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, 2001

                                           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.)

      1530 Brookhollow Drive, Suite C, Santa Ana, California        92705
             (Address of principal executive offices)            (Zip Code)

                  Registrant's telephone number:  (714) 427-0760

       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 October 1, 2001: Common Stock, par value $0.001 per share
-- $883,139.  As of October 1, 2001 the Registrant had 33,375,202 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                                             13

ITEM 3.  LEGAL PROCEEDINGS                                                   13

ITEM 4.  SUBMISSION TO MATTERS TO A VOTE OF SECURITY HOLDERS                 13

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS            14

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                    16

ITEM 7.  FINANCIAL STATEMENTS                                                24

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                              24

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION
         16(A) OF THE EXCHANGE ACT                                           25

ITEM 10. EXECUTIVE COMPENSATION                                              27

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      28

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      29

ITEM 13. EXHIBITS, REPORTS ON FORM 8-K, AND INDEX
         TO FINANCIAL STATEMENTS                                             30

SIGNATURES                                                                   31

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

     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.

     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.

Business of the Registrant.

(a)  Registrant Overview.

     To date, the primary business of the Registrant has been 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.wsnetwork.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 our 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.

     Finally, the Registrant has begun designing and hosting Internet
shopping malls for individual suppliers or manufacturers.  The
Registrant offers a turn-key approach to those wishing to establish
their own shopping malls.  Once general content is designated by the
customer, the Registrant designs, hosts, and maintains the site.

(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 provides 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.

     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.

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 exceptional 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.

     Following is a chart of the WSN Mall order fulfillment procedure:

       Order received       Transfer of       Strategic       Payment made
                            order to          partner fills   to strategic
                            strategic         order provides  partner
                            partner           notification

     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 which may provide them with a greater ability to market
their products more effectively.

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.

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.

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 a steady
level of success with regard to the 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

     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 have 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
has 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 extremely 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.

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.

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's sites should be a part of their lives.  The
Registrant currently offers unprecedented convenience and benefits.
The Registrant seeks not only to improve upon and increase those
benefits, but also to educate about the Internet, its uses, values and
benefits.

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.

Competition.

     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
which 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.  Although the Registrant is one of the pioneers
in this industry, most of its competitors have larger customer bases,
greater brand recognition, and significantly 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
Registrant has an exceedingly lean overhead and cost base.  This lean
overhead and cost base has not compromised the quality of the
Registrant's products and services. On the contrary, the Registrant
believes the quality of its products and services are equal to or
better than its larger competitors.

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.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Registrant currently owns or controls the following property
in connection with its operations:

     The Registrant leases certain property, equipment and a vehicle
under various operating leases that expire through April 2005,
included its corporate offices at 1530 Brookhollow Drive, Suite C,
Santa Ana, California 92705 (this space is deemed adequate for the
immediate future).  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, 2001: (2002: $29,057; 2003:$8,743; 2004:$8,472; 2005: $7,060).  The
Registrant currently owns approximately $41,000 (depreciated value) in
computers, office equipment, and furniture at its offices.

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.

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

     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.

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, 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

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on June 30, 2000


                                                      High      Low

Quarter Ended October 31, 1999 *                      0.43      0.25
Quarter Ended December 31, 1999 **                    2.81      0.25
Quarter Ended March 31, 2000                          0.81      0.37
Quarter Ended June 30, 2000                           0.44      0.10

*  The shares only trading on one day during the month of October 1999.
**  The fiscal year of the Registrant was changed to June 30,
effective on November 22, 1999.

Holders of Common Equity.

     As of October 1, 2001, there were 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
securities during the fiscal year ended on June 30, 2001:

     During March 2001, the Registrant 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.

     No commission were paid in connection with this sale.  These sales
were undertaken under Rule 506 of Regulation D, in that:

     the sales were made to sophisticated investors as defined in Rule
     506;

     the Registrant gave each purchaser the opportunity to ask
     questions and receive answers concerning the terms and conditions
     of the offering and to obtain any additional information which
     the Registrant possessed or could acquire without unreasonable
     effort or expense that is necessary to verify the accuracy of
     information furnished;

     at a reasonable time prior to the sale of securities, the
     Registrant advised the purchasers of the limitations on resale in
     the manner contained in paragraph Rule 502(d)2 of this section;

     neither the Registrant nor any person acting on its behalf sold
     the securities by any form of general solicitation or general
     advertising; and

     the Registrant exercised reasonable care to assure that the
     purchasers of the securities are not underwriters within the
     meaning of section 2(11) of the Act in compliance with Rule
     502(d).

Use of Proceeds.

     On July 6, 2000, the Registrant 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: (a)  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 Registrant; and (b) 25,000,000
shares of common stock used to pay Registrant consultants or for
possible future company or assets acquisitions.  This registration
statement went effective on July 18, 2000 (File No. 333-40908)

     Through June 30, 2001, the shares issued under this offering are
as follows:

     (a)  Cash - Total shares issued under the offering for cash were
4,592,924 shares pursuant to two common stock purchase agreements as
follows:

     (1)  The Registrant 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 have been 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;

     (2)  The Registrant 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

     (3)  The Registrant sold 200,000 shares at $0.05 per share for
     total consideration of $10,000.

     (b)  Services - Total shares issued under the offering for
consulting services to the Registrant were 9,243,000 shares.  The
shares were valued at the fair market value of the common stock on the
date of issuance.  Total noncash consulting services rendered were $997,200.

     The expenses involved with this offering to date have been
approximately $30,000.  The net cash proceeds from this offering
(gross proceeds of $419,302 less offering expenses) of approximately
$389,302 have been used for working capital for the Registrant.

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

     The following discussion should be read in conjunction with the
financial statements and accompanying notes included in this Form 10-KSB.

     To date, the primary business of the Registrant has been 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.

Results of Operations.

(a)  Revenues.

     The Registrant reported $120,416 in gross income for the current
year.  This represents a 285% increase from the year ended June 30,
2000 which generated revenues of $42,280.  The increase in revenues
was a result of marketing efforts by the Registrant

(b)  Selling, General and Administrative Expenses.

     The current year's loss was primarily attributable to selling,
general and administrative expenses of which consulting and
professional services made up the largest portion.  The consulting and
professional service expense for the current year totaled $1,065,461,
or 74% of total expenses incurred in the year.  Common stock issued for
services totaled $1,039,400.

     Salaries for the current year totaled $99,977, this represented
7% of total expenses of $1,448,494.  Salaries in the same quarter in
the previous year were $0, or 0% of total expenses of $351,465.

     The increase in expenditures was as a result of a redirection of
the Registrant's efforts.

(c)  Depreciation and Amortization.

     Depreciation and Amortization for the year ended June 30, 2001
was $10,829.  This is lower than the depreciation and amortization of
$22,339 expensed in the year ended June 30, 2000.

(d)  Interest Expense.

     The Registrant incurred interest expense charges of $11,649 in
the year ended June 30, 2001, compared with charges of $4,521 in the
year ended June 30, 2000.

(e)  Income Tax Benefit.

     For the year ended June 30, 2001, the Registrant had available
net operating loss carryforwards and capital loss carryforwards of
approximately $1,600,000 and $250,000 are available for future tax benefits
expiring beginning in June of 2008;  The Registrant has not
recognized any of this tax benefit as an asset due to the uncertainty
of future income.

(f)  Net Loss.

     The Registrant reported a net loss of $1,316,252 for the year
ended June 30, 2001.  This is compared to a net loss of $291,321 for
the year ended June 30, 2000.

Liquidity and Capital Resources.

     The Registrant currently has total current assets of $18,080 and
total current liabilities of $126,671, resulting in net working
capital deficit of $108,591.  The Company has financed its operations primarily
through the sale of common stock for cash and from loans from shareholders for
the year ended June 30, 2001.  The Registrant is currently in
negotiations for additional capital to finance its future growth plans.

Inflation.

     The Registrant's management does not believe that inflation has
had or is likely to have any significant impact on the Registrant's
operations.

Other.

     The Registrant does not provide post-retirement or post-
employment benefits requiring charges under Statements of Financial
Accounting Standards Nos. 106 and 112.

Risk Factors Connected with Operations of Registrant.

(a)  Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive.

     The Registrant has only a limited operating history upon which to
base an assumption that the Registrant will be able to achieve its
business plans.  In addition, the Registrant has only limited assets.
As a result, there can be no assurance that the Registrant will
generate significant revenues in the future; and there can be no
assurance that the Registrant will operate at a profitable level.  If
the Registrant is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Registrant's business
will not succeed.

     The Registrant incurred a net loss of $291,321 for the fiscal
year ended June 30, 2000 and $1,312,252 for the fiscal year ended June
30, 2001.  The Registrant's current liabilities exceed its current
assets by $174,381 as of June 30, 2000 and $108,591 as of June 30,
2001.  At June 30, 2001, the Registrant had an accumulated deficit of
$1,934,325.  This raises substantial doubt about the Registrant's
ability to continue as a going concern.

(b)  Need for Additional Financing May Affect Operations and Plan of
Business.

     Current funds available to the Registrant will not be adequate
for it to be competitive in the areas in which it intends to operate.
Therefore, the Registrant will need to raise additional funds in order
to fully implement its business plan.  The Registrant will attempt to
raise  approximately $1 million in additional funds during the next 12
months through public or private financing in order to continue with
its business plan.  However,  there can be no assurance that the
Registrant will be successful in raising such additional funds.
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 Registrant's continued operations therefore will depend upon
its ability to raise additional funds through bank borrowings, equity
or debt financing.  There is no assurance that the Registrant will be
able to obtain additional funding when needed, or that such funding,
if available, can be obtained on terms acceptable to the Registrant.
If the Registrant cannot obtain needed funds, it may be forced to
curtail or cease its activities.  If additional shares were issued to
obtain financing, current shareholders may suffer a dilutive effect on
their percentage of stock ownership in the Registrant.

(c)  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.

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

     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.  Many of the Registrant's present
and potential competitors are likely to enjoy substantial competitive
advantages, including larger numbers of users, more fully-developed e-
commerce opportunities, larger technical, production and editorial
staffs, and substantially greater financial, marketing, technical and
other resources.  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.

(e)  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 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.

(f)  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.

(g)  Governmental Regulation of the Internet May Affect Registrant's
Operations.

     There are currently few laws that specifically regulate
communications or commerce on the Internet.  Laws and regulations may
be adopted in the future, however, that address issues including user
privacy, pricing, taxation and the characteristics and quality of
products and services sold over the Internet.  An increase in
regulation or the application of existing laws to the Internet could
significantly increase our costs of operations and harm the
Registrant's business.

(h)  Influence of Other External Factors on Prospects for Registrant.

     The industry of the Registrant in general is a speculative venture
necessarily involving some substantial risk. There is no certainty that
the expenditures to be made by the Registrant will result in a
commercially profitable business.  The marketability of its products
will be affected by numerous factors beyond the control of the
Registrant.  These factors include market fluctuations, and the general
state of the economy (including the rate of inflation, and local
economic conditions), which can  affect companies' spending.  Factors
which leave less money in the hands of potential customers of the
Registrant will likely have an adverse effect on the Registrant.  The
exact effect of these factors cannot be accurately predicted, but  the
combination of these factors may result in the Registrant not receiving
an adequate return on invested capital.

(i)  Control by Officers and Directors Over Affairs of Registrant May
Override Wishes of Other Stockholders.

     The Registrant's officers and directors beneficially own
approximately 23% of the outstanding shares of the Registrant's common
stock.  As a result, such persons, acting together, have the ability
to exercise significant influence over all matters requiring
stockholder approval.  Accordingly, it could be difficult for the
investors hereunder to effectuate control over the affairs of the
Registrant.  Therefore, it should be assumed that the officers,
directors, and principal common shareholders who control these voting
rights will be able, by virtue of their stock holdings, to control the
affairs and policies of the Registrant.

(j)  Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Registrant.

     The Registrant's success is dependent upon the hiring and
retention of key personnel.  None of the officers or directors has any
employment or non-competition agreement with the Registrant.
Therefore, there can be no assurance that these personnel will remain
working with the Registrant.  Should any of these individuals cease to
be affiliated with the Registrant for any reason before qualified
replacements could be found, there could be material adverse effects on
the Registrant's business and prospects.

     In addition, all decisions with respect to the management of the
Registrant will be made exclusively by the officers and directors of
the Registrant.  Investors will only have rights associated with
minority ownership interest rights to make decision which effect the
Registrant.  The success of the Registrant, to a large extent, will
depend on the quality of the directors and officers of the Registrant.
Accordingly, no person should invest in the Shares unless he is
willing to entrust all aspects of the management of the Registrant to
the officers and directors.

(k)  Potential Conflicts of Interest May Affect Ability of Officers
and Directors to Make Decisions in the Best Interests of Registrant.

     The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to the
business of the Registrant. As a result, certain conflicts of interest
may exist between the Registrant and its officers and/or directors
which may not be susceptible to resolution.

     In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's length
negotiations.  All of the potential conflicts of interest will be
resolved only through exercise by the directors of such judgment as is
consistent with their fiduciary duties to the Registrant.  It is the
intention of management, so as to minimize any potential conflicts of
interest, to present first to the Board of Directors to the
Registrant, any proposed investments for its evaluation.

(l)  Limitations on Liability, and Indemnification, of Directors and
Officers May Result in Expenditures by Registrant.

     Although neither the articles of incorporation nor the bylaws of
the Registrant provide for indemnification of officer or directors of
the Registrant, the Nevada Revised Statutes provide for permissive
indemnification of officers and directors and the Registrant may
provide indemnification under such provisions.  Any indemnification of
directors, officer, or employees, could result in substantial
expenditures being made by the Registrant in covering any liability of
such persons or in indemnifying them.

(m)  Absence of Cash Dividends May Affect Investment Value of
Registrant's Stock.

     The Board of Directors does not anticipate paying cash dividends
on the common stock for the foreseeable future and intends to retain
any future earnings to finance the growth of the Registrant's
business. Payment of dividends, if any, will depend, among other
factors, on earnings, capital requirements and the general operating
and financial conditions of the Registrant as well as legal
limitations on the payment of dividends out of paid-in capital.

(n)  No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Registrant's Stock.

     There has been only a limited public market for the common stock
of the Registrant.  The common stock of the Registrant is currently
quoted on the Over the Counter Bulletin Board.  As a result, an
investor may find it difficult to dispose of, or to obtain accurate
quotations as to the market value of the Registrant's securities. In
addition, the common stock is subject to the low-priced security or so
called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities.  The
Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure in connection with any trades involving a stock
defined as a penny stock (generally, according to recent regulations
adopted by the U.S. Securities and Exchange Commission, any equity
security that has a market price of less than $5.00 per share, subject
to certain exceptions), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Registrant's common stock and thus, ultimately,
the ability of the investors to sell their securities in the secondary
market.

(o)  Failure to Maintain Market Makers May Affect Value of
Registrant's Stock.

     If the Registrant is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but
also through possible delays in the timing of transactions, and lower
prices for the common stock than might otherwise prevail.
Furthermore, the lack of  market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary
market.  There can be no assurance the Registrant will be able to
maintain such market makers.

(p)  Sale of Shares Eligible For Future Sale Could Adversely Affect
the Market Price.

     All of the approximate 7,600,000 shares of common stock which are
currently held, directly or indirectly, by management have been issued
in reliance on the private placement exemption under the Securities
Act of 1933.  Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Securities Act of 1933.  In general, under Rule 144 a
person, or persons whose shares are aggregated, who has beneficially
owned shares acquired in a non-public transaction for at least one
year, including persons who may be deemed affiliates of One Touch, as
defined, would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of 1% of the then
outstanding shares of common stock, or the average weekly reported
trading volume during the four calendar weeks preceding such sale,
provided that current public information is then available.  If a
substantial number of the shares owned by these shareholders were sold
under Rule 144 or a registered offering, the market price of the
common stock could be adversely affected.

(q)  Status as a Pseudo California Corporation Could Adversely Affect
the Operation of the Registrant.

     Section 2115 of the California General Corporation Law subjects
foreign corporations doing business in California to various
substantive provisions of the California General Corporation Law in
the event that the average of its property, payroll and sales is more
than 50% in California and more than one-half of its outstanding
voting securities are held of record by persons residing in the State
of California.  Section 2115 does not apply to any corporation which,
among other things, has outstanding securities designated as qualified
for trading as a national market security on NASDAQ if such
corporation has at least eight hundred holders of its equity
securities as of the record date of its most recent annual meeting of
shareholders.

     Some of the substantive provisions of California which apply to
the Registrant include laws relating to annual election of directors,
removal of directors without cause, removal of directors by court
proceedings, indemnification of officers and directors, directors
standard of care and liability of directors for unlawful
distributions.  Currently, the Registrant does meet the requirement of
a pseudo California corporation.

Forward Looking Statements.

     The foregoing Plan of Operation 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, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates.  The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements.  These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control.  The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate.  The Registrant disclaims any intent or obligation to
update "forward looking statements."

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended June 30, 2001,
and for the year ended June 30, 2000 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 September 10, 1999, the independent accountant
who was previously engaged as the principal accountant to audit the
Registrant's financial statements, Rothstein, Kass & Company, P.C.,
was dismissed by Registrant.  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.
The decision to change accountants was approved by the board of directors.

     During the Registrant's two most recent fiscal years and any
subsequent interim period preceding such resignation, there were no
disagreements with the former accountant 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 accountant's dismissal.

(b)  Effective on September 15, 1999, the firm of Keyhan Company
has been engaged to serve as the new principal accountant to audit the
Registrant's financial statements.  During the Registrant's two most
recent fiscal years, and the subsequent interim period prior to
engaging that accountant, neither the Registrant (nor someone on its
behalf) consulted the newly engaged accountant regarding any matter.

     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.

(c)  Effective on August 8, 2001, the firm of Clancy &
Company PLLC has been 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.

John J. Anton , President/Chief Executive Officer/Director.

     Mr. Anton, age 74, 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.

John Moore, Vice President of Information Systems/Secretary/Director

     Mr. Moore, age 32, 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.

Martin Bloomenstein, Vice President of Finance/Treasurer/Director.

     Mr. Bloomenstein, age 65, has been the Vice President of Finance
for the Registrant since 1996.  Prior to that time, he was an officer,
director and consultant of APN, Inc., a SMR development company.  Mr.
Bloomenstein has been a certified public accountant (CPA) for over 35
years.  He received his Bachelor of Science degree from New York
University.  Mr. Bloomenstein passed away in November 2001.

Gary Fox, Chief Financial Officer/Director.

     Mr. Fox, age 50, offers extensive knowledge of traditional
financial management and technology.  With over 20 years experience in
public accounting, he provides expertise in strategic financial
planning, acquisition analysis, cash management and financial
reporting.  Mr. Fox's was the managing general partner of Fox & Fox,
Certified Public Accountants from January 1984 to December 31, 1998.
From January 1, 1998 to April 30, 2000, Mr. Fox practiced public
accounting as a sole proprietor.  In October, 2000 Mr. Fox assumed his
current position with the Registrant.  Mr. Fox is a certified public
accountant and received a bachelor's degree in business administration
from California State University at Los Angeles.

Compliance with Section 16(a) of the 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 Securities and Exchange Commission ("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 on a review of the with respect to the fiscal year
ended June 30, 2001 and subsequently, the Registrant is aware that the
following reports were not timely filed: (a)  A Form 5 for each of the
officers and directors, which form has now been prepared and filed
with the SEC; (b)  A Form 4 to report certain issuances of restricted
common stock to the officers and directors during the fiscal year
ended June 30, 2001.  These transactions were reported on the filed
Form 5's; and (c)  A Form 3 to report Mr. Fox as a reporting person of
the Registrant, which form has now been prepared and filed with the SEC.

ITEM 10.  EXECUTIVE COMPENSATION.



<TABLE>
<CAPTION>
                                          Summary Compensation Table

                           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
                          ($)     ($)       ($)             ($)           (#)
($)       ($)
<S>            <C>      <C>      <C>     <C>              <C>         <C>
<C>     <C>
John J. Anton  2001     $48,000    0      $8,472         $  1,000          0
0         0
President/     2000        0       0        0            $462,500          0
0         0
CEO/Director   1999        0       0        0                0             0
0         0
</TABLE>

     None of the other officers and directors of the Registrant
received compensation exceeding $110,000 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
October 1, 2001 (33,375,202 issued and outstanding) (the Registrant
also currently has 666,667 Class A Warrants outstanding, exercisable
at $2.04 per share until December 31, 2002, and 666,667 Class B
Warrants outstanding, currently exercisable at $3.00 per share until
December 31, 2002) 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 (each person has sole voting power and sole dispositive
power as to all of the shares shown as beneficially owned by them):

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

CommonStock     John J. Anton                     4,250,000        12.73%
                1530 Brookhollow Drive, Suite C
                Santa Ana, California 92705

Common Stock    The David Andrew Trust            4,124,924 (2)    12.36%
                3124 Tara Way
                Costa Mesa, California 92626

Common Stock    Tri-Star Diversified Ventures,    4,000,000        11.98%
                L.L.C.,
                1601 East Flamingo Road, Suite 18
                Las Vegas, Nevada 89119

Common Stock    John Moore                        3,037,500         9.10%
                1530 Brookhollow Drive, Suite C
                Santa Ana, California 92705

Common Stock    Pelham Associates                 3,000,000 (3)     8.99%
                3900 Birch Street
                Suite 113
                Newport Beach, California 92660

Common Stock    Icapital Management               2,813,000 (3)     8.43%
                294 South Seneca Street
                Anaheim, California 92805

Common Stock    Martin Bloomenstein                 150,000         0.45%
                1530 Brookhollow Drive, Suite C
                Santa Ana, California 92705

Common Stock    Gary Fox                            150,000         0.45%
                1530 Brookhollow Drive, Suite C
                Santa Ana, California 92705

Common Stock    Shares of all directors and       7,587,500        22.73%
                executive officers as a group (4
                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)  The David Andrew Trust is controlled by the trustee, Richard Nuthmann.

(3)  The shares of each of these corporations is owned by The Michael
Andrew Trust.  The trustee of this trust is Marcine Aniz Uhler.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the last two years, there have not been any transaction
that have occurred between the Registrant and its officers, directors,
and five percent or greater shareholders, except as follows:

Share Exchange Agreement.

     Pursuant to a share exchange agreement dated as of August 15,
1999, among the Registrant,  Tri-Star 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 (a) Tri-Star held 54,000,000 shares of
common stock, which represented approximately 58% of the issued and
outstanding common stock, (b) John J. Anton held 15,000,000 shares of
the common stock, which represented approximately 16% of the issued
and outstanding common stock, and (c) 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.

Consulting Agreement.

     On April 26, 2000, the Registrant entered into a consulting
agreement with Marcine Aniz Uhler (a former 5% or greater shareholder)
wherein she agreed to perform for the Registrant services and
consulting related to structuring and producing radio programs, and
associated publicity items.  Consulting services include, but are not
limited to, providing information, evaluation, and analysis with
regard to the publicity needs of the Registrant, including the
possible production of one or more radio programs concerning the e-
commerce in general and the business of Registrant in particular.
Under the terms of this agreement, Ms. Uhler received, as
consideration for services provided, 1,200,000 shares of common stock
of the Registrant which have been issued under the Registrant's
retainer stock plan for non-employee directors and consultants, which
shares have been registered under a Form S-8 filed and effective with
the U.S. Securities and Exchange Commission on May 2, 2000.

Consulting Services.

     On April 19, 2000, the Registrant issued a total of 3,425,000
shares of its common stock to the directors of the Registrant in
exchange for consulting services previously rendered to the company
(not in their capacity as officers and directors of the Registrant).
These services were rendered prior to and subsequent to the merger
which took place in September 1999.

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.

     The following reports on Form 8-K were filed during the last
quarter of the fiscal year covered by this Form 10-KSB:

     A Form 8-K was filed on June 29, 2001 to disclose that effective
on June 22, 2001 the Registrant entered into an Asset Purchase
Agreement with Tuoc Bui (doing business as Software Design and
Repair), as well as a related Escrow Agreement, Employment Agreement
and a Promissory Note.  Under the terms of this agreement, the
Registrant agreed to pay 4,500,000 restricted common shares of the
Registrant to Mr. Bui.  These shares will be held in escrow and nine
hundred thousand (900,000) will be released every year for five (5)
years.  The Registrant also agreed to a Promissory Note to pay Mr. Bui
$19,000 over a period of three (3) years for specific equipment that
will be transferred from Mr. Bui to the Registrant.

Index to Financial Statements and Schedules                          Page

     Independent Auditors' Report                                       32

     Independent Auditors' Report                                       33

     Consolidated Balance Sheets as
     of June 30, 2001 and June 30, 2000                                 34

     Consolidated Statements of Operations for the year
     ended June 30, 2001 and the year ended June 30, 2000               35

     Consolidated Statements of Stockholders' Equity for the year
     ended June 30, 2001 and the year ended June 30, 2000               36

     Consolidated Statements of Cash Flows for the year
     ended June 30, 2001 and the year ended June 30, 2000               37

     Notes to Consolidated Financial Statements                         38

                                    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: November 23, 2001                           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          November 23, 2001
John J. Anton           Officer/ Director

/s/ John Moore          Vice President, Information         November 23, 2001
John Moore              Systems/ Director

/s/ Gary Fox            Chief Financial Officer             November 23, 2001
Gary Fox                (principal financial and
                        accounting officer)/Director

                             INDEPENDENT AUDITORS' REPORT

Board of Directors
WSN Group, Inc. (formerly known as World Shopping Network, Inc.)

We have audited the accompanying consolidated balance sheet of WSN
Group, Inc. (formerly known as World Shopping Network, Inc.)  (the
"Company") as of June 30, 2001, and the related consolidated statement
of operations, stockholders' equity, and cash flows for the year 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 audit.

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

In our opinion the financial statements referred to above present
fairly, in all material respects, the financial position of the Company
as of June 30, 2001, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted
accounting principles in the United States.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 1 to
the financial statements, the Company has incurred net operating losses
since inception.  The Company is devoting substantially all of its
present efforts in establishing its business.  Management's plans
regarding the matters which raise substantial doubt about the Company's
ability to continue as a going concern are also disclosed in Note 1 to
the financial statements.  The continued existence of the Company is
dependent upon its ability to meet its future financing requirements
and the success of future operations.  These factors raise substantial
doubt about the Company's ability to continue as going concern.  The
accompanying financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


/s/  Clancy and Co., P.L.L.C.
Clancy and Co., P.L.L.C.
Phoenix, Arizona
November 9, 2001

                           INDEPENDENT AUDITOR'S REPORT


Board of Directors
World Shopping Network, Inc. (formerly known as U.S.A. Growth, Inc.)

     We have audited the accompanying consolidated balance sheet of
World Shopping Network, Inc. and subsidiary (formerly known as U.S.A.
Growth, Inc.) (the "Company"), as of June 30, 2000, and the related
consolidated statement of operations, stockholders' equity, and cash
flows for the year 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.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.

     In our opinion the financial statements referred to above present
fairly, in all material respects, the financial position of the Company
as of June 30, 2000, and the results of its operations and its cash
flows for the year ended June 30, 2000, in conformity with generally
accepted accounting principles.

     The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in Note 11
to the financial statements, the Company has been in the development
stage since its inception.  The Company is devoting substantially all
of its present efforts in establishing its business.  Management's
plans regarding the matters which raise doubt about the Company's
ability to continue as a going concern are also disclosed in Note 11 to
the financial statements.  The continued existence of the Company is
dependent upon its ability to meet its future financing requirements,
and the success of future operations.  These factors raise substantial
doubt about the Company's ability to continue as going concern.  The
accompanying financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/  Keyhan Company
Keyhan Company
An accountancy corporation
September 20, 2000
Irvine, California

                               WSN GROUP, INC.
              (Formerly Known as World Shopping Network, Inc.)
                          Consolidated Balance Sheets
                             June 30, 2001 and 2000

                                     ASSETS

                                                       2001        2000

Current Assets
 Cash                                               $       0    $    9,620
 Accounts Receivable, net of allowance
  of $1,000                                            10,726         3,677
 Prepaid Expenses and Other Current Assets              7,354         9,649
Total Current Assets                                   18,080        22,946

Property and Equipment, Net (Note 2)                   41,443        12,062

Other Assets
 Restricted Cash (Note 1)                             477,843       470,564
 Investments - Marketable Equity
  Securities (Note 3)                                  32,000             0
Total Other Assets                                    509,843       470,564

Total Assets                                          569,366       505,572

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Checks Issued in Excess of Cash                        5,476             0
 Accounts Payable and Accrued Expenses                 68,198        61,806
 Accrued Interest Payable (Note 4)                      7,197         4,521
 Accrued Income Taxes (Note 5)                            800             0
 Notes Payable (Note 4)                                45,000       131,000
Total Current Liabilities                             126,671       197,327

Commitments and Contingencies (Note 6)

Stockholders' Equity
Common Stock: $0.001 Par Value; Authorized Shares,
 500,000,000; Issued and Outstanding:  33,175,202 and
18,619,278 at June 30, 2001 and 2000, respectively    33,175         18,619
Additional Paid In Capital                         2,351,845        907,699
Retained Earnings (A Deficit)                     (1,934,325)      (618,073)
Accumulate Other Comprehensive Loss                   (8,000)             0
Total Stockholders' Equity                           442,695        308,245

Total Liabilities and Stockholders' Equity           569,366        505,272

The accompanying notes are an integral part of these financial statements

                                WSN GROUP, INC.
              (Formerly Known As World Shopping Network, Inc.)
                     Consolidated Statements Of Operations
                   For The Years Ended June 30, 2001 and 2000

Year Ended December 31:                                2001          2000

Service and Fee Income                                $   120,416  $  42,280

Selling, General and Administrative Expenses            1,448,494    351,465

Operating Loss                                         (1,328,078)  (309,185)

Other Income (Expense)
 Interest Income                                           26,942     20,195
 Interest Expense                                         (11,649)    (4,521)
Total Other Income (Expense)                               15,293     15,674

Loss Before Income Taxes                               (1,312,785)  (293,511)

Provision (Benefit) For Income Taxes (Note 5)               3,467     (2,190)

Net Loss                                               (1,316,252)  (291,321)

Basic Loss Per Share Of Common Stock                        (0.05)     (0.03)

Weighted Average Number Of Common Shares Outstanding   28,161,126  10,518,177

The accompanying notes are an integral part of these financial statements

                               WSN GROUP, INC.
             (formerly known as World Shopping Network, Inc.)
             Consolidated Statements of Stockholders' Equity
                For the Years Ended June 30, 2001 and 2000

                                       Additional    Retained      Accumuated
                 Common      Stock      Paid In      Earnings         Other
                 Shares     Amount     Capital      (A Deficit) Comprehensive
                                                                      Loss

Balance
July 31, 1999   1,125,000   $ 13,500   $  768,843    $  (326,752) $         0

Common Stock
Issued Prior
to Merger
(Split
Adjusted)       6,662,500    79,950      (79,950)
Common Stock
Issued for
Services        6,045,000     6,045
WSN Share
Exchange 2.5-1
Forward Stock
Split           4,786,778   (80,876)     218,806
Net Loss                -         -            -        (291,321)           -
Balance
June 30, 2000  18,619,278    18,619      907,699        (618,073)           0

Common Stock
Issued for
Services        9,963,000     9,963    1,029,437
Common Stock
Issued for
Cash            4,342,924     4,343      414,959
Common Stock
Issued            250,000       250         (250)
Unrealized
losses on
M.E.S.                                                               (8,000)
Net Loss                -         -            -     (1,316,252)          -
Balance
June 30, 2001  33,175,202    33,175    2,351,845     (1,934,325)     (8,000)

The accompanying notes are an integral part of these financial statements

                                WSN GROUP, INC.
               (formerly known as World Shopping Network, Inc.)
                     Consolidated Statements of Cash Flows
                    For the Years Ended June 30, 2001 and 2000

Year Ended June 30:                                        2001       2000

Cash Flows From Operating Activities
 Net Loss                                             $(1,316,252) $(291,321)
 Adjustments to Reconcile Net Loss
  to Net Cash Used
  In Operating Activities
  Depreciation                                             10,829     22,339
  Common Stock Issued for Services                      1,039,400      6,045
  Other                                                   (40,000)         0
  Unrealized Loss on Marketable Equity Securities           8,000          0
 Changes in Assets and Liabilities
 (Increase) Decrease in Accounts Receivable                (7,049)    12,944
 (Increase) Decrease in Prepaid Expenses and Other
  Current Assets                                            2,295     (9,649)
 Increase (Decrease) in Income Tax Payable                    800          0
 Increase (Decrease) in Accounts Payable and
  Accrued Liabilities                                     (30,858)    41,236
   Total Adjustments                                      983,417     72,915
Net Cash Used In Operating Activities                    (332,835)  (218,406)

Cash Flows From Investing Activities
 Increase in Restricted Investments (Cash)                 (7,279)         0
 Purchase of Property and Equipment                        (8,284)    (9,482)
Net Cash Used In Investing Activities                     (15,563)    (9,482)

Cash Flows From Financing Activities
 Checks Issued in Excess of Cash                            5,476          0
 Proceeds From the Sale of Common Stock                   333,302          0
 Proceeds on Notes Payable                                      0    131,000
Net Cash Provided By Financing Activities                 338,778    131,000

Increase (Decrease) in Cash and Cash Equivalents           (9,620)   (96,888)
Cash and Cash Equivalents, Beginning of Period              9,620    106,508
Cash and Cash Equivalents, End of Period                        0      9,620

Cash paid for:
 Interest                                                       0          0
 Income taxes                                                 950      2,445

Supplemental noncash investing and
financing activities:
 Fixed assets acquired under accounts payable              31,927          0
 Conversion of debt to equity                              86,000          0

The accompanying notes are an integral part of these financial statements

                                 WSN GROUP, INC.
              (formerly known as World Shopping Network, Inc.)
                Notes to the Consolidated Financial Statements
                            June 30, 2001 and 2000

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING  POLICIES

Organization and Nature of Operations

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") with an adopted year-end of July 31.  The Company's primary
business includes Internet website development, hosting, maintenance,
linking, and access.

In September 1999, USAG completed a merger agreement with World
Shopping Network, Inc. ("WSN"), merging such entities which would
operate as WSN.  The merger was tax free under Internal Revenue Code
 361.  WSN was incorporated on October 2, 1996 in the state of Wyoming
with an adopted year-end of June 30.  The merger agreement provided
for WSN to be merged with and into USAG, which was the surviving
corporation.  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.  Accordingly, the merger was reported as a reorganization of
WSN, which was considered the acquirer for accounting purposes.

The merger also resulted in the following stock splits: (a) of the
total 93,450,000 issued and outstanding shares of the registrant prior
to the merger, they were subject to a reverse split of 12 to 1,
resulting in issued and outstanding shares of 7,787,500; and (b) of
the total 4,556,162 issued and outstanding shares of WSN prior to the
merger, they were first subject to a reduction of 2,665,000 due to a
Share Exchange Agreement, resulting in a total of 1,891,162, which was
then subject to a forward split of 2.5 to 1, resulting in issued and
outstanding shares of 4,727,905.  The issued and outstanding shares of
common stock after the merger was 12,515,405.

There are certain restrictions on the sale or other transfer of the
Company's common stock issued under the merger.  Such stock, generally
referred to as "Rule 144 stock", was not registered under the
Securities Act of 1933, as amended (the "Act"), in reliance upon an
exemption from its requirements.  Each exchanging shareholder agreed to
(1) acquire such stock for his/her own account and (2) hold the stock
for investment purposes only.  In addition, the stock certificates are
required to contain a legend (a) documenting these restrictions and (b)
requiring a legal opinion that any proposed sale is exempt from
registration under the Act.

On July 2, 1999, the Company declared a 12 to 1 reverse stock split at
which time the Company's issued and outstanding shares amounted to
13,500,000.  As a result of the reverse split, the Company's issued and
outstanding shares of common stock as of July 31, 1999 were 1,125,000.

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.

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.  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.  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.
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 was in the development stage in prior years.

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, Growth Net Inc. ("GNI"), a Nevada 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.
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.

Restricted Cash - Restricted cash includes approximately $470,000 held
in a Dreyfus money market fund, which invests exclusively in a
diversified portfolio of short-term marketable securities (which are
direct obligations of the U.S. Government) and is not insured by FDIC.
The fair market value of such fund approximates the related carrying
value.  Restricted cash is classified as a noncurrent asset because
the funds are restricted from withdrawal for current operations.

Concentration of Credit Risk - Cash balances are maintained at several
banks.  Accounts at each institution are insured by the FDIC up to
$100,000.

Marketable Equity Securities - Marketable equity securities consist of
Rule 144 restricted common stock and are stated at market value as
determined by the most recently traded price at the balance sheet
date.  All marketable equity securities in these financial statements
are defined as available-for-sale securities under the provisions of
Statement of Financial Accounting Standards No. ("SFAS") 115,
"Accounting for Certain Investments in Debt and Equity Securities."
Investments available for current operations are classified in the
consolidated balance sheet as current assets; investments  held for
long-term purposes are classified as noncurrent assets.  Unrealized
gains or losses, net of the related income tax effect, are excluded
from earnings and are reported as a separate component of
stockholders' equity in comprehensive income (loss), net of taxes,
until realized.  Realized gains and losses are included in earnings in
the period they arise.

Inventories - Inventories are stated at the lower of cost or estimated
market, using the first in-first out method.

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 seven years.

Revenue Recognition - Revenues from sales to distributors and resellers
are recognized when related products are shipped.

Allowance for Doubtful Accounts and Return Allowances - Accounts
receivable are shown net of allowances for doubtful accounts and
returns which are estimated as a percent of accounts receivable based
on prior year's experience.

Advertising Costs - Advertising costs are expensed as incurred.  Total
advertising costs for the years ended June 30, 2001 and 2000 were
$4,246 and $5,020, respectively.

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.

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) applicable to common stockholders 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 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 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.  For the year ended June 30,
2001, other comprehensive income (loss) includes $8,000 of unrealized
losses on marketable equity securities.

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, loans from
shareholders, marketable equity securities, the carrying amounts
approximate fair value due to their short maturities.

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

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

SFAS No. 141, "Business Combinations."  SFAS No. 141 requires that all
business combinations be accounted for under the purchase method of
accounting. SFAS No. 141 also changes the criteria for the separate
recognition of intangible assets acquired in a business combination.
SFAS No. 141 is effective for all business combinations initiated
after June 30, 2001.

SFAS No. 142, "Goodwill and Other Intangible Assets."  SFAS No. 142
addresses accounting and reporting for intangible assets acquired,
except for those acquired in a business combination. SFAS No. 142
presumes that goodwill and certain intangible assets have indefinite
useful lives. Accordingly, goodwill and certain intangibles will not
be amortized but rather will be tested at least annually for
impairment. SFAS No. 142 also addresses accounting and reporting for
goodwill and other intangible assets subsequent to their acquisition.
SFAS No. 142 is effective for fiscal years beginning after December
15, 2001.

SFAS No. 143, "Accounting for Asset Retirement Obligations."  SFAS No.
143 addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for
financial statements issued for fiscal years beginning after June 15, 2002.

FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets."  This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets.
SFAS No. 144 is effective for financial statements issued for fiscal
years beginning after December 15, 2001, and interim periods within
those fiscal years.

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 - PROPERTY AND EQUIPMENT

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

                                         2001          2000

Computer equipment                    $  116,594      $  76,383
Office equipment                           7,373          7,373
Furniture and fixtures                     1,453          1,453
Total                                    125,420         85,209
Less accumulated depreciation             83,977         73,147

Net book value                        $    41,443     $  12,062

Depreciation expense charged to operations for the fiscal years ended
June 30, 2001 and 2000 was $10,829 and $22,340, respectively.

NOTE 3 - MARKETABLE EQUITY SECURITIES

Marketable equity securities represent 800,000 shares of restricted
common stock of World-Am Communications, Inc. which trades on the
OTCBB.  The shares were obtained for services rendered 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.

NOTE 4 - NOTES PAYABLE AND RELATED PARTIES

Notes payable at June 30, 2001 and 2000 of $45,000 represents financing
obtained from a major shareholder (Tri Diversified, LLC) to assist in
the day to day operations.  The terms of these loans call for 10%
annual interest rate, with full principal and interest payable on
November 1, 2000.  Accrued interest at June 30, 2001 and 2000 was
$7,197 and $2,697, respectively.  See Note 6.

Also included in notes payable at June 30, 2000 is $86,000 representing
additional funds borrowed from two other related sources.  These notes
bear annual interest rate of 10% and were paid in full during 2001.
Accrued interest at June 30, 2000 was $1,824.

NOTE 5 - INCOME TAXES

There is no current or deferred tax expense for the fiscal years June
30, 2001 and 2000 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, 2001 and 2000 is approximately
$600,000 and $139,000, respectively, with a full valuation allowance
recorded against the benefit.  The valuation account increased by
$390,000 and $71,000 for the fiscal years ended June 30, 2001 and
2000, respectively.

A reconciliation of provision (benefit) for income taxes is as follows
at June 30:

                                       2001             2000
Current
  Federal                              $  1,477         $          0
  State                                     800                    0
Deferred
  Federal                                 1,190               (2,190)
Provision (Benefit) for Income Taxes   $  3,467         $     (2,190)

Accrued income taxes at June 30, 2001, represents a minimum
corporation franchise tax.  The Company's federal and state net
operating loss ("NOL") and capital loss carryforwards for income tax
purposes were approximately $1,600,000 and $250,000, respectively,
which are available to offset future taxable income.  If not utilized,
the federal net operating loss carryforwards will begin to expire in
2008, and the state net operating loss carryforwards will begin to
expire in 2010.  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 6 - COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain property, equipment and a vehicle under
various operating leases that expire through April 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, 2001:  (2002:
$29,057; 2003: $8,743; 2004: $8,472; 2005: $7,060).

Rent expense charged to operations for the fiscal years ended June 30,
2001 and 2000 was $34,639 and $33,279, respectively.

Lawsuit

Subsequent to year end, the Company filed a lawsuit against Tri Star
(WSN Group v. Tristar Diversified, et al) to cancel 4,500,000 common
shares of WSN Group, Inc. and for breach of contract.  A cross
complaint was filed by Tri Star and the Company is currently contesting
the case vigorously.  No trial date has been set.  Based upon the
opinion of the Company's counsel, the likelihood is favorable as to
success for the Company.  Potential gain is the cancellation of
4,500,000 shares of common stock; potential loss is the Company having
to repay the loans outstanding to Tri Star of $45,000 plus accrued
interest.  The financial statements reflect the 4,500,000 shares
outstanding and the full amount of the loans plus accrued interest.

NOTE 7 - COMMON STOCK AND WARRANTS

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

                                                  Shares      Amount
SB-2 Offering for Cash (A)                      4,592,924    $444,302
SB-2 Offering for Services (B)                  9,243,000    $997,200
S-8 Registration Statement (C)                    620,000    $ 37,200
Restricted Stock (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 - Total shares issued under the offering for cash were
4,592,924 shares pursuant to two common stock purchase agreements 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 have been 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 - Total shares issued under the offering for consulting
services to the Company were 9,243,000 shares.  The shares were valued
at the fair market value of the common stock on the date of issuance.
Total noncash consulting services rendered were $997,200.

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 May 25, 2001,
to register the Company's Retainer Stock Plan For Non-Employee
Directors and Consultants ("PLAN").   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 fiscal year ended June 30, 2001, a total of 620,000 shares
were issued pursuant to various consulting agreements.  The shares
were valued at the fair market value on the date of issuance.

(D)  During March 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.

NOTE 8 - RELATED PARTY TRANSACTIONS

Common Stock Issued.

On August 10, 2000, the Company issued 2,000,000 shares of common
stock to two officers for past services performed.  On March 15, 2001,
the Company issued 100,000 shares of restricted common stock as
compensation for annual directors services.  On October 6, 2000 and
December 18, 2000, the Company issued 150,000 shares of common stock
to an officer as compensation for consulting services provided to the
Company.   All of the shares were issued at the fair market value of
the common stock on the date of issuance.

On May 16, 2001 the Company entered into a Consulting Services
Agreement with an officer to provide certain consulting services
related to the financial affairs of the Company for a total of 400,000
shares of S-8 free trading common stock of the Company, payable at the
rate of 100,000 shares of common stock for each calendar quarter in
advance on the first day of each quarter.  As of June 30, 2001,
100,000 have been issued pursuant to the agreement.  The shares have
been issued pursuant to the Company's "Retainer Stock Plan for Non-
Employee Directors and Consultants"which were registered under a Form
S-8 filed and effective with the Securities and Exchange Commission on
May 2, 2000.  The shares are valued at the fair market value on the
date of issuance.

On April 19, 2000, the Company issued 3,425,000 shares of common stock
with a value of $6,045 to three officers as compensation for past
services rendered.

Warrants.

The Company has 666,667 units outstanding as of June 30, 2001, 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.  The Company has the right to
redeem the unexercised warrants on thirty days written notice for
$0.001 per warrant.

NOTE 9 - INTERIM INFORMATION

During the Company's prior three fiscal quarters ending June 30, 2001,
the Company issued common stock for services rendered at $0.001 par
value per share.  In accordance with SFAS No. 123, shares issued for
services rendered should be accounted for based on the fair market
value of the common stock at the date of issuance.  Accordingly, the
prior quarterly three month periods should have reported the following
net losses and related loss per share amounts, respectively, as
follows:  September 30-$825,472 and $0.04;  December 31-$304,008 and
$0.01; and March 31-$60,683 and no effect on previously reported loss
per share.

NOTE 10 - SUBSEQUENT EVENTS

On June 22, 2001, the Company entered into an Asset Purchase Agreement
with Tuoc Bui dba System Design and Repair ("SDR") as well as a
related Escrow Agreement, Employee Agreement and a Promissory Note.
The Company acquired the assets of SDR without incurring any of the
liabilities.  SDR is in the business of providing network and internet
solutions for both hardware and software, as well as providing
consulting, integration, documentation and management framework to the
end user.  The employee agreement is for a period of five years at a
rate of $90,000 per year.

The Company agreed to pay 4,500,000 shares of restricted common stock,
which will be held in escrow and 900,000 will be released every year
for five years.  The Company also agreed to a promissory note for
$19,000 payable over a three-year period for the assets of SDR.  For
financial accounting purposes, the effective date of the Asset
Purchase Agreement is July 2, 2001.

                                   EXHIBIT INDEX

Number                          Exhibit 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 (see below).

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).

3.1    Articles of Incorporation, dated January 29, 2001 (see below).

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 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).

10.1   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).

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

21     Subsidiaries of the Registrant (incorporated by reference to
       Exhibit 21 to the Form 10-KSB/A filed on February 25, 2000).