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

                                    FORM 10-KSB
(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                                         OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                             COMMISSION FILE NUMBER: 0-20277

                                     WSN GROUP, INC.
                (Exact name of registrant as specified in its charter)

              Nevada                                              11-2872782
(State or jurisdiction of incorporation                        I.R.S. Employer
           or organization)                                 Identification No.)

    P.O. Box 14127, Palm Desert, California                       92255
    (Address of principal executive offices)                   (Zip Code)

                 Registrant's telephone number:  (760) 345-6555

     Securities registered pursuant to Section 12(b) of the Act: None

     Securities registered pursuant to Section 12(g) of the Act: Common
     Stock, $0.001 Par Value; Class A Warrants; Class B Warrants; Units

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes             No     X      .

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not 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 the voting stock held by non-
affiliates of the Registrant as of November 4, 2003: $5,681.  As of
November 4, 2003, the Registrant had 79,575,202 shares of common stock
issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes No X .

                                    TABLE OF CONTENTS

PART I.
                                                                      PAGE

ITEM 1.  DESCRIPTION OF BUSINESS                                         3

ITEM 2.  DESCRIPTION OF PROPERTY                                        12

ITEM 3.  LEGAL PROCEEDINGS                                              12

ITEM 4.  SUBMISSION TO MATTERS TO A VOTE OF SECURITY HOLDERS            12

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS                                12

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS               15

ITEM 7.  FINANCIAL STATEMENTS                                           23

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                         23

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION
         16(A) OF THE EXCHANGE ACT                                      24

ITEM 10. EXECUTIVE COMPENSATION                                         26

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT                                          26

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 28

ITEM 13. EXHIBITS, REPORTS ON FORM 8-K, AND INDEX
         TO FINANCIAL STATEMENTS                                        29

SIGNATURES                                                              30

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

     USA Growth, Inc., a Delaware corporation ("Registrant"), was
originally incorporated on August 14, 1987 in the State of Delaware.
At July 31, 1999, the Registrant was a development stage company, since
it had not commenced its planned principal operations.

     Pursuant to a share exchange agreement dated as of August 15,
1999, among the Registrant,  TriStar Diversified Ventures, L.L.C.,
John J. Anton, and Nick Markulis, TriStar and Messrs. Anton and
Markulis exchanged all of their shares of common stock of World
Shopping Network, Inc., a Wyoming corporation, for an aggregate of
79,950,000 newly issued shares of common stock of the Registrant.  As
a result of this exchange:

     - TriStar held 54,000,000 shares of common stock, which represented
       approximately 58% of the issued and outstanding common stock;

     - John J. Anton held 15,000,000 shares of the common stock, which
       represented approximately 16% of the issued and outstanding
       common stock; and

     - Nick Markulis held 10,950,000 shares of common stock, which
       represented approximately 12% of the issued and outstanding
       common stock.

As a result of the share exchange agreement the Registrant owned
approximately 59% of the issued and outstanding shares of Wyoming
corporation and this corporation was a majority owned subsidiary of
the Registrant.

     The Registrant's board of directors unanimously approved the
following actions at a meeting duly held and called on August 17, 1999:

     - the merger of World Shopping Network, Inc., a Wyoming
       corporation, with and into the Registrant;

     - a reverse split of the issued and outstanding shares of the
       common stock on a one-for-twelve (1:12) basis;

     - an amendment to the certificate of incorporation of the
       Registrant to implement this reverse stock split and to change
       the name of the Registrant to World Shopping Network, Inc.; and

     - the election of new directors of the Registrant.

Under applicable Delaware Law, approval of the merger and the
amendment to the certificate of incorporation required an affirmative
vote of a majority of the outstanding shares of common stock.  On
August 17, 1999, holders of a majority of the issued and outstanding
shares of common stock approved the merger and the amendment by
written consent in accordance with and as permitted by Section 228 of
the General Corporation Law of the State of Delaware.

     An information statement was furnished by the board of directors
of the Registrant to the holders of record at the close of business on
August 16, 1999, of the Registrant's outstanding common stock pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended.
The merger was completed upon the terms and conditions provided in the
agreement and plan of merger dated as of September 15, 1999 by and
among the Registrant, the Wyoming corporation, and the principal
stockholders of the Registrant.  The merger agreement provides for the
Wyoming corporation to be merged with and into the Registrant, with
the Registrant being the surviving corporation.  Effective on November
22, 1999, the fiscal year of the Registrant was changed to June 30
from July 31.  The Registrant's common stock is currently traded on
the Over the Counter Bulletin Board under the ticker symbol "WSHP".

     In March 2001, the Registrant received the consent of a majority
of the outstanding shares of common stock for the Registrant to do the
following: (a) file an Amendment to the Certificate of Incorporation
with the Delaware Secretary of State changing the name of the
Registrant to WSN Group, Inc., a Delaware Corporation; (b) increase
the authorized common stock of the Registrant to 500,000,000 in such
amendment; and (c) approve the Agreement and Plan of Merger by and
between the newly named WSN Group, Inc. (Delaware) and WSN Group, Inc.
(Nevada).  The Registrant was redomiciled to the State of Nevada
effective on June 11, 2001.

     On December 11, 2002, the Registrant entered into letters of
intent with Cash Asset Management, Inc., Harrison Asset Management,
Inc., and Money Asset Management Inc. to acquire a percentage of each
entities' assets.  These transactions were intended to close on or
before January 2003.  The Registrant also intended to complete a
share-for-share exchange with United Recovery, Inc. and First American
Family Financial Services Corporation, Inc., which were intended to
close on or before December 15, 2002 under letters of intent dated
December 11, 2002.  On May 5, 2003, all the letters of intent were
terminated.

Business of the Registrant.

(a)  Overview.

     To date, the primary business of the Registrant continues to
be as an Internet website host with over 125 customers.  These
services include website development, hosting, maintenance, linking,
and access.  Many businesses wish to create an on-line presence
without the investment into the hardware and software necessary to
maintain their own servers.  The Registrant has invested over $100,000
into the development of its hardware and has dual-redundant T1 line
capability.  It maintains sufficient access lines so that if a server
becomes busy, the next available server will receive and process the
customer's request.  Over time the capacity of the Registrant's
equipment has grown, and will continue to grow with new servers being
added to accommodate new customers and their ever-increasing needs.

     In addition to providing Internet services to others, the
Registrant has established its own Internet shopping mall, "World
Shopping Network Mall" which can be accessed at
http://www.wsnmall.com.  This site offers a range of goods and
services for sale to consumers over the Internet through a variety of
vendors.  Vendors are showcased on the Registrant's website's main
page, with each vendor displaying a banner link to a separate vendor
"store" hosted on the website.  In this way the Registrant provides
value to both the end-user and to its vendors by providing many goods
and services in one easy-to-access location.  Consumers can fulfill
most, if not all, of their shopping needs at one location, and vendors
have increased traffic due to consumers seeing their banner
advertisement while browsing for an unrelated product.

     Currently, the Company has arrangements with several leading
golf manufactures to sell their product lines.

(b)  Industry Background.

     The Internet is a worldwide series of interconnected
electronic and/or computer networks.  Individuals and companies
recently have recognized that the technological capabilities of the
Internet provide a medium not only for the promotion and communication
of ideas and concepts, but also for the presentation and sale of
information, goods and services.  The Internet is accessible
principally through personal computers, "Web TV" and hand-held
wireless products designed to provide access to the Internet through
alternative devices.  The Registrant believes that these alternative
devices will serve to increase the number of individuals who shop online.

     The Internet began in the late 1960's as an experiment in
the design of robust computer networks.  Basically, the Internet is a
collection of computer networks - a network of networks - that allows
anyone to connect with their computer to the Internet and immediately
communicate with other computers and users across the world.  Its use
for decades was primarily limited to defense contractors and academic
institutions.  With the advent of high-speed modems for digital
communication over common telephone lines, some individuals and
organizations began connecting to and taking advantage of the
Internet's advanced global communications ability.

     Because the Internet has experienced rapid growth, it has
developed into a significant tool for global communications, commerce
and media, enabling millions of people to share information and
transact business electronically.  Advances in online security and
payment mechanisms have also prompted more businesses and consumers to
engage in electronic commerce.

     The terms electronic commerce and Internet commerce
encompass the use of the Internet for selling goods and services.  The
use of the Internet as a marketing and advertising tool is enhanced by
the ability to communicate information through the Internet to a large
number of individuals, businesses and other entities.  The unique
characteristics of the Internet create numerous advantages for online
retailers and provide a convenient and unique means for consumers to
order products and services.  The virtual nature of Internet commerce
by way of website accessibility for merchants can reduce or even
eliminate the costs associated with maintaining a physical retail
facility.  Online merchants may also realize significant savings by
eliminating traditional product packaging, print advertising and other
point of purchase materials.  Marketing on the Internet can be
especially advantageous for smaller companies by removing the
traditional barrier of location and essentially, leveling the playing
field to allow smaller companies to compete with larger companies effectively.

     The unique characteristics of the Internet create a number
of advantages for online retailers and have dramatically affected the
manner in which companies distribute goods and services. Specifically,
online retailers use the Internet to: provide consumers with a broad
selection of products and services, increased information and enhanced
convenience; operate with reduced overhead costs and greater economies
of scale; frequently adjust featured selections, editorial content and
pricing, providing significant  merchandising flexibility; display a
larger number of products than traditional retailers at lower cost;
and obtain demographic and behavioral data about customers, increasing
opportunities for direct marketing and personalized services.

     The Internet also provides a powerful and convenient means
for consumers to order products and services.  As a result of the
increased use of the Internet and the benefits of online retailing,
the Registrant believes consumer spending on the Internet will grow rapidly.

(c)  Strategy.

     The Registrant expects the number of suppliers and
manufacturers selling their products and services over the Internet to
grow in a geometric rather than linear fashion over the next five
years.  This growth will create a great need both for web hosting of
companies wishing to establish an Internet presence, and for hosting
of on-line shopping malls.  As more consumers discover the ease of
shopping on-line, demand for on-line malls will increase.  It is the
Registrant's strategy to help meet that demand.

     The Registrant is positioning itself to be a leader in its
industry with the following four-pronged approach:

     - through image development, infomercials, radio advertising, and a
       constant trade show presence, create brand recognition of the
       World Shopping Network name;

     - aggressively market its own on-line shopping mall, World Shopping
       Network Mall;

     - springboard off increased brand recognition created by 1 and 2
       above to significantly increase revenues attributable to web
       hosting, and on-line shopping mall design and maintenance; and

     - strategically identify and acquire local and regional web hosting
       competitors.

(d)  Products and Services.

     When first formed, the Registrant's principal activities
were primarily focused on: (a) the development and implementation of
an Internet shopping model, the WSN Mall; (b) the development of
proprietary technology to support such model; (c) an analysis of
products and services to be offered; (d) relationship development with
providers of such products and services; (e) the design, development
and implementation of proprietary merchandising and marketing
techniques to support the WSN Mall model; and (f) the identification
and building of a management team.  These goals have been attained and
the Registrant operates in high technology and e-commerce business
under a dual-tier model with the following components:

     - WSN Mall

     - World Access Network.

Technology.

     The Registrant utilizes a Dell Power Edge as its main server
with dual processors equipped with RAID5 disk array.  This system is
supported by dual power supplies.  The WSN Mall uses Active Service
Pages interacting with Microsoft SQL Server as its database engine.
Further, the World Access Network employs Microsoft Site Server
Commerce Edition to provide e-mail, chat service, and all other
customer and community support, and Microsoft Internet Information
Server to provide Internet access to members.

     The Registrant's management team has made a priority of
establishing many redundant systems to insure that customers are never
delayed, left without service, or experience failures of any kind.
Such development and maintenance of redundant systems are the result
of the expertise of the members of the management team and their years
of experience building computer networks.

WSN Mall.

(a)  Present.

     The WSN Mall operates as a 24-hour worldwide Internet based
online service providing for the direct sale and delivery of a wide
variety of competitively priced consumer products and services.  WSN
Mall is also the exclusive seller of several items, unavailable
through any other site.  The Registrant supplies products sold on WSN
Mall through an agreement with Ingram Micro and additionally, utilizes
Specialty Merchandise Corporation and Tech Data.  The Registrant does
not generally warehouse any inventory for resale.  Arrangements are
made with each individual vendor, or strategic partner to package,
ship and notify the Registrant of sale and delivery.  The Registrant
obtains payment from customers and pays the strategic partner directly
for the products.  Products are shipped by Federal Express, the U.S.
Postal Service or United Parcel Service to the consumer.

     The Registrant's primary objective is to make it convenient
for the e-commerce consumer to purchase a broad range of products and
services at prices that are highly competitive with traditional mail
order and electronic retail channels.  The WSN Mall differs from most
other shopping sites on the Internet because it is a true retail
"store."  Most other shopping sites on the Internet are "malls."  When
a consumer visits the malls, they are in most cases actually reviewing
a list of manufacturers and resellers who have their own separate web
sites.  The consumer must then link to one of these other sites by
actually leaving the mall location.

     Most of these manufacturers and resellers do not have the
capability of selling their products directly over the Internet, so
once at the new site, the consumer must call an 800 number to place an
order separately by phone.  In other cases, the manufacturer or
reseller will present a list of local "dealers" the consumer can
visit.  As a result, most malls on the Internet essentially become
electronic advertising agencies.  Consequently, no unique advantage to
the telephone-mail order format is provided to the consumer.

     The WSN Mall, on the other hand, is a true retailer. When a
consumer comes "into" the WSN Mall store, he or she has the capability
of purchasing any product presented directly, without having to go to
another site or call an 800 number.  By dealing directly with the WSN
Mall, the consumer is assured of the overall satisfaction and
convenience of purchasing from a "one stop" shopping source.  In
addition, the WSN Mall offers a value-added shopping experience by
featuring the ability to process the transaction conveniently, while
presenting a broad range of products at competitive prices in a global
format for any shopper who can access the Internet.

     The WSN Mall model is based on demand for convenient
purchases of a broad range of consumer products and services.  Its
revenues are primarily generated by the sale of the products and
services offered through its web site.  Consequently, the WSN Mall has
a vested interest in ensuring those products and services are
purchased.  The Internet malls have little or no such incentive to
sell products and services because their revenues are generated by
advertising others' web sites.

     In dealing directly with the WSN Mall, manufacturers and
other product suppliers are assured of a low-cost distribution channel
to a large potential customer base by working with an organization
that is highly motivated to sell those suppliers' products and
services. Other advantages to this supplier include increasing market
share without increasing personnel, administrative and advertising
costs.  Products are promoted globally without increasing advertising
expenditures.  By presenting products and services under the WSN Mall
advertising umbrella, promotion of product is assured in each
advertising vehicle the WSN Mall undertakes.

     By increasing market share without additional associated
costs, the suppliers can offer their products and services at a
reduced cost to the WSN Mall.  In turn, the WSN Mall intends to pass
these cost savings on to its customers.  The Registrant also offers a
frequent buyer program that rewards customer loyalty by providing the
opportunity to accrue points for purchases. Such points are then
redeemed for additional discounts and sales incentives at later dates.

     One of the Registrant's objectives remains that of becoming
a dominant international retailer of consumer goods and services with
the primary goal of facilitating the ease, efficiency and advantages
of online shopping.  The initial implementation of the WSN Mall has
been successful in generating revenue despite the extremely
competitive environment in which it has operated.  Sales have been
consistent, but in order to create a distinguishable business method
along with a viable, long-term future, the Registrant seeks to develop
a new and innovative online shopping experience to operate in
conjunction with its business hosting and website development services.

     As the e-commerce market is relatively new and competitive,
the Registrant expects that competition may continue to increase.  The
Registrant currently competes against other companies with e-commerce
sites, including, but certainly not limited to Amazon.com, Inc.,
Buy.com, Inc., Yahoo,  Intermallamerica.com, iVillage.com and many
other companies marketing and selling goods over the Internet.  Most
of these competitors have significantly greater resources than the
Registrant that may provide them with a greater ability to market
their products more effectively.

(b)  Future of WSN Mall.

     It is the intent of the Registrant to create an online
shopping mall showcasing products aimed at the 20-35 year old, active
consumer. The Registrant seeks to implement a theme-based shopping
experience, selling products geared toward image-conscious and active
adult consumer population.  New and innovative marketing techniques
will be utilized to expand the brand recognition of the site and also
to generate interest in the mall.   In addition, the Registrant plans
to expand its operations by acquiring technology related businesses so
as to operate under a three tier model.

World Access Network.

(a)  Present.

     In addition to operating the WSN Mall, the Registrant also
provides a full-range of Internet services through World Access
Network ("WAN"), a division of the Registrant. This includes website
development and hosting for businesses and other organizations wishing
to create an online presence without the cost and hassle associated
with maintaining their own servers and hardware.  Additionally, WAN
provides Internet access to businesses and consumers.

     WAN currently serves over 125 customers, primarily in the
Southern California market, providing for all of their Internet
service needs including website development, hosting and maintenance,
linking and access.  The Registrant has invested over $100,000 of
capital into the development of its hardware and has dual-redundant T1
line capability.  The Registrant maintains sufficient access lines so
that if a server becomes busy, the next available server will receive
and process the customer's request.  As requests grow beyond the
capacity of the equipment, new servers will be added to the rotation.
This arrangement makes growth easy and accommodates the risk of failure.

     Additionally, WAN offers turn-key mall opportunities to its
clients, enabling the establishment and maintenance of their own
shopping malls.  WAN currently provides this service to eight of its
existing customers and hopes to expand the offering of the service.

     The Registrant and WAN anticipate that, as with the WSN
Mall, the competition in the area of web hosting and development will
continue to increase.  The web development and hosting market is
extremely competitive and WAN expects competition to only intensify in
the future.  WAN's current competitors include companies such as
Network Solutions, Inc., Creative Business Solutions Co. and numerous
other companies engaged in the business of web development and hosting.

(b)  Future of World Access Network.

     In the future the Registrant expects its web development
services to offer superior connectivity to both new and existing
customers.  The Registrant will continue to service its existing
customers, upgrading their current operations to offer increased
marketing exposure.

Vision for the Future of the Registrant.

     While the Registrant has achieved and is maintaining its
WSN Mall and its web services divisions, it seeks to implement a plan
to further increase its market share, particularly with young, active
consumers through the development of a highly interactive shopping and
educational experience.

     Long-term viability of the Registrant is a priority.  The
Registrant does not wish to follow the path of many of its competitors
by striving only to amass a large market share with the primary goal
of becoming a viable buy-out target.  Its philosophy remains that of
developing and maintaining a profitable balance between successful
operations with regard to:

     - locating and maintaining market share;

     - web development services and Internet access; and

     - the ultimate acquisition of businesses, technologies, services
       and/or products to further expand the business.

Strategic Relationships.

     The Registrant has established strategic partnerships with
three specialty catalog warehouse companies:  Specialty Merchandise,
Ingram Micro, and Tech Data.  Each of these companies has extensive
catalogs listing thousands of products ranging from extremely
inexpensive novelty items to computers and other electronic products
costing thousands of dollars.  The Registrant has established open
purchase orders with each of these partners.  Currently, the
Registrant listed over 4,700 products listed in the catalogs of these
three companies on the WSN Mall.  Only the limited personnel resources
of the Registrant have prevented it from adding additional products.
It is the intention of the Registrant to utilize the proceeds from
this offering to add employees and increase its product offerings.  In
addition, the Registrant will pursue strategic relationships with
additional catalog companies to increase the variety of its product
offerings thus attracting a broader range of web traffic.

Advertising and Promotion.

     Success or failure in this highly competitive industry,
where consumers can change shopping locations with a click of their
mouse, and can easily ignore advertising and promotion that is not
compelling or eye-catching, will be determined by the Registrant's
ability to capture the attention of consumers "surfing" the Internet.

     The Registrant will continue to market and effectuate its
current operations while developing new features.  In order to create
a more stimulating and engaging online shopping experience, the
Registrant foresees the development of an interactive shopping
experience.  In furtherance of that goal, current efforts are being
directed toward the development of the Registrant's image around an
animation-created celebrity.  The Registrant intends to create an
animated celebrity who will guide shoppers through the site for a
shopping experience with an Internet edge, much like that of a video
game.  In addition, the animated celebrity will engage in educational
encounters with shoppers informing them about computers and the Internet.

(a)  Image Development.

     The Registrant foresees that the development of the animated
celebrity will distinguish it from the other e-commerce sites and
attract youthful, active and financially sound visitors and shoppers.
The Registrant anticipates that in addition to implementing the
animated celebrity on the website, a line of merchandise with the
animated celebrity's image will be developed.  Potential media include
the development of a comic book series, an animated series for
television as well as wearable merchandise such as t-shirts,
sweatshirts and hats.

(b)  Infomercials.

     To further market the site, the Registrant also seeks to
develop an infomercial educating the public as to why the Internet
should be a part of their lives and why they should be online, and
further, why the Registrant' sites should be a part of their lives.
The Registrant seeks not only to improve upon and increase those
benefits, but also to educate about the Internet, its uses, values and
benefits.

(c)  Radio Advertising.

     In addition to the infomercial, the Registrant intends to
purchase radio air time to advertise in an effort to create name
recognition and additionally, maintain a visible presence at industry
events such as trade shows and seminars.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Registrant leases certain property and equipment under
various operating leases that expire through March 2005.  The
following is a schedule of future minimum rental payments required
under operating leases that have initial or remaining noncancelable
lease terms in excess of one year as of June 30, 2002:  2003: $13,219;
2004: $13,642; 2005: $10,469.  Rent expense charged to operations for
2002 was $20,684 (2001: $26,167).  During the fiscal year ended June
30, 2002, the Company sublet some of its office space on a monthly
basis at the rate of $700 per month and charged against rental expense
for 2002 is $2,800 in sublease income.  In March 2003, the lease
covering the company's offices was terminated by mutual agreement of
the parties.

ITEM 3.  LEGAL PROCEEDINGS.

     Other than as set forth below, the Registrant is not a party to
any material pending legal proceedings and, to the best of its
knowledge, no such action by or against the Registrant has been threatened.

     On July 25, 2001, the Registrant filed an action in the Orange
County, California Superior Court seeking to cancel 4,500,000 common
shares of WSN Group, Inc. and for breach of contract (WSN Group, Inc.
v. Tri-Star Diversified Ventures, L.L.C., et al, Case No. 01CC09508).
A cross complaint was filed by Tri-Star and the Registrant is currently
contesting the case vigorously.  No trial date has been set.  Based
upon the opinion of the Registrant's counsel, the likelihood is
favorable as to success for the Registrant.  Potential gain is the
cancellation of 4,500,000 shares of common stock; potential loss is the
Registrant having to repay the loans outstanding to Tri-Star of $45,000
plus accrued interest could result in favor of the Registrant.  The
financial statements reflect the 4,500,000 shares outstanding and the
full amount of the loans plus accrued interest.

     This matter was settled by mutual agreement of the parties.

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

     None.

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     The Registrant's shares of common stock are traded on the Over
the Counter Bulletin Board (under the symbol "WSNG") (changed from
"WSHP" effective on July 6, 2001) and the range of closing bid prices
shown below is as reported by that exchange.  The quotations shown
reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on June 30, 2002

                                                 High        Low

Quarter Ended September 30, 2001                 0.10        0.03
Quarter Ended December 31, 2001                  0.05       0.005
Quarter Ended March 31, 2002                     0.03        0.01
Quarter Ended June 30, 2002                      0.05        0.01

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on June 30, 2001

                                                 High        Low

Quarter Ended September 30, 2000                 0.31        0.12
Quarter Ended December 31, 2000                  0.22        0.03
Quarter Ended March 31, 2001                     0.06        0.03
Quarter Ended June 30, 2001                      0.09        0.03

Holders of Common Equity.

     As of November 4, 2003,there were approximately 195 shareholders
of record of the Registrant's common stock.

Dividend Information.

     The Registrant has not declared or paid a cash dividend to
stockholders since it was incorporated.  The Board of Directors
presently intends to retain any earnings to finance Registrant
operations and does not expect to authorize cash dividends in the
foreseeable future.  Any payment of cash dividends in the future will
depend upon the Registrant's earnings, capital requirements and other
factors.

Sales of Unregistered Securities.

     The Registrant made the following sales of unregistered
(restricted) securities during the fiscal year ended on June 30, 2002:

     (a)  In October 2001, the Registrant issued 900,000 shares of
restricted common stock valued at $0.01 per share, or $9,000, for
services rendered.

     (b)  In December 2001, the Registrant issued 750,000 shares of
restricted common stock valued at $0.01 per share, or $7,500, for
services rendered.

     (c) In December 2001, the Registrant issued 12,000,000 shares of
restricted common stock valued at $0.01 per share, or $120,000,
representing $60,000 in cash advances and $60,000 in services rendered
and the conversion of $60,000 of accrued expenses.

     (d)  In February 2002, the Registrant issued 50,000 shares of
common stock to a corporate consultant for services to be rendered to
the Registrants, valued at the fair market value of the common stock
on the date of issuance ($1,500).  The common stock closed at $0.03
per share during this period.

     (e)  In February 2002, the Registrant issued 50,000 shares of
common stock to another corporate consultant for services to be
rendered to the Registrants, valued at the fair market value of the
common stock on the date of issuance ($1,500).  The common stock
closed at $0.03 per share during this period.

     (f)  In April 2002, the Registrant issued 200,000 shares of
common stock issued to one consultant for services to the company;
these shares were subsequently cancelled and shares of common stock
registered under a Form S-8 was issued in place of these shares.

     (g)  In May 2002, the Registrant issued 500,000 shares of common
stock to one consultant for business services to be rendered to the
company valued at $10,000 ($0.02 per share).

     (h)  In May 2002, the Registrant issued 1,000,000 shares of
common stock to restricted stock issued to one consultant for services
rendered to the company in connection with its website valued at
$20,000 ($0.02 per share).

     No commissions were paid in connection with any of these sales.
These sales were undertaken under Rule 506 of Regulation D under the
Securities Act of 1933, as amended ("Act").  Each of the transactions
did not involve a public offering and each of the investors
represented that he was a "sophisticated" or "accredited" investor as
defined in Rule 502 of Regulation D.

Warrants.

     The Registrant has 666,667 (pre-split 8,000,000) units
outstanding as of June 30, 2002, each unit consisting of one share of
restricted common stock and one Class A redeemable common stock
purchase warrant.  Each Class A warrant (666,667 outstanding) entitled
the holder to purchase one share of common stock at $2.04 per share,
one share of common stock, and one Class B common stock purchase
warrant, exercisable through December 31, 2002.  Each Class B warrant
(666,667 outstanding) entitles the holder to purchase one share of
common stock at $3.00 per share, exercisable through December 31,
2002.  The Registrant had the right to redeem the unexercised warrants
on thirty days written notice for $0.001 per warrant.  The Registrant
did not extend the exercise period for these warrants after December
31, 2002.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

     The following discussion and analysis of the Registrant's
financial condition and results of operations is based upon, and
should be read in conjunction with, its audited consolidated financial
statements and related notes included elsewhere in this Form 10-KSB,
which have been prepared in accordance with accounting principles
generally accepted in the United States.

Overview

     To date, the Registrant has not been profitable.  The company
faces all the risks common to companies in their early stages of
development, including undercapitalization and uncertainty of funding
sources, high initial expenditure levels and uncertain revenue
streams, an unproven business model, and difficulties in managing
growth.  The Registrant's recurring losses raise substantial doubt
about our ability to continue as a going concern.  The company's
financial statements do not reflect any adjustments that might result
from the outcome of this uncertainty. The Registrant expects to incur
losses as it expands its business and will require additional funding
during fiscal 2003.  The satisfaction of the company's cash
requirements hereafter will depend in large part on its ability to
successfully raise capital from external sources to fund operations.
As a result, the Registrant expects to aggressively pursue additional
sources of funds, the form of which will vary depending upon
prevailing market and other conditions and may include a sale
transaction or the issuance of equity securities.  The company may not
be successful in its fund-raising efforts.

     The Registrant has explored the possibility of selling or merging
with another company.  During the fiscal year ended June 30, 2002, the
Registrant attempted to acquire and/or merge with several different
entities, none of which came to fruition.  The board of directors
considered each acquisition and determined it was in the best
interests of the company and its stockholders to rescind each of the
attempted acquisitions.  Although the Registrant has still not entered
into any binding agreement to effect such a transaction, the board of
directors of the company does consider such offers and would consider
all of the terms of any such offer as part of its fiduciary duty to
determine whether any such transaction is in the best interest of the
company's stockholders.  If the board of directors does determine that
a future sale or merger of the Registrant is in the best interests of
the company's stockholders, the board of directors may determine to
pursue such a transaction and the consideration to be paid in
connection with such transaction would be used to expand its business
and fund future operations.  Management cannot provide any assurance
that the company will be able to raise funds through a sale or equity
transaction, or if such funding is available, that it will be on
favorable terms.  The Registrant's common stock is currently traded on
the Pink Sheets LLC since it is not current in its filings
requirements with the Securities and Exchange Commission; once the
company is current, then it might be eligible for relisting on the
Over the Counter Bulletin Board.

Results of Operations.

(a)  Revenues.

     For the year ended June 30, 2002, the Registrant reported total
operating revenues of $95,082, primarily resulting from the sale of
its internet related services.  This compares to total operating
revenues of $120,416 for the year ended June 30, 2001.  This
represents a decrease of approximately 21%.  The decrease in revenues
is due to a general slow down in business and increased competition.

(b)  Selling, General and Administrative Expenses.

     The Registrant incurred total selling, general and administrative
expenses ("SG&A") of $675,428 for the year ended June 30, 2002.  This
represented a decrease of approximately 54% in SG&A expenses from
$1,454,631 for the year ended June 30, 2001.  Included in the SG&A
were costs of consulting fees of $355,600 and other professional fees
of $26,286 for the year ended June 30, 2002.  Due to the lack of cash
flow, the company issued common stock for services rendered and
outsourced some aspects of its business to consultants thereby
reducing SG&A.

(c)  Depreciation and Amortization.

     Depreciation and amortization for the year ended June 30, 2002
was $19,702 compared to $10,829 for the year ended June 30, 2001, an
increase of approximately 45%.  The increase is due to equipment
(largely computer) purchases that are more expensive than the original
cost of the equipment being retired. As a result, depreciation expense
increases.

(d)  Interest Expense.

     The Registrant incurred interest and bank charges of $8,425 in
the fiscal year ended June 30, 2002, compared with such charges of
$11,649 in the year ended June 30, 2001 representing an decrease of
approximately 28%.  The decrease is a result of having paid down some
of the company's existing debt.

(e)  Net Loss.

     The Registrant recorded a net loss of $615,977 for the fiscal
year ended June 30, 2002 as compared to a net loss of $1,345,864 for
the fiscal year ended June 30, 2001.  The decrease of approximately
54% is attributable to the Registrant's on-going efforts to improve
its financial condition by decreasing its total operating costs and expenses.

Factors That May Affect Operating Results.

     The operating results of the Registrant can vary significantly
depending upon a number of factors, many of which are outside the
Registrant's control.  General factors that may affect the
Registrant's operating results include:

     - market acceptance of and changes in demand for products and
       services;

     - announcement or introduction of new services and products by the
       Registrant or by its competitors;

     - the ability to upgrade and develop systems and infrastructure to
       accommodate growth;

     - the ability to introduce and market products and services in
       accordance with market demand;

     - changes in governmental regulation; and

     - reduction in or delay of capital spending by clients due to the
       effects of terrorism, war and political instability.

     The Registrant believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.
Accordingly, the Registrant intends to invest in marketing, strategic
partnerships, and development of its client base.  If the Registrant
is not successful in promoting its services and expanding its client
base, this may have a material adverse effect on its financial
condition and the ability to continue to operate the business.

     The Registrant is also subject to the following specific factors
that may affect the Registrant's operating results:

     (a)  Lack of Acceptance and Effectiveness of Internet Electronic
Commerce May Affect Viability of Registrant.

     The Registrant's success in establishing an e-commerce business
web site will be dependent on consumer acceptance of e-retailing and
an increase in the use of the Internet for e-commerce.  If the markets
for e-commerce do not develop or develop more slowly than the
Registrant expects, its e-commerce business may be harmed.  If
Internet usage does not grow, the Registrant may not be able to
increase revenues from Internet advertising and sponsorships which
also may harm both our retail and e-commerce business. Internet use by
consumers is in an early stage of development, and market acceptance
of the Internet as a medium for content, advertising and e-commerce is
uncertain.  A number of factors may inhibit the growth of Internet
usage, including inadequate network infrastructure, security concerns,
inconsistent quality of service, and limited availability of cost-
effective, high-speed access.  If these or any other factors cause use
of the Internet to slow or decline, our results of operations could be
adversely affected.

(b)  Competition in Internet Commerce May Affect Registrant's Prospects.

     The Internet and e-commerce market is extremely competitive
and can be significantly affected by many factors, including changes
in local, regional or national economic conditions, changes in
consumer preferences, brand name recognition and marketing, and the
development of new and competing technologies.  The Registrant's
current or potential competitors include:

     - e-commerce solution providers that provide shopping cart based
       transaction products such as: Yahoo/Viaweb, Icat, and Pandesic.

     - web developers that incorporate e-commerce products in their
       solutions such as Mercantec, Hiway, and Simplenet.

     - on-line shopping malls and auction houses such as The Internet
       Mall, Branch Mall, iMall, the Yahoo Store, Amazon.com, eBay, and
       Zauction.

     - product search software and comparison shopping sites such as
       Excite's Jengo, Yahoo Junglee, MSN's Sidewalk.com, and
       Webmarket.com.

     In terms of the web hosting portion of its business, the
Registrant anticipates competition from Internet service providers who
offer a variety of connection features and speeds of access.  Some use
telephone lines, some use television cable systems, and others offers
satellite focused services.  There are numerous providers of these
services and no one provider dominates the market.  Many service
providers are affiliated with telephone or cable television companies
that provide capital resources and customer marketing opportunities
unavailable to the Registrant.

     The Registrant believes the principal competitive factors in
this market are brand recognition, selection, personalized services,
convenience, price, accessibility, customer service, quality of search
tools, quality of editorial and other site content, reliability, and
speed of fulfillment.  Many of the Registrant's are likely to enjoy
substantial competitive advantages, including:

     - larger customer bases;

     - greater brand recognition;

     - larger numbers of users;

     - more fully-developed e-commerce opportunities;

     - larger technical, production and editorial staffs; and

     - greater financial, marketing, and other resources available to
       them.

     Some of its competitors may be able to secure merchandise from
vendors on more favorable terms, devote greater resources to marketing
and promotional campaigns, adopt more aggressive pricing or inventory
availability policies, and devote substantially more resources to web
site and systems development.  Nevertheless, the Registrant has and
believes it can continue to remain competitive in this industry due to
its delivery of quality products and services on an extremely cost
competitive basis.  Compared to many of its competitors, the

     Increased competition from e-commerce could result in reduced
margins or loss of market share, any of which could harm both our
retail and e-commerce businesses.  Competition is likely to increase
significantly as new companies enter the market and current
competitors expand their services.  If the Registrant does not compete
effectively or if it experiences any pricing pressures, reduced
margins or loss of market share resulting from increased competition,
the Registrant's business could be adversely affected.

(c)  Unreliability Of Internet Infrastructure May Affect Registrant's
Business.

     If the Internet continues to experience increased numbers of
users, frequency of use or increased bandwidth requirements, the
Internet infrastructure may not be able to support these increased
demands or perform reliably. The Internet has experienced a variety of
outages and other delays as a result of damage to portions of its
infrastructure, and could face additional outages and delays in the
future.  These outages and delays could reduce the level of Internet
usage and traffic on the Registrant's website.  In addition, the
Internet could lose its viability due to delays in the development or
adoption of new standards and protocols to handle increased levels of
activity.  If the Internet infrastructure is not adequately developed
or maintained, use of the Registrant website may be reduced.  Even if
the Internet infrastructure is adequately developed, and maintained,
the Registrant may incur substantial expenditures in order to adapt
its services and products to changing Internet technologies.  Such
additional expenses could severely harm the Registrant's financial results.

(d)  Transactional Security Concerns May Affect Ability of Registrant
to Attract Customers.

     A significant barrier to Internet e-commerce is the secure
transmission of confidential information over public networks.  Any
breach in our security could cause interruptions in the operation of
our website and have an adverse effect on the Registrant's business.

(e)  Government Regulation.

     There are currently few laws or regulations directly
applicable to access to or commerce on the Internet.   Therefore, the
Registrant is not directly subject to any special regulation outside
of those rules and regulations concerning commerce in general.
Nevertheless, the Registrant believes that dramatically increasing
Internet usage will eventually result in additional government regulation.

Liquidity and Capital Resources.

     The Registrant had a working capital deficit of $258,010 as of
June 30, 2002.  In the absence of equity investment, the company has
relied upon short-term borrowings and the use of S-8 common shares.
As of June 30, 2002, the Registrant had no significant sources of liquidity.

     The Registrant's continued operations, as well as the
implementation of its business plan, will depend upon its ability to
raise additional funds through bank borrowings, equity or debt
financing.  The Registrant estimates that it will need to raise
approximately $200,000 over the next twelve months for such purposes.
However, adequate funds may not be available when needed or may not be
available on favorable terms to the Registrant.  The ability of the
Registrant to continue as a going concern is dependent on additional
sources of capital and the success of the Registrant's business plan.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the Registrant
might seek to compensate providers of services by issuance of stock in
lieu of cash.  The notes to the consolidated financial statements
contained in this Form 10-KSB include a substantial doubt paragraph
regarding the Registrant's ability to continue as a going concern.
The Registrant believes it does not currently have adequate cash to
fund anticipated cash needs.

     If funding is insufficient at any time in the future, the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, insufficient funding may have a material
adverse effect on our financial condition, which could require the
Registrant to:

     - curtail operations significantly;

     - sell significant assets;

     - seek arrangements with strategic partners or other parties that
       may require the Registrant to relinquish significant rights to
       products, technologies or markets; or

     - explore other strategic alternatives including a merger or sale
       of the Registrant.

In addition, if additional shares were issued to obtain financing, or
compensate service providers, existing stockholders may suffer a
dilutive effect on their percentage of stock ownership.

Financing Activities.

     During the fiscal year ended June 30, 2002, the Registrant issued
a total of 12,000,000 shares of restricted common stock representing
$60,000 in cash advances and $60,000 for the conversion of debt
(valued at $0.01 per share).  Subsequent to year end, the company
issued an additional 15,600,000 shares of restricted common stock to
convert $94,000 of expenses paid on the company's behalf by related
parties.  Due to cash limitations, the Registrant anticipates
attempting to convert additional debt to equity and rely on its
largest shareholders for capital infusions.  There can be no assurance
that such additional funding will be available when necessary.

Impact of Inflation

     The impact of inflation on the costs of the Registrant, and
the ability to pass on cost increases to its customers over time is
dependent upon market conditions. The Registrant is not aware of any
inflationary pressures that have had any significant impact on the
Registrant's operations over the past year and, the Registrant does
not anticipate that inflationary factors will have a significant
impact on future operations.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") has issued
Financial Reporting Release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most
critical accounting policies.  In FRR 60, the Commission has defined
the most critical accounting policies as the ones that are most
important to the portrayal of a company's financial condition and
operating results, and require management to make its most difficult
and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain.  Based on this
definition, the Registrant's most critical accounting policies
include: (a) use of estimates in the preparation of financial
statements; (b) non-cash compensation valuation; (c) revenue
recognition; and (d) allowance for doubtful accounts. The methods,
estimates and judgments the Registrant uses in applying these most
critical accounting policies have a significant impact on the results
the Registrant reports in its financial statements.

(a)  Use of Estimates in the Preparation of Financial Statements.

     The preparation of these financial statements requires the
Registrant to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities.  On an on-going
basis, the Registrant evaluates these estimates, including those
related to revenue recognition and concentration of credit risk.  The
Registrant bases its estimates on historical experience and on various
other assumptions that is believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.  Actual results may differ
from these estimates under different assumptions or conditions.

(b)  Stock-Based Compensation Arrangements.

     The Registrant intends to issue shares of common stock to various
individuals and entities for management, legal, consulting and
marketing services.  These issuances will be valued at the fair market
value of the service provided and the number of shares issued is
determined, based upon the open market closing price of common stock
as of the date of each respective transaction.  These transactions
will be reflected as a component of selling, general and
administrative expenses in the accompanying statement of operations.

(c)  Revenue Recognition.

     Revenues from Internet website development, hosting,
maintenance, linking, and access is recognized as the services are
performed.  Revenue from product sales is recognized when the product
is shipped, net of an allowance for estimated returns, and the risks
and rewards of ownership have transferred to the customer.  The
Registrant recognizes shipping and handling fees as revenue, and the
related expenses as a component of cost of sales.  All internal
handling charges are charged to selling, general and administrative
expenses.

(d)  Allowance for Doubtful Accounts.

     The Registrant presents accounts receivable, net of allowances
for doubtful accounts and returns.  The allowances are calculated
based on detail review of certain individual customer accounts,
historical rates and an estimation of the overall economic conditions
affecting the Registrant's customer base.  The Registrant reviews a
customer's credit history before extending credit.  If the financial
condition of its customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances
may be required.  There is no allowance for doubtful accounts
provision included in these financial statements.

Registrant Delinquent in its Reporting Requirements.

     The Registrant is not current in its filing requirements under
the Securities Exchange Act of 1934.  The following reports, other
than this Form 10-KSB, need to be filed in order to bring the company
current in such requirements: (i) Form 10-KSB for the fiscal year
ended June 30, 2003; and (ii) Form 10-QSB's for the quarters ended
September 30, 2002, December 31, 2002, March 31, 2003, and September
30, 2003 (the Form 10-QSB for the quarter ended December 31, 2003 is
due to be filed not later than February 14, 2004).  There is a risk
that the SEC may take enforcement action against the Registrant for
not being current; this could take the form of a cease and desist
order or a permanent injunction, and a fine.  Also, the SEC could take
administrative action against the company, which could result in the
revocation of its registration under Section 12 of the Securities
Exchange Act of 1934; in such event, the company would no longer be
eligible for listing on the Over the Counter Bulletin Board (until and
unless it would become so registered again).

Forward Looking Statements.

     The foregoing management's discussion and analysis of financial
condition and results of operations contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended.  The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-
looking statements.  These are statements that relate to future
periods and include, but are not limited to, statements as to the
Registrant's estimates as to the adequacy of its capital resources,
its need and ability to obtain additional financing, the features and
benefits of its products, its growth strategy, its operating losses
and negative cash flow, its critical accounting policies, its
profitability and factors contributing to its future growth and
profitability.  Forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties
include, but are not limited to, those discussed above, as well as
risks related to the Registrant's ability to develop new technology
and introduce new products, and its ability to find additional
financing.  These forward-looking statements speak only as of the date
hereof.  The Registrant expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

ITEM 7.  FINANCIAL STATEMENTS.

     Consolidated financial statements as of and for the year ended
June 30, 2002, and for the year ended June 30, 2001 are presented in a
separate section of this report following Item 13.

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

     (a)  Effective on August 8, 2001, the independent accountant who
was previously engaged as the principal accountant to audit the
Registrant's financial statements, Keyhan Hewitt Accountancy
Corporation, was dismissed.  The decision to dismiss this accountant
was approved by the Board of Directors.  This firm audited the
Registrant's financial statements for the fiscal years 1999 (which
ended on July 31, 1999) and 2000 (which ended on June 30, 2000).  This
firm's report on these financial statements was modified as to
uncertainty that the Registrant will continue as a going concern;
other than this, this accountant's report on the financial statements
for the past two years neither contained an adverse opinion or a
disclaimer of opinion, nor was qualified or modified as to
uncertainty, audit scope, or accounting principles.

     During the Registrant's two most recent fiscal years and any
subsequent interim period preceding such resignation, there were no
disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure.  In addition, there were no "reportable events" as
described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that
occurred within the Registrant's two most recent fiscal years and the
subsequent interim period preceding the former accountants' dismissal.

     (b)  Effective on August 8, 2001, the firm of Clancy and Co.,
P.L.L.C. was engaged to serve as the new principal accountant to audit
the Registrant's financial statements.  The decision to retain this
accountant was approved by the Board of Directors.  During the
Registrant's two most recent fiscal years, and the subsequent interim
period prior to engaging this accountant, neither the Registrant (nor
someone on its behalf) consulted the newly engaged accountant
regarding any matter.

PART III.

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

Directors and Executive Officers.

     The names, ages, and respective positions of the directors and
executive officers of the Registrant are set forth below; there are no
promoter and control persons of the Registrant.  The Directors named
below will serve until the next annual  meeting of the Registrant's
stockholders or until their successors are duly elected and have
qualified.  Directors  are elected  for a  one-year  term  at  the
annual stockholders' meeting.  Officers will hold their  positions at
the will of the board of directors, absent any employment agreement,
of which none currently exist or are contemplated.  There are no
arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders
may directly or indirectly participate in or influence the management
of the Registrant's affairs.  The directors and executive officers of
the Registrant are not a party to any material pending legal
proceedings and, to the best of their knowledge, no such action by or
against them has been threatened.

     Martin Bloomenstein, a former director, passed away in November
2001.  Gary Fox, a former director, resigned in April 2002.  Gary
Borglund was appointed to the board of directors on April 9, 2002.

(a)  John J. Anton , President/Chief Executive Officer/Director.

     Mr. Anton, age 75, is a 40-year veteran of the motion picture and
television industry working for all three major television networks.
For the last 22 years, Mr. Anton has been a member of the Directors
Guild and of the International Alliance of Theatrical Stage Employees.
During his career in the motion picture and television industry Mr.
Anton produced special shows for the Ford Motor Company as well as
shows with Tony Bennett, the Kingston Trio, and the Smothers Brothers.
He also coordinated special events including major college bowl games
and the Academy Awards.  Further, Mr. Anton was instrumental in the
opening of the Santa Monica Civic Center as a consultant.  Mr. Anton
retired from National Broadcasting Company, Inc. (NBC) in 1993 as
Sports Operations Producer for the West Coast.  Since that time, he
has been active as an independent businessman and consultant.  Mr.
Anton has been with the Registrant since its inception in 1995 and
became its president in 1996.  Mr. Anton attended Saint Ambrose
Academy, Iowa, the Don Martin School of Broadcasting in Hollywood and
NBC Business and Technical Operations College in Burbank, California.

(b)  John Moore, Vice President of Information
Systems/Secretary/Director.

     Mr. Moore, age 33, has been Vice President of Information Systems
for the Registrant since 1995 where he has designed, developed, and
managed all of the Registrant's systems.  In this capacity, Mr. Moore
built one of the original Windows based Bulletin Board systems.  This
system serviced approximately 350 users from all over Southern
California, had roughly 80 advertisers, and was one of the first to
show images and was therefore easily transformed into an Internet presence.

     Prior to his service with the Registrant, Mr. Moore taught
Computer Science at Glendale College, California and coordinated the
Internet activities for the Computer Science and Information Systems
Department.  In the Network Administrator there he supervised a small
service group that was responsible for 350 computers on a campus with
a student population of 10,000.  Mr. Moore also has worked as a
programmer in the Information Systems departments for several local
governments and as a technical consultant to a variety of business and
political agencies.

     Mr. Moore received a Bachelor of Arts in Journalism and a
Bachelor of Arts in Political Science from California State
University, Humboldt, a Masters Degree in International Relations from
the University of San Diego (where he taught professors how to use the
Internet in exchange for his tuition), and an Associate of Arts in
German from the Monterey Institute of International Studies.  Mr.
Moore has been using the Microsoft operating system since its
inception and is familiar with each subsequent revision.  This has
resulted in Mr. Moore becoming a member of the Microsoft Developers
network, a member of the Microsoft Site Builder Program, and a member
of the Microsoft NT Users Group.

(c)  Gary Borglund, Director.

     Mr. Borglund, age 55, has over ten years of professional
experience in new ventures as a principal and executive, as well as
ten years as a consultant.  Since 1998, Mr. Borglund has worked
exclusively with early stage development, high tech and Internet
companies.  Mr. Borglund serves on several boards of directors for
public and private companies and remains in these capacities with
regard to the companies to date. Mr. Borglund was Vice President of
Marketing for Greenhaven Marketing from 1991 to 1996 and a Director of
Red Oak Management from 1996 to 2000.  Since joining the Registrant,
he has dealt with issues regarding funding and the restructuring of
debt.  Mr. Borglund has attended the University of Minnesota.

Compliance with Section 16(a) of the Securities Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires
executive officers and directors, and persons who beneficially own
more than 10% of any class of the Registrant's equity securities to
file initial reports of ownership and reports of changes in ownership
with the SEC.  Executive officers, directors and beneficial owners of
more than 10% of any class of the Registrant's equity securities are
required by SEC regulations to furnish the Registrant with copies of
all Section 16(a) forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during fiscal
2002, and any Forms 5 with respect to fiscal 2002, and certain written
representations from executive officers and directors, the Registrant
is aware that the following required reports were not timely filed:
(a) a Form 5 for Mr. Borglund to report a Form 4 transaction: the
acquisition of 600,000 shares of common stock from the Registrant on
May 2, 2002 as director compensation; (b) a Form 5 for Mr. Anton to
report Form 4 transactions: the acquisition of 1,950,000 shares of
common stock from the Registrant as director compensation; (c) a Form
5 for Mr. Moore to report Form 4 transactions: the acquisition of
1,500,000 shares of common stock from the Registrant as director
compensation; (d) a Form 5 for Mr. Tow to report Form 4 transactions:
the acquisition of a total of 16,880,000 shares of common stock from
the Registrant; and (e) a Form 3 for Mr. Tow to report his status as
an affiliate of the Registrant.  All these reports have either been
filed, or are in the process of being prepared for filing shortly.
The Registrant is unaware that any other required reports were not
timely filed.

ITEM 10.  EXECUTIVE COMPENSATION.



                                             Summary Compensation Table.
<TABLE>
<CAPTION>
                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#) (1)       ($)       ($)
<S>            <C>      <C>       <C>     <C>             <C>         <C>             <C>       <C>

John J. Anton  2002        -       -         -            $ 29,500         -             -         -
President/     2001     $48,000    -      $ 8,472         $101,250         -             -         -
CEO/Director   2000        -       -         -            $462,500         -             -         -
</TABLE>



     None of the other officers and directors of the Registrant
received compensation exceeding $100,000 for the periods shown.  There
are no annuity, stock option, pension or retirement benefits proposed
to be paid to officers, directors, or employees of the Registrant in
the event of retirement at normal retirement date as there is no
existing plan provided for or contributed to by the Registrant.

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

     The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock as of
November 4, 2003 (79,575,202 issued and outstanding) by (i) all
stockholders known to the Registrant to be beneficial owners of more
than 5% of the outstanding common stock; and (ii) all officers and
directors of the Registrant, individually and as a group (unless
otherwise noted, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned
by them):

Title of Class  Name and Address                  Amount and Nature  Percent of
                of Beneficial Owner                    of Beneficial   Class
                                                          Owner (1)

Common Stock    Marc R. Tow, Esq.                   29,480,000 (2)     37.05%
                3900 Birch Street
                Suite 113
                Newport Beach, California 92660

Common Stock    John J. Anton                        7,120,000          8.95%
                P.O. Box 14127
                Palm Desert, California 92255

Common Stock    John Moore                           5,537,500          6.75%
                P.O. Box 14127
                Palm Desert, California 92255

Common Stock    Lanette B. Faulkner                  4,390,000 (3)      5.52%
                27127 Calle Arroyo
                Suite 1923
                San Juan Capistrano,
                California 92675

Common Stock    The David Andrew Trust               4,124,924 (4)      5.18%
                3900 Birch Street
                Suite 113
                Newport Beach, California 92660

Common Stock    Tri-Star Diversified                 4,000,000          5.03%
                Ventures, L.L.C.
                1601 East Flamingo Road
                Suite 18
                Las Vegas, Nevada 89119

Common Stock    Gary Borglund                          600,000          0.75%
                7550 24th Avenue South
                Suite 168
                Minneapolis, Minnesota 55450

Common Stock    Shares of all directors and         13,257,500         16.66%
                executive officers
                as a group (3 persons)

(1)  None of these security holders has the right to acquire any
amount of the shares within sixty days from options, warrants, rights,
conversion privilege, or similar obligations.

(2)  Of the total, 15,600,000 shares are held in the name of Fordham
Associates, 4,750,000 held in the name of Four Winds Associates, Inc.,
and 4,750,000 held in the name of Blue Water Management, Ltd., all
controlled by Mr. Tow.

(3)  Ms. Faulkner shares dispositive power over these shares with
Brian F. Faulkner.

(4)  The David Andrew Trust is controlled by its trustee, Richard
Nuthmann.  Mr. Tow has represented to the company that although he is
the trustor of this trust, he is not a beneficiary and exercises no
control over the operation of this trust.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Other than as set forth below, during the past two years there
have been no relationships, transactions, or proposed transactions to
which the Registrant was or is to be a party, in which any of the
directors, officers, or 5% or greater shareholders (or any immediate
family thereof) had or is to have a direct or indirect material interest.

     Fiscal Year Ended June 30, 2001:  The Registrant issued (a)
1,000,000 free trading shares of common stock to John J. Anton, the
president and a director of the company, and 1,000,000 free trading
shares of common stock to John Moore, the vice president and a
director of the company for past consulting services performed, valued
at $100,000 each; (b) 100,000 restricted shares of common stock as
compensation for annual directors services valued at $5,000; (c)
4,124,924 free trading shares of common stock to The David Andrew
Trust, an entity related to a 10% or more beneficial owner of the
Registrant's common stock outstanding, pursuant to a common stock
purchase agreement dated September 11, 2000 for total consideration of
$409,302; (d) 100,000 free trading shares of common stock to Gary Fox,
a former officer of the Registrant, for financial-related services
rendered, valued at $6,000; (e) 150,000 free trading shares of common
stock to Mr. Fox as compensation for consulting services provided to
the Registrant, valued at $18,000; and (f) 800,000 free trading shares
of common stock to Brian Faulkner, the company's legal counsel, for
services rendered under attorney-client contracts between himself and
the company, valued at $64,000.

     Fiscal Year Ended June 30, 2002:  The Registrant issued (a)
950,000 restricted shares of common stock and 1,000,000 free trading
shares of common stock to Mr. Anton for consulting services rendered,
valued at $29,500; (b) 500,000 restricted shares of common stock and
1,000,000 free trading shares of common stock to Mr. Moore for
consulting services rendered, valued at $25,000; (c) 600,000 free
trading shares of common stock to Gary Borglund, a director of the
Registrant, for funding and debt restructuring services rendered
valued at $12,000; (d) 200,000 restricted shares of common stock to
Mr. Fox as compensation for financial-related services rendered valued
at $2,000; (e) 16,880,000 shares of common stock to
individuals/entities related to and/or controlled by Marc Tow, a 10%
or more beneficial owner of the Registrant's common stock outstanding,
as follows:  (i) 12,000,000 restricted shares of common stock at $0.01
per share for repayment of $60,000 of loans outstanding and $60,000
for the conversion of debt (the 12,000,000 shares were issued to
Stephanie Tow (2,500,000), Blue Water Management, Ltd. (4,750,000),
and Four Wind Associates, Ltd. (4,750,000)), (ii) 4,380,000 free
trading shares of common stock to Mr. Tow for legal services rendered
valued at $83,800, and (iii) 500,000 restricted shares of common stock
for business services rendered valued at $10,000; and (f) 3,600,000
free trading shares of common stock to Brian Faulkner, the company's
legal counsel, for services rendered and to be rendered under
attorney-client contracts between himself and the company, valued at a
total of $72,000.

     All of the shares were issued at the fair market value of the common
stock on the date of issuance.

     For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what is in
the best interests of the Registrant and its shareholders.  In
addition, in each case the interested affiliate did vote in favor of
the transaction; however, the full board of directors did make the
determination that the terms in each case were as favorable as could
have been obtained from non-affiliated parties.

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.

Exhibits.

     Exhibits included or incorporated by reference herein are set
forth under the Exhibit Index.

Reports on Form 8-K.

     No reports on Form 8-K were filed during the last quarter of the
fiscal year covered by this Form 10-KSB.

Index to Financial Statements and Schedules                            Page

Independent Auditors' Report                                             31

Consolidated Balance Sheets as
of June 30, 2002                                                         32

Consolidated Statements of Operations for the
years ended June 30, 2002 and June 30, 2001                              33

Consolidated Statement of Changes in Stockholders'
Deficiency for the years ended June 30, 2002 and June 30, 2001           34

Consolidated Statements of Cash Flows for the
years ended June 30, 2002 and June 30, 2001                              35

Notes to Consolidated Financial Statements                               36

                                    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.

                                       WSN Group, Inc.


Dated: January 16, 2004                By: /s/ John J. Anton
                                       John J. Anton, President

     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 date indicated:


Signature                        Title                         Date

/s/ John J. Anton          President/Chief Executive          January 16, 2004
John J. Anton              Officer/ Director

/s/ John Moore             Vice President, Information        January 16, 2004
John Moore                 Systems/ Director

/s/ Gary Borglund          Director                           January 16, 2004
Gary Borglund

                            INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
WSN Group, Inc.

We have audited the accompanying consolidated balance sheet of WSN
Group, Inc. (a Nevada corporation) and Subsidiary (the "Company") as
of June 30, 2002 and the related consolidated statements of
operations, changes in stockholders' deficiency, and cash flows for
the two preceding years then ended.  These financial statements are
the responsibility of the Company's management.  Our responsibility is
to express an opinion on these statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America.  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 audits provide 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 the Company
as of June 30, 2002, and the results of its operations and its cash
flows for the two preceding years then ended in conformity with
generally accepted accounting principles in the United States of
America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 2 to
the financial statements, the Company has incurred significant
recurring net losses since inception and a significant accumulated
deficit.  The ability to meet its future financing requirements and
the success of future operations cannot be determined at this time.
These factors raise substantial doubt about its ability to continue as
a going concern.  These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



/s/  Clancy and Co., P.L.L.C.
Phoenix, Arizona
December 20, 2002 (except Note 13, which is dated May 5, 2003)


                     WSN GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED BALANCE SHEET
                            JUNE 30, 2002

                                ASSETS

Current Assets
   Cash                                                         $       1,312
   Accounts receivable                                                  2,784
   Other receivables (Note 4)                                           4,025
Total Current Assets                                                    8,121

Property and Equipment, Net (Note 3)                                   24,089

Other Assets - Security Deposit                                         1,200

Total Assets                                                           33,410

               LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
   Accounts payable                                                   106,834
   Accrued interest payable (Note 5)                                   11,697
   Accrued income taxes (Note 6)                                        1,600
   Loans from shareholders (Note 5)                                   101,000
   Notes payable - related parties (Note 5)                            45,000
Total Current Liabilities                                             266,131

Commitments and Contingencies (Note 13)
Stockholders' Deficiency
   Common stock: $0.001 par value;
authorized shares, 500,000,000; issued
and outstanding:  60,425,202                                           60,425
   Additional paid-in capital                                       2,280,023
   Accumulated deficit                                             (2,573,169)
Total Stockholders' Deficiency                                       (232,721)

Total Liabilities and Stockholders' Deficiency                         33,410

The accompanying notes are an integral part of these financial statements


                         WSN GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

                                                        2002          2001

Revenues
   Internet-related services                           $   88,290   $  120,416
   Mall sales                                               6,792            -
Total revenues                                             95,082      120,416

Cost of revenues - mall sales                               5,692            -

Gross margin                                               89,390      120,416

General and Administrative Expenses
Consulting fees (related party-Note 8  [2002:
$162,300 and 2001: [$229,000])                            355,600    1,087,719
   Operating expenses                                     218,796      159,021
   Payroll expenses                                        54,062      150,699
   Professional fees                                       26,286       31,025
   Rental expenses                                         20,684       26,167
Total General and Administrative Expenses                 675,428    1,454,631

Operating Loss                                           (586,038)  (1,334,215)

Other Expenses
   Realized losses on disposal of marketable
equity securities                                          21,514            -
   Interest expense                                         8,425       11,649
Total Other Expenses                                       29,939       11,649

Net Loss Before Income Taxes                             (615,977)  (1,345,864)

Provision For Income Taxes (Note 6)                             -            -

Net Loss                                                 (615,977)  (1,345,864)

Basic and Diluted Loss Per Share                            (0.01)       (0.05)

Weighted Average Number of Common Shares
Outstanding                                            43,533,010   28,161,126

The accompanying notes are an integral part of these financial statements


                         WSN GROUP, INC. AND SUBSIDIARY
        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                  FOR THE YEARS ENDED JUNE 30, 2002 AND 2001



<TABLE>
<CAPTION>
                            Common      Common       Additional      Accumu-     Other      Total
                            Stock       Stock         Paid-in        lated       Compre-    Stock-
                            Shares      Amount        Capital       Deficit      hensive    holders'
                                                                                  Loss       Equity
                                                                                           (Deficiency)
<S>                        <C>          <C>          <C>            <C>          <C>       <C>
Balance, June 30, 2000     18,619,278   $  18,619    $   907,699    $(618,073)   $      -  $      308,245
Prior period adjustment    January 16
                           2004
(Note 10)                           -           -       (455,672)       6,745           -        (448,927)
Balance, June 30, 2000     18,619,278      18,619
as restated                                              452,027     (611,328)          -        (140,682)
Common stock issued for
Services                    9,963,000       9,963      1,029,437            -           -       1,039,400
Common stock issued for
Cash                        4,592,924       4,593        414,709            -           -         419,302
Unrealized losses on
M.E.S.                              -           -              -            -      (8,000)         (8,000)
Net loss, as restated               -           -              -   (1,345,864)          -      (1,345,864)
Balance, June 30, 2001
as restated                33,175,202      33,175      1,896,173   (1,957,192)     (8,000)        (35,844)
Common stock issued for
conversion of debt to
equity                     12,000,000      12,000        108,000            -           -         120,000
Common stock issued for
Services                   15,250,000      15,250        275,850            -           -         291,100
Other comprehensive loss            -           -              -            -       8,000           8,000
Net loss                            -           -              -     (615,977)          -        (615,977)
Balance, June 30, 2002     60,425,202   $   60,425    $2,280,023  $(2,573,169)  $       -     $  (232,721)
</TABLE>



The accompanying notes are an integral part of these financial statements


                           WSN GROUP, INC. AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

                                                          2002        2001

Cash Flows Used for Operating Activities:
   Net loss                                          $   (615,977) $(1,345,864)
   Adjustments to reconcile net loss
to net cash used in operating activities:
   Depreciation                                            19,702       10,829
   Common stock issued for services                       291,100    1,039,400
   Other                                                        -      (40,000)
Realized loss on disposal of
marketable equity securities                               21,514            -
   Changes in assets and liabilities:
      (Increase) decrease in accounts receivable            7,942      (7,049)
      (Increase) decrease in other current assets           5,427       1,105
      (Increase) decrease in other receivables             (4,025)          -
      (Increase) decrease in security deposits                727           -
       Increase (decrease) in accounts payable
          and accrued expenses                            191,940      (3,835)
       Increase (decrease) in income taxes payable            800         800
       Increase (decrease) in accrued interest payable      4,500       4,500
   Total adjustments                                      539,627   1,005,750
Net cash used for operating activities                    (76,350)   (340,114)

Cash flows Used for Investing Activities:
   Purchase of Property and Equipment                      (2,348)     (8,284)
Net cash used for investing activities                     (2,348)     (8,284)

Cash flows Provided by Financing Activities:
Proceeds from the disposal of
marketable equity securities                               18,486           -
   Checks issued in excess of cash                         (5,476)      5,476
   Net proceeds from the sale of common stock                   -     333,302
   Loans from shareholders                                 67,000           -
Net cash provided by financing activities                  80,010     338,778

Increase (decrease) in cash and cash equivalents            1,312      (9,620)
Cash and cash equivalents, beginning of year                    -       9,620
Cash and cash equivalents, end of year                      1,312           -

Cash paid for:
   Interest                                                     -           -
   Income taxes                                               800         950

Supplemental noncash investing and financing activities:
   Common stock issued for services                       291,100   1,039,400
   Fixed assets acquired under accounts payable                 -      31,927
   Conversion of debt to equity                           120,000      86,000

The accompanying notes are an integral part of these financial statements


                       WSN GROUP, INC. AND SUBSIDIARY
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               JUNE 30, 2002

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING  POLICIES

Organization and Nature of Operations.

Organization - WSN Group, Inc. (the "Company") is a Nevada corporation
with an authorized capital of 500,000,000 shares of $0.001 par value
common stock.  The Company was originally incorporated in the State of
Delaware on August 14, 1987, under the name of U.S.A. Growth, Inc.
("USAG").  In September 1999, USAG completed a merger agreement with
World Shopping Network, Inc. ("WSN"), merging such entities, which
would operate as WSN, with USAG as the surviving corporation.
Accordingly, the merger was reported as a reorganization of WSN, which
was considered the acquirer for accounting purposes. The certificate
of incorporation and the bylaws of USAG govern the operation of the
Company.  The merger was tax free under Internal Revenue Code  361.
WSN was incorporated on October 2, 1996 in the state of Wyoming.
Management accounted for the merger as a capital stock transaction (as
opposed to a business combination, as that term is defined by
generally accepted accounting principles) because the reorganization
was a "reverse acquisition" involving a public shell entity.  On June
11, 2001, the Company changed its name to WSN Group, Inc. and
subsequently filed articles of merger to change its domicile from
Delaware to Nevada.

Nature of Operations - The Company is comprised of two main divisions:
World Access & Media Network ("WAN"), which provides website
development, hosting, maintenance, linking, and access, and WSNG
Technology Group, which writes proprietary software for companies
seeking to establish or enhance their Internet presence or internal
Intranet.  The WSNG Technology Group also maintains an online mall at
www.wsnmall.com, which offers products and services and currently has
arrangements with several leading golf manufacturers to sell their
product lines.  The Company is headquartered in Palm Desert, California.

Summary of Significant Accounting Policies.

Accounting Method - The Company uses the accrual method of accounting
for financial statement and tax return purposes.

Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiary SDR Information Services, Inc. (formerly known as World
Shopping Network, Inc.), a California corporation.  Intercompany
transactions have been eliminated in the consolidation.

Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Management makes its best estimate of the ultimate outcome for these
items based on historical trends and other information available when
the financial statements are prepared. Changes in estimates are
recognized in accordance with the accounting rules for the estimate,
which is typically in the period when new information becomes
available to management.  Actual results could differ from those estimates.

Cash and Cash Equivalents - The Company considers all highly liquid
instruments purchased with an original maturity of three months or less
to be cash equivalents.

Concentration of Credit Risk - The Company maintains cash balances at
a financial institution that is insured by the Federal Deposit
Insurance Corporation up to $100,000.

Marketable Equity Securities - Marketable equity securities in these
financial statements are defined as available-for-sale securities
under the provisions of Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," and are recorded at fair value, with the change in
fair value (unrealized gains or losses) during the period excluded
from earnings and recorded net of tax as a component of other
comprehensive income.  Realized gains and losses are included in
earnings in the period they arise.

Property and Equipment - Property and equipment, stated at cost, is
depreciated under the straight-line method over their estimated useful
lives, ranging from three to five years.

Revenue Recognition - Revenues from Internet website development,
hosting, maintenance, linking, and access is recognized as the
services are performed.  Revenue from product sales is recognized when
the product is shipped, net of an allowance for estimated returns, and
the risks and rewards of ownership have transferred to the customer.
The Company recognizes shipping and handling fees as revenue, and the
related expenses as a component of cost of sales.  All internal
handling charges are charged to selling, general and administrative expenses.

Allowance for Doubtful Accounts - The Company presents accounts
receivable, net of allowances for doubtful accounts and returns.  The
allowances are calculated based on detail review of certain individual
customer accounts, historical rates and an estimation of the overall
economic conditions affecting the Company's customer base.  The
Company reviews a customer's credit history before extending credit.
If the financial condition of its customers were to deteriorate,
resulting in an impairment of their ability to make payments,
additional allowances may be required.  There is no allowance for
doubtful accounts provision included in these financial statements.

Advertising Costs - Advertising costs are expensed as incurred.  Total
advertising costs charged to operations for 2002 were $1,238 (2001: $4,246).

Income Taxes - The Company accounts for income taxes under the
provisions of SFAS No.109, "Accounting for Income Taxes."  Under SFAS
No. 109, deferred income tax assets and liabilities are computed for
differences between the financial statements and tax bases of assets
and liabilities that will result in taxable or deductible amounts in
the future, based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary, to reduce deferred
income tax assets to the amount expected to be realized.

Start-up Expenses - The Company expenses start-up costs and
organization costs for financial statement purposes pursuant to
American Institute of Certified Public Accountants Statement of
Position 98-5, "Reporting on the Costs of Start-up Activities."  For
income tax purposes, the Company has elected to treat its
organizational costs as deferred expenses and amortize them over a
period of sixty months, beginning in the first month the Company is
actively in business.

Earnings Per Share - Basic earnings or loss per share is based on the
weighted average number of common shares outstanding.  Diluted
earnings or loss per share is based on the weighted average number of
common shares outstanding and dilutive common stock equivalents.
Basic earnings/loss per share is computed by dividing income/loss
(numerator) by the weighted average number of common shares outstanding
(denominator) for the period.  All earnings or loss per share amounts
in the financial statements are basic earnings or loss per share, as
defined by SFAS No. 128, "Earnings Per Share."  Diluted earnings or
loss per share does not differ materially from basic earnings or loss
per share for all periods presented.  Convertible securities that
could potentially dilute basic earnings per share in the future such
as warrants are not included in the computation of diluted earnings
per share because to do so would be antidilutive.  All per share and
per share information are adjusted retroactively to reflect stock
splits and changes in par value.

Stock-Based Compensation - The Company accounts for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees."  Compensation cost for stock options, if any, is
measured as the excess of the quoted market price of the Company's
stock at the date of grant over the amount an employee must pay to
acquire the stock.  SFAS No. 123, "Accounting for Stock-Based
Compensation," established accounting and disclosure requirements
using a fair-value-based method of accounting for stock-based employee
compensation plans.  The Company has elected to remain on its current
method of accounting as described above, and has adopted the pro forma
disclosure requirements of SFAS No. 123.

Comprehensive Income - The Company includes items of other
comprehensive income by their nature in a financial statement and
displays the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in
the equity section of the balance sheet.

Capital Structure - The Company discloses its capital structure in
accordance with SFAS No. 129, "Disclosure of Information about Capital
Structure," which establishes standards for disclosing information
about an entity's capital structure.

Fair Value of Financial Instruments - For certain of the Company's
financial instruments, including cash and cash equivalents, accounts
receivable and other receivables, accounts payable, loans from
shareholders, and notes payable, the carrying amounts approximate fair
value due to their short maturities.

Segment Information - The Company discloses information about its
reportable segments in accordance with SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information."  The
accounting policies of the operating segments are the same as those
for the Company.

Impairment and Disposal of Long-Lived Assets - In October 2001, the
Financial Accounting Standards Board ("FASB") issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets,"
effective for fiscal years beginning after December 15, 2001.  This
Statement supersedes SFAS No. 121 and the accounting and reporting
provisions of APB Opinion No. 30, and also amends Accounting Research
Bulletin ("ARB") No. 51. The Company has adopted this statement as of
January 1, 2002, and it requires that one accounting model be used for
long-lived assets to be disposed of by sale, whether previously held
and used or newly acquired, and broadens the presentation of
discontinued operations to include more disposal transactions.  The
adoption of this statement had no effect on the financial statements.

Reclassification - Certain prior period amounts have been reclassified
to conform to the current year presentation.

Recent Accounting Pronouncements - The FASB has issued the following
pronouncements, none of which are expected to have a significant
affect on the financial statements:

April 2002 - SFAS No. 145, "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical
Corrections."  Under SFAS No. 4, all gains and losses from
extinguishment of debt were required to be aggregated and, if
material, classified as an extraordinary item, net of related income
tax effect.  This Statement eliminates SFAS No. 4 and, thus, the
exception to applying APB No. 30 to all gains and losses related to
extinguishments of debt.  As a result, gains and losses from
extinguishment of debt should be classified as extraordinary items
only if they meet the criteria in APB No. 30.  Applying the provisions
of APB No. 30 will distinguish transactions that are part of an
entity's recurring operations from those that are unusual or
infrequent or that meet the criteria for classification as an
extraordinary item.  Under SFAS No. 13, the required accounting
treatment of certain lease modifications that have economic effects
similar to sale-leaseback transactions was inconsistent with the
required accounting treatment for sale-leaseback transactions.  This
Statement amends SFAS No. 13 to require that those lease modifications
be accounted for in the same manner as sale-leaseback transactions.
This statement also makes technical corrections to existing
pronouncements.  While those corrections are not substantive in
nature, in some instances, they may change accounting practice.

June 2002 - SFAS No. 146, "Accounting for Costs Associated with Exit
or Disposal Activities."   This Statement addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force ("EITF") Issue
No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring)."  The principal difference between this
Statement and EITF No. 94-3 relates to its requirements for
recognition of a liability for a cost associated with an exit or
disposal activity.  This Statement requires that a liability for a
cost associated with an exit or disposal activity be recognized when
the liability is incurred.  Under EITF No. 94-3, a liability was
recognized at the date of an entity's commitment to an exit plan. This
Statement is effective for exit or disposal activities that are
initiated after December 31, 2002.

October 2002 - SFAS No. 147, "Acquisitions of Certain Financial
Institutions, an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9," which applies to the acquisition of all or part
of a financial institution, except for a transaction between two or
more mutual enterprises.  SFAS No. 147 removes the requirement in SFAS
No. 72 and Interpretation 9 thereto, to recognize and amortize any
excess of the fair value of liabilities assumed over the fair value of
tangible and identifiable intangible assets acquired as an
unidentifiable intangible asset. This statement requires that those
transactions be accounted for in accordance with SFAS No. 141,
"Business Combinations," and SFAS No.142, "Goodwill and Other
Intangible Assets."  In addition, this statement amends SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," to
include certain financial institution-related intangible assets. This
statement is effective for acquisitions for which the date of
acquisition is on or after October 1, 2002, and is not applicable to
the Company.

December 2002 - SFAS No. 148, "Accounting for Stock Based
Compensation-Transition and Disclosure."  This statement was issued to
provide alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method
used on reported results.  This statement is effective for financial
statements for fiscal years ending after December 15, 2002.  This
statement does not have any impact on the Company because the Company
does not plan to implement the fair value method.

Pending Accounting Pronouncements - It is anticipated that current
pending accounting pronouncements will not have an adverse impact on
the financial statements of the Company.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern, which is dependent
upon the Company's ability to establish itself as a profitable
business.  However, the Company has sustained substantial operating
losses in recent years resulting in an accumulated deficit and has
used substantial amounts of working capital in its operations.
Management is devoting substantially all of its present efforts in
securing and establishing a new business and has generated minimal
operating revenues.  It is the Company's belief that it will continue
to incur losses for at least the next 12 months, and as a result will
require additional funds from debt or equity investments to meet such
needs.  In view of these matters, realization of a major portion of
the assets in the accompanying balance sheet is dependent upon the
continued operations of the Company, which in turn is dependent upon
the Company's ability to meet its financing requirements, and the
success of its future operations.  If the Company cannot obtain needed
funds, it may be forced to curtail or cease its activities.

To meet these objectives, the Company plans to seek additional debt or
equity financing or a merger with an existing operating company.
There is no assurance that such additional funds will be available for
the Company on acceptable terms, if at all. The Company obtains loans
from shareholders as necessary to fund working capital requirements.
Management believes that actions presently taken to revise the
Company's operating and financial requirements provide the opportunity
for the Company to continue as a going concern.  The Company's ability
to achieve these objectives cannot be determined at this time.  The
continued existence of the Company is dependent upon its ability to
meet future financing requirements and the success of future
operations.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.

NOTE 3 - PROPERTY AND EQUIPMENT

The Company's property and equipment consists of the following:

     Computer equipment                            $   118,941
     Office equipment                                    7,373
     Furniture and fixtures                              1,453
       Total                                           127,767

     Less accumulated depreciation                     103,678

     Net book value                                     24,089

Depreciation expense charged to operations for 2002 was $19,702 (2001:
$10,829).

NOTE 4 - OTHER RECEIVABLES AND MARKETABLE EQUITY SECURITIES

Other receivables of $4,025 represent amounts due from the disposal of
the Company's marketable equity securities representing 800,000 shares
of restricted common stock of World Am Communications, Inc.  The
Company transferred the shares to another entity for consulting
services rendered in lieu of cash payment.  The shares were originally
obtained for consulting services rendered by the Company during the
fiscal year ended June 30, 2001, valued at $0.05 per share, or $40,000.

At June 30, 2001, an unrealized loss of $8,000 was charged to
accumulated other comprehensive loss representing the difference
between the stated market value as determined by the most recently
traded price at the balance sheet date, which was $0.04 per share.
This amount was reclassified out of comprehensive loss during the
fiscal year ended June 30, 2002, upon the realization of the loss on disposal.

NOTE 5 - LOANS FROM SHAREHOLDERS AND NOTES PAYABLE

Loans from Shareholders.

Amounts represent cash advances and payments for expenses on behalf of
the Company from certain shareholders to help fund working capital
operations.  The amounts are non-interest bearing and due on demand.
(See Note 13)

Notes Payable - Related Party.

On November 2, 1999 and December 22, 1999, the Company borrowed
$25,000 and $20,000, respectively, from Tri-Star Diversified Ventures,
L.L.C., a greater than 10% shareholder of the Company at that time, to
assist in day-to-day operations of the Company.  The terms of the
promissory notes for these loans call for 10% annual interest rate,
with full principal and interest payable on December 2, 1999 and June
22, 2000, respectively.  On September 26, 2000, the parties agreed in
writing to extend the due dates for both these notes to November 1,
2000.  Accrued interest at June 30, 2002 was $11,697.  Both of these
notes are in default.  (See Note 12)

NOTE 6 - INCOME TAXES

There is no current or deferred tax expense for the fiscal years June
30, 2002 and 2001 due to the Company's loss position and the benefits
of timing differences have not been previously recorded.  The deferred
tax consequences of temporary differences in reporting items for
financial statement and income tax purposes are recognized, as
appropriate.  Realization of the future tax benefits related to the
deferred tax assets is dependent on many factors, including the
Company's ability to generate taxable income within the net operating
loss carryforward period.  Management has considered these factors in
reaching its conclusion as to the valuation allowance for financial
reporting purposes and has recorded a 100% valuation allowance against
the deferred tax asset.

The income tax effect of temporary differences comprising the deferred
tax assets primarily are a result of net operating loss carryforwards,
capital loss carryforwards, and start-up expenses.  For the period
from inception to June 30, 2000, the Company was considered a start-up
entity for federal and state income tax purposes.  As a result, start-
up expenses were capitalized for tax purposes; all such costs are
expensed as incurred for financial reporting purposes.  The reported
income tax benefit differs from the amount that would result from
applying the federal statutory rate of 34% to the pretax loss because
of the state income tax effect at a rate of approximately 9%.

Deferred tax benefit at June 30, 2002 is approximately $830,000 (2001:
$600,000) with a full valuation allowance recorded against the
benefit. At June 30, 2002, the valuation account increased by
approximately $230,000 (2001: $390,000).

Accrued income taxes of $1,600 at June 30, 2002, represents a minimum
corporation franchise tax.  The Company has approximately $1,900,000
in net operating loss carryforwards, which are available to offset
future taxable income, and if not utilized, expire through 2022. The
Company has approximately $21,000 in capital loss carryforwards, which
expire in 2007.

Pursuant to the Tax Reform Act of 1986, annual utilization of the
Company's net operating loss carryforwards may be limited if a
cumulative change in ownership of more than 50% is deemed to occur
within any three-year period.

NOTE 7 - COMMON STOCK AND WARRANTS

Common Stock.

Common stock was issued as follows during the fiscal year ended June
30, 2002 and 2001:

June 30, 2002                                        Shares         Amount
SB-2 Offering for Services (B)                       600,000      $    13,600
S-8 Registration Statement-Services (C)           11,400,000      $   228,000
Restricted Stock-Cash and accrued expenses (D)    12,000,000      $   120,000
Restricted Stock-Services (D)                      3,250,000      $    49,500

June 30, 2001                                        Shares         Amount
SB-2 Offering for Cash (A)                         4,592,924      $   419,302
SB-2 Offering for Services (B)                     9,243,000      $   997,200
S-8 Registration Statement-Services (C)              620,000      $    37,200
Restricted Stock-Services (D)                        100,000      $     5,000

On July 6, 2000, the Company filed a Form SB-2 with the Securities and
Exchange Commission under Rule 415 (shelf offering) to register an
aggregate amount of 50,000,000 shares of common stock to be issued
under the following:  (1) 25,000,000 to institutional investors at an
offering price of 80% of the average closing bid price on the five
business days immediately preceding the date of a drawdown, under a
common stock purchase agreement, for the purpose of providing working
capital for the Company; and (2) 25,000,000 shares of common stock
used to pay company consultants or for possible future company or
assets acquisitions.

(A)  Cash - During the year ended June 30, 2001, total shares issued
under the offering for cash were 4,592,924 shares, as follows: (a) the
Company entered into a common stock purchase agreement dated September
11, 2000 with the David Andrew Trust to purchase common stock at 80%
of the average of the closing bid prices for the five trading days
immediately after the put notice (three put notices were received
resulting in the sale of (i) 856,284 shares in October 2000 at $0.18
per share, for a total consideration of $154,131, (ii) 2,203,311
shares in December 2000 at $0.125 per share, for a total consideration
of $220,331, and (iii) 1,083,329 shares in January 2001 at $0.03216,
for a total consideration of $34,840); (b) the Company entered into a
common stock purchase agreement dated November 15, 2000 with Alliance
Equities to purchase common stock at 80% of the average of the closing
bid prices for the five trading days immediately after the put notice
(one put notice was received resulting in the sale of 250,000 shares
in December 2000 at $0.10 per share, for at total consideration of
$25,000; although the shares were issued, the funds were never
actually collected; management has determined the funds are
uncollectible, and thus charged the $25,000 against additional paid-in
capital); and (c) the Company sold 200,000 shares at $0.05 per share
for total consideration of $10,000.

(B)  Services - For the years ended June 30, 2002 and 2001, total
shares issued under the offering for consulting services to the
Company were 600,000 and 9,243,000, respectively.  The shares were
valued at the fair market value of the common stock on the date of
issuance.  Total noncash consulting services rendered for the years
ended June 30, 2002 and 2001 were $13,600 and $997,200, respectively.

In connection with the SB-2 offering, each share of common stock
purchased under the common stock purchase agreement entitles the
holder to receive a warrant to purchase one share of common stock of
the Company at 80% of the closing bid price of the common stock on the
effective date.  Total warrants outstanding related to the sale of
common stock are approximately 4,200,000, expiring through September 2005.

(C) The Company filed an S-8 Registration Statement on July 11, 2000
to register the Company's Retainer Stock Plan For Non-Employee
Directors and Consultants (the "PLAN").  Amendments to the PLAN were
subsequently filed on May 25, 2001 (Amendment No. 1) and April 30,
2002 (Amendment No.2).  The purpose of the PLAN is to compensate
directors or consultants with shares of common stock instead of cash
for consulting services rendered to the Company.  During the years
ended June 30, 2002 and 2001, total shares of 11,400,000 and 620,000,
respectively, were issued pursuant to various consulting agreements.
All of the shares issued were valued at the fair market value on the
date of issuance for a total of $228,000 and $37,200, respectively.

(D) During the year ended June 30, 2002, the Company issued 3,250,000
shares of restricted common stock at prices ranging from $0.01 to
$0.03 per share, based on the fair market value on the date of
issuance, for consulting services rendered totaling $49,500.  The
Company also issued 12,000,000 shares of restricted common stock at
$0.01 per share to satisfy $120,000 in debt outstanding.  During the
year ended June 30, 2001, the Company issued 100,000 shares of
restricted common stock at $0.05 per share for annual directors
services rendered.  The shares were issued at the fair market value of
the common stock on the date of issuance for a total of $5,000.

Warrants.

The Company also has 666,667 (pre-split 8,000,000) units outstanding
as of June 30, 2002, each unit consisting of one share of restricted
common stock and one Class A redeemable common stock purchase warrant.
Each Class A warrant (666,667 outstanding) entitles the holder to
purchase one share of common stock at $2.04 per share, one share of
common stock, and one Class B common stock purchase warrant,
exercisable through December 31, 2002.  Each Class B warrant (666,667
outstanding) entitles the holder to purchase one share of common stock
at $3.00 per share, exercisable through December 31, 2002. (See Note
13)  The Company has the right to redeem the unexercised warrants on
thirty days written notice for $0.001 per warrant.

NOTE 8 - RELATED PARTY TRANSACTIONS

Common Stock.

Fiscal Year Ended June 30, 2002:  The Company issued (a) 950,000
restricted shares of common stock and 1,000,000 free trading shares of
common stock to the president and a director of the Company for
consulting services rendered, valued at $29,500; (b) 500,000
restricted shares of common stock and 1,000,000 free trading shares of
common stock to the vice president and a director of the Company for
information systems consulting services rendered, valued at $25,000;
(c) 600,000 free trading shares of common stock to a director of the
Company for funding and debt restructuring services rendered, valued
at $12,000; (d) 200,000 restricted shares of common stock to a former
officer as compensation for financial-related services rendered valued
at $2,000; (e) 16,880,000 shares of common stock to individuals and or
entities related to or controlled by a 10% or more beneficial owner of
the Company's common stock outstanding as follows: (i) 12,000,000
restricted shares of common stock at $0.01 per share for repayment of
$120,000 of debt outstanding, (ii) 4,380,000 free trading shares of
common stock for legal services rendered valued at $83,800, and (iii)
500,000 restricted shares of common stock for business services
rendered valued at $10,000; and (f) 3,600,000 free trading shares of
common stock to the company legal counsel, who is a 5% or greater
shareholder, for legal services rendered and to be rendered to the
Company, valued at $72,000.  All of the shares were issued at the fair
market value of the common stock on the date of issuance.

Fiscal Year Ended June 30, 2001:  The Company issued (a) 1,000,000
free trading shares of common stock to the president and a director of
the Company, and 1,000,000 free trading shares of common stock to the
vice president and a director of the Company for past consulting
services performed, valued at $100,000 each; (b) 100,000 restricted
shares of common stock as compensation for annual directors services
valued at $5,000; (c) 4,124,924 free trading shares of common stock to
The David Andrew Trust, an entity related to a 10% or more beneficial
owner of the Company's common stock outstanding, pursuant to a common
stock purchase agreement dated September 11, 2000, for total
consideration of $409,302 (see Note 7 for details); (d) 100,000 free
trading shares of common stock to a former officer of the Company for
financial-related services rendered, valued at $6,000; (e) 150,000
free trading shares of common stock to a former officer of the Company
as compensation for consulting services provided to the Company,
valued at $18,000; and (f) 800,000 free trading shares of common stock
to the company legal counsel, who is a 5% or greater shareholder, for
legal services rendered under attorney-client contracts between
himself and the company, valued at $64,000.

Notes Payable and Loans from Shareholders.

See Note 5 above for details.

NOTE 9 - RESCINDED TRANSACTIONS

Asset Purchase Agreement with Tuoc Bui dba System Design and Repair.

In connection with the Asset Purchase Agreement dated June 22, 2001,
with Tuoc Bui dba System Design and Repair ("SDR"), as well as the
related Escrow Agreement, the Company agreed to pay 4,500,000 shares
of restricted common stock, to be held in escrow, with 900,000 shares
released every year for five years issuable upon the performance of
the business.  Accordingly, when the outcome of the contingency was
determinable, the respective shares were to be issued at the fair
market value of the common stock on the date of issuance and recorded
as an additional cost of SDR, or goodwill.  The operations of SDR were
merged into the Company's subsidiary, World Shopping Network, Inc., a
California corporation, and the name was changed to SDR Information
Services, Inc. ("SDRIS") on September 7, 2001.  The Company has never
been able to obtain accurate records from Tuoc Bui dba System Design
and Repair and as such has not included any of this Company's results
of operations for the year ended June 30, 2002.

The Company decided not to proceed with this transaction because
information came to its attention that SDR breached the contract.  As
a result, the Company incurred and paid approximately $140,000 in
expenses as a result of this transaction, which are included in
general and administrative expenses.  This decision by the Company was
based on the best interests of the Company and its shareholders.

Acquisition Agreement with Connect2Save, Inc.

On November 13, 2001, the Company entered into an agreement with
Connect2Save, Inc., a Delaware Corporation, whereby the Company agreed
to buy from this company all of the shares of Connect4Savings, Inc., a
Delaware Corporation ("C4S").  C4S is principally engaged in the
business of long distance telephone service and related technologies.
Under the terms of this agreement, the Company agreed to pay to
Connect2Save, Inc. 6,500,000 shares of restricted common stock of the
Company in exchange for 100% of the issued and outstanding shares of
C4S, subject to an escrow.  On February 20, 2002, the parties agreed,
by mutual consent, not to proceed with this transaction.  This
decision by the Company was based on the best interests of the Company
and its shareholders.

Acquisition Agreement with Delphi Communications, Inc.

On November 8, 2000, the Company entered into a definitive agreement
with Delphi Communications, Inc. whereby the Company would acquire
certain of the assets of this company (which includes the license for
the AM radio station KMET).  This agreement replaced and superceded a
binding letter of intent for this transaction, which was entered into
by the parties on September 19, 2000.  KMET carries live broadcasts of
Los Angeles Dodgers baseball.  In addition, KMET airs the popular,
nationwide one-on-one sports-talk radio program.  When not
broadcasting sports content, KMET airs country western music.

Under the terms of this agreement, the Company agreed to pay to Delphi
7,415,254 restricted shares of common stock of the Company (valued on
the date of the transaction at $1,750,000). This agreement was subject
to approval by the Federal Communications Commission of the transfer
of the license for this radio station owned by Delphi.  In February
2001, the FCC approved the acquisition.  On October 25, 2001, both
parties agreed, by mutual consent, not to proceed with the transaction.

NOTE 10 - PRIOR PERIOD ADJUSTMENT

The accompanying financial statements have been restated to correct an
error made in the fiscal year ended June 30, 2000.  The effect of the
restatement was to decrease additional paid-in capital by $455,672 and
increase accumulated deficit by $6,745 for the fiscal year ended June
30, 2000, and to increase net loss by $29,612 for the fiscal year
ended June 30, 2001.  There was no effect on loss per share amounts or
income taxes.  The restatement reflects the removal of the net assets
of Growth Net, Inc. ("GNI") and the removal of GNI's results of
operations for the years ended June 30, 2000 and 2001.

Background.

Pursuant to a share exchange agreement dated as of August 16, 1999,
among the Company, Tri-Star Diversified Ventures, L.L.C., John J.
Anton, and Nick Markulis (WSN shareholders), the WSN shareholders
exchanged all of their shares of common stock of WSN for an aggregate
of 79,950,000 newly issued shares of common stock of the Company.  The
assets of the Company, which were comprised solely of cash and cash
equivalents of approximately $456,000, as of June 30, 1999, were
transferred to a newly formed entity, GNI, for the purpose of making a
distribution of the stock of this subsidiary to the shareholders of
the Corporation on the record date of June 30, 1999.  GNI was formed
on May 10, 1999, in anticipation of the reorganization of USAG.  The
share exchange agreement expressly stated that any current assets of
USAG prior to the merger would be transferred to an affiliated entity
for the benefit of the pre-merger shareholders of USAG and USAG (post-
merger) would have no assets or liabilities and the WSN shareholders
would have no interest in the affiliated entity.  As such, the Company
has no rights or liabilities with respect to the GNI net assets or
results of operations.

NOTE 11 - SEGMENT INFORMATION

The Company's operations are classified into two principal reportable
segments that provide different products or services:  Internet
Service Provider ("ISP") division, which provides website development,
hosting, maintenance, linking, and access, and mall sales, which
offers for sale discounted golf clubs via its online mall.

During the fiscal year ended June 30, 2002, the Company began deriving
revenue from the sale of golf clubs.  Management did not allocate any
corporate, selling, administrative or overhead expenses to this
segment due to its minimal sales.  All corporate, selling,
administrative and overhead expenses are included in the Internet
Service Provider division.

Segment information for the year ended June 30, 2002 was as follows:

June 30, 2002:            ISP          Mall Sales          Total

Total revenues          $   88,290     $   6,792         $   95,082
Segment loss               580,346         5,692            586,038
Total assets                33,410             -             33,410
Capital expenditures         2,348             -              2,348
Depreciation                19,702             -             19,702

There was no segment information for the Company during the fiscal
year ended June 30, 2001, as the Company did not have any reportable
segments.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Operating Leases.

The Company leases certain property under an operating lease that
originally expired in March 2005, but was terminated early in March
2003. (See Note 13)  The following is a schedule of future minimum
rental payments required under operating leases that have initial or
remaining noncancelable lease terms in excess of one year as of June
30, 2002:  2003: $13,219. Rent expense charged to operations for 2002
was $20,684 (2001: $26,167). During the fiscal year ended June 30,
2002, the Company sublet some of its space on a monthly basis at the
rate of $700 per month and charged against rental expense for 2002 is
$2,800 in sublease income.

Lawsuit.

On July 25, 2001, the Company filed an action in the Orange County,
California Superior Court seeking to cancel 4,500,000 common shares of
WSN Group, Inc. and for breach of contract (WSN Group, Inc. v. Tri-
Star Diversified Ventures, L.L.C., et al, Case No. 01CC09508). A cross
complaint was filed by Tri-Star. On December 20, 2000, the Company
attempted to settle the payment of these notes, less certain amounts
paid by the Company, in the amount of $40,000 by the payment of shares
of common stock.  However, this offer was subsequently declined. On
November 19, 2002, the Superior Court of California dismissed the
case. (See Note 13) In connection therewith, the parties agreed, in
principle, to a "Settlement and Release Agreement," (the "Agreement")
whereby all parties agreed to the mutual release of any legal rights
to the litigation and the Company agreed to issue 26 million shares of
common stock to Tri-Star. (See Note 13) In addition, the 4,500,000
shares held by Tri-Star were not canceled and the related loans
($45,000) plus accrued interest ($11,697) were forgiven. As of June
30, 2002, the financial statements reflect the 4,500,000 shares
outstanding and the full amount of the loans ($45,000) plus accrued
interest ($11,697). (See Note 5)

Installment Loan.

On August 20, 2002, the Company obtained an installment loan for
$25,000, bearing interest at 6.25% per annum, and payable in 60
monthly installments of $374.27.  The purpose of the loan was to help
pay for the Company's current obligations.  The aggregate minimum
payments due for the next five years are:  (2003: $3,368, 2004:
$4,491, 2005: $4,491, 2006: $4,491 and 2007: $13,593).

NOTE 13 - SUBSEQUENT EVENTS

Merger Letters of Intent.

On December 11, 2002, the Company entered into a series of binding
letters of intent with Cash Asset Management, Harrison Asset
Management, and Money Asset Management to acquire a percentage of each
entities assets.  Each entity is privately owned and the Company
assumes no liabilities whatsoever for any of the entities.  The
transaction was intended to close on or before January 2003.  The
Company also intended to complete a share-for-share exchange with
United Recovery and First American Family Financial Services
Corporation, which were intended to close on or before December 15,
2002.  On May 5, 2003, the letters of intent were canceled.

Operating lease.

The Company terminated its operating lease in Santa Ana, California,
in March 2003.  No further commitments are due under the original
lease. (See Note 12)

Warrants.

The Company did not extend the exercise period for the Class A and
Class B warrants after December 31, 2002. (See Note 7)

Common stock.

On August 14, 2002, the board of directors approved the issuance of
15,600,000 shares of restricted common stock to satisfy $94,000 in
related party accrued expenses outstanding at June 30, 2002.  The
shares were issued to an entity related to or controlled by a 10% or
more beneficial owner of the Company's common stock.  On January 29,
2003, the board of directors approved the issuance of 3,550,000 shares
of unrestricted common stock for services rendered, 2,000,000 of which
were issued to officers and directors of the Company.  The issuances
increase total shares outstanding as of May 5, 2003, to 79,575,202,
but do not materially affect loss per shares amounts assuming the
shares had been issued prior to year-end.

Contingency.

In connection with the settlement of the Tri-Star lawsuit (See Note
12), the Company has agreed, in principle, to issue 26 million shares
of common stock to Tri-Star. The Agreement has not been formally
executed and the shares have not been issued as of the date of
issuance of these financial statements.

                                EXHIBIT INDEX

Number              Description

2.1     Agreement and Plan of Merger between the Registrant and
        World Shopping Network, Inc., dated September 15, 1999
        (incorporated by reference to the Schedule 14C Definitive
        Information Statement filed on October 1, 1999).

2.2     Agreement between the Registrant and Delphi Communications,
        Inc., dated November 8, 2000 (incorporated by reference to
        Exhibit 2 to the Form 8-K filed on January 12, 2001)

2.3     Merger Agreement between the Registrant and WSN Group, Inc.,
        a Delaware corporation, dated June 11, 2001 (incorporated by
        reference to Exhibit 2.3 of the Form 10-KSB/A filed on
        November 28, 2001).

2.4     Asset Purchase Agreement between the Registrant and Tuoc
        Bui, dated June 22, 2001 (incorporated by reference to
        Exhibit 2 to the Form 8-K filed on June 29, 2001).

2.5     Stock Purchase Agreement between the Registrant and
        Connect2Save, Inc., dated November 13, 2001 (incorporated by
        reference to Exhibit 2 of the Form 8-K filed on November 19, 2001).

2.6     Letter of Intent between the Registrant and Cash Asset
        Management, Inc., dated December 11, 2002 (incorporated by
        reference to Exhibit 99.2 of the Form 8-K filed on December 19, 2002).

2.7     Letter of Intent between the Registrant and Money Asset
        Management, Inc., dated December 11, 2002 (incorporated by
        reference to Exhibit 99.3 of the Form 8-K filed on December 19, 2002).

2.8     Letter of Intent between the Registrant and Harrison Asset
        Management, Inc., dated December 11, 2002 (incorporated by
        reference to Exhibit 99.4 of the Form 8-K filed on December 19, 2002).

2.9     Letter of Intent between the Registrant and United Recovery,
        Inc., dated December 11, 2002 (incorporated by reference to
        Exhibit 99.5 of the Form 8-K filed on December 19, 2002).

2.10    Letter of Intent between the Registrant and First American
        Family Financial Services Corporation, Inc., dated December
        11, 2002 (incorporated by reference to Exhibit 99.6 of the
        Form 8-K filed on December 19, 2002).

3.1     Articles of Incorporation, dated January 29, 2001
        (incorporated by reference to Exhibit 3.1 of the Form 10-
        KSB/A filed on November 28, 2001).

3.2     Bylaws (incorporated by reference to Exhibit 3.2 of the Form
        10-K filed on November 5, 1996).

4.1     Share Exchange Agreement between the Registrant, Tri Star
        Diversified Ventures, L.L.C., Nick Markulis, and John J.
        Anton, dated August 15, 1999 (incorporated by reference to
        Exhibit 4 of the Form 10-QSB for the period ended October
        31, 1999 - filed on February 28, 2000).

4.2     Retainer Stock Plan for Non-Employee Directors and
        Consultants, dated April 25, 2000 (incorporated by reference
        to Exhibit 4.1 of the Form S-8 filed on May 2, 2000).

4.3     Consulting Services Agreement between the Registrant and
        Laurel-Jayne Yapel Manzanares, dated April 25, 2000
        (incorporated by reference to Exhibit 4.2 of the Form S-8
        filed on May 2, 2000).

4.4     Consulting Services Agreement between the Registrant and
        Marcine Aniz Uhler, dated April 26, 2000 (incorporated by
        reference to Exhibit 4.3 of the Form S-8 filed on May 2, 2000).

4.5     Form of Common Stock Purchase Agreement between the
        Registrant and institutional investors (incorporated by
        reference to Exhibit 4.5 of the Form SB-2 filed on July 6, 2000).

4.6     Amended and Restated Retainer Stock Plan for Non-Employee
        Directors and Consultants, dated May 15, 2001 (incorporated
        by reference to Exhibit 4.1 of the Form S-8 filed on May 25, 2001).

4.7     Consulting Services Agreement between the Registrant and
        Gary Fox, dated May 16 2001 (incorporated by reference to
        Exhibit 4.2 of the Form S-8 filed on May 25, 2001).

4.8     Consulting Services Agreement between the Registrant and
        Gretchen Muscente, dated May 16 2001 (incorporated by
        reference to Exhibit 4.3 of the Form S-8 filed on May 25, 2001).

4.9     Consulting Services Agreement between the Registrant and
        Kevin Penrose, dated May 21, 2001 (incorporated by reference
        to Exhibit 4.4 of the Form S-8 filed on May 25, 2001).

4.10    Consulting Services Agreement between the Registrant and
        Tuoc Bui, dated May 21, 2001 (incorporated by reference to
        Exhibit 4.5 of the Form S-8 filed on May 25, 2001).

4.11    Consulting Services Agreement between the Registrant and
        Wally Tauch, dated May 23, 2001 (incorporated by reference
        to Exhibit 4.6 of the Form S-8 filed on May 25, 2001).

4.12    Amended and Restated Retainer Stock Plan for Non-Employee
        Directors and Consultants (Amendment No. 2), dated March 15,
        2002 (incorporated by reference to Exhibit 4 of the Form S-8
        filed on April 30, 2002).

10.1    Promissory Note issued by the Registrant in favor of Tri
        Star Diversified Ventures, L.L.C., dated November 2, 1999
        (incorporated by reference to Exhibit 10.1 of the Form 10-
        KSB/A filed on November 28, 2001).

10.2    Promissory Note issued by the Registrant Tri Star
        Diversified Ventures, L.L.C., dated December 22, 1999
        (incorporated by reference to Exhibit 10.2 of the Form 10-
        KSB/A filed on November 28, 2001).

10.3    Joint Venture Agreement between the Registrant and American
        Consumer Network, dated August 3, 2000 (incorporated by
        reference to Exhibit 10.1 of the Form 10-QSB filed on
        November 20, 2000).

10.4    Promissory Notes Extension, dated September 26, 2000
        (incorporated by reference to Exhibit 10.4 of the Form 10-
        KSB/A filed on November 28, 2001).

10.5    Joint Venture Agreement between the Registrant and Preferred
        Dental Plan, dated September 27, 2000 (incorporated by
        reference to Exhibit 10.2 of the Form 10-QSB filed on
        November 20, 2000).

16.1    Letter on change in certifying accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on March 9, 2000).

16.2    Letter on change in certifying accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on August
        16, 2001).

21      Subsidiaries of the Registrant (incorporated by reference to
        Exhibit 21 of the Form 10-QSB filed on December 10, 2001).

23      Consent of Independent Certified Public Accountants (see below).

31      Rule 13a-14(a)/15d-14(a) Certification (see below).

32      Section 1350 Certification (see below).

99      Press release issued by the Registrant, dated December 18,
        2002 (incorporated by reference to Exhibit 99.1 of the Form
        8-K filed on December 19, 2002).