<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10KSB

[X]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE SECURITIES
             EXCHANGE  ACT  OF  1934
        For  the  fiscal  year  ended  July  31,  2002
                                            -------

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  transition  period  from  _________  to  ____________

        Commission  File  No.  333-70156
                       ---------

                  WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, LTD.
                  ---------------------------------------------
             (Exact name of Registrant as specified in its charter)


          NEVADA                                  98-0228169
-------------------------------                   ----------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification Number)

#314-837 West Hastings Street
Vancouver, B.C.                                   V6C 1B6
---------------------------------------           --------
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:   (604) 633-1490
                                                      ---------------

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

Securities registered pursuant to Section 12 (g) of the Act:
100,000,000  common  shares  par  value  $0.001  per  share

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

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  ]

Revenues  for  the  fiscal  year  ending  July  31,  2002  were  $  0.00.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to the last reported sale price of such stock as of July 31, 2002
is  $  1,252,000.

The  number  of  shares  of the issuer's Common Stock outstanding as of July 31,
2002  is  15,008,000.

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


                                       1


<PAGE>

                                    PART I

Item  1.  Description  of  Business

Overview

Wrestle-plex  was founded by Pete Smith, and incorporated as Wrestle-plex Sports
Entertainment  Group,  Ltd.  Our  intent  is  to  become  a sports entertainment
provider,  specifically  in  the  area  of  professional wrestling. We intend to
generate  revenues  through  three  major  streams:

     (1)  Training  individuals  in the sports entertainment art of professional
wrestling.
     (2)  The production of professional wrestling exhibitions in North America.
     (3)  Developing a superior, member oriented professional wrestling web site
called  Allstarwrestling.com.

On  June  24,  2000,  we  purchased from Mr. Pete Smith a professional wrestling
ring,  a  sound  system,  the  Internet  URL address "allstarwrestling.com", the
Internet  URL address "wrestle-plex.com", a "wrestle-plex" logo and an "All Star
Wrestling"  logo in exchange for 10,000,000 shares of our common stock.  We will
maintain  responsibility  for  the  allstarwrestling.com web site, and will hold
proprietary  rights  for  all  logos  and  trademarks.

Industry  Background

The basic marketing and revenue concept for live professional wrestling is quite
simple.  A  suitable venue is located, a professional wrestling show is promoted
through  various  advertising  means,  and  gate revenues from ticket sales will
hopefully  more  than  offset the cost of wrestlers, marketing, general business
costs  and  the  production  staging.  While  the  increasing  popularity of the
industry  has  grossly  expanded  this  scenario  to  include  issues related to
television,  merchandising,  telephone  hot  lines,  and the Internet, the basic
concept  has  remained  much  the  same.

To  date, professional wrestling promotions appear on a very small or very large
scale.  There  exists  a  series  of very small and disorganized groups that run
wrestling schools and professional wrestling exhibitions within small regions or
"territories"  throughout  North America.  Small-scale wrestling promotions have
traditionally  made  money  through  gate  receipts  from  live performances and
revenues  from  training  individuals  in  the  sport  entertainment  art  of
professional  wrestling.  Smaller-scale  promotions  (often  referred  to  as
independents) are generally territorial, in that they promote their product in a
specific region of the US or Canada.  Independent promotions generally run shows
from  venues  that  can  hold  from 200-1000 people, and shows are not typically
televised.  By  in large, independent promotions are run on an ad hoc basis, and
organizers  have  full-time  occupations  outside  the  business of professional
wrestling.  Independent  promotions  generally  run  shows  and  professional
wrestling  schools  on  a  very  low  budget.


                                       2

<PAGE>


The  large  scale  promotions  are  sponsored  by  Vincent  McMahon's  Worldwide
Wrestling  Federation (the "WWF"), We have no business affiliation with the WWF.
The  smaller  promoters,  although  lacking in organization, sophistication, and
industry  experience  can  be  successful.  There  is  room  in  the  market for
professional  wrestling exhibitions and training centers in both large and small
markets  from  coast to coast.The popularity of the wrestling industry generally
is aptly demonstrated by television ratings and merchandise sales experienced by
the  WWF.

Revenue  streams  traditionally  associated  with  the  professional  wrestling
industry include gate revenues from live performances, merchandising, television
revenues,  and  per-minute  charges  from  professional  wrestling  telephone
entertainment  hotlines.   Nevertheless,  while  the live professional wrestling
market has been expanding dramatically over the last few decades, there has been
no  similar trend for professional wrestler training schools.  To date, existing
professional  training  centers  are independently owned, small-scale operations
with  minimal  market  budgets  and  limited  operating  history.

There  are  currently  several  Internet  web  sites  dedicated  to professional
wrestling,  including wwf.com, wcw.com, wrestlinglivewire.com and wrestling.com.
We  are  not  affiliated with these sites and will not advertise on these sites.
These  web  sites  typically  serve  as news sources and provide information and
advertising  for  events promoted by the owners of the web sites.  Also, the web
sites  serve  as  merchandising  platforms  for  professional  wrestling related
products  and  paraphernalia.  We  are  not  aware of any professional wrestling
Internet  web  sites  that  features  pay-per-view  video  streaming  or similar
membership  related  privileges.

Description  of  the  Product

As  described  earlier,  we  intend  to  generate  revenues  through three major
streams:

     (1)  Training  individuals  in the sports entertainment art of professional
          wrestling.
     (2)  The  production  of  professional  wrestling exhibitions in cities and
          towns  throughout  North  America.
     (3)  Developing a superior, member oriented professional wrestling web site
          called  Allstarwrestling.com.

We  intend  to initially have training facilities located within existing boxing
gyms.  We will seek arrangements whereby a percentage of gross revenue from each
new  incoming  student  will  go  to  the  gym owners in exchange for use of the
facility  and  space  to  set  up  our  professional  wrestling  rings.

We  will  promote  live  wrestling  events  at  small  and  medium  sized venues
throughout North America, beginning in British Columbia, Washington, and Nevada,
and  expanding


                                       3

<PAGE>

to  other  locations.  It  is expected that each new location will host up to 12
professional  wrestling  shows  each  year  while  maintaining  optimal consumer
interest.

We  will  sell  All  Star  Wrestling  logo  paraphernalia and merchandise on our
Internet  web  site.  We  intend  to  enter  into  an  agreement with an on-line
merchandise  sale  service  to  provide  technical  support  for  our  web site.
Companies  of  this  sort  provide  the technology required to offer and process
sales  through  the  Internet.  These  services  will cost approximately $40 per
month per site or $80 per month total for our two sites.  Our web site will also
provide  access, on a pay-per-view or membership basis, to live events that will
be  digitally recorded and made available post event.  The cost to the public of
a  pay-per-view  event will be between $10 and $20 depending upon the quality of
the  event.  For a membership fee of $30 per month, a member will have access to
all  events  made  available through our web site.  We expect to begin enrolling
members  in January, 2003.  Until that time, access to our websites will be free
in  an  attempt to attract traffic to our sites.  These costs cannot be compared
to  the  costs  of  other  providers because at the present time, no provider is
offering  website  downloading  of  live  or  recorded  wrestling  events.

The  downloading  of  live  wrestling footage for money is an unexplored market.
The  industry's  largest,  and  only  large competitor, the WWF, has an enormous
market  in the sale of videos and the licensing and sale of pay-per-view events.
Thus,  they,  and their fans, would have little interest in a downloading market
strategy.  On  the other hand, the independent wrestling industry is very rarely
televised,  and  taped events are largely unavailable for purchase.  Those taped
events  that  can  be purchased are only available through mail order.  Thus, we
believe a significant market opportunity exists in offering downloadable footage
from  an  independent  wrestling product.  From the perspective of the fan, that
footage  would  be  completely  unavailable in stores, and would offer a product
unlike  that which is available through the mainstream marketplace including WWF
tapes  and  pay-per-view  events.

Strategy

Our business plan is to bring each of its three main revenue streams to  markets
across North America.  However, we can not plan to enter into direct competition
with  the  larger  Worldwide  Wrestling  Federation  where  it  can  be avoided.

To  date,  the  WWF  does not appear to have seriously pursued revenues from the
sale  of  professional wrestler training tuition fees.  Therefore, as a training
institute,  Wrestle-plex  will  initially have little or no competition from the
big  promotion.

Our  activities will include the promotion of live events in smaller cities that
larger  promoters  typically  do not visit.  To us a smaller city is any city in
which  the larger promoters do not offer productions.  However, a city must have
a  population  of  at  least  50,000  people for us to have a financially viable
promotion.  We may also promote smaller, more affordable events in larger cities
that  larger  promoters,  like  the  WWF,  do  visit.  In  these  larger cities,
Wrestle-plex  will  attempt  to  provide high quality smaller


                                       4

<PAGE>

shows,  effectively  offering  customers  a smaller and more intimate version of
what  they  might  expect  from  one  of  the  larger  shows.

The template for our Allstarwrestling.com web site has been developed but is not
operational.  It  will  offer all of the features found on web sites produced by
the  larger  promoters but, in addition, will provide extensive coverage of news
and  developments  from  independent  wrestling  promotions  around  the  world.
Something  we  will  also  provide that is not currently provided by websites of
larger  promoters  is  customer  access  to  live  performances and downloads of
selected older performances.  Our website will describe the performances offered
and  a  description  of the talent that will participate in the performances.  A
subsection  of  these  services will likely be offered only to official web-site
members,  who  will  pay  a  $30  monthly  fee.


Product  Development

We  believe  that  a  moderate  level  of  investment  in product development is
necessary  in  order  to gain its projected market position.  Total expenses for
development  of  new  products  such  as  character  logos,  T-shirts,  posters,
programs,  etc,  is  expected to be approximately $10,000 up until our projected
launch  date  in 2002.  This expense would almost entirely go to paying logo and
printing  design  professionals  to develop paraphernalia representing our brand
and  our performers.    We have logos for Wrestle-plex representing the training
facilities  and  All  Star Wrestling representing the live event promotions.  We
have  developed logos used on current posters and autograph cards for several of
our  projected  top professional wrestling personalities.  These logos will also
be  used  in  developing T-shirts, future posters and other salable merchandise.
Once  operations  (live  performances)  commence, merchandise sale revenues, and
additional  financing,  will  cover expenses for future merchandise development.

We  have used, and will continue to use, Printfastic Printers, a printer located
in  Surrey, British Columbia, for development of all its print products, such as
posters,  advertising  banners, programs and autograph cards.  We have used, and
will  continue  to  use Hub-capz, a T-shirt designer and manufacturer located in
Burnaby,  British Columbia for production of all our clothing paraphernalia.  To
date,  we  have  printed a few hundred posters, autograph cards and Wrestle-plex
T-shirts  on  a test-masrket basis.  This merchandise has all been given away in
order  to  help  promote  the  Wrestle-plex  and  All  Star  Wrestling  names.

Lisca.com,  based  in  Japan and operating from a satellite office in Vancouver,
British Columbia, has developed the allstarwrestling.com web site thus far.  The
cost  for  this  service  has,  to  date,  been  approximately  $5,000.  Other
independent  designers  have been largely responsible for the development of the
existing  wrestle-plex.com web site.  The cumulative cost for this has, to date,
been  approximately $2,500.  Ongoing maintenance for our currently operating web
sites  will  be  done  on  a volunteer basis until additional financing has been
obtained.  To  date,  the  site will be professionally developed specifically so
that  our  future technical officers can easily maintain it on an ongoing basis.


                                       5

<PAGE>


Intellectual  Property

We  regard  our  patents, trademarks, copyrighted material, proprietary know-how
and  similar  intellectual  property  as material to maintaining our competitive
position.  We  intend  to  take  whatever  steps  are  necessary  to protect our
intellectual  property when our logos, characters and general paraphernalia gain
popularity  and  revenues grow.  We will attempt to protect our property through
legal  registration  or  other  appropriate  action  in  order  to forestall any
infringement.  To  date,  it  has  not  been financially feasible for us to take
action  in  protecting  any  of  our  trademarks,  logos, or unique intellectual
products.  There  can  be  no  assurance  that  we  will  be able to protect our
proprietary  intellectual property against infringement by third parties.  There
can  be no assurance that others will not take legal action before us to protect
their  property  acquired  or  independently  develop  that  is  similar  to our
intellectual  property  and  thereby  possibly preventing our registration of or
proprietary  right  in  our  property.

We  plan  to  enter  into confidentiality agreements with each of our employees.
These  agreements  will  provide  that  all  innovations,  ideas,  discoveries,
improvements  and  copyrightable  material  made  or conceived by the individual
during  the employees employment or consulting relationship and all confidential
information  developed  or  made  known  to  the employee during the term of the
relationship  will  be  deemed  our  property.

Competition

We believe that we will offer a product that differs from that offered by larger
market  wrestling promoters.  We plan to focus on small market cities and venues
that  the  larger  promoters ignore.  Nevertheless, we anticipate competing with
the  WWF  in  some  aspects of our business including but not limited to: market
share,  viewership,  Internet  traffic  and  product  sales.  Additionally,  we
anticipate  indirect competition from the music, entertainment, and professional
and  college sports industries in general.  This competition could result in our
being unable to gain any significant market share, venues, distribution channels
or performers and fewer entertainment and advertising dollars spent on our brand
of  entertainment,  any  of  which  could  have a material adverse effect on our
operating  results,  financial  condition,  and/or  prospects.

The entertainment market is highly competitive and we may not be able to compete
effectively  against competitors with greater financial resources or competitors
that  have a stronger market presence.  Our main competitive advantage will come
from  the level of intimacy we will be able to offer professional wrestling fans
in  larger  markets,  and  from  our  ability  to visit  smaller markets largely
ignored  by  larger  and  more  established  promoters.  We  believe  we have an
advantage  in  the  student  training  area  of  our business because the larger
companies  have  not focused on this area of the wrestling business.  We believe
we will be the first to offer down loading of wrestling events via the Internet.
With  regard  to  product sales such as T-shirts and posters, we do not perceive
ourselves  as


                                       6

<PAGE>

having  any  particular  advantage and will have to complete directly with other
providers  of  these  products.

We  plan  to  initiate  activities  in  the  Pacific Northwest.  There are three
notable  independent  promotions  that  current  operate  in that same area.  In
Vancouver, BC, the Extreme Canadian Championship Wrestling (ECCW) group operates
very  small-scale  performances  year round in and around the Vancouver area and
maintains  a  small  training  facility  in the city of Langely (BC).  It has an
internet  web-site  at  www.eccw.com.  Through  its  web-site, the ECCW offers a
                        ------------
variety  of  wrestling  products  for  sale, but no on-line merchandizing.  Live
shows  draw  an  estimated 50-200 fans per show.  Even as independent promotions
go,  ECCW  is  considered  very  low  budget.

In  Tacoma,  WA,  a  group  called  International  Championship  Wrestling (ICW)
operates  a  monthly  live  show  and  a professional wrestling school.  It also
maintains  an  Internet  web-site  at  www.icw.com.  Its  monthly  show draws an
                                       -----------
average  fan  base of 300-500 people.  The promotion has generally stayed within
the  Tacoma  area,  and  has  maintained  its  current venue without significant
expansion  for  at  least  the  last  two  years.

In  Portland,  Oregon,  the Portland Wrestling group has held a handful of shows
(2-5) over the last year.  It also maintains a wrestling school, and an Internet
web-site  at  www.portlandwrestling.com.  It  has  become relatively inactive in
              -------------------------
recent  times,  and  may  discontinue  operations  altogether.

We  have  excellent relations with the latter two promotions, and we have talked
with  these  two groups about an exchange of talent and the co-promotion of live
events  though  these  discussions  have  not  been  formalized.  If  we  do not
associate  with  them, there is no guarantee we will be able to compete with one
or  all  of  these  companies.

Employees

We  have  no  employees,  other  than  our  officers,  as  of  the  date of this
prospectus.  It  is important to the success of our business that we always have
at  least  one  executive officer who has a background in professional wrestling
and  understands  the  industry  and  how  to  promote  entertaining  wrestling
competitions.  At  the  present  time,  our  president,  Mr.  Chiesa,  has those
qualifications.

As  of October 29, 2002, the Company had no full-time employees.  Employees will
be hired only as required and only for the duration of a particular promotion of
a  live  event.  Temporary employees include persons performing in and producing
live  events, and as instructors in professional wrestler training schools where
the  number  of  students  enrolled  allows for the hiring of a paid instructor.
Wrestlers,  referees and announcers are paid between 50 and 100 dollars for each
live event in which they participate.  Production crews and event security staff
are  normally  given  free  tickets to future live performances and allowed free
admission into the show they produce.  We project that Wrestle-plex professional
wrestling  instructors  will  receive  $1000  for  each course they teach.  This


                                       7

<PAGE>

system  of  compensation  has proven feasible and we currently have an excellent
relationship  with  all  of  our  managers,  instructors  and  wrestlers

At this time, we do not pay any compensation to our officers or directors solely
for  serving  as  directors  on  our  board  of  directors.

Insurance

At  the  present  time  we  do not carry any insurance coverage for our business
operations.  Given  the nature of professional wrestling, our performers will be
subject  to  injury.  However,  for  the  foreseeable future, we will not insure
against this risk.  Performers will sign waivers that they will not place claims
against  Wrestle-plex  in  the event of injury.  These waivers may or may not be
effective.

Our  industry  also has the need for insurance to insure the safety of those who
attend our performances against accident.  We will not have this event insurance
for  our  initial performances but plan on acquiring this coverage in the future
if  the  coverage  is  available  to  us  at  a  cost  we  can  afford.

Research  and  Development  Expenditures

     We  have  not  incurred  any research or development expenditures since our
incorporation.

Item  2.  Description  of  Property

We  do  not lease or own any real property.  We maintain our corporate office at
#314-837  W. Hastings Street, Vancouver, B.C.  V6C 1B6.  This office space is an
office  sharing  arrangement  being provided as an accommodation to us by one of
our  shareholders  where we can receive mail and perform other minimal corporate
functions.  This arrangement provides us with the office space necessary to take
care of necessary paper work and telephone, fax and mailing facilities.  When we
commence  regular  business  operations  in  the  early part of 2002, it will be
necessary  for  us  to  seek  appropriate  individual  office space.  Management
believes  suitable  office  space will be available when it is needed.  Suitable
office  space will include 600 square feet of space with necessary telephone and
Internet  hook-ups.

Item  3.  Legal  Proceedings

Wrestle-plex  is  not  a  party  to  any  legal  proceedings.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

There were no matters submitted to a vote of the share holders during the fiscal
year  ended  July  31,  2002.


                                       8

<PAGE>

                                     Part II

Item  5.  Market for Registrant's Common Equity and Related Stockholders Matters

No  Public  Market  for  Common  Stock

There  is presently no public market for our common stock. Our common shares are
listed  on  the  OTC  Bulletin Board under the symbol WPLX but to date no trades
have  taken place of which we are aware.  A quote of $0.125 has been posted.  We
can  provide  investors  with no assurance that our shares will be traded on the
bulletin  board  or,  if  traded,  that  a  public  market  will  materialize.

Options  and  Warrants

There are no outstanding options or warrants for the purchase of shares of
Common Stock.

Holders  of  Our  Common  Stock

As  of  the  date  of  this  registration  statement,  we  have  25  registered
shareholders.

Registration  Rights

We  have  not  granted registration rights to the selling shareholders or to any
other  persons.

Dividends

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
restrict  us from declaring dividends.  The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

     (1)  we  would not be able to pay our debts as they become due in the usual
          course  of  business;  or

     (2)  our  total assets would be less than the sum of our total liabilities,
          plus  the uld be needed to satisfy the rights of shareholders who have
          preferential  rights  superior  to  those  receiving the distribution.

We  have not declared any dividends.  We do not plan to declare any dividends in
the  foreseeable  future.

Rule  144  Shares

All  shares of our common stock are currently available for resale to the public
in  accordance  with  the volume and trading limitations of Rule 144 of the Act.
In general, under Rule 144 as currently in effect, a person who has beneficially
owned  shares  of  a


                                       9

<PAGE>

company's  common  stock  for  at  least one year is entitled to sell within any
three  month  period  a  number  of  shares that does not exceed the greater of:

     (1)  1%  of  the  number  of  shares  of  the  company's  common stock then
          outstanding,  which equals approximately 150,000 shares in our company
          as  of  the  date  of  this  prospectus;  or

     (2)  the average weekly trading volume of the company's common stock during
          the  four  calendar weeks preceding the filing of a notice on form 144
          with  respect  to  the  sale.

Sales  under  Rule  144 are also subject to manner of sale provisions and notice
requirements  and  to  the  availability of current public information about the
company.

Under  Rule  144(k),  a person who is not one of the company's affiliates at any
time  during  the  three months preceding a sale, and who has beneficially owned
the  shares proposed to be sold for at least 2 years, is entitled to sell shares
without complying with the manner of sale, public information, volume limitation
or  notice  provisions  of  Rule  144.

As of the date of this filing, the majority shareholder of the Company who is an
affiliate  of  the  Company  holds  10,000,000  of  the  shares that may be sold
pursuant  to  Rule  144.

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

Plan  of  Operations:
---------------------

Plan of Operations for the Next 12 Months

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

During  the  next  twelve months we expect to commence our training program.  We
will  charge  $2,500 per student, some of which will be paid to the gym location
in which the training will take place.  We will provide the wrestling ring which
we  already  own  to  the  training  location.  Thus we will be able to commence
operations  without  any  up  front  financial  investment  on  the  part  of
Wrestle-plex.

We  hope  to  make  arrangements  where  we  will  be allowed access to training
facilities  three  times  each  week, during which time training will occur.  In
exchange, the facility in question will be allowed to use the wrestling ring for
its  own  purposes.  We expect to absorb all costs associated with the upkeep of
the  wrestling  ring.  This  cost  is  expected to be approximately $100-200 per
month.  If  we  are  unable  to  make  the desired arrangements with established
training facilities, we will not be able to commence the training portion of our
business  operations  until  we can establish our own training facilities.  This
would  require  more  upfront  money to establish each facility.  It is possible
that the cost of establishing our own training facilities could not be justified
by potential revenues from student tuition.  In this event, we would abandon the
wrestling  training  portion  of  our business plan if we fail to make necessary
arrangements  with  established  facilities.



                                       10

<PAGE>

Initially,  training will be conducted by our president Fabio Chiesa, at no cost
to  Wrestle-plex.  It  is  expected that we will initiate a stock option plan in
the next year, from which Mr. Chiesa will receive due consideration for his time
spent  training  Wrestle-plex  students.  Marketing for the wrestling school, at
first, will
occur  through  pinpoint  leaflet  advertising,  promotion  of  live events, and
general  word  of  mouth.  Leaflet  advertising  will  be done outside of larger
wrestling  events  (WWF  events  that  come  to  Vancouver,  Seattle, Tacoma and
Portland)  and  outside  of  buildings  that  host  significant WWF pay-per-view
events.  Our  live events will feature an area dedicated to the promotion of our
training school.  Finally, word of mouth is a powerful advertising technique for
any  independent promotion wrestling school.  Many of the customers seeking this
product  do  significant  research  in  advance,  both in finding the school and
researching  its  quality.

The initial version of an Allstarwrestling.com web site has been developed, with
more advanced versions to follow as financing permits.  The initial version of a
wrestle-plex.com  web  site  has  also  been  developed, again with more advance
versions to follow as financing permits.  The cost was approximately $2,500.  We
have  made  arrangements  with a Mr. Shawn Price to further develop and maintain
our  websites  at  no  cost  to  Wrestle-plex.  Mr.  Price is willing to do this
because  he  is  personally  developing  a  website  development  company and he
believes our sites will give him the exposure he needs to establish himself as a
professional in the website development industry. Until 2003, web-site access by
users  to  all  areas  of  the web site will be free.  Our web site will produce
revenues  when  it  is  adequately  developed  to  support  selective access and
commerce  on the Internet.  Our website presently has the capacity to downstream
recorded events.  However, we need to develop the All Star Wrestling performance
product  to  a level where customers will pay to view it.  This development will
take  at  least  a  year.

As soon as our websites are sufficiently developed, taped wrestling performances
will  be  offered through both web-sites, on either a membership or pay-per-view
basis.  We  plan  to  have  our  performances  taped, and to offer them in full,
match-by-match,  and highlight form via our websites.  Live performances will be
broadcast  as  technology  and budget allows, but we have no plans to offer this
product  for  the  immediate  future.

Funds  received from our private offerings have provided us with enough funds to
execute  the  initial  stages  of  our  business plan which includes the initial
development  of  our  two  primary  internet  web  sites,  and  product and logo
development  for  some  of  our  key  anticipated  performers.  Under  currently
anticipated budgetary constraints, and assuming we fail to generate any revenues
in  the  next  twelve  months,  we  anticipate  that  we will have two partially
operational Internet web sites, being Wrestle-plex.com and Allstarwrestling.com,
maintain  training  facilities  in  two  locations,  and  hold  up  to  six live
professional  wrestling  events  in the next twelve months.  These estimates are
based  on  securing  voluntary  time  investment from Mr. Shawn Price , incoming
tuition  revenue  from  student wrestlers, a modest initial budget of $1,000 per
live  performance  which


                                       11


<PAGE>

covers  rent,  performers,  and  limited promotional costs, the ongoing services
from  our  officers  and  directors  and  the services of other volunteer labor.

To  jump  start  our  business  plan and to operate our business for the next 12
months,  we  believe  we  will need approximately $10,000.  We plan on obtaining
this  operating  capital  by  a  loan from one or more of our shareholders.  The
principal terms of any such loan would be payment of principal upon demand after
24 months.  Interest would be paid annually and would accrue at the rate of 7.5%
per  annum.  The  cash  on  hand  we  have  at the present time will sustain the
operations  of Wrestle-plex for approximately 30 days.  We do not anticipate the
need  for  any additional employees during the next twelve months other than the
services  of  the  individuals  discussed  above.

Forward-Looking  Statements:
----------------------------

Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties,  there  are important factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.

Item  7.  Financial  Statements


                        Index to the Financial Statements

                      As of July 31, 2002 and 2001 and for
           For Each of the Two Years in the Period Ended July 31, 2002

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

Report of Independent Auditors                                             F-1

Balance Sheets, July 31, 2002 and 2001                                     F-2

Statements of Operations and Deficit                                       F-3

Statements of Cash Flows                                                   F-4

Statement of Shareholders' Deficiency                                      F-5

Notes to the Financial Statements                                          F-6


                                       12

<PAGE>











                  WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                             JULY 31, 2002 AND 2001
                            (Stated in U.S. Dollars)












<PAGE>

                                                    Morgan
                                                    & Company
                                                    Chartered Accountants






                                AUDITORS' REPORT





To the Directors
Wrestle-Plex Sports Entertainment Group, Inc.
(A development stage company)


We  have  audited the balance sheets of Wrestle-Plex Sports Entertainment Group,
Inc.  (a  development  stage  company)  as  at  July  31, 2002 and 2001, and the
statements  of  operations and deficit accumulated during the development stage,
cash  flows,  and stockholders' equity for the years ended July 31, 2002 and
2001, and for the  period  from  inception,  June  1, 2000, to July 31, 2002.
These financial statements  are  the  responsibility  of  the  Company's
management.  Our responsibility  is  to express an opinion on these financial
statements based on our  audits.

We  conducted  our  audits  in  accordance with United States generally accepted
auditing  standards.  Those  standards require that we plan and perform an audit
to  obtain  reasonable  assurance  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,  these  financial  statements  present fairly, in all material
respects,  the  financial  position of the Company as at July 31, 2002 and 2001,
and  the  results  of  its operations and cash flows for the years ended July
31, 2002  and 2001, and  for  the  period  from  inception,  June 1, 2000, to
July 31, 2002 in accordance  with  United  States  generally  accepted
accounting  principles.

Without  qualifying  our  opinion,  we draw attention to Note 1 to the financial
statements.  The  Company  has  incurred  a net loss of $72,872 since inception,
and,  as  at  July  31,  2002,  has  not  attained  profitable operations and is
dependent  upon  obtaining  adequate  financing  to  fulfil  its  development
activities.  These factors raise substantial doubt that the Company will be able
to  continue  as a going concern.  Management's plans in regard to these matters
are  also  described  in Note 1(b).  The financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



Vancouver, Canada                                          /s/ MORGAN & COMPANY

October 28, 2002                                          Chartered Accountants


Tel:  (604) 687-5841          Member of            P.O. Box 10007 Pacific Centre
Fax:  (604) 687-0075             ACPA       Suite 1488 - 700 West Georgia Street
www.morgan-cas.com           International               Vancouver, B.C. V7Y 1A1


                                     F-1

<PAGE>

                    WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)


---------------------------------------------------------------
                                                   JULY 31
                                               2002       2001
---------------------------------------------------------------

ASSETS

Current
  Cash                                     $  1,009   $  2,986
  Advances receivable                             -      4,507
  Prepaid expenses                            2,860      2,860
                                           --------------------
                                              3,869     10,353

Property And Equipment (Note 3)               4,336      4,800
Website Development Costs                     1,713      2,570
Intangible Assets (Note 4)                      684        912
                                           --------------------

                                           $ 10,602   $ 18,635
===============================================================

LIABILITIES

Current
  Accounts payable                         $ 18,670   $ 10,483
  Loans payable                              32,804          -
                                           --------------------
                                             51,474     10,483
                                           --------------------

SHAREHOLDERS' EQUITY (DEFICIENCY)

Share Capital
  Authorized:
    100,000,000 common shares, par value
      $0.001 per share
     50,000,000 preferred shares, par
      value $0.001 per share

  Issued and outstanding:
    15,008,000 common shares                 15,008     15,008

  Additional paid-in capital                 16,992     16,992

Deficit Accumulated During The
       Development Stage                    (72,872)   (23,848)
                                           --------------------
                                            (40,872)     8,152
                                           --------------------

                                           $ 10,602   $ 18,635
===============================================================


                                     F-2

<PAGE>


                 WRESTLE-PLEX  SPORTS  ENTERTAINMENT  GROUP,  INC.
                        (A  Development  Stage  Company)

                      STATEMENTS OF OPERATIONS AND DEFICIT
                            (Stated in U.S. Dollars)



---------------------------------------------------------------------------
                                                                 INCEPTION
                                                                   JUNE 1
                                              YEARS ENDED         2000 TO
                                                JULY 31            JULY 31
                                          2002          2001        2002
---------------------------------------------------------------------------

Expenses
  Depreciation and amortization      $     2,653   $     1,428   $  4,081
  Consulting                               8,835         5,000     13,835
  Professional fees                       34,364        11,932     46,296
  Office and sundry                        2,862         1,934      4,796
  Travel                                     310         3,554      3,864
                                     -------------------------------------
Net Loss For The Year                $   (49,024)  $   (23,848)  $(72,872)
                                                                 =========

Deficit Accumulated During The
  Development Stage, Beginning Of
  Period                                 (23,848)            -
                                      -------------------------
Deficit Accumulated During The
  Development Stage, End of Period       (72,872)      (23,848)
===============================================================

Net Loss Per Share                   $     (0.01)  $     (0.01)
===============================================================

Weighted Average Number Of Common
 Shares Outstanding                   15,008,000    14,583,333
===============================================================



                                     F-3

<PAGE>

                 WRESTLE-PLEX  SPORTS  ENTERTAINMENT  GROUP,  INC.
                         (A  Development  Stage  Company)

                            STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)


---------------------------------------------------------------------------
                                                                  INCEPTION
                                                                    JUNE 1
                                                 YEARS ENDED       2000 TO
                                                   JULY 31         JULY 31
                                               2002       2001       2002
---------------------------------------------------------------------------

Cash Flows From Operating Activities
  Net loss for the period                   $(49,024)  $(23,848)  $(72,872)

Adjustments To Reconcile Net Loss To
 Net Cash From Operating Activities
  Advances receivable                          4,507     (4,507)         -
  Accounts payable                             8,187     10,483     18,670
  Depreciation and amortization                2,653      1,428      4,081
                                            -------------------------------
                                             (33,677)   (16,444)   (50,121)
                                            -------------------------------

Cash Flows From Financing Activities
  Common stock issued                              -     22,000     22,000
  Loans payable                               32,804          -     32,804
                                            -------------------------------
                                              32,804     22,000     54,804
                                            -------------------------------

Cash Flows From Investing Activities
  Website development costs                        -     (2,570)    (2,570)
  Purchase of capital assets                  (1,104)         -     (1,104)
                                            -------------------------------
                                              (1,104)    (2,570)    (3,674)
                                            -------------------------------

Increase (Decrease)In Cash                    (1,977)     2,986      1,009

Cash, Beginning Of Period                      2,986          -          -
                                            -------------------------------

Cash, End Of Period                         $  1,009   $  2,986   $  1,009
===========================================================================



SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  FINANCING  AND  INVESTING  ACTIVITIES:

On  June  24, 2000, the Company issued 10,000,000 common shares to a director in
exchange  for  certain  assets  with  a  carry-over  value  of  $10,000.


                                     F-4

<PAGE>

                 WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
                         (A  Development  Stage  Company)

                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                             JULY 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



                                       COMMON STOCK
                               -----------------------------
                               Number             Additional
                                 Of                Paid-In
                               Shares    Amount    Capital    Deficit     Total
                             ---------------------------------------------------

Issued for assets at $0.001  10,000,000  $10,000  $      -  $      -   $ 10,000
                             ---------------------------------------------------

Balance, July 31, 2000       10,000,000   10,000         -         -     10,000

Issued for cash at $0.004     5,000,000    5,000    15,000         -     20,000

Issued for cash at $0.25          8,000        8     1,992         -      2,000

Net loss for the period               -        -         -   (23,848)   (23,848)
                             ---------------------------------------------------

Balance, July 31, 2001       15,008,000   15,008    16,992   (23,848)     8,152

Net loss for the year                 -        -         -   (49,024)   (49,024)
                             ---------------------------------------------------

Balance, July 31, 2002       15,008,000  $15,008  $ 16,992  $(72,872)  $(40,872)
                             ===================================================



                                     F-5

<PAGE>

                  WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             JULY 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     NATURE  OF  OPERATIONS

a)     Organization

The  Company  was  incorporated  in the state of Nevada, U.S.A. on June 1, 2000.

b) Development  Stage  Activities and Going Concern

The  Company  intends  to become a sports entertainment provider specifically in
the  area  of  professional  wrestling.  It  is  intended  that the Company will
generate  revenues  by  training  individuals in the sports entertainment art of
wrestling,  by  producing  wrestling  exhibitions  in locations throughout North
America  and  by  developing  a  member oriented professional wrestling website.

Since inception, the Company has suffered recurring losses and net cash outflows
from operations.  The Company expects to continue to incur substantial losses to
complete the development of its business.  Since its inception, the Company has
funded operations through common stock issuances and related party loans in
order to meet its strategic objectives.  Management believes that sufficient
funding will be available to meet its business objectives, including anticipated
cash needs for working capital, and is currently evaluating several financing
options.  However, there can be no assurance that the Company will be able to
obtain sufficient funds to continue the development of and, if successful, to
commence the business operations under development.  As a result of the
foregoing, there exists substantial doubt about the Companys ability to
continue as a going concern.  These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  financial  statements  of the Company have been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.  Because a
precise  determination  of  many assets and liabilities is dependent upon future
events,  the  preparation  of  financial  statements  for  a  period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:

a)     Development  Stage  Company

The  Company  is  a  development  stage  company as defined in the Statements of
Financial Accounting Standards No. 7.  The Company is devoting substantially all
of  its  present  efforts  to  establish  a new business and none of its planned
principal  operations  have  commenced.  All  losses accumulated since inception
have  been  considered  as  part  of the Company's development stage activities.


                                     F-6

<PAGE>

                  WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             JULY 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

b)     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 for the reporting period. Actual
results  could  differ  from  these  estimates.

c)     Property  and  Equipment

Property  and equipment comprises wrestling equipment and sound system equipment
which  are recorded at cost, and depreciated using the straight line method over
their  estimated  useful  lives  as  follows:

          Wrestling equipment  -  three years
          Sound system equipment  -  three years
          Computer equipment  -  three years

d)     Intangible  Assets

Intangibles,  which  comprise  the rights to the Company logo and website domain
names,  are  recorded  at  cost, and amortized over the estimated useful life of
three  years.

e)     Software  Development  Costs

Software development costs represent capitalized costs of design, configuration,
coding,  installation  and  testing  of  the Company's website up to its initial
implementation.  Upon  implementation,  the  asset  will be amortized to expense
over  its  estimated  useful life of three years using the straight-line method.
Ongoing  website  post-implementation costs of operation, including training and
application  maintenance,  will  be  charged  to  expense  as  incurred.

f)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for  Income Taxes" (SFAS 109). This standard requires the use of an
asset  and  liability  approach for financial accounting and reporting on income
taxes.  If it is more likely than not that some portion or all if a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.


<PAGE>

                  WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             JULY 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

g)     Stock  Based  Compensation

The  Company  measures  compensation cost for stock based compensation using the
intrinsic  value  method  of accounting as prescribed by A.P.B. Opinion No. 25 -
"Accounting  for  Stock  Issued  to  Employees".  The  Company has adopted those
provisions  of Statement of Financial Accounting Standards No. 123 - "Accounting
for  Stock Based Compensation", which require disclosure of the pro-forma effect
on  net  earnings  and  earnings  per  share  as  if  compensation cost had been
recognized  based upon the estimated fair value at the date of grant for options
awarded.

h)     Revenue  Recognition

The  Company  intends  to  recognize  revenue  from  product  sales, and fee and
commission  arrangements at the time the sales occur or the fees and commissions
are  earned.

i)     Financial  Instruments

The  Company's  financial  instruments  consist of cash, accounts receivable and
loans  payable.

Unless  otherwise  noted,  it  is  management's opinion that this Company is not
exposed  to  significant  interest  or credit risks arising from these financial
instruments.  The  fair  value  of these financial instruments approximate their
carrying  values,  unless  otherwise  noted.

j)     Net  Loss  Per  Share

The  loss  per  share  is calculated using the weighted average number of common
shares  outstanding  during  the  year.  Fully  diluted  loss  per  share is not
presented,  as  the  impact  of  the  exercise  of  options  is  anti-dilutive.


3.     PROPERTY  AND  EQUIPMENT


                                    2002      2001
                                 ------------------
Wrestling equipment              $ 4,000   $ 4,000
Sound system equipment             2,000     2,000
Computer equipment                 1,104         -
                                 ------------------
                                   7,104     6,000
Less: Accumulated depreciation    (2,768)   (1,200)
                                 ------------------
                                 $ 4,336   $ 4,800
                                 ==================


<PAGE>

                  WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             JULY 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



4.     INTANGIBLE  ASSETS

                                             2002      2001
                                           ------------------

Cost                                       $1,140    $ 1,140
Less:  Accumulated amortization              (456)       228
                                           ------------------

                                           $  684    $   912
                                           ==================


5.     RELATED  PARTY  TRANSACTIONS

On  June 24, 2000, the Company issued 10,000,000 to a director for assets with a
carry-over  cost  of  $10,000.  The  assets  consisted  of  the  following:


Property and equipment          $  6,000
Intangible assets                  1,140
Promotional supplies               2,860
                                --------
                                $ 10,000
                                ========

<PAGE>

Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

We  have  had  no  disagreements with our accountants on accounting or financial
disclosures.


                                    PART III

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

Our executive officers and directors and their respective ages as of October 29,
2002  are  as  follows:


Directors:

Name of Director            Age
----------------            ----

Fabio Chiesa                34

Raymond John Demman         38

Executive Officers:

Name of Officer             Age       Office
---------------             ----      -------

Fabio Chiesa                34        president

Raymond John Demman         38        secretary/treasurer

Set forth below is a brief description of the background and business experience
of  Mr.  Chiesa  and  Mr.  Demman  for  the  past  five  years.

Fabio  Chiesa.  From  1990  to  the present, Mr. Chiesa has maintained full time
employment  as  a  fire fighter with the District of North Vancouver, B.C.  From
1987  to  the  Present,  Mr. Chiesa has independently contracted, on a part-time
basis,  as  a  professional  wrestler  with circuits throughout Western Canada.

Raymond  John  Demman

Mr.  Demman  has  been  employed by the Hard Rock Hotel and Casino in Las Vegas,
Nevada  since  1994.  He  is  the  director  of  casino  marketing.  During  his
employment  with  the  Hard  Rock  Hotel  and  Casino  and prior to becoming the
director  of  casino  marketing,


                                       13

<PAGE>

he  worked  at  various  positions  including  supervisor  of valet parking, VIP
representative  in  casino  marketing,  casino  host, executive casino host, and
casino  marketing manager. Mr. Demman is a graduate of the University of Nevada,
Las  Vegas.

Term  of  Office

Our  directors  are  elected  for  one-year terms, to hold office until the next
annual  general  meeting  of  the  shareholders, or until removed from office in
accordance  with  our  bylaws.  Our  officers  are  appointed  by  our  board of
directors  and hold office until removed by the board.  Mr. Chiesa has served as
a director since June 20, 2000.  Mr. Demman has served as a director since June,
2002.


Section  16(A)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent
fiscal  year:

                                   Number      Transactions     Known Failures
                                   Of late     Not Timely       To File a
Name and principal position        Reports     Reported         Required Form
--------------------------------   ---------   -----------      ----------------
Fabio Chiesa, President               0           0                  1
Raymond John Demman                   0           0                  1

Item  10.  Executive  Compensation

The  following  table  sets  forth  certain  information  as to our officers and
directors.

                          Annual Compensation Table

                        Annual Compensation        Long Term Compensation
                    -------------------------      -----------------------
                                           Other                            All
                                           Annual                          Other
                                           Com-                             Com-
                                           pen-   Restricted                pen-
                  Fiscal                   sa-    Stock   Options/  LTIP    sa-
Name    Title     Year      Salary   Bonus tion   Awarded SARs(#) payouts($)tion
----    -----     --------- -------- ----- ------ ------- ------- --------- ----
Fabio   President
Chiesa  and       2000-2001  $0.00     0     0       0       0       0       0
        Director  2001-2002  $0.00     0     0       0       0       0       0

Raymond Secretary,
John    Treasurer 2000-2001  $0.00     0     0       0       0       0       0
Demman  And       2001-2002  $0.00     0     0       0       0       0       0
        Director


Stock  Option  Grants

We  did  not grant any stock options to the executive officers during the period
ended July 31, 2002.
                                       14

<PAGE>


Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

The following table sets forth, as of July 31, 2002, the beneficial ownership of
our  common stock by each of our officers and directors, by each person known by
us  to beneficially own more than 5% of our common stock and by our officers and
directors  as  a  group.  Except  as  otherwise  indicated, all shares are owned
directly  and the percentage shown is based on 15,008,000 shares of common stock
issued  and  outstanding  on  July  25,  2002.



                 Name and address         Number of Shares        Percentage of
Title of class   of beneficial owner      of Common Stock         Common Stock

Common Stock     Pete Smith                    10,000,000          66.6%
                 #314-837 W. Hastings
                 Vancouver, B.C.
                 V6C 1B6

Common Stock     Fabio Chiesa (1)                    0               0%
                 #314-837 W. Hastings
                 Vancouver, B.C.
                 V6C 1B6

Common Stock     Raymond John Demman (1)              0               0%
                 #314-837 W. Hastings
                 Vancouver, B.C.
                 V6C 1B6

Common Stock     Directors and Officers as            0               0%
                 A group (2 Persons)



Item  12.  Certain  Relationships  and  Related  Transactions

Other  than  set forth in this section below, none of the following parties has,
since  our  date of incorporation, any material interest, direct or indirect, in
any  transaction  with  us  or in any presently proposed transaction that has or
will  materially  affect  us:

1.   Any  of  our  directors  or  officers;
2.   Any  person  proposed  as  a  nominee  for  election  as  a  director;


                                       15

<PAGE>

3.   Any  person  who beneficially owns, directly or indirectly, shares carrying
     more  than  10%  of the voting rights attached to our outstanding shares of
     common  stock;
4.   Any  of  our  promoters;
5.   Any  relative  or  spouse  of any of the foregoing persons who has the same
     house  as  such  person.

On  June  30,  2000,  we  purchased  from  Mr.  Pete  Smith  who is the majority
shareholder  of  the  Company  and who on June 30, 2000 was the president of the
Company,  a  professional  wrestling  ring,  sound  system,  two  Internet  URL
addresses,  being  "allstarwrestling.com",  and  "wrestle-plex.com",  two logos,
being  "Wrestle-plex"  and  "All  Star  Wrestling"  and  a number of promotional
materials  that  had been developed in contemplation of the Wrestle-plex and All
Star  Wrestling  concepts  over  the  last  year.  These latter items included a
limited  collection of promotional posters, autograph cards, advertising banners
and T-shirts.  We issued Mr. Smith 10,000,000 shares of common stock in exchange
for  the  assets  purchased.

                                     PART IV

Item  13.  Exhibits  and  Reports  on  Form  8-K

(a)  Reports  on  Form  8-K

None

(b)  Exhibits
     3.1.     Articles  of  Incorporation  (1)
     3.2.     By-laws  (1)
     4.1      Share  Certificate  (2)
     99.1     Certification  of  Chief  Executive  Officer  and  Chief Financial
              Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
              Section 906 of the  Sarbanes-Oxley  Act  of  2002

(1)  Previously  filed  as  an  exhibit  to the Form SB-2 on September 26, 2001.
(2)  Previously  filed  as  an  exhibit  to  Amendment No. 1 to the Form SB-2 on
     January  8,  2002.


                                       16

<PAGE>

                                   SIGNATURES


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


WRESTLE-PLEX  SPORTS  ENTERTAINMENT  GROUP,  LTD.


By:  /s/ Fabio Chiesa
     ______________________________
     Fabio Chiesa, President
     Date:  October 29, 2002


In  accordance  with  the  Securities  Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and  on  the  dates  indicated.



By:  /s/ Fabio Chiesa
     ___________________________________
     Fabio Chiesa
     Principal Executive Officer
     Principal Financial Officer
     Principal Accounting Officer
     Director
     Date:  October 29, 2002


By:  /s/ Raymond John Demman
     ___________________________________
     Raymond John Demman
     Director
     Date:  October 29, 2002



                                       17

<PAGE>

                                 CERTIFICATIONS

I,  Fabia  Chiesa,  Chief  Executive Officer and Chief Financial Officer certify
that;

A    I  have  reviewed  this  annual report on Form10-KSB of Wrestle-Plex Sports
     Entertainment  Group,  Ltd.;

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

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


Date:  October 29, 2002



/s/ Fabio Chiesa
____________________________
(Signature)
Chief Executive Officer
Chief Financial Officer



                                       18