002


By:   /s/ Charles Smith
      ------------------
Name:     Charles Smith
Title: Chairman, Chief Executive Officer and Chief Financial Officer












                                       8

<PAGE>



      Pursuant  to  18  U.S.C.  ss.1350,  as  created  by  Section  906  of  the
Sarbanes-Oxley Act of 2002, the undersigned  officer of Wickliffe  International
Corporation (the Company) hereby certifies, to such officers knowledge, that:


          (i) the  accompanying  Annual Report on Form 10-KSB of the Company for
     the fiscal year ended June 30, 2002 (the Report)  fully  complies  with the
     requirements  of Section  13(a) or Section  15(d),  as  applicable,  of the
     Securities Exchange Act of 1934, as amended; and

          (ii) the information  contained in the Report fairly presents,  in all
    material respects,  the financial condition and results of operations of the
    Company.


Date: September 25, 2002


By:   /s/ Charles Smith
      -----------------
Name:     Charles Smith
Title: Chairman, Chief Executive Officer  and Chief Financial Officer














                                       9

<PAGE>

                              MALONE & BAILEY, PLLC
                          Certified Public Accountants
                              5444 Westheimer Road
                                   Suite 2080
                              Houston, Texas 77056
                                 (713) 840-1210






                          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, 2002,  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, 2002, 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
-------------------------
    Malone & Bailey, PLLC


Houston, Texas
September 14, 2002








<PAGE>

<TABLE>

<CAPTION>

                       WICKLIFFE INTERNATIONAL CORPORATION

                                 BALANCE SHEETS
                                  June 30, 2002



                                     ASSETS

                                                                            June 30, 2002
                                                                         -------------------
<S>                                                                      <C>



TOTAL ASSETS                                                             $                0
                                                                         ===================




                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------


LIABILITIES
    Accounts payable                                                     $            2,625
    Due to affiliate
                                                                         -------------------
TOTAL CURRENT LIABILITIES                                                             2,625

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock, $0.001 par value                                                     0
    Common stock, $0.001 par value                                                    1,669
    Additional paid-in-capital                                                      174,132
    Accumulated Deficit                                                            (178,426)
                                                                         -------------------
        Total Stockholders' Equity (Deficit)                                         (2,625)
                                                                         -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                     $                0
                                                                         ===================


</TABLE>




















See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements
                                                                             F-2

<PAGE>

<TABLE>

<CAPTION>


                       WICKLIFFE INTERNATIONAL CORPORATION

                             STATEMENT OF OPERATIONS
                    For theYears Ended June 30, 2002 and 2001






                                                            June 30, 2002       June 30, 2001
                                                         ------------------  -------------------
<S>                                                      <C>                 <C>

Revenue                                                  $               0   $           11,945

Cost of revenue                                                                          10,153
                                                         ------------------  -------------------

Gross profit                                                             0                1,792

Operating expenses:
    Depreciation and amortization                                      894                5,033
    Impairment loss                                                  3,563               11,111
    General and administrative                                      16,585              134,402
                                                         ------------------  -------------------
        Total Operating Expense                                     21,042              150,546
                                                         ------------------  -------------------

Income (loss) from operations                                      (21,042)            (148,754)

Interest income                                                          0                   80
                                                         ------------------  -------------------

Net loss                                                 $         (21,042)  $         (148,674)
                                                         ==================  ===================


Weighted average shares outstanding                              1,669,180              825,437
                                                         ==================  ===================

Loss per share                                                      ($0.01)              ($0.18)
                                                         ==================  ===================

</TABLE>




















See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements
                                                                             F-3

<PAGE>

<TABLE>

<CAPTION>


                       WICKLIFFE INTERNATIONAL CORPORATION

            STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
                   For the Years Ended June 30, 2002 and 2001




                                                 Common                  Paid In        Accumulated
                                         Shares           Amount         Capital          Deficit               Total
                                  -----------------------------------------------------------------     ----------------
<S>                                      <C>              <C>            <C>            <C>             <C>

Balance, June 30, 2000                    500,000             $500       $23,900           ($8,710)             $15,690

Sale of common stock                      234,150              234       105,254                                105,488

Issuance of common stock for:
      Services                            146,800              147        36,553                                 36,700
Issuance of common stock in
  connection with stock
  purchase agreement                      750,000              750          (750)                                     0

Expenses paid by officer                                                   1,800                                  1,800

Net Loss                                                                                  (148,674)            (148,674)

                                  -----------------------------------------------------------------     ----------------
Balance, June 30, 2001                  1,630,950           $1,631      $166,757         ($157,384)             $11,004
                                  =================================================================     ================


Issuance of common stock for:
      Services                             38,230               38         3,785                                  3,823

Expenses paid by officer                                                   3,590                                  3,590

Net Loss                                                                                   (21,042)             (21,042)

                                  -----------------------------------------------------------------     ----------------
Balance, June 30, 2002                  1,669,180           $1,669      $174,132         ($178,426)             ($2,625)
                                  =================================================================     ================

</TABLE>



















See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements
                                                                             F-4

<PAGE>

<TABLE>

<CAPTION>



                       WICKLIFFE INTERNATIONAL CORPORATION

                             STATEMENT OF CASH FLOWS
                   For the Years ended June 30, 2002 and 2001






                                                                                     June 30, 2002       June 30, 2001
                                                                                 ---------------------------------------
<S>                                                                              <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                       $         (21,042)  $         (148,674)
  Adjustments to reconcile net loss to net
       cash (used) by operating activities:
         Items not requiring cash - depreciation                                               894                5,033
         Items not requiring cash - stock issued for services                                3,823               28,635
         Expenses paid by shareholder                                                        3,590                1,800
         Impairment loss                                                                     3,563               11,111
         Decrease in current assets                                                          8,065
         Increase in current liabilities                                                     1,107
                                                                                 ------------------  -------------------
NET CASH (USED) BY OPERATING ACTIVITIES:                                                         0             (102,095)


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

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock, net of expenses                                                                     105,488

                                                                                 ------------------  -------------------
  Total cash flows from financing activities                                                     0              105,488

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

NET INCREASE IN CASH                                                             $               0   $             (853)

CASH, BEGINNING OF PERIOD                                                                                           853
                                                                                 ------------------  -------------------

CASH, END OF PERIOD                                                              $               0   $                0
                                                                                 ==================  ===================

</TABLE>

















See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements
                                                                             F-5
<PAGE>

                       WICKLIFFE INTERNATIONAL CORPORATION
                          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 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
planned 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 of America 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 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.

NOTE 4 - STOCK PURCHASE AGREEMENT

On June 20, 2002,  Wickliffe entered into a share exchange  agreement to acquire
Werke  Pharmaceuticals,  Inc.  (WERKE),  a  private  Delaware  corporation,  and
Shenyang Tianwei  Pharmaceutical  Factory (STPF), a Chinese  Corporation,  ("the
WERKE  Exchange  Transaction").  WERKE and STPF are  currently  joint  owners of
Shenyang Tianwei Werke  Pharmaceutical Co. Ltd. ("STWP),  a Sino-foreign  equity
joint  venture  formed  in 2001 to  finance  and  expand  an  existing  northern
China-based pharmaceutical  manufacturing and sales company.  Currently, through
the joint  venture  structure,  55% of STWP is owned by STPF and 45% is owned by
WERKE.  STPF has the right to convert its  interest in STWP into equity in WERKE
so that  WERKE will own 100% of STWP.  Prior to  closing  of the WERKE  Exchange
Transaction, STPF intends to exercise its right and convert its interest in STWP
into equity in WERKE.  The conversion of STPF's  interest in STWP into equity in
WERKE  is  contingent  upon  approval  by  Chinese   Securities  and  Regulatory
Commission of the change in status under Chinese law of STWP from a Sino-foreign


                                                                             F-6

<PAGE>

equity  joint  venture to a wholly  owned  foreign  enterprise.  Following  such
conversion,  the WERKE  Shareholders  agree to transfer all of their outstanding
shares of WERKE  stock to the  Company in  consideration  for  11,000,000  newly
issued shares of the Company's  common stock.  The stock will be issued to WERKE
Shareholders  on a pro rata basis,  in the same  proportion as the percentage of
their ownership interest in WERKE.

The  Closing  of WERKE  Exchange  Transaction  will be held as soon as  possible
following  approval  of  STWP's  change  of  status  to a wholly  owned  foreign
enterprise  and the  completion  of the Audit of WERKE  and STWP,  both of which
events are conditions precedent to the Closing. Additionally, the WERKE Exchange
Transaction  may be terminated by a mutual consent of both parties in writing or
by either the  shareholders of WERKE or the Company if there has been a material
misrepresentation  or material  breach of any  warranty or covenant by any other
party  that is not  cured by August  30,  2002 or such  later  date as agreed by
parties.  At  present,  the  parties  anticipate  that the  Closing  will occur,
however,  there  can be no  guarantee  that the  change in status of STWP from a
Sino-foreign  equity joint venture to a wholly owned foreign  enterprise will be
approved.

The WERKE  Exchange  Transaction  will be accounted for as a purchase.  However,
since the shareholders of WERKE will own approximately 91.52% of the outstanding
voting shares of the Company,  they will be deemed to be the accounting acquirer
and no step up in basis will be  reflected  and no goodwill  will be recorded by
the  Company.  This  accounting  treatment  is  consistent  with the view of the
Securities and Exchange  Commission  that the acquisition by a public shell of a
private  company for a  significant  number of shares should be accounted for at
historical cost and accounted for as a reverse merger.















                                                                             F-7