<PAGE>

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

                                   FORM 10-KSB

                     Annual Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                    for the Fiscal Year ended April 30, 2003

                             Commission File Number
                                     0-49884

                            RESIDENTIAL RESALES, INC.
                 (Name of Small Business Issuer in its charter)


          FLORIDA                                        7-3026967
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or organization)

             270 NW 3rd Court                            33432-3720
           Boca Raton, Florida                           (Zip Code)
(Address of principal executive offices)

                       Issuer's Telephone: (561) 368-1427
                                          ----------------------------------

Securities registered under Section 12(g) of the Exchange Act:      Common
                                                               ----------------
                                                               (Title of Class)

Check  whether the issuer (1) 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. [X]

State Issuer's revenues for its most recent fiscal year.        None
                                                         ----------------

Aggregate market value of voting equity held by  non-affiliates  as of April 30,
2003: $2,500.00.

                As of April 30, 2003, there are 3,000,000 shares
                 of common stock outstanding. The issuer has no
                       other classes of stock authorized.

Transitional Small Business Disclosure Format:     No


                                       1
<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

         (a)    BUSINESS DEVELOPMENT

         The Company was originally formed under the name of MEDIA  ACQUISITIONS
GROUP,  INC.,  as a Florida  corporation  filed July 1, 1998.  The  Company  was
assigned Document Number P98000058690.

         The Company was formed for the original purpose of acquiring  companies
providing  various  media  consulting  services.   However,  the  Company  never
activated services and remained inactive. On September 24, 1999, the Company was
administratively dissolved for failure to file an annual report.

         On  August  10,  2001 an  application  for  Corporation  Reinstatement,
together with payment of applicable fees, was filed with the Florida  Department
of State. The Company was reinstated on August 14, 2001.

         On September 17, 2001 Articles of Amendment were filed with the Florida
Department  of  State,  changing  the name to:  RESIDENTIAL  RESALES,  INC.  and
changing  the  authorized   capital  stock  of  the  Company  to  Fifty  Million
(50,000,000) shares of voting common stock at a par value of $.001 per share.

         The  Company  filed the 2003 For Profit  Corporation  Uniform  Business
Report (UBR) with the Florida Department of State and paid the required fee. Its
status is active.

         See  Exhibit  3(i)   commencing   on  Page  E-1  for  the  Articles  of
Incorporation, the Reinstatement of MEDIA ACQUISITIONS GROUP, INC., the Articles
of Amendment to the Articles of Incorporation of MEDIA ACQUISITIONS  GROUP, INC.
and the certification of status for RESIDENTIAL RESALES, INC.

         The Bylaws of the Company are included as Exhibit  3(ii)  commencing at
Page E-10.


         (b)      BUSINESS OF ISSUER

                  Business Objective; Principal Products; Markets

         The primary objective of Residential  Resales,  Inc. is the purchase of
foreclosed or otherwise  distressed  residential  single-family  homes, with the
intention of renovating  or repairing  such homes and placing them on the market
for resale as promptly as possible.

         At the present time the Company has no overhead costs.  The officers of
the  Company  are  not on any  payroll  and  the  offices  of  the  Company  and
administrative assistance are now being provided at no cost. This situation will
remain  constant  until such time as the Company has  purchased  and sold one or
more residences.


                                       2
<PAGE>

         The plan of operation  for the next twelve months is to purchase one or
more residential  properties,  make necessary  repairs and/or  renovations,  and
resell those residences.  The Company estimates that it will require $60,000 for
the purchase  price of a given  residence  and that it will  require  $10,000 to
cover repairs and/or maintenance. However, it must be emphasized that these cash
requirements are estimates only. There is no way to specifically  identify these
costs until an actual  purchase  occurs.  Until that time,  the Company will not
require additional cash to main itself in a current position.

         The Company has anticipated that its cash operating  requirements would
be met by loans from present  stockholders.  However, as of this filing no loans
have been made and the Company is, therefore,  inactive.  Unless operating funds
are obtained,  or an alternate source of liquidity is realized,  the Company has
no present option except to remain inactive, although the Company does intend to
remain active as a Florida corporation.


ITEM 2.    DESCRIPTION OF PROPERTY

         The Company owns no real  property,  nor does it have any  leasehold or
option interests at this time.

         The Company executive offices are provided,  without payment of rent at
this time at 270 NW 3rd Court, Boca Raton, Florida. This address is the location
of the offices of the General  Counsel of the Company,  Ledyard H. DeWees,  P.A.
who has  agreed to  provide  office  space and  secretarial  assistance  without
charge.

ITEM 3.   LEGAL PROCEEDINGS

         There is no litigation of any type whatsoever  pending or threatened by
or against the Company, its officers and/or its director.


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

         Not applicable


                                       3
<PAGE>



                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


         a.       MARKET INFORMATION

         There  is  no  public  trading  market  for  the  Company's  stock  and
management has not undertaken any  discussions,  preliminary or otherwise,  with
any prospective market maker regarding a public market for the stock.

         There are no  warrants  or options  or  convertible  securities  of the
Company outstanding.

         Out of 3,000,000 total shares of voting common stock outstanding, there
are 2,250,000 shares that are restricted.  None of these shares are eligible for
sale  under Rule 144.  There are  750,000  shares of common  stock that are free
trading.  There are no  agreements  between  the  stockholders  and the  Company
pertaining the registration under the Securities Act of their shares.

         b.       HOLDERS

         There are 30 shareholders of record of the Company's common stock.

         c.       DIVIDENDS

         The Company has not paid any  dividends  to date and has no plans to do
so in the foreseeable future.

         d.       SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY
                  COMPENSATION PLANS.

         None.

         e.     RECENT SALES OF UNREGISTERED SECURITIES

         On March 1, 2002 the Company  elected to offer for sale 250,000  shares
of its common stock at $.01 per share. The offering was conducted under Rule 504
of Regulation D, as  promulgated by the  Securities & Exchange  Commission.  All
sales were conducted under a Subscription Agreement, a copy of which is included
here as Exhibit #99 at Page E-28.


         Pursuant to the requirements of this Regulation D offering,  Form D was
filed with the Securities and Exchange Commission on April 17, 2002.

         Regarding  this  offering,  the  following  additional  information  is
submitted:

         o        All sales were  conducted  by  officers  of the Company and no
                  commissions were paid.


                                       4
<PAGE>

         o        Sales  were  made to 25  individuals  for a total  of  250,000
                  shares.  All  sales  were for cash,  with  total  payments  of
                  $2,500. All proceeds were paid directly to the Company without
                  escrow.  All  proceeds  were  received by the Company on a net
                  basis - there being no charges against the sales.

         o        This  offering has been  terminated by the action of the board
                  of directors.


ITEM 6.    PLAN OF OPERATION

         a.  PLAN OF OPERATION

         Residential  Resales,  Inc.  has been  unable  to  obtain  the  funding
necessary  to  implement  active  operation.  As a  consequence,  the Company is
inactive at this time and will remain  inactive  until funding is received or an
alternate business course of action is pursued.

         The Company has no present need for funds to continue on as an inactive
corporation.  The Company has no debts and no requirement for operating funds at
this time.

         b        OFF-BALANCE SHEET ARRANGEMENTS

         Not applicable.


ITEM 7.   FINANCIAL STATEMENTS

         Attached audited financial statements for RESIDENTIAL RESALES, INC. for
the year ended  April 30,  2003 are  submitted  in  compliance  with Item 310 of
Regulation S-B.


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

         The Company has not changed  accountants  during the  previous two year
period to the date of this registration statement and there are no disagreements
with the findings of said accountants.


                                       5
<PAGE>



                                    PART III

ITEM 9:   DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS,  AND CONTROL
              PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
              ACT


Name                                  Age                     Position

Jay Sanet                              53                     President
                                                              Sole Director


         Jay Sanet was named as the Sole  Director and  President of the Company
on May 1, 2003,  following  the  resignation  of the previous  president  (Harry
DeFrancesco), due to ill health.

         For over the past five years Mr. Sanet has served,  and is now serving,
as Chief  Executive  Officer and  Chairman of the Board of  Directors of NorStar
Group, Inc. (NSTG:OTC BB). Nortstar Group, Inc. is a Utah corporation  qualified
to do business in Florida, with its headquarters in Ft. Lauderdale, Florida. The
business  of Norstar  has been to create an Internet  online  community  of "One
StopShopping" for products, entertainment,  education and business services from
a network of  providers.  The Company also owns  various  gold mining  claims in
Nevada.

         b.       IDENTIFY SIGNIFICANT EMPLOYEES

         Andrews  S.  Peck is the  Secretary  of the  Company.  He would  not be
classified  as an  executive  officer but he is  expected to make a  significant
contribution  to  the  business  in  terms  of  consulting  and   administrative
functions.  Mr. Peck, age 57, is not a director of the Company.  He was named as
Secretary of Residential Resales,  Inc. on May 1, 2002. For the past five years,
Mr.  Peck has been  self-employed  as a  business  consultant,  specializing  in
preparing business plans for corporations and related entities.

         c.       FAMILY RELATIONSHIPS

         Not applicable.

         d.       INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

         Not applicable.

         e.       AUDIT COMMITTEE FINANCIAL EXPERT

         The Company has a single  director,  Jay Sanet,  who is also the CEO of
the Company.  Mr. Sanet would not be considered as an audit committee  financial
expert. The board of directors as a whole is acting as the audit committee.


                                       6
<PAGE>



ITEM 10. EXECUTIVE COMPENSATION

         a.       GENERAL

         Jay Sanet is the President and sole Director of the Company. Andrews S.
Peck is the Secretary. There are no other individuals involved in the management
or  administration  of this  Company.  Neither  of the  above-named  individuals
receives any form of  compensation,  direct or indirect,  and no compensation is
being accrued on the books of the company.
1

         The Company has no plans at this time for executive compensation in any
form. The sole Director receives no compensation or fringe benefit in any form.

         b.       SUMMARY COMPENSATION TABLE

         Not applicable.

         c.       OPTION / SAR GRANTS TABLE

         Not applicable

         d.       AGGREGATED OPTION / SAR EXERCISES AND FISCAL YEAR-END
                  OPTIONS / SAR VALUE TABLE

         Not applicable.

         e.       LONG-TERM INCENTIVE PLAN AWARDS TABLE

         Not applicable.

         f.       COMPENSATION OF DIRECTORS

         There are no arrangements whatsoever pertaining to compensation for the
sole director

         g.       EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
                  AND CHANGE-IN-CONTROL ARRANGEMENTS.

         Not applicable.

         h.       REPORT ON REPRICING OF OPTIONS/SAR'S

         Not applicable.


                                       7
<PAGE>



ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT

         (a)      SECURITIES  AUTHORIZED FOR ISSUANCE UNDER EQUITY  COMPENSATION
                  PLANS

        None

         (b)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The table below lists the beneficial  ownership of the Company's voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities.


<TABLE>
<CAPTION>
                             Name and Address                      Amount and Nature             Percent
Title of Class               of Beneficial Owner                   of Beneficial Owner           of Class
---------------------- ------------------------------------------ ----------------------------- --------------------
<S>                    <C>                                        <C>                           <C>
Common                 Harry DiFrancesco                          2,000,000                     66.67
                       2901 Middle River Drive
                       Ft. Lauderdale, FL 33306
---------------------- ------------------------------------------ ----------------------------- --------------------
Common                 Kimberly DeWees                             187,500                       6.25
                       737 SE 1st Way, Apt. 100
                       Deerfield Beach, FL 33441
---------------------- ------------------------------------------ ----------------------------- --------------------
Common                 Ledyard H. DeWees                           187,500                       6.25
                       270 NW 3rd Court
                       Boca Raton, FL 33432
---------------------- ------------------------------------------ ----------------------------- --------------------
Common                 Carolyn O'Brien                            187,500                        6.25
                       270 NW 3rd Court
                       Boca Raton, FL 33432
---------------------- ------------------------------------------ ----------------------------- --------------------
Common                 Erin O'Brien                               187,500                        6.25
                       6845 NW 29th Avenue
                       Fort Lauderdale, FL 33309
---------------------- ------------------------------------------ ----------------------------- --------------------
</TABLE>

Notes to security ownership:

         (1)      All  shares  listed  above  are owned  directly.  There are no
                  further stock rights of any type or kind.

         (2)      Kimberly DeWees is the adult daughter of Ledyard H. DeWees and
                  Erin O'Brien is the adult daughter of Carolyn O'Brien.

         (c)      SECURITY OWNERSHIP OF MANAGEMENT

         The following  information  lists, as to each class,  equity securities
beneficially  owned by all directors,  and of the directors of the issuer,  as a
group.


                                       8
<PAGE>

                  Name and Address           Amount and Nature      Percent of
Title of Class    of Beneficial Owner        of Beneficial Owner    Class

Common            Harry Di Francesco         2,000,000              66.67
                  2901 Middle River Drive
                  Fort Lauderdale, FL

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         (a)      TRANSACTIONS WITH PROMOTORS

         Harry  DiFrancesco  was the only promotor of the Company.  He has never
received anything of value, tangible or intangible, directly or indirectly, from
the Company.

         Harry DiFrancesco is the listed owner of 2,000,000 shares of the common
stock of the  Company.  He purchased  these  shares as founders  stock under the
authority  of the Board of  Directors  on May 2, 2002 for a cash  payment to the
Company of $2,000.00.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)    INDEX TO EXHIBITS

         Exhibit Number      Page Number                      Description

         3(i)(a)              E-1                *Articles of Incorporation of
                                                  MEDIA ACQUISITIONS GROUP, Inc.

         3(i)(b)              E-6                *Certification of
                                                  Reinstate-ment

         3(i)(c)              E-7                *Articles of Amendment
                                                  changing name to RESIDENTIAL
                                                  RESALES, INC.

         3(i)(d)              E-9                *Certification of status of
                                                  RESIDENTIAL RESALES, INC.

         3(ii)                E-10               *Bylaws of RESIDENTIAL
                                                  RESALES, INC.

         99                   E-28               *Subscription Agreement

-----------------
*Incorporated by reference to Form 10-SB/A.

        (b)      REPORTS ON FORM 8-K

                 None.


                                       9
<PAGE>


ITEM 14.   CONTROLS AND PROCEDURE

         Jay Sanet is the Chief Executive Officer of the Company and is the sole
director.  He is the only executive officer and all reports to be filed with the
Securities and Exchange Commission are signed by him alone. Consequently,  it is
the  conclusion  of the sole  executive  officer that reports filed or submitted
under the Act (as specified in Regulation 240.13a-14(c) ) are his responsibility
alone and that no other disclosure controls are applicable.

ITEM 15.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

         (a)   AUDIT FEES

         The aggregate  fees billed and paid for the last two fiscal years total
$4,175.00.  These fees were paid for the audit of financial  statements  for the
period from June 29, 1998  (Inception)  through April 30, 2001; and for the year
ending  April 30,  2002.  In  addition,  the fees  included  review of financial
statements  included in Form 10-QSB for the periods ended July 31, 2002, October
31, 2002 and January 31, 2003.

         (b) AUDIT-RELATED FEES

         None.


         (c) TAX FEES

         The  aggregate  fees  billed and paid in the last two fiscal  years are
$300.00.  This fee was paid for the preparation of Form 1120 for the years ended
April  30,   1999  and  April  30,   2002,   Form   F-1120   Florida   Corporate
Income/Franchise  Emergency Excise Tax Return for the years ended April 30, 1999
through  April 30,  2002 and  Florida  intangible  property  tax return for 1999
through April 2002.

         (d)  ALL OTHER FEES

         None. The audit  committee  consists of the President,  who is the only
officer.


                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                             RESIDENTIAL RESALES, INC.,

DATE: July 24, 2003                          By: /s/ Jay Sanet
                                               ------------------------------
                                                      Jay Sanet
                                                      President and Director

<PAGE>

                                  CERTIFICATION

         I, JAY SANET, certify that:

         1. I have  reviewed  this annual  report on Form 10-KSB of  Residential
Resales, Inc.

         2. Based on my  knowledge,  the  quarterly  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
quarterly report.

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  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 quarterly report.

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  (a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared:

                  (b) evaluated the effectiveness of the registrant's disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  (c) presented in this quarterly  report our conclusions  about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent  evaluation,  to the  registrant's  auditors  and audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent functions.

                  (a) all significant deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and


<PAGE>


                  (b)  any  fraud,  whether  or  not  material,   that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:    July 24, 2003

/s/ Jay Sanet
Jay Sanet
President and Sole Certifying Officer


<PAGE>

                                    RESIDENTIAL RESALES, INC.
                             (F/K/A MEDIA ACQUISITIONS GROUP, INC.)

                                  (A Development Stage Company)

                                      FINANCIAL STATEMENTS

                                         APRIL 30, 2003







<PAGE>




                                    RESIDENTIAL RESALES, INC.
                             (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                                 (A Development Stage Company)


                                            CONTENTS

                                                                     PAGE

Independent Auditor's Report                                         F-1

Financial Statements:

Balance Sheet                                                        F-2

Statements of Operations                                             F-3

Statement of Changes in Stockholders'
Equity (Deficit)                                                     F-4

Statements of Cash Flows                                          F-5 to F-6

Notes to Financial Statements                                     F-7 to F-10


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



To The Board of Directors
Residential Resales, Inc.

We have audited the  accompanying  balance sheet of  Residential  Resales,  Inc.
(F/K/A Media  Acquisitions  Group,  Inc.) (a development  stage company),  as of
April  30,  2003  and  the  related   statements  of   operations,   changes  in
stockholders'  equity (deficit) and cash flows for each of the years ended April
30,  2003 and 2002 and for the period  from June 29,  1998  (inception)  through
April  30,  2003.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of  Residential  Resales,  Inc.
(F/K/A Media Acquisitions Group, Inc.) (a development stage company) as of April
30,  2003 and the  results  of its  operations  and its cash flows for the years
ended April 30, 2003 and 2002 and for the period from June 29, 1998  (inception)
through  April 30,  2003 in  conformity  with  accounting  principles  generally
accepted in the United States.


June 10, 2003
Boca Raton, Florida

                                       F-1




<PAGE>



                            RESIDENTIAL RESALES, INC.
                     (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                          (A Development Stage Company)
                                  BALANCE SHEET
                                 APRIL 30, 2003

<TABLE>
<CAPTION>



                                                      ASSETS

CURRENT ASSETS
<S>                                                                                <C>
 Cash                                                                              $   184
                                                                                   =======




                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Due to stockholder                                                                $ 4,791

STOCKHOLDERS' EQUITY (DEFICIT)                                                      (4,607)
                                                                                   -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIT)                                                                         $   184
                                                                                   =======

</TABLE>

                Read accompanying Notes to Financial Statements.
                                       F-2


<PAGE>



                            RESIDENTIAL RESALES, INC.
                     (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

                                                                      June 29,
                                                                        1998
                                     Year Ended      Year Ended     (Inception)
                                      April 30,       April 30,     to April 30,
                                        2003            2002            2003
                                        ----            ----            ----
<S>                                 <C>            <C>            <C>
REVENUES                            $         -    $         -    $         -

EXPENSES
 General and administrative               7,905          1,202        (14,107)
                                    -----------    -----------    -----------

NET (LOSS)                          $    (7,905)   $    (1,202)   $   (14,107)
                                    ===========    ===========    ===========

(LOSS) PER SHARE                    $         -    $         -
                                    ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                          3,000,000        755,370
                                    ===========    ===========

</TABLE>



                Read accompanying Notes to Financial Statements.
                                       F-3


<PAGE>



                            RESIDENTIAL RESALES, INC.
                     (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                          (A Development Stage Company)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
          PERIOD FROM JUNE 29, 1998 (INCEPTION) THROUGH APRIL 30, 2003

<TABLE>
<CAPTION>
                                                                              Deficit
                                                                            Accumulated
                                          Common Stock         Additional    During the
                                       Number of    Par         Paid-In     Development
                                         Shares     Value        Capital      Stage         Total
                                         ------     -----        -------      -----         -----
<S>                                     <C>       <C>         <C>             <C>      <C>
July 15, 1998 - Common shares
  issued to founders for services
  rendered (after retroactive
  adjustment to reflect 150 to 1
  stock split)                          750,000   $     750   $   4,250       $   -    $   5,000

Net (loss)                                    -           -           -      (5,000)      (5,000)
                                      ---------   ---------   ---------   ---------    ---------

Balance - April 30, 1999                750,000         750       4,250      (5,000)           -

Net (loss)                                    -           -           -           -            -
                                      ---------   ---------   ---------   ---------    ---------

Balance - April 30, 2000                750,000         750       4,250      (5,000)           -

Net (loss)                                    -           -           -           -            -
                                      ---------   ---------   ---------   ---------    ---------

Balance - April 30, 2001                750,000         750       4,250      (5,000)           -

March 1,2002 - Common shares issued
 to founder for stock subscriptions
 receivable                           2,000,000       2,000           -           -        2,000
March 2002 - Common shares
 issued for cash                        100,000         100         900           -        1,000
April 2002 - Common shares
 issued for stock subscriptions
 receivable                             150,000         150       1,350           -        1,500

Net (loss)                                    -           -           -      (1,202)      (1,202)
                                      ---------   ---------   ---------   ---------    ---------

Balance - April 30, 2002              3,000,000       3,000       6,500      (6,202)       3,298

Net (loss)                                    -           -           -      (7,905)      (7,905)
                                      ---------   ---------   ---------   ---------    ---------

Balance - April 30, 2003              3,000,000   $   3,000   $   6,500   $ (14,107)   $  (4,607)
                                      =========   =========   =========   =========    =========

</TABLE>
                Read accompanying Notes to Financial Statements.

                                       F-4


<PAGE>



                            RESIDENTIAL RESALES, INC.
                     (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                          June 29,
                                                                           1998
                                               Year Ended  Year Ended  (Inception)
                                                April 30,   April 30,  to April 30,
                                                   2003       2002        2003
                                                   ----       ----        ----
<S>                                            <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                    $ (7,905)   $ (1,202)   $(14,107)
 Adjustments to reconcile net loss to
  cash used in operating activities:
    Common shares issued for services
     rendered                                         -           -       5,000
    Expiration of purchase option                   500           -         500
                                               --------    --------    --------

NET CASH USED IN OPERATING ACTIVITIES            (7,405)     (1,202)     (8,607)
                                               --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of option - real estate                  (500)          -        (500)
                                               --------    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock                             -       1,000       1,000
 Increase in amount due to stockholder            3,680       1,111       4,791
 Repayment of stock subscriptions receivable      3,500           -       3,500
                                               --------    --------    --------

NET CASH PROVIDED BY FINANCING ACTIVITIES         7,180       2,111       9,291
                                               --------    --------    --------

NET INCREASE (DECREASE) IN CASH                    (725)        909         184

CASH - BEGINNING                                    909           -           -
                                               --------    --------    --------

CASH - ENDING                                  $    184    $    909    $    184
                                               ========    ========    ========
</TABLE>


                Read accompanying Notes to Financial Statements.

                                       F-5


<PAGE>


                            RESIDENTIAL RESALES, INC.
                     (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                        June 29,
                                                                         1998
                                             Year Ended   Year Ended (Inception)
                                              April 30,   April 30,   to April 30,
                                                2003        2002        2003
                                                ----        ----        ----

<S>                                              <C>         <C>         <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
 AND FINANCING ACTIVITIES:
 Common shares issued for services rendered     $  -      $      -   $  5,000
                                                ====      ========   ========

 Common shares issued for stock subscriptions
 receivable                                     $  -      $  3,500   $  3,500
                                                ====      ========   ========
</TABLE>





                Read accompanying Notes to Financial Statements.

                                       F-6


<PAGE>

                            RESIDENTIAL RESALES, INC.
                     (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2003



NOTE 1.           ORGANIZATION

                  Residential   Resales,   Inc.   (formerly   known   as   Media
                  Acquisitions  Group,  Inc.) was  incorporated on June 29, 1998
                  under the laws of the State of Florida  originally  to provide
                  media consulting services. The Company is currently engaged in
                  the  acquisition  and  renovation  of foreclosed or distressed
                  residential homes for resale. The company's headquarters is in
                  Boca Raton, Florida.

                  The Company has no revenues to date. Since its inception,  the
                  Company  has  been  dependent  upon  the  receipt  of  capital
                  investment   or  other   financing  to  fund  its   continuing
                  activities.  In addition to the normal risks associated with a
                  new  business  venture,  there  can be no  assurance  that the
                  Company's product  development will be successfully  completed
                  or that it will be a commercial success.  Further, the Company
                  is dependent upon certain related parties to provide continued
                  funding and capital resources.

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Income Taxes

                  Deferred income taxes are provided for differences between the
                  basis of assets and  liabilities  for financial and income tax
                  reporting.  A valuation allowance is provided against deferred
                  income tax assets in circumstances  where management  believes
                  recoverability  of a portion of the  assets is not  reasonably
                  assured.

                  (Loss) Per Share

                  (Loss) per share is computed  by  dividing  net (loss) for the
                  year by the weighted average number of shares outstanding.



                                       F-7


<PAGE>



                            RESIDENTIAL RESALES, INC.
                     (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2003



NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Statement of Cash Flows

                  For  purposes  of this  statement  the Company  considers  all
                  highly liquid  investments with an original  maturity of three
                  months or less to be cash equivalents.

                  Use of Estimates

                  Management   uses  estimates  and   assumptions  in  preparing
                  financial  statements in accordance  with  generally  accepted
                  accounting principles.  Those estimates and assumptions affect
                  the reported amounts of assets and liabilities, the disclosure
                  of  contingent  assets  and  liabilities,   and  the  reported
                  revenues and expenses.  Accordingly, actual results could vary
                  from  the  estimates   that  were  assumed  in  preparing  the
                  financial statements.

NOTE 3.           STOCK SUBSCRIPTIONS RECEIVABLE

                  Stock subscriptions  receivable represented  subscriptions for
                  2,150,000   common  shares  for  a  total  amount  of  $3,500,
                  2,000,000  common shares of which were issued to a founder for
                  a total of $2,000.  The  receivable  was paid in cash on May 9
                  and May 14, 2002.

NOTE 4.           PURCHASE OPTION - REAL ESTATE

                  On September 19, 2002, the Company paid $500 for an ninety day
                  option to purchase a  residential  condominium  in Boca Raton,
                  Florida.  The purchase  price of the property was $55,000.  On
                  December 18, 2002, the option expired and was expensed.





                                       F-8


<PAGE>



                            RESIDENTIAL RESALES, INC.
                     (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2003



NOTE 5.           INCOME TAXES

                  As of April 30, 2003 and 2002,  no deferred  income taxes have
                  been  recorded  due  to  the  Company  having  no  history  of
                  profitable operations. Significant components of the Company's
                  net deferred  income tax asset are as follows:

                                                          2003       2002
                                                          ----       ----

                    Start-up expenditures               $2,600      $1,200
                    Less: Valuation allowance           (2,600)     (1,200)
                                                        ------      ------

                    Net deferred income tax
                     asset                              $    -      $    -
                                                        ======      ======

                  During the year ended April 30, 2003, the valuation  allowance
                  increased by $1,400.

                  The  reconciliation  of income tax  (benefit)  computed at the
                  federal  statutory rate to income tax expense  (benefit) is as
                  follows:

                                                           2003        2002
                                                           ----        ----

                    Tax (benefit) at federal
                      statutory rate                     (15.00)%    (15.00)%
                    State tax (benefit), net of
                      federal benefit                     (3.63)      (3.63)
                    Valuation allowance                   18.63       18.63
                                                         ------      ------

                    Tax provision (benefit)               00.00%      00.00%
                                                         ======      ======

NOTE 6.           CAPITAL STOCK

                  The Company had  originally  5,000 common  shares  authorized,
                  issued and  outstanding  with a par value of $1 per share.  On
                  September 17, 2001, the Articles of Incorporation were amended
                  to  increase  the  number  of  authorized   common  shares  to
                  50,000,000 and to decrease


                                       F-9


<PAGE>



                            RESIDENTIAL RESALES, INC.
                     (F/K/A MEDIA ACQUISITIONS GROUP, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2003



NOTE 6.           CAPITAL STOCK (CONTINUED)

                  the par value to $.001 per  share.  In  addition,  on March 1,
                  2002, the Board of Directors  approved a 150 to 1 stock split.
                  As a result of the stock  split,  the  original  5,000  common
                  shares issued and outstanding with a par value of $1 per share
                  as of the date of inception have been  retroactively  adjusted
                  to 750,000 common shares with a par value of $.001 per share.

                  During March 2002, the Company  offered  250,000 common shares
                  for sale at $.01 per share under Rule 504 of  Regulation  D of
                  the Securities Act of 1933.  Proceeds of the offering  totaled
                  $2,500 for 250,000 common shares.

                  As of April 30, 2003, 3,000,000 common shares were issued and
                  outstanding.

NOTE 7.           RELATED PARTY TRANSACTIONS

                  Due to Stockholder

                  Due to stockholder represents advances made to the Company for
                  working  capital  purposes.  The advances do not bear interest
                  and have no fixed term for repayment.






                                      F-10




<PAGE>