UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10KSB/A
 
 [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 
 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 
 
 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 
 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 
 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 
 
 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 
 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.e ccw.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 
 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 
 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 
 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 
 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 covers rent, performers, and limited promotional costs, the ongoing services from our officers and directors and the services of other volunteer labor.
  11 
 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 had a working capital deficit of $47,605 as of July 31, 2002, compared to a working capital deficit in the amount of $130 as of July 31, 2001. Accordingly, we currently have insufficient working capital to pursue our plan of operations. We plan on obtaining the required operating capital through a loan from one or more of our shareholders, although none of our shareholders are under a legal obligation to make such a loan . The principal terms of any such loan would most likely 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. Following this time period and other than the short term loans we anticipate from our shareholders, we have not identified any source of long-term liquidity. In the event, we are unable to obtain sufficient working capital in the next several months to support our business plan, we will be unable to operate our business and we will most likely seek out other business opportunities.
 
 Cash Flow
 
 Our net loss for the fiscal year ended July 31, 2002 increased from $23,848 to $49,024 for the fiscal year ended July 31, 2001. This increase was largely due to our expenditure of professional fees incurred in filing our form SB2 with the Securities and Exchange Commission and thus going public, along with the expenses of maintaining that registration and getting our stock up and trading on the Over The Counter Bulletin Board. We were able to finance these losses largely through loans from shareholders, without selling any stock. In this reported time period, we invested only a small amount on a computer system for our operations.
 
 Critical Accounting Policies
 
 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.
 
 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
  12 
 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.
 
 g)  Stock Based Compensation
  13 
 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 approximates 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.
 
 k)  Impairment of Long-Lived Assets
 
 The Company reviews long-lived assets including identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is based on the sum of undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets.
 
 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,
  14 
 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
 
 
 15 
 
 
 
 
 WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
 (A Development Stage Company)
 
 
 FINANCIAL STATEMENTS
 
 
 JULY 31, 2002 AND 2001
 (Stated in U.S. Dollars)
     F1




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.




























F2







WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.


(A Development Stage Company)





BALANCE SHEETS


(Stated in U.S. Dollars)





JULY 312002


2001ASSETSCurrentCash
$
1,009

$
2,986Advances receivable

-


4,507Prepaid expenses

2,860


2,8603,869


10,353Property And Equipment (Note 3)

4,336


4,800Website Development Costs

1,713


2,570Intangible Assets (Note 4)

684


912$
10,602

$
18,635LIABILITIESCurrentAccounts payable
$
18,670

$
10,483Loans payable

32,804


-51,474


10,483SHAREHOLDERS EQUITY (DEFICIENCY)Share CapitalAuthorized:100,000,000 common shares, par value $0.001 per share50,000,000 preferred shares, par value $0.001 per shareIssued and outstanding:15,008,000 common shares

15,008


15,008Additional paid-in capital

16,992


16,992Deficit Accumulated During The Development Stage

(72,872
)

(23,848
)(40,872
)

8,152$
10,602

$
18,635










F3




WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
 (A Development Stage Company)
 
 STATEMENTS OF OPERATIONS AND DEFICIT
 (Stated in U.S. Dollars)
   INCEPTIONJUNE 1YEARS ENDED                   2000 TOJULY 31                               JULY 312002
2001
2002ExpensesDepreciation and amortization
$
2,653

$
1,428

$
4,081Consulting

8,835


5,000


13,835Professional fees

34,364


11,932


46,296Office and sundry

2,862


1,934


4,796Travel

310


3,554


3,864Net Loss For The Period

(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
 
 F4


WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
 (A Development Stage Company)
 
 STATEMENTS OF CASH FLOWS
 (Stated in U.S. Dollars)
   
 INCEPTIONJUNE 1YEARS ENDED                            2000 TOJULY 31                            JULY 312002
2001
2002Cash Flows From Operating ActivitiesNet loss for the period
$
(49,024
)
$
(23,848
)
$
(72,872
)Adjustments To Reconcile Net Loss To Net Cash From Operating ActivitiesAdvances receivable

4,507


(4,507
)

-Accounts payable

8,187


10,483


18,670Depreciation and amortization

2,653


1,428


4,081(33,677
)

(16,444
)

(50,121
)Cash Flows From Financing ActivitiesCommon stock issued

-


22,000


22,000Loans payable

32,804


-


32,80432,804


22,000


54,804Cash Flows From Investing ActivitiesWebsite 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


1,009Cash, 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.
  F5 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

AdditionalOf

Paid-InShares
Amount
Capital
Deficit
TotalIssued for assets at $0.001

10,000,000

$10,000

$-

$-

$10,000Balance, July 31, 2000

10,000,000

10,000

-

-

10,000Issued for cash at $0.004

5,000,000

5,000

15,000

-

20,000Issued for cash at $0.25

8,000

8

1,992

-

2,000Net loss for the period

-

-

-

(23,848)

(23,848)Balance, July 31, 2001

15,008,000

15,008

16,992

(23,848)

8,152Net loss for the year

-

-

-

(49,024)

(49,024)Balance, July 31, 2002

15,008,000

$15,008

$16,992

$(72,872)

$(40,872)
  
 F6


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
 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 Companys 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.
 
 F7 
 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)
 
 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:
 
 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.
 
 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.
  F8
  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)
 
 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)  Impairment of Long-Lived Assets
 
 The Company reviews long-lived assets including identifiable intangibles for impairment whenever events or changes in
 circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is based on the sum of
 undiscounted cash flows expected to be generated by the asset . If such assets are considered to be impaired, the
 impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the
 assets.
 
 g)  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.
 
 h)  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.
 
 i)  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.
  F9
  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)
 
 j)  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.
 
 k)  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. At July 31, 2002, the Company does not have any stock options outstanding. The Company
 has not issued any stock options.
 
 3.  PROPERTY AND EQUIPMENT
  2002
2001Wrestling equipment
$
4,000

$
4,000Sound system equipment

2,000


2,000Computer equipment

1,104


-7,104


6,000Less: Accumulated depreciation

(2,768
)

(1,200
)$
4,336

$
4,800
   
 4.  INTANGIBLE ASSETS
 2002
2001Cost
$
1,140

$
1,140Less: Accumulated amortization

(456
)

228$
684

$
912
  
 F10
   WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
 (A Development Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 JULY 31, 2002 AND 2001
 (Stated in U.S. Dollars)
 
 
 
 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
$
6,000Intangible assets

1,140Promotional supplies

2,860$
10,000
 F11






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,




16





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 CompensationName
Title
Fiscal Year
Salary
Bonus
Other
AnnualCompensation
Restricted Stock Awarded
Options/ SARs (#)
LTIP
payouts ($)
All Other CompensationFabio Chiesa
President
and
Director
2000-2001
2001-2002
$0.00
$0.00
0
0
0
0
0
0
0
0
0
0
0
0Raymond John Demman
Secretary, Treasurer
And
Director
2000-2001
2001-2002
$0.00
$0.00
0
0
0
0
0
0
0
0
0
0
0
0







17





Stock Option Grants





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





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;






18





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 pursuant to 18 U.S.C. Section


1350, as adopted pursuant to Section 906 of  the Sarbanes-Oxley Act of


2002


99.2         Certification of 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.








19





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/____Bill Liao_____________


Bill Liao, Chief Executive Officer


Date: September 5, 2003








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/__Bill Liao ______________


Bill Liao


Chief Executive Officer


Date: September 5, 2003








By: _/s/__Steven D. Fellows _______


Steven D. Fellows


Chief Financial Officer


Date: September 5, 2003











20