SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

   [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
       of 1934 for the quarterly period ended March 31, 2002.

   [ ] Transition report under Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the transition period from              to             .


         Commission file number:33-24108D


                                TRSG CORPORATION
        (Exact name of small business issuer as specified in its charter)





                DELAWARE                                 87-045382
               ----------                               -----------
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)





            3095 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120
            ---------------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (702) 938-9316
                          -----------------------------
                           (Issuer's telephone number)


     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.

                                    Yes  XX           No
                                        ----             ----


     The number of outstanding  shares of the issuer's common stock,  $0.001 par
value (the only class of voting stock), as of May 15, 2002 was 47,093,731.




<PAGE>






                                TABLE OF CONTENTS

                          PART I- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS..................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............4


                           PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS......................................................6

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.............................6

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................9

SIGNATURES....................................................................10

INDEX TO EXHIBITS.............................................................11











                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]










                                        2

<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.           FINANCIAL STATEMENTS

As used  herein,  the term  "Company"  refers to TRSG  Corporation.,  a Delaware
corporation,  and its subsidiaries and predecessors unless otherwise  indicated.
Consolidated,  unaudited,  condensed  interim financial  statements  including a
balance  sheet for the  Company  as of the  quarter  ended  March  31,  2002 and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance  sheet and the  comparable  period of the  preceding
year are attached hereto as Pages F-1 through F- 14 and are incorporated  herein
by this reference.



















                      [THIS SPACE LEFT BLANK INTENTIONALLY]

















                                        3

<PAGE>






                                TRSG CORPORATION


                              FINANCIAL STATEMENTS


                                 MARCH 31, 2002















                                      F-1



<PAGE>

                                TRSG CORPORATION


                                  - CONTENTS -









                                                                     PAGE NUMBER

Financial Statements:

    Balance Sheet                                                             4

    Statement of Operations                                                   6

    Statement of Changes in Stockholders' Equity (Deficit)                    7

    Statement of Cash Flows                                                   9

    Notes to Financial Statements                                            12









                                       F-2

<PAGE>



                                TRSG CORPORATION
                                  BALANCE SHEET
                                   (UNAUDITED)




                                     ASSETS
<TABLE>
<S>                                                           <C>                <C>

                                                                   MARCH 31,         MARCH 31,
                                                                     2002              2001
                                                               ----------------   --------------

         CURRENT ASSETS:
            Cash and cash equivalents                          $         18,116   $        5,021
            Accounts receivable:
               Trade                                                     42,217           45,594
               Related party                                            861,292          360,264
               Other                                                    215,998           22,888
            Inventories                                                  60,687          215,703
            Prepaid expenses                                                  -           50,085
                                                               ----------------   --------------

                      Total current assets                            1,198,310          699,555

         Property and equipment                                         437,358          430,330
         Less accumulated depreciation and amortization               (334,855)        (283,043)
                                                               ----------------   --------------

                                                                        102,503          147,287

         OTHER ASSETS:
            Goodwill, net of accumulated amortization
               of $177,093 and $94,398, respectively                  1,224,939        1,257,634
            Other                                                        30,060           35,410
                                                               ----------------   --------------

                                                                      1,254,999        1,293,044

                                                               $      2,555,812   $    2,139,886
                                                               ===============    ==============
</TABLE>


    The accompanying notes are an integral part of the financial statements.



                                       F-3

<PAGE>


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<S>                                                                <C>                  <C>

                                                                        MARCH 31,             MARCH 31,
                                                                           2002                2001
                                                                    ----------------     --------------

         CURRENT LIABILITIES:
            Notes payable                                           $        198,158     $      115,000
            Deferred revenue                                                       -             63,203
            Accounts payable:
               Trade                                                         935,389            469,479
               Commissions                                                    84,412             66,833
            Settlement payable                                                     -             40,000
            Accrued expenses                                                  82,204             47,597
                                                                    ----------------     --------------

                       Total current liabilities                           1,300,163             802,112


         STOCKHOLDERS' EQUITY (DEFICIT):
            Preferred stock - $.001 par value
               Authorized - 5,000,000 shares
               No shares issued and outstanding                                    -                   -
            Common stock, - $.001 par value
               Authorized - 200,000,000 shares
               Issued and outstanding -
                  46,693,731 and 17,810,308 shares
                  at March 31, 2002 and
                  March 31, 2001, respectively                                46,694              17,810
            Additional paid-in capital                                     3,655,239           1,720,425
            Accumulated deficit                                          (2,446,284)           (400,461)
                                                                    ----------------     ---------------

                                                                           1,255,649           1,337,774
                                                                    ----------------     ---------------

                                                                    $      2,555,812     $     2,139,886
                                                                    ================     ===============
</TABLE>



    The accompanying notes are an integral part of the financial statements.



                                       F-4

<PAGE>



                                TRSG CORPORATION
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)






<TABLE>
<CAPTION>

                                                                         THREE MONTHS ENDED
                                                                  -----------------------------
                                                                  MARCH 31,             MARCH 31,
                                                                   2002                    2001
                                                              --------------         --------------
<S>                                                          <C>                    <C>

         SALES                                                $      279,944         $      703,797

         COST OF SALES                                               108,341                140,964
                                                              ---------------        --------------

         GROSS PROFIT                                                 171,603               562,833

         SELLING, GENERAL AND
            ADMINISTRATIVE EXPENSES                                   712,678               699,578
                                                              ---------------        --------------

         LOSS FROM OPERATIONS                                       (541,075)             (136,745)

         OTHER INCOME (EXPENSE):
            Loss on sale of A & A Medical Supply co.                 (43,105)                     -
            Interest expense                                          (3,469)               (4,313)
            Gain on settlement                                              -               568,970
            Other                                                       (451)                 4,231
            Abandonment of leasehold improvements                    (26,329)                     -
                                                              ---------------        --------------

                                                                     (73,354)               568,888
                                                              ---------------        --------------

         NET INCOME(LOSS)                                     $     (614,429)        $      432,143
                                                              ===============        ==============

         BASIC EARNINGS (LOSS) PER SHARE                               (.014)        $          .03
                                                              ===============        ==============

         WEIGHTED AVERAGE SHARES OUTSTANDING                       42,767,886            15,295,601
                                                              ===============        ==============
</TABLE>

    The accompanying notes are an integral part of the financial statements.



                                       F-5

<PAGE>



                                TRSG CORPORATION
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)






<TABLE>
<CAPTION>


                                                        THREE MONTHS ENDED MARCH 31, 2001
                                                        ---------------------------------


<S>                                     <C>               <C>                   <C>              <C>                <C>

                                                                                  ADDITIONAL
                                             COMMON                                PAID-IN        ACCUMULATED
                                             SHARES             AMOUNT             CAPITAL          DEFICIT               TOTAL
                                         --------------    ----------------      --------------   -------------      --------------

         BALANCE -January 1, 2001        $    2,368,988    $          2,369      $      200,975   $   (832,604)      $    (629,260)

         Stock issued for cash                  826,500                 826             265,934               -             266,760

         Stock issued for services            1,166,160               1,166              42,834               -              44,000

         Stock issued for acquisition        13,448,660              13,449           1,210,682               -           1,224,131

         Net income                                   -                   -                   -         432,143             432,143
                                         --------------    ----------------      --------------   -------------      --------------

         BALANCE - March 31, 2001        $   17,810,308    $         17,810      $    1,720,425   $   (400,461)      $    1,337,774
                                         ==============    ================      ==============   =============      ==============
</TABLE>
<TABLE>
<CAPTION>


                                                    THREE MONTHS ENDED MARCH 31, 2002
<S>                                     <C>                <C>                   <C>             <C>               <C>

         BALANCE -January 1, 2002        $   24,822,731     $        24,823       $   3,437,660   $ (1,831,855)      $    1,630,628

         Stock issued for services           13,871,000              13,871             225,579               -             239,450

         Stock issued to Gateway
            Distributors, Ltd.                8,000,000               8,000             (8,000)               -                   -

</TABLE>

    The accompanying notes are an integral part of the financial statements.



                                       F-6

<PAGE>

<TABLE>
<S>                                    <C>              <C>                   <C>                  <C>                 <C>


         Net (loss)                                -                   -                  -             (614,429)         (614,429)
                                        ------------     ---------------       ------------         -------------       -----------

         BALANCE - March 31, 2002       $ 46,693,731     $        46,694       $  3,655,239         $ (2,446,284)       $ 1,255,649
                                        ============     ===============       ============         ============        ===========
</TABLE>


























    The accompanying notes are an integral part of the financial statements.



                                       F-7

<PAGE>



                                TRSG CORPORATION
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED
                                                                              ----------------------------
                                                                           MARCH 31,                MARCH 31,
                                                                             2002                     2001
                                                                         ---------------       ----------------
<S>                                                                     <C>                   <C>

         CASH FLOWS FROM OPERATING ACTIVITIES:
            Net income (loss)                                            $     (614,429)       $        432,143
            Adjustments to reconcile net income (loss)
               to net cash from (to) operating activities:
            Loss on disposal of A & A Medical
              Supply co.                                                          43,105                      -
            Loss on abandonment of leasehold
              improvements                                                        26,329                      -
            Net current assets disposed of on disposal
              of A & A Medical Supply Co.                                       (18,201)                      -
            Depreciation and amortization                                         33,717                 33,335
            Stock issued for services                                            239,450                 44,000
            Changes in operating assets and liabilities which increase
               (decrease) cash flow:
               Accounts receivable                                             (128,435)               (15,918)
                      Inventories                                                438,907                (9,992)
               Prepaid expenses                                                        -                 84,993
               Accounts payable                                                (192,187)               (52,948)
               Accrued expenses                                                 (11,059)                 47,597
               Deferred revenue                                                        -              (229,881)
                                                                         ---------------       ----------------

                                                                                 431,626               (98,814)
                                                                         ---------------       ----------------

            Net cash from (to) operating activities                             (182,803)               333,329

         CASH FLOWS FROM INVESTING ACTIVITIES:
            Proceeds from sale of A & A Medical Supply Co.                        50,000                      -
            Capital expenditures                                                       -                (2,000)
            Purchase of TRSG CORPORATION                                               -              (350,000)
            Advances (to) from related party                                      30,665              (360,264)
            Cash received in acquisition                                               -                  2,196
                                                                         ---------------       ----------------

          Net cash to investing activities                                        80,665              (710,068)

         CASH FLOWS FROM FINANCING ACTIVITIES:
            Proceeds from issuance of stock                                            -                266,760
            Proceeds from issuance of debt                                       108,158                115,000
                                                                         ---------------       ----------------

           Net cash from financing activities                                    108,158                381,760
                                                                         ---------------       ----------------

         NET INCREASE (DECREASE)
             IN CASH EQUIVALENTS                                                   6,020                 5,021
</TABLE>


    The accompanying notes are an integral part of the financial statements.



                                       F-8

<PAGE>


<TABLE>
<S>                                                                  <C>              <C>

         CASH AND CASH EQUIVALENTS:
            BALANCE - beginning of period                                  12,096                 -
                                                                      -----------      ------------

            BALANCE - end of period                                   $    18,116      $      5,021
                                                                      ===========      ============
</TABLE>



















    The accompanying notes are an integral part of the financial statements.



                                      F-9

<PAGE>



                                TRSG CORPORATION
                       STATEMENT OF CASH FLOWS - CONTINUED
                                   (UNAUDITED)






                             SUPPLEMENTAL DISCLOSURE

<TABLE>
<CAPTION>


                                                                             THREE MONTHS ENDED
                                                                        ----------------------------
                                                                    MARCH 31,                MARCH 31,
                                                                      2002                   2001
                                                               ----------------       ----------------
<S>                                                           <C>                    <C>


         CASH PAID FOR INTEREST                                $            -         $          3,750
                                                               ================       ================

         CASH PAID FOR TAXES                                   $            -         $              -
                                                               ================       ================


              NONCASH INVESTING AND FINANCING ACTIVITIES

         STOCK ISSUED FOR ACQUISITION                          $             -        $      1,224,131
                                                               ================       ================

         STOCK ISSUED FOR SERVICES                             $        239,450       $         44,000
                                                               ================       ================

</TABLE>










                                      F-10

<PAGE>



                                TRSG CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002


         NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

          The balance  sheet as of March 31, 2002 and the related  statements of
          operations,  changes in stockholders'  equity,  and cash flows for the
          three  months  ended  March 31,  2002 and 2001 are  unaudited.  In the
          opinion  of  management,  the  information  reflects  all  adjustments
          (consisting solely of normal recurring adjustments) that are necessary
          to a fair  presentation  of the financial  statements.  The results of
          operations  for the three months ended March 31, 2002 and 2001 are not
          necessarily  indicative  of the results to be  expected  for the whole
          year.

          Certain amounts in 2001 have been  reclassified to conform to the 2002
          financial statement presentation.


         NOTE 2-   BUSINESS COMBINATION:

          On January 11, 2001,  the Company  obtained  substantially  all of the
          assets and  operations of Gateway  Distributors,  Ltd.  ("Gateway") in
          exchange for 13,448,660 shares of common stock.  Gateway is a publicly
          held  company  and  is  a  distributor  of  vitamin  and   nutritional
          supplements,  health foods,  cleaning and skin care products mainly in
          the United States, Canada, and Japan. As a result of this transaction,
          TRSG Corporation  became a subsidiary of Gateway.  The transaction was
          accounted  for under the  purchase  method of  accounting,  therefore,
          assets and liabilities  were recorded on their fair values at the date
          of acquisition.  Operating results have been included in the Company's
          statement  of  operations  from the date of  acquisition.  The Company
          recorded $350,000 in costs in excess of net assets acquired, which are
          being amortized over 15 years.


         NOTE 3 -   NOTES PAYABLE:

          At March 31, 2002, the Company had $90,000 of notes payable to certain
          individuals.  Both notes  bear  interest  at a fixed rate of 15%,  are
          unsecured and due within one year.


         NOTE 4 -     SETTLEMENT PAYABLE:






                                      F-11

<PAGE>



          On  December  29,  2000,  the  Company  obtained a  settlement  on the
          judgment  against it of  $618,970  for  $50,000.  The  obligation  was
          satisfied  and  resulted  in a gain on  settlement  of $568,970 in the
          current period ended March 31, 2001.
























                                      F-12

<PAGE>



                                TRSG CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                 MARCH 31, 2002




         NOTE 5 -      NOTE PAYABLE - RELATED PARTIES:

          At March  31,  2002,  the  Company  had a  $108,158  note  payable  to
          stockholders.  There is no schedule for  repayments  of these notes at
          March 31, 2002.


         NOTE 6 -    SALE OF A & A MEDICAL SUPPLY CO.:

          On February 1, 2002, the Company sold its medical  supply  division in
          Utah. A summary of the transaction is as follows:

                  Assets sold                                           $619,817
                  Liabilities assumed by buyer                           316,712
                                                                       ---------

                                                                         303,105
                  Sales price - cash to be received over
                     term of agreement                                   260,000
                                                                       ---------

                  Loss on sale of division                             $  43,105
                                                                       =========

               At March 31, 2002, other receivables include
               an amount of $210,000 related to this sale.


         NOTE 5 -  ADDITIONAL FOOTNOTES INCLUDED BY REFERENCE:

          Except as indicated in Notes above,  there have been no other material
          changes in the  information  disclosed  in the notes to the  financial
          statements  included in the Company's Annual Report on Form 10-KSB for
          the year ended  December  31, 2001.  Therefore,  these  footnotes  are
          included by  reference.  In addition,  the  footnotes  for  inventory,
          property and equipment and amortization of Gateway Distributors,  LTD.
          December  31,  2001  10-KSB  should  also  be  referred  to due to the
          acquisition per Note 2.






                                      F-13

<PAGE>



         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULT OF OPERATION

         General

          As used  herein  the term  "Company"  refers to TRSG  Corporation.,  a
          Delaware  corporation,  its subsidiaries and predecessors,  unless the
          context indicates otherwise.  The Company was originally  incorporated
          in the State of Delaware on January 11, 1988.

          On January 11,  2001,  the  Company  issued  13,448,660  shares of its
          common stock to Gateway Distributors, Inc. ("Gateway") in exchange for
          substantially all of the assets and operations of Gateway. As a result
          of this  transaction,  the Company is now a 75.5% owned  subsidiary of
          Gateway.

          The Company's  products are marketed through network  marketing within
          the United States and wholesale  personal  import sales outside of the
          United States.  Network  marketing  enables the Company's  independent
          distributors  in the United  States to earn  profits  by  selling  the
          Company's products to retail consumers.  Distributors may also develop
          their own distributor  downline  organizations by sponsoring others to
          do business in any market where the Company  operates,  entitling  the
          sponsors  to  receive   overrides  or  commissions  (cash  incentives,
          including  royalties  and  bonuses)  on  product  sales  within  their
          downline organizations.

          The Company believes that through special blends,  whole foods such as
          grains and vegetables can be combined to help produce  optimum health.
          Recent studies reveal that prevention  through health maintenance is a
          key to enjoying a healthy lifestyle.  However, health challenges today
          are at an all-time high. The need for proper  nutrition has never been
          greater.  The  Company  markets  whole  food  products  based  on  the
          proposition that pure, natural, unprocessed,  unpreserved,  unsprayed,
          simple,  organic  foods  provide  whole food  nutrition.  The  Company
          believes  that whole food  nutrition is the key,  the answer,  and the
          solution to creating a long  healthy  life.  The health care  products
          that  the  Company   sells  are   intended   to  provide   nutritional
          supplementation  to the product's users. The products are not intended
          to diagnose, treat, cure or prevent any disease.

          As previously  disclosed in the  Company's  Form 10-QSB for the period
          ended June 30, 2001, the Company  entered into an agreement to acquire
          substantially  all of the assets and  business of A&A  Medical  Supply
          Company.  The transaction closed on or about July 1, 2001. On February
          1, 2002, the Company sold substantially all of the assets and business
          originally  acquired  from A&A Medical  Supply  Company (See  Exhibits
          10(vi) through 10(viii) attached hereto) to A and A MEDICAL COMPANY, a
          Nevada Limited Liability Company ("Buyer").  The Buyer has declined to
          provide the Company with financial  information regarding the month of
          January, 2001; and therefore such information is not included in these
          financial statements. Management does not believe that the omission of
          such information  regarding the business  relating to these assets has
          had a material  affect upon the  operating  results of the Company for
          the quarter ended March 31, 2002. Management is continuing its





                                        4

<PAGE>



          endeavors to procure this  information  from the purchaser and intends
          to include such  information  in its  financial  statements  once such
          information is made available to the Company.

         Results of Operations

          Sales for the quarter ended March 31, 2002, were $279,944  compared to
          $703,797  for the  same  period  in  2001.  The  decrease  in sales is
          attributable to the Company's lack of inventory. The lack of inventory
          was the result of the Company's lack of cash.

          Costs of sales were  $108,341 for the quarter ended on March 31, 2002,
          compared to $140,964 for the comparable  period in 2001. Cost of sales
          decreased due to a drop in sales.

          Selling,  general,  and administrative  expenses were $712,687 for the
          quarter ended on March 31, 2001 and $699,578 for the comparable period
          in 2001. Selling,  general, and administrative expenses increased as a
          result of additional  consulting  agreements entered into and paid for
          during the period.

          Net loss was  $614,429  during the  quarter  ended on March 31,  2002,
          compared to net income of $432,143 for the comparable quarter in 2001.
          The  Company's  net loss for the quarter  ended March 31, 2002, is the
          result of the significant drop in sales.

         Liquidity and Capital Resources

          The  Company  had a net working  capital  deficit of $101,853  for the
          quarter ended March 31, 2002, as compared to a $102,557 deficit at the
          end of December 31, 2001.

          Cash flow used in operations  was $182,803 for the quarter ended March
          31, 2002, compared to cash flow provided by operations of $333,329 for
          the comparable period in 2001.

          Cash flow from  investing  activities  for the quarter ended March 31,
          2002 was $80,665,  compared with a negative  cash flow from  investing
          activities of $710,068 for the comparable period in 2001.

          Cash flow  generated  from  financing  activities was $108,158 for the
          quarter  ended  March  31,  2002  as  compared  to  $381,760  for  the
          comparable period in 2001.

          Due to the Company's expected cash flow fluctuations,  the Company may
          experience  occasional  cash  flow  shortages.  To  satisfy  its  cash
          requirements,   including   the  debt   service,   the  Company   must
          periodically  raise funds from external sources.  This may involve the
          Company conducting exempt offerings of its equity securities.








                                        5

<PAGE>



         Impact of Inflation

          The Company  believes that  inflation  has had a negligible  effect on
          operations over the past two years.  The Company  believes that it can
          offset  inflationary  increases  in the cost of  materials  and  labor
          through increased sales and improved operating efficiency.

         Capital Expenditures

          The Company made no material  capital  expenditures  during the period
          covered by this report.

         Income Tax Expense (Benefit)

          The  Company's  income  tax  benefits  may be  limited  to the  losses
          sustained since January 12, 2001 due to the change of management.

         Going Concern

          The  Company's  ability  to  continue  as a going  concern is an issue
          raised as a result of an accumulated deficit of $2,446,284 as of March
          31,  2002.  The  Company's  ability to continue as a going  concern is
          subject  to the  ability  of the  Company  to obtain a profit  and /or
          obtaining the necessary  funding from outside  sources.  Management is
          committed to taking the necessary  steps to ensure the Company remains
          a going concern. Management's plan to address the Company's ability to
          continue as a going concern includes: (1) obtaining additional funding
          from the sale of the Company's  securities;  (2) increasing sales; (3)
          obtaining loans and grants from various financial  institutions  where
          possible.  Although management believes that it will be able to obtain
          the  necessary  funding to allow the Company to remain a going concern
          through the methods  discussed above,  there can be no assurances that
          such methods will prove successful.

                           PART II - OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS

          Cynthia M. Maleski,  Insurance  Commissioner  of the  Commonwealth  of
          Pennsylvania v. Jutland Enterprises,  Inc. - On July 5, 1994, Maleski,
          in her capacity as statutory  liquidator of Corporate  Life  Insurance
          Company, filed an action against the Company in the Commonwealth Court
          of  Pennsylvania  No.  294 M.D.  1994.  That  court  entered a Default
          Judgement  on December  28, 1994  against the Company in the amount of
          $300,000 plus 10% interest from October 8, 1993,  plus attorney's fees
          and costs.  On May 8, 1995, a suit was filed in the Superior  Court of
          New  Jersey,  Somerset  County,  Docket  No.  SOM-L-871-95  seeking to
          enforce the  Pennsylvania  judgement.  On June 7, 1996,  judgement was
          granted by the New  Jersey  Court in the  amount of  $398,884.36  plus
          costs and attorney's fees.





                                        6

<PAGE>


          On December 29, 2001, the plaintiff agreed to accept a cash settlement
          in the sum of $50,000 in complete settlement of the above judgment. On
          March 21,  2001,  the  settlement  agreement  was amended to allow the
          $50,000 to be paid in  installments.  The Company  satisfied this debt
          prior to March 31, 2001.

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a)Exhibits Exhibits required to be attached by Item 601 of Regulation
          S-B are  listed  in the  Index  to  Exhibits  on page 11 of this  Form
          10-QSB, and are incorporated herein by this reference.

         (b)Reports on Form 8-K.
                  (i)      The Company filed a Form 8-K on January 30, 2001,
                           disclosing that as of January 28, 2002, the number of
                           shares outstanding of the registrant's Common Stock,
                           $0.001 par value (the only class of voting stock),
                           was 44,956,231.


                                   SIGNATURES

                  In accordance with the requirements of the Exchange Act, the
         registrant caused this report to be signed on its behalf by the
         undersigned, thereunto duly authorized, this 20 day of May 2002.




         TRSG Corporation


         By:    /s/   Rick Bailey
               ------------------------------------------
                  Rick Bailey
         Its:   President, Chief Executive Officer and
         Director









                                        7

<PAGE>



                                INDEX TO EXHIBITS


 Exhibit          Page             Description

 3(i)              *        Articles of Incorporation of the Company
                            (incorporated herein by reference to the
                            Company's Form S-18 as filed with the
                            Securities and Exchange Commission on
                            December 6, 1988 ).

 3(ii)             *        Bylaws of the Company, as amended
                            (incorporated herein by reference to the
                            Company's Form S-18 as filed with the
                            Securities and Exchange Commission on
                            December 6, 1988).

 4(i)              *        Form of certificate evidencing shares of
                            "Common Stock" in the Company (incorporated
                            herein by reference to from Exhibit 4(a) to
                            the Company's Form S-18 as filed with the
                            Securities and Exchange Commission on
                            December 6, 1988).

 3(iii)            *        Certificate of Amendment of Articles of
                            Incorporation Changing the Company's Name From
                            Jutland Enterprises, Inc. to Professional Wrestling
                            Alliance Corporation and increasing the number of
                            authorized shares of stock dated November 15, 1999.
                            (Incorporated herein by reference to the Company's
                            Form 8-K filed with the Securities and Exchange
                            Commission on December 3, 1999).

 Material Contracts


 10(i)             *        Acquisition Agreement dated October 12, 2000
                            (incorporated herein by reference to the Company's
                            Form 8-K filed with the Securities and Exchange
                            Commission on October 17, 2000) .

 10(ii)            *        Advisory and Consulting Agreement with David Michael
                            LLC, dated January 10, 2001 (incorporated herein by
                            reference to the Company's Form 8-K filed with the
                            Securities and Exchange Commission on October 17,
                            2000).

 10(iii)           *        Addendum to Consulting Agreement, amending original
                            agreement dated October 6, 2000, signed January 9,
                            2001  (incorporated herein by reference to the
                            Company's Form 8-K filed with the Securities and
                            Exchange Commission on October 17, 2000).





                                        8

<PAGE>




 10(iv)            *        Stock Purchase Agreement dated January 24, 2000,
                            between the Company and  Prominent Management
                            Limited ("Prominent"), a British Virgin Islands
                            corporation, wherein the Company agreed to sell five
                            million restricted shares of its $0.001 par value
                            common stock to Prominent at a price equal to forty
                            percent (40%) of the daily market quotation (1/8
                            discount of the bid) of the Corporation's shares on
                            the NASDAQ Electronic Bulletin Board (incorporated
                            herein by reference to the Company's Form 8K dated
                            March 9, 2001).

 10(v)             *        Addendum to Consulting Agreement between TRSG
                            Corporation and Hudson Consulting Group, Inc. dated
                            January 9, 2001.  (incorporated herein by reference
                            to the Company's Form 10-QSB dated May 18, 2001).

 10(vi)            10       Asset Purchase Agreement dated February 1, 2002
                            between TRSG Corporation and A and A Medical
                            Company.

 10(vii)           28       Bill of Sale and Assignment of Assets dated February
                            6, 2002.

 10(viii)          31       Assignment of Contracts dated February 6, 2002.

         * Incorporated by reference from previous filings of the Company, as
noted.
























                                        9

<PAGE>



                                 Exhibit 10(vi)
                            ASSET PURCHASE AGREEMENT

                  This Agreement is made and entered into this 1st day of
         February, 2002, by and between TRSG CORP., a Delaware corporation
         ("Seller"), and A and A MEDICAL COMPANY, a Nevada Limited Liability
         Company ("Buyer"). The parties hereto are collectively and individually
         referred to herein as the "Parties."
                                    RECITALS:
                  WHEREAS, Seller, which is in the business of the network
         marketing of nutritional, health and dietary supplements and products,
         wishes to sell to Buyer its A & A Medical Supply division (sometimes
         referred to hereinafter as "Business");
                  WHEREAS, Buyer desires to acquire certain items of Seller's
         personal property used in the operation of the business and Seller
         desires to sell, transfer and assign same to Buyer;
               WHEREAS, DAVID WEINER ("WEINER") is the principal owner of W-NET,
          INC., a California corporation ("W-NET").  W-NET is the majority owner
          of Buyer;
               WHEREAS,  WEINER is also a  shareholder  of  Seller.  Seller is a
          publicly traded company;
          WHEREAS,  the Parties  represent that Seller  approached and initiated
          with WEINER this transaction;
          WHEREAS,  very  limited  negotiations  took place  between  WEINER and
          Seller as to this transaction,  and in particular the consideration to
          be paid by Buyer was proposed by Seller; and
          WHEREAS,  Seller  is  not  issuing  a  fairness  opinion  as  to  this
          transaction;

               NOW  THEREFORE,  in  consideration  of the  mutual  promises  and
          covenants  herein  contained,  the  Parties,  intending  to be legally
          bound, agree as follows:
               1. Assets to be Conveyed.  On the Closing Date and at the Closing
          Place,  as defined below in Paragraph  26,  Seller will sell,  assign,
          convey,  transfer  and  deliver  to  Buyer,  and Buyer  will  acquire,
          purchase  and accept all of the  following  (hereinafter  collectively
          referred  to as the  "Assets"),  free and clear of all  debts,  liens,
          security  interests,   mortgages,   trusts,  claims,  liabilities  and
          encumbrances,  except as specifically assumed by Buyer:
               (a) All of the tangible  personal  property,  physical assets and
          equipment used or intended to be used in the operation of the Station,
          including  but not  limited  to those  assets  set forth in  Exhibit A
          attached hereto,  except for those items of tangible personal property
          specifically identified as excluded assets on Exhibit A, together with
          any  replacements  thereof or additions  thereto made between the date
          hereof and the Closing Date, less any retirements made in the ordinary
          and usual course of business in  connection  with the  acquisition  of
          similar  property  or assets of  greater or equal  value  (hereinafter
          referred to as the "Personal  Tangible  Assets");
               (b) The contracts, leases and agreements which Buyer has reviewed
          and agreed to assume and which are listed and  described in Exhibit B,
          attached  hereto,  together with such others as Buyer expressly agrees
          in writing to assume at Closing. Buyer will assume and perform all of


                                       10

<PAGE>



          of the executory  obligations of Seller arising after the Closing Date
          under such contracts, leases and agreements assigned to and assumed by
          Buyer hereunder;
               (c)  All  right,  title  and  interest  to any  and  all  rights,
          licenses, permits, authorizations and other intangibles, to the extent
          lawfully transferrable,  which are used, useful or intended to be used
          in the operation of Business;
               (d) All of Seller's cash or prepaid deposits, accounts receivable
          as all are listed on Exhibit B attached hereto ("Balance  Sheet") (the
          supporting  documentation  shall be  provided by Seller to Buyer under
          Exhibit B); and
               (e) Transfer,  conveyance of 750,000 restricted shares ("Shares")
          of Seller's  common  stock to Buyer.  The Shares will be  unrecognized
          under the  provisions  of '144 of the 1934 Act.  The Shares  issued to
          Buyer  will  be  granted  "piggyback"  rights,  in  the  event  Seller
          registers its common stock. The Shares will be issued to Buyer
               2. Excluded  Assets,  Liabilities and Contracts.  Seller shall be
          solely  responsible for, and there shall be no assumption of liability
          by Buyer of, any liabilities,  obligations or commitments of Seller of
          any nature  whatsoever except as expressly set forth in Paragraph 1(c)
          of this Agreement.  Without  limiting the generality of the foregoing,
          Buyer shall not assume or be liable for any liability or obligation of
          Seller  arising  out of (i) any  contract  of  employment,  collective
          bargaining  agreement,   insurance,   pension,  retirement,   deferred
          compensation, incentive bonus or profit sharing plan or trust; or (ii)
          any  litigation,  proceeding or claim of any person or entity relating
          to the business or operation of the Business  prior to and through the
          Closing Date,  whether or not such litigation,  proceeding or claim is
          pending,  threatened or asserted before, on or after the Closing Date.

               3.  Purchase  Price.  The  purchase  price  for the  Assets to be
          conveyed pursuant  -------------- to this Agreement is as follows:
               (a)  The  sum  of One  Hundred  Thousand  Dollars  ($100,000.00),
          payable as follows: Fifty Thousand Dollars ($50,000.00) upon execution
          of this Agreement,  Twenty- Five Thousand Dollars ($25,000.00) fifteen
          (15)days after execution of this Agreement,  and Twenty-Five  Thousand
          Dollars  ($25,000.00)  forty-five  (45) days after  execution  of this
          Agreement.
               (b) Buyer  will issue  twenty  percent  (20%) of Buyer's  Limited
          Liability ownership interests to Seller; and
               (c) Buyer shall make  weekly cash  payments  (each  Friday)  (the
          "Inventory Stream"),  calculated and payable as follows: Commencing on
          date of the Closing,  Buyer shall pay to Seller a sum of $0.25 of each
          dollar of  Inventory  sold  based on the Book  Value of  Inventory  of
          Company (as of Closing), up to the sum of $85,000.00.
               4.  Allocation.  It is agreed between the Parties hereto that the
          purchase  price is being paid for the Assets in the  amounts set forth
          in  Exhibit D,  attached  hereto.  Seller  and Buyer  agree to jointly
          complete and  separately  file Form 8594 with their federal income tax
          returns  for the tax year in  which  the  Closing  Date  occurs,  that
          neither Seller nor Buyer shall take a position on any income, transfer
          or gain tax return,  before any  governmental  agency charged with the
          collection  of any such tax or in any judicial  proceeding  that is in
          any manner


                                       11

<PAGE>



         substantially inconsistent with the terms of any such allocation
         without the written consent of the other.

               5.  Representations,  Warranties and Covenants of Seller.  Seller
          represents, warrants and covenants to Buyer that:
               (a) Organization  and Standing.  Seller on the Closing Date shall
          be a corporation duly organized, validly existing and in good standing
          under  the laws of the  State of  Delaware,  and is  authorized  to do
          business  in the  State  of  Utah  and  has all  necessary  power  and
          authority  to own,  lease and  operate  the Assets and to operate  the
          Business as now being  conducted  and as proposed to be  conducted  by
          Seller between the date hereof and the Closing Date;
               (b) Authorization.  Seller has full right, power and authority to
          enter  into  and  perform   this   Agreement   and  the   transactions
          contemplated  hereby.  All necessary  corporate  action to approve the
          execution,   delivery  and  performance  of  this  Agreement  and  the
          consummation of the transaction  contemplated hereby has been taken by
          Seller,  and this Agreement  constitutes a valid and binding agreement
          of Seller enforceable in accordance with its terms;
               (c) Personal  Property.  All of the Personal  Tangible Assets are
          listed and described in Exhibit A, attached hereto. Seller now has, or
          on the Closing Date shall have, good valid and marketable title to the
          Personal  Tangible  Assets listed and described in Exhibit A, free and
          clear of all mortgages,  liens,  charges,  claims,  pledges,  security
          interests and encumbrances whatsoever, except as assumed by Buyer;
               (d) Insurance.  All of the Personal  Tangible Assets are now, and
          will be through the Closing Date, insured by Seller, including but not
          limited to protection against fire,  casualty,  liability,  vandalism,
          and  burglary  for the full  replacement  value  thereof,  and  Seller
          maintains,  and will maintain  through the Closing Date,  all policies
          currently in effect;
               (e) Condition and Adequacy of Assets.  Seller now owns and on the
          Closing Date will own and  transfer to Buyer the Assets.  The Personal
          Tangible  Assets  are  now  and on the  Closing  Date  will be in good
          operating condition and repair, reasonable wear and tear from ordinary
          use excepted, and are now and on the Closing Date will be adequate and
          suitable  for the  purposes  for  which  they are  presently  used and
          intended to be used.
               (f) Litigation.  No judgment is issued or outstanding against the
          Business.  To the  best of  Seller's  knowledge,  except  for  matters
          affecting  the  Business  generally  or as set  forth  in  Exhibit  E,
          attached  hereto,  presently  and as of the  Closing  Date there is no
          litigation,  action, claim, special assessment,  suit, fine, judgment,
          proceeding  or  investigation   pending  or  outstanding   before  any
          arbitrator, forum, court or governmental body, department or agency of
          any kind,  to which Seller or the Business is a party.  To the best of
          Seller's  knowledge,  no  such  litigation,   action,  claim,  special
          assessment,  suit, fine,  proceeding or investigation is now or on the
          Closing Date shall be  threatened,  which might result in any material
          adverse change in the business,  prospects or financial  conditions of
          the Business.


                                       12

<PAGE>



                    (g)  Contracts.  With  respect to the  Business,  except for
               contracts  listed on Exhibit B, Seller has no existing  contract,
               agreement,  lease, commitment or understanding,  written or oral,
               expressed  or  implied,  not  terminable  upon  thirty (30) days'
               notice or less  without  penalty or  premium,  or which  involves
               payments  or  commitments  in the  aggregate  of  more  than  One
               Thousand Dollars ($1,000).  The contracts,  leases and agreements
               listed in Exhibit B, attached hereto,  are now and on the Closing
               Date shall be in full force and effect and  unimpaired by any act
               of Seller, its employees or agents, and Seller will not modify in
               any significant respect any such contracts, leases and agreements
               without Buyer's written  consent,  which will not be unreasonably
               withheld  or delayed.  Seller  shall  indemnify,  defend and hold
               Buyer  harmless  against  all  claims,  directly  or  indirectly,
               obligations, liabilities, actions, or causes of action, including
               Buyer's  reasonable  attorneys'  fees and costs,  arising  out of
               Seller's  contracts  not listed in Exhibit  B,  attached  hereto.
               Seller is now and on the Closing Date shall be in  compliance  in
               all material respects with the terms and conditions of all of the
               Business's contracts, and shall not be in default thereunder; and
               there is no claim of such breach or default known to Seller.
                    (h) Personnel.
                    (i) As of the Closing Date,  Seller has or will have paid to
               or on behalf of its  employees  all  amounts  due each  employee,
               including,  but not  limited to, all wages and  salaries  earned,
               including commissions,  bonuses, and incentive compensation,  and
               all amounts for  vacation or sick leave,  severance  pay, and all
               taxes thereon, or made proper and adequate  provisions  therefor,
               directly with each employee.  Seller has no employment  contracts
               with persons  employed in the operation of the Business,  nor any
               employee  benefit plan or other fringe  benefits for such persons
               which will survive the Closing. Seller has, in the conduct of the
               affairs of the Business,  complied in all material  respects with
               applicable laws, rules and regulations relating to the employment
               of labor,  including those relating to wages,  hours,  collective
               bargaining,  equal  employment  opportunity,  and the  payment of
               FICA,  FUTA, and similar  federal,  state,  and local  employment
               taxes,  and is not liable for any  arrears of wages or any tax or
               other penalties for failure to comply with any of the foregoing.
                    (ii) Seller has  delivered  to Buyer a schedule of personnel
               and employee  benefits  showing (Exhibit E): (1) the names of all
               persons  currently  on the payroll of Business,  together  with a
               statement  of the amount  paid or payable to each such person for
               such services and the basis thereof;  (2) the bonus  arrangements
               for  all  employees;  (3)  any  other  material  compensation  or
               personnel benefits or policies in effect; and (4) a complete copy
               of each such plan,  benefit and policy.  Seller and  Business are
               not now  and on the  Closing  Date  will  not be a  party  to any
               pension or profit-sharing plan or collective  bargaining or other
               employee or labor  agreement for which Buyer will be obligated on
               or after the Closing  Date.  To the best of  Seller's  knowledge,
               none of the  Business's  employees  is now or on the Closing Date
               will be  represented  by any labor union and there is not now and
               on the  Closing  Date  will  not be any  labor  strike  or  other
               employee  or labor  controversy  or dispute  pending  (including,
               without  limitation,  any  organization  drive)  or,  to the best
               knowledge of Seller,  threatened  which may affect the operations
               of employees of Business;


                                       13

<PAGE>



                    (i) Absence of  Restrictions.  The  execution,  delivery and
               performance  of this Agreement and the  transaction  contemplated
               hereby  by Seller do not and on the  Closing  Date will not:  (i)
               require  the  consent of any third  party,  except the  contracts
               being  assumed by Buyer;  (ii) violate any material  provision of
               law  applicable  to  Seller  or  conflict  with,  result  in  the
               termination or breach of any term,  condition of provision of, or
               constitute  a default  under,  the Articles of  Incorporation  or
               By-Laws of Seller, or of any contract,  lease, agreement or other
               instrument  or  condition  to which Seller is a party or to which
               the Assets are  subject,  or result in the  creation of any lien,
               charge, claim, pledge, security interest or encumbrance on any of
               the  Assets;  or (iii)  cause or  result  in the  advancement  or
               acceleration  of maturity of any  liability  of the Seller or the
               alteration  or  modification  to the  detriment  of  Buyer of the
               terms, conditions or provisions of any contract,  lease agreement
               or other  instrument  or condition by which Seller is bound or to
               which any of the Assets are subject;
                    (j) Bankruptcy.  No insolvency proceedings of any character,
               including   without   limitation   bankruptcy,    reorganization,
               composition  or   arrangement   with   creditors,   voluntary  or
               involuntary,  affecting Seller or any of the Assets,  are pending
               or  threatened,  and Seller has not made any  assignment  for the
               benefit of creditors nor taken any action in  contemplation of or
               which  would  constitute  the basis for the  institution  of such
               insolvency proceedings.
                    (k)  Disclosure.  Seller  has made  full  disclosure  of all
               material  events and facts  pertaining  to the  operation  of the
               Business of which it has knowledge,  including but not limited to
               any material  events and facts  pertaining  to the  operation and
               business  of  the  Business   about  which  Buyer  has  requested
               information.  No covenant,  representation  or warranty by Seller
               and no written statement,  certificate or exhibit furnished or to
               be furnished by Seller  pursuant hereto or in connection with the
               transactions contemplated hereby contains any untrue statement of
               a material  fact or omits or will omit to state any material fact
               necessary to make the statement  contained therein not misleading
               and to provide Buyer with complete and accurate information as to
               the Business. Moreover, no material facts of any kind which might
               affect the licenses, leases and agreements or any other assets to
               be acquired, have been withheld by Seller.
                    (l) Environmental  Matters.  Without limiting the generality
               of any other  representation  contained  herein,  (i) to the best
               knowledge of Seller no solid waste or other  substances  known or
               suspected  to  cause  a  threat  to  health  or  the  environment
               ("Hazards")  or "hazardous  substances"  (as defined  below) have
               been  disposed of or otherwise  released or are present on, over,
               beneath, in or upon any property occupied by Seller in connection
               with the operation of the Business;  (ii) to the best of Seller's
               knowledge,  no  present  or prior use by Seller of the  Business,
               violates any "Environmental  Laws" as defined below; (iii) to the
               best  knowledge  of Seller there are no on-site  locations  where
               hazardous  substances,  including such substances as asbestos and
               Polychlorinated  Biphenals  (PCBs),  solid wastes or Hazards from
               the Business have been stored, treated,  recycled or disposed of;
               (iv)  there  has  been no  litigation  brought  or,  to the  best
               knowledge of Seller, threatened, and no settlement reached, by or
               with any parties  alleging  the  presence,  disposal,  release or
               threatened release of any  hazardous substances, solid wastes or


                                       14

<PAGE>



          Hazards from the use or operation of the Business; and (v) to the best
          knowledge  of Seller no  portion  of the  Business  has been used as a
          landfill.  The terms "hazardous  substance,"  "release," "solid waste"
          and "disposal" (or "disposed")  each shall have the broadest  meanings
          specified in any of the  Environmental  Laws. The term  "Environmental
          Laws"  shall  include any and all  federal,  state and local laws that
          relate to or impose  liability  or  standards  of  conduct  concerning
          public  or  occupational  health  and  safety  or  protection  of  the
          environment,  as now or  hereinafter  in  effect,  and as have been or
          hereafter may be amended or reauthorized, including without limitation
          the Comprehensive  Environmental Response,  Compensation and Liability
          Act (42 U.S.C. 9601, et seq.); the Hazardous Materials  Transportation
          Act (42 U.S.C. 1802, et seq.); the Resources Conservation and Recovery
          Action (42 U.S.C.  6901, et seq.); the Federal Water Pollution Control
          Action (33 U.S.C.  1251, et seq.); the Toxic Substances Control Action
          (15  U.S.C.  2601,  et seq.);  the Clean Air Act (42 U.S.C.  7901,  et
          seq.);  the  National  Environmental  Policy Act (42 U.S.C.  4231,  et
          seq.);  the Refuse Act (33 U.S.C.  407,  et seq.);  the Safe  Drinking
          Water Act (42 U.S.C.  300(f),  et seq.); the  Occupational  Safety and
          Health  Act (29 U.S.C.  651,  et seq.);  and all  rules,  regulations,
          codes,  ordinances  and guidance  documents  promulgated  or published
          thereunder,  and the provisions of any licenses,  permits,  orders and
          decrees issued pursuant to any of the foregoing.
                    (m) Financial Statements.  The balance sheets of Business as
               of December 31, 2001 and related  statements  of  operations  and
               cash  flows for the  fiscal  year then  ended and (the  "Year-End
               Financial  Statements")  (Exhibit  C) and the  balance  sheet and
               related statements of operations,  are accurate.  The most recent
               balance  sheet so  described is referred to herein as the "Latest
               Balance  Sheet."  Except  as  disclosed  therein,  the  aforesaid
               financial  statements  (i) are in  accordance  with the books and
               records of the Buyer and have been  prepared in  conformity  with
               generally accepted accounting  principles  ("GAAP")  consistently
               applied for all periods,  and (ii) fairly  present the  financial
               position of Business as of the respective dates thereof,  and the
               results  of  operations,  changes  in  shareholders'  equity  and
               changes  in  cash  flow  for  the  periods  then  ended,  all  in
               accordance with GAAP consistently applied for all periods.
                    (n)  Loss  Contingencies;   Other  Non-Accrued  Liabilities.
               Except as  described  in the notes to the Latest  Balance  Sheet,
               Business does not have (i) any Loss Contingencies (as hereinafter
               defined)  which are not required by GAAP to be accrued;  (ii) any
               Loss  Contingencies  involving an unasserted  claim or assessment
               which  are  not  required  by GAAP to be  disclosed  because  the
               potential claimants have not manifested to the Buyer an awareness
               of a possible  claim or  assessment;  or (iii) any  categories of
               known   liabilities  or  obligations   (other  than   non-pension
               post-retirement  medical  care,  dental care,  life  insurance or
               other benefits) which are not required by GAAP to be accrued. For
               purposes  of this  Agreement,  "Loss  Contingency"  shall mean an
               existing condition,  situation, or set of circumstances involving
               uncertainty  as to possible  charges  against  income,  including
               those  charges   commonly   referred  to  as  "expenses,"  to  an
               enterprise  that will  ultimately  be  resolved  when one or more
               future events occur or fail to occur.


                                       15

<PAGE>



                    (o) Absence of Certain Changes. Since the date of the Latest
               Balance  Sheet,  the Buyer has owned  and  operated  its  assets,
               properties and businesses in the ordinary  course of business and
               consistent with past practice; without limiting the generality of
               the  foregoing,  the  Seller has not,  subject  to the  aforesaid
               exceptions,
                    (i) Suffered any adverse change in its condition  (financial
               or otherwise), working capital, assets, properties,  liabilities,
               obligations,  reserves, businesses,  prospects, goodwill or going
               concern  value or  experienced  any  event or  failed to take any
               action  which  reasonably  could be expected to result in such an
               adverse change;
                    (ii)  Suffered  any  loss,  damage,   destruction  or  other
               casualty (whether
         or not covered by insurance) or suffered any loss of officers,
         employees, dealers, distributors, independent contractors, customers,
         or suppliers or other favorable business relationships;
                    (iii)  Declared,  set aside,  made or paid any  dividend  or
               other  distribution in respect of its capital stock; or purchased
               or redeemed any shares of its capital stock;
                    (iv) Issued or sold any shares of its capital stock,  or any
               options,  warrants,  conversion,  exchange  or  other  rights  to
               purchase or acquire any such shares or any securities convertible
               into or exchangeable for such shares;
                    (v) Incurred any indebtedness for borrowed money;

                    (vi) Mortgaged,  pledged,  or subjected to any lien,  lease,
               security  interest  or other  charge  or  encumbrance  any of its
               properties or assets,  tangible or intangible;  (vii) Acquired or
               disposed  of any  assets or  properties,  except in the  ordinary
               course of business;
                    (viii)  Forgiven or canceled any debts or claims,  or waived
               any rights;  (ix) Granted to any officer or salaried  employee or
               any other  employees any increase in  compensation in any form or
               paid any severance or termination pay;

                    (x) Entered into any commitment for capital expenditures for
               additions to plant, property or equipment; or

                    (xi) Agreed,  whether in writing or  otherwise,  to take any
               action described in this subsection.
                    (p) Tax Matters.
                    (i) Tax Returns.  Business has duly and timely filed all tax
               information reports, returns and related documents required to be
               filed by it with respect to the income- type,  sales/use-type and
               employment-related  taxes of the United States and the states and
               other jurisdictions. Business has duly and timely filed all other
               tax  and  information  reports,  returns  and  related  documents
               required to by filed by it with any Authority,  including without
               limitation  all returns and reports of income,  franchise,  gross
               receipts,  sales,  use,  occupation,   employment,   withholding,
               excise,  transfer,  real and  personal  property and other taxes,
               charges and levies (collectively, the "Tax Returns") and has duly
               paid, or made adequate  provisions for the due and timely payment
               of all such taxes and other charges, including without limitation
               interest, penalties, assessments and deficiencies, due or claimed
               to be due from them by any such Authorities; the reserves for all
               of such taxes and other charges  reflected in the Latest  Balance
               Sheet are  adequate;  and  there  are no liens for such  taxes or
               other charges upon any property or assets of Business.


                                       16

<PAGE>



          There is no material  omission,  deficiency,  error,  misstatement  or
          misrepresentation, whether innocent, intentional or fraudulent, in any
          Tax Return  filed by Business for any period.  The federal  income tax
          returns of Business have been examined by the Internal Revenue Service
          and, except to the extent shown therein, all deficiencies  asserted as
          a result of such examinations have been paid or finally settled and no
          issue has been  raised by the  Internal  Revenue  Service  in any such
          examination  which, by application of similar  principles,  reasonably
          could be  expected  to result in a proposed  deficiency  for any other
          period not so examined.  All  deficiencies  and assessments  resulting
          from  examination of the Tax Returns of Business have been paid. There
          are no  outstanding  agreements  or waivers  extending  the  statutory
          period of limitation applicable to any Tax Return for any period.
                    (ii) Cooperation on Tax Matters.  The Seller and Buyer shall
               cooperate fully, as and to the extent reasonably requested by the
               other party, in connection with the filing of Tax Returns and any
               audit, litigation or other proceeding with respect to taxes. Such
               cooperation  shall  include  the  retention  and  (upon the other
               party's  request) the provision of records and information  which
               are  reasonably  relevant to any such audit,  litigation or other
               proceeding   and  making   employees   available  on  a  mutually
               convenient   basis  to   provide   additional   information   and
               explanation on any material provided hereunder.
                    6. Buyer's Representations and Warranties.  Buyer represents
               and warrants to Seller that:
                  (a)  Organization  and  Standing.  Buyer  is now  and on the
               Closing Date will be a limited  liability company duly organized,
               validly existing and in good standing under the laws of the State
               of Nevada;
                    (b)  Authorization.  All  necessary  action to  approve  the
               execution,  delivery and  performance  of this  Agreement and the
               consummation  of the  transactions  contemplated  hereby has been
               taken  by  Buyer,  and this  Agreement  constitutes  a valid  and
               binding  agreement of Buyer  enforceable  in accordance  with its
               terms;

                    (c) Absence of Restrictions. No unwaived contract, agreement
               or other  instrument  or condition  exists or on the Closing Date
               will exist which  restricts,  limits or in any manner  materially
               adversely   affects   any  aspect  of  this   Agreement   or  the
               transactions  contemplated  hereby.  The execution,  delivery and
               performance of this Agreement and the  transactions  contemplated
               hereby by Buyer do not,  and will not at Closing  Date,  conflict
               with  or  result  in the  termination  or  breach  of any  terms,
               condition or  provisions  of, or  constitute a default  under the
               certificate of incorporation, or any contract, lease agreement or
               other instrument or condition by which Buyer is bound; and

                    (d)  Litigation.  There  is  no  litigation,  proceeding  or
               governmental  investigation  pending  and no  other  judicial  or
               administrative   proceedings  which  would  materially  adversely
               affect  Buyer's  power,  authority  or ability to enter into this
               Agreement and to carry out the transactions  contemplated hereby,
               nor any circumstances which might give rise to such proceedings.

                    7.  Conditions   Precedent  to  Buyer's   Obligations.   The
               obligation of Buyer to consummate the transactions contemplated



                                       17

<PAGE>



          hereby is, at Buyer's option,  subject to the fulfillment prior to and
          at the Closing Date of each of the following conditions:
                    (a) Representations and Warranties.  The representations and
               warranties  of  Seller  contained  in  this  Agreement  or in any
               statement,  exhibit or other document  delivered pursuant to this
               Agreement  or in  connection  with the  transaction  contemplated
               hereby shall be true and correct in all material  respects on and
               as of  the  Closing  Date  as  though  such  representations  and
               warranties were made at and as of such time;
                    (b) Performance.  Seller shall have in all material respects
               performed  and  complied  with  all  covenants,   agreements  and
               conditions required by this Agreement to be performed or complied
               with by it prior to and on the Closing Date;
                    (c) No  Adverse  Change.  Between  the date  hereof  and the
               Closing  Date,  there  shall not have been any  material  adverse
               change in the Assets or the  operations or financial  position of
               the Business  (excluding loss of personnel and advertising  sales
               for air time on the Business),  which would include the fact that
               there has not been any action in contemplation of, or which would
               constitute  the  basis  for,  the  institution  of an  insolvency
               proceeding of any character;
                    (d) Actions.  No action, suit or proceeding before any court
               or  any  governmental   body  or  authority   pertaining  to  the
               transactions  contemplated by this Agreement or its  consummation
               shall have been instituted or threatened on or before the Closing
               Date; and
                    (e)  Documentation.  All of the requirements of Paragraph 12
               have been met.
                    8.  Conditions  Precedent  to  Seller's   Obligations.   The
               obligation of Seller to consummate the transactions  contemplated
               hereby is subject to the fulfillment  prior to and on the Closing
               Date of each of the following conditions:
                    (a) Representations and Warranties.  The representations and
               warranties  of  Buyer  contained  in  this  Agreement  or in  any
               statement,  certificate,  exhibit  or  other  document  delivered
               pursuant to this Agreement or in connection  with the transaction
               contemplated  hereby  shall be true and  correct in all  material
               respects  at  and  as  of  the   Closing   Date  as  though  such
               representation and warranties were made at and as of such time;
                    (b) Performance.  Buyer shall have in all material  respects
               performed  and  complied  with  all  covenants,   agreements  and
               conditions required by this Agreement to be performed or complied
               with by it prior to and at the Closing Date;

                    (c) Actions.  No action, suit or proceeding before any court
               or any  governmental  body or authority  which relates to Buyer's
               qualifications  and which would be  materially  adverse to Seller
               under this Agreement and the consummation of this Agreement shall
               have been instituted or threatened on or before the Closing Date;
               and
                    (d)  Documentation.  All of the requirements of Paragraph 13
               have been met.
                    9.  Indemnification  by  Seller.  (a) It is  understood  and
               agreed that Buyer does not assume, and shall not be obligated to


                                       18

<PAGE>



          pay,  any  liability  of Seller  under the terms of this  Agreement or
          otherwise,  and shall not be obligated to perform any  obligations  of
          Seller of any kind or manner,  except by reason of contracts expressly
          assumed by Buyer hereunder,  and with respect to such contracts,  only
          such  obligations  which arise  subsequent  to the Closing Date, or as
          herein  provided.  For a period of one (1) year following the Closing,
          Seller hereby agrees to indemnify,  defend and hold harmless Buyer and
          WEINER,  and its successors and assigns,  from and against,  and shall
          reimburse them for:
                    (i) Any and all claims, demands,  liabilities,  obligations,
               actions,  suits,  proceedings,  losses, damages, costs, expenses,
               assessments,  judgments,  recoveries and deficiencies,  including
               interest,  penalties and reasonable attorneys' fees and expenses,
               of  any  kind  and  description,  contingent  or  otherwise  (the
               foregoing  hereinafter  collectively  referred to as  "Damages"),
               occasioned  by, arising out of or resulting from the operation of
               the Business  prior to the Closing under any contract,  agreement
               or lease assumed by Buyer  hereunder or otherwise,  and any claim
               relating to the issuance of the Shares to Buyer  pursuant to this
               Agreement.
                    (ii) Any and all Damages  occasioned  by,  arising out of or
               resulting  from any  misrepresentation,  breach  of  warranty  or
               nonfulfillment  of any covenant,  or default or nonfulfillment of
               any agreement on the part of Seller under this Agreement, or from
               any   certificate,   agreement,   appendix,   schedule  or  other
               instrument  furnished to Buyer  pursuant to this  Agreement or in
               connection with any of the transactions contemplated hereby.
                    (b) Buyer shall notify Seller in writing  within thirty (30)
               days of the  occurrence of any event,  or of its discovery of any
               facts,  which in the opinion of its counsel  would entitle or may
               entitle it to  indemnification  under this Paragraph 9; provided,
               however, that failure to give such notice within such thirty (30)
               day period  shall not affect the  liability  of Seller under this
               Paragraph 9 unless the  failure to give such  notice  within such
               time  period  adversely  affects  to a material  degree  Seller's
               ability to defend itself  against a claim of Buyer or to cure the
               default giving rise to the claim for  indemnification  on account
               thereof.  With respect to threatened or asserted  claims of third
               parties,  Seller shall  promptly  defend such claim by counsel of
               its own choosing;
                    (c) If Seller,  within  reasonable  time  after  notice of a
               claim,  fails  to  defend  Buyer,  Buyer  shall  be  entitled  to
               undertake the defense,  compromise or settlement of such claim at
               the expense of and for the  account and risks of Seller,  subject
               to the right of Seller to assume the defense of such claim at any
               time prior to the settlement,  compromise or final  determination
               thereof;
                    (d)    Anything   in   this    section   to   the   contrary
               notwithstanding,  (i) if there is a reasonable probability that a
               claim may materially and adversely affect Buyer,  Buyer will have
               the right, at its own cost and expense, to defend,  compromise or
               settle such claim;  and (ii)  Seller  will not,  without  Buyer's
               written consent, settle or compromise any claim or consent to any
               entry of judgment which does not include as an unconditional term
               thereof the giving by the claimant or the plaintiff to Buyer of a
               release from all liability in respect to such claim; and


                                       19

<PAGE>



                    (e) This  indemnity is intended by Seller to cover all acts,
               suits, proceedings,  claims, demands,  assessments,  adjustments,
               interest,  penalties,  costs,  and expenses  (including,  without
               limitation,   reasonable  fees  and  disbursements  of  counsel),
               arising  within said one (1) year  following the Closing  whether
               suit is  instituted  or not and,  if  instituted,  whether at the
               trial or  appellate  level,  with  respect  to any and all of the
               specific matters set forth in this indemnity.
                    10. Indemnification by Buyer.
                    (a) For a period  of one (1)  year  following  the  Closing,
               Buyer  herewith  agrees  to  indemnify  and hold  Seller  and its
               successors and assigns harmless against:
                    (i) Any and all claims, demands,  liabilities,  obligations,
               actions,  suits,  proceedings,  losses, damages, costs, expenses,
               assessments,  judgments,  recoveries and deficiencies,  including
               interest,  penalties, and reasonable attorneys' fees, of any kind
               and   description,   contingent  or  otherwise   (the   foregoing
               hereinafter  collectively  referred to as "Damages"),  occasioned
               by,  arising  out  of or  resulting  from  the  operation  of the
               Business subsequent to the Closing under any lease,  contract, or
               agreement   assumed  by  Buyer  hereunder  or  otherwise.   (This
               paragraph  shall  not  apply to any acts of  Seller  or  Seller's
               representatives; i.e., Buyer shall not indemnify Seller from such
               acts.)
                    (ii) Any and all Damages  occasioned  by,  arising out of or
               resulting  from any  misrepresentation,  breach of  warranty,  or
               nonfulfillment  of any covenant,  or default or nonfulfillment of
               any agreement on the part of Buyer under this Agreement,  or from
               any   certificate,   agreement,   appendix,   schedule  or  other
               instrument  furnished to Seller  pursuant to this Agreement or in
               connection with any of the transactions contemplated hereby.
                    (b) Seller shall notify Buyer in writing, within thirty (30)
               days of the  occurrence of any event,  or of the discovery of any
               facts, which in the opinion of counsel entitles or may entitle it
               to  indemnification  under this Paragraph 10; provided,  however,
               that  failure to give such  notice  within  such  thirty (30) day
               period  shall  not  affect  the  liability  of Buyer  under  this
               Paragraph  10 unless the failure to give such notice  within such
               time  period  adversely  affects  to a  material  degree  Buyer's
               ability to defend itself against a claim of Seller or to cure the
               default giving rise to the claim for  indemnification  on account
               thereof.  With respect to threatened or asserted  claims of third
               parties, Buyer shall promptly defend such claim by counsel of its
               own choosing;
                    (c) If Buyer within a reasonable  time after notice of claim
               fails to defend Seller, Seller shall be entitled to undertake the
               defense, compromise or settlement of such claim at the expense of
               and for the  account  and risk of Buyer,  subject to the right of
               Buyer to assume  the  defense  of such claim at any time prior to
               the settlement, compromise or final determination thereof;
                    (d)    Anything   in   this    section   to   the   contrary
               notwithstanding,  (i) if there is a reasonable probability that a
               claim may  materially and adversely  affect  Seller,  Seller will
               have the right, at its own cost and expense, to defend such claim
               but not to compromise or settle such claim without  Buyer's prior
               written  consent;  and (ii)  Buyer  will  not,  without  Seller's
               written consent, settle or compromise any claim or consent to any
               entry of judgment which does not include as an unconditional term


                                       20

<PAGE>



          thereof  the giving by the  claimant or the  plaintiff  to Seller of a
          release from all liability in respect of such claim; and
                    (e)    Anything   in   this    section   to   the   contrary
               notwithstanding,  (i) if there is a reasonable probability that a
               claim may materially and adversely affect Buyer,  Buyer will have
               the right, at its own cost and expense,  to defend such claim but
               not to  compromise or settle such claim  without  Seller's  prior
               written  consent;  and (ii)  Seller  will  not,  without  Buyer's
               written consent, settle or compromise any claim or consent to any
               entry of judgment which does not include as an unconditional term
               thereof the giving by the claimant or the plaintiff to Buyer of a
               release from all liability in respect of such claim.
                    11. Bulk Sales Law. Buyer hereby waives compliance by Seller
               with the  provisions  of the Utah Bulk Sales Law, if  applicable,
               and Seller  warrants and agrees to pay and discharge when due all
               claims of  creditors  which  could be asserted  against  Buyer by
               reason of such  noncompliance to the extent that such liabilities
               arise  before the  Closing  and are not  specifically  assumed by
               Buyer under this Agreement,  and agrees to protect,  defend, save
               harmless  and  indemnify  Buyer from and against any and all such
               claims  and  demands  pursuant  to the  procedures  set  forth in
               Paragraph 9 hereof which shall apply thereto in all respects.
                    12. Seller's  Performance at Closing. On the Closing Date at
               the Closing  Place,  Seller shall execute and deliver or cause to
               be  delivered  to  Buyer,   in  form  and  substance   reasonably
               satisfactory to Buyer and its counsel:
                    (a) A Bill of Sale  conveying  to Buyer all of the  Personal
               Tangible Assets to be acquired by Buyer hereunder;
                    (b) An assignment  assigning to Buyer the contracts,  leases
               and agreements to be assigned to Buyer  hereunder,  together with
               necessary  consents  thereto  and  the  original  copies  of said
               contracts, agreements, leases and consents;
                    (c) A certificate  of an officer of Seller stating that: (i)
               all  representations,  warranties  and covenants of Seller as set
               forth in this Agreement and in the other instruments delivered by
               Seller  are true and  correct  as of the  Closing  Date;  or (ii)
               Seller has, in all material respects, performed and complied with
               all  covenants,   agreements  and  conditions  required  by  this
               Agreement to be performed or complied  with by Seller at or prior
               to the Closing Date;
                    (d) A  share  certificate  representing  750,000  Shares  in
               Seller with ownership in the name of Buyer;
                    (e) Copies of the files and records referred to in Paragraph
               1(e) hereof; and
                    (f) Such other assignments,  bills of sale or instruments of
               conveyance,  certificates  of  officers  and other  documents  as
               reasonably may be requested by Buyer to consummate this Agreement
               and the transactions contemplated thereby.
                    13. Buyer's  Performance at Closing.  On the Closing Date at
               the Closing Place, Buyer shall execute and deliver or cause to be
               delivered to Seller, in form and substance


                                       21

<PAGE>



         reasonably satisfactory to Seller and its counsel:
                    (a) The  purchase  price as set forth in  Paragraph 3 hereof
               payable by bank  cashier's  check,  certified  check,  or by wire
               transfer;
                    (b) Such other  documents as reasonably  may be requested by
               Seller  to  consummate   this  Agreement  and  the   transactions
               contemplated hereby.
                    14. Survival of Covenants,  Representations  and Warranties.
               All  representations  and  warranties of the Seller  contained in
               this   Agreement    shall   survive   the   Closing   Date.   The
               representations  and  warranties  of Buyer  shall not survive the
               Closing  Date.  In no event  will Buyer  have any  liability  for
               compensation payments,  benefits, accrued vacation obligations or
               any other  obligations of Seller to its employees with respect to
               any period ending on or prior to the Closing Date, whether or not
               any of such employees shall be retained by Buyer.
                    15.  Finders,  Consultants  and Brokers.  The Parties hereto
               hereby  represent  and warrant to one  another  that there are no
               brokers or finders involved in this transaction.
                    16. Restrictive Covenants.
                    (a) Post-Closing  Confidentiality.  The Seller  acknowledges
               intent  to  fully  and  effectively   convey  to  the  Buyer  all
               proprietary rights, including the Intellectual Property Rights of
               Business,  to  be  transferred  to  the  Buyer  pursuant  hereto.
               Accordingly,  the Seller shall at all times keep confidential and
               shall not disclose to others any  proprietary  rights,  including
               the Intellectual  Property Rights, and shall not use or permit to
               be used  any  proprietary  rights  or any  Intellectual  Property
               Rights for any purpose other than the  performance of obligations
               to the Buyer.
                    (b) Non-Diversion.  Until the second anniversary of the date
               of Closing, the Seller shall not take advantage of, or attempt to
               take   advantage   of,  any  actual  or  potential   business  or
               opportunities  of Seller  of which  Seller  becomes  aware as the
               result of its affiliation  with the Business or its  relationship
               with the  Buyer and which  relate  specifically  to A & A Medical
               Supply, or any part thereof.

                    (c)  Non-Recruitment.  Until the second  anniversary  of the
               date of  Closing,  the Seller  shall not hire away,  or cause any
               other person to hire away,  any employee of or  consultant to the
               Buyer (including, without limitation, persons employed or engaged
               by the Buyer  before the date of this  Agreement,  or directly or
               indirectly  entice or solicit or seek to include or influence any
               of such  employees or  consultants  to leave their  employment or
               engagement with the Seller,  without the prior written consent of
               the Seller,  which may be withheld in the sole  discretion of the
               Buyer.

                    (d) Remedies.  The covenants  contained in this Paragraph 16
               impose  a  reasonable  restraint  on the  Seller  in light of the
               activities and business of the Buyer and future plans.

                    (e)  Severability  and  Modification  of  Any  Unenforceable
               Covenant.  Each of the  Restrictive  Covenants  will be read  and
               interpreted  with  every   reasonable   inference  given  to  its
               enforceability.  However, if any term,  provision or condition of
               the Restrictive  Covenants is held by a court or arbitrator to be
               invalid,  void or unenforceable,  the remainder of the provisions
               thereof shall remain in full force and effect and shall in no way
               be affected,


                                       22

<PAGE>



               impaired  or  invalidated.   If  a  court  or  arbitrator  should
               determine  any of the  Restrictive  Covenants  are  unenforceable
               because of overbreadth, then the court or arbitrator shall modify
               such covenant so as to make it  enforceable to the fullest extent
               the court or arbitrator  deems  reasonable and enforceable  under
               the prevailing circumstances.

                    17.  Notices.  Any notice or other  communication  hereunder
               must be given in writing and either (a) delivered in person,  (b)
               transmitted  by telex,  telefax or telecopy  mechanism,  provided
               that any  notice so given is also  mailed as  provided  in clause
               (c), or (c) mailed,  postage prepaid,  receipt requested,  to the
               addresses  set forth  below or to such  other  address or to such
               other persons as either party shall have last  designated by such
               notice  to  the   other   party.   Each  such   notice  or  other
               communication    shall   be    effective    (i)   if   given   by
               telecommunication,  when transmitted to the applicable number and
               an  appropriate  answer back is received,  (ii) if given by mail,
               three days after such  communication  is  deposited  in the mails
               with first class  postage  prepaid,  addressed as  aforesaid,  or
               (iii) if given by any other means, when actually received at such
               address.

                  If to Seller:           David Weiner
                                           A and A Medical
                                           13743 Ventura Boulevard, #200
                                           Sherman Oaks, CA 91423


                  With a copy to:          Gary N. Schwartz, Esq.
                                           NARVID SCOTT SCHWARTZ & FRANGIE LLP
                                           15060 Ventura Boulevard, Suite 490
                                           Sherman Oaks, CA 91403
                                           Fax:  (818) 907-9896


                  If to Buyer:             Rick Bailey
                                             500 E. Cheyenne Avenue
                                             North Las Vegas, NV 89030
                                             Fax:  (702) 642-4991






                                       23

<PAGE>


               or any such other  addresses as the Parties may from time to time
               designate in writing.
                    18.  Confidentiality.  The  Parties  agree to use their best
               efforts to keep confidential any and all information furnished to
               either of them by a party in the course of the  negotiations  and
               the   business,   technical  and  legal   reviews,   except  such
               information  as may be  available  to the  public or to the other
               party   from   another   source  not  under  an   obligation   of
               confidentiality. In this regard, the Parties agree to execute and
               be bound by such written  confidentiality  agreements as shall be
               reasonably requested by either party.
                    19. Other  Documents.  The Parties shall execute and deliver
               on a timely  basis all such further and  additional  documents as
               shall be convenient, necessary or desirable to the implementation
               and consummations of this Agreement.
                    20.  Waiver.  No waiver by a party of any  provision of this
               Agreement  shall be considered a waiver of any other provision or
               any  subsequent  breach  of  the  same  or any  other  provision,
               including the time for  performance  of any such  provision.  The
               exercise by a party of any remedy  provided in this  Agreement or
               at law shall not prevent the  exercise by that party of any other
               remedy provided in this Agreement or at law.
                    21.  Business's  Employees.  Buyer shall have the right, but
               not the  obligation,  to  retain  any and  all  employees  of the
               Seller.
                    22. Exhibits.  All exhibits attached to this Agreement shall
               be deemed part of this Agreement and incorporated  herein,  where
               applicable, as if fully set forth therein.


                                       24

<PAGE>



                    23 Governing Law. This  Agreement  shall be governed by, and
               construed and enforced in accordance  with, the laws of the State
               of California.
                    24 Entire Agreement. This Agreement,  including the attached
               exhibits and  agreements,  shall  constitute  the full and entire
               understanding  of the Parties with respect to the subject  matter
               hereof,  and any prior agreement or understanding  concerning the
               same is hereby  terminated and canceled in its entirety and is of
               no further force and effect.
                    25 Attorneys' Fees for Actions Under This Agreement.  If any
               suit,  action or  proceeding is commenced by either party to this
               Agreement against the other to obtain any relief by reason of any
               alleged breach of the representations, warranties, indemnities or
               covenants  contained in this Agreement,  or to enforce any of the
               provisions of this Agreement,  or to determine  either or both of
               the  Parties'  rights,  duties  or  obligations  hereunder,   the
               prevailing   party  shall  be  entitled  to  recover   reasonable
               attorneys'  fees and all  costs  and  expenses  relating  to such
               suits, actions or proceedings.
                    26 Closing Date and  Location.  The Closing Date shall be on
               February  6, 2002.  The  location of the  Closing  (the  "Closing
               Place") shall be at Buyer=s  counsel's  office,  unless  mutually
               agreed otherwise.
                    27 Binding Effect.  This Agreement is binding upon and shall
               inure to the  benefit of the  Parties  hereto,  their  respective
               insurers,  agents,  administrators,  employees,  representatives,
               partners, officers,  directors,  shareholders,  affiliates, joint
               venturers, attorneys, assigns, heirs and successors in interest.
                    28 Warranty of Signatories. Each of the persons signing this
               Agreement on behalf of an entity  warrants and represents that he
               has the right,  power,  legal  capacity and  authority to execute
               this Agreement on behalf of such entity,  without the concurrence
               or approval of


                                       25

<PAGE>



               any other  person,  any entity or any Court,  and to thereby bind
               such entity to this Agreement.

                    29  Headings.   The  headings  of  the  paragraphs  of  this
               Agreement  are  inserted  as a  matter  of  convenience  and  for
               reference  purposes  only  and in no  respect  define,  limit  or
               describe  the  scope  of  this  Agreement  or the  intent  of any
               paragraph hereof.
                    30 Assignability.  This Agreement cannot be assigned without
               approval from the  non-requesting  party, and which consent shall
               not be unreasonably withheld or delayed.
                    31 Counterparts.  This Agreement may be signed in any number
               of counterparts  with the same effect as if the signature on each
               such counterpart were on the same instrument. Each fully executed
               set of counterparts shall be deemed to be an original, and all of
               the signed  counterparts  together  shall be deemed to be one and
               the same instrument.
                    32 Audit. Seller agrees to complete at its cost within sixty
               (60)  days   post-Closing  an  audit  (segment   accounting/audit
               purposes)  of the  operations  of the  Business  through the time
               period of December 31, 2001. Upon completion of the audit, Seller
               shall provide the audit report at no cost to Buyer.

                    IN WITNESS  WHEREOF,  the Parties  hereto have executed this
               Agreement on the day and year first above written.

                                             "SELLER"

                                             TRSG CORP.
                                             A Delaware Corporation



                                             By: /s/Richard Bailey
                                                RICHARD BAILEY, President




                                       26

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                                         "BUYER"

                                         A and A MEDICAL COMPANY
                                         A Nevada Limited Liability Company



                                         By: /s/David Weiner
                                         DAVID WEINER, Manager


















                                       27

<PAGE>



                                 Exhibit 10(vii)

                      BILL OF SALE AND ASSIGNMENT OF ASSETS



                    THIS  BILL OF SALE AND  ASSIGNMENT  OF  ASSETS is made as of
               this  6th day of  February,  2002,  by  TRSG  CORP.,  a  Delaware
               corporation (hereinafter referred to as "Seller").

                    WHEREAS,  Seller  and A  and A  Medical  Company,  a  Nevada
               limited liability company  ("Buyer"),  have entered into an Asset
               Purchase  Agreement  dated as of February 1, 2002 (the  "Purchase
               Agreement"),  pursuant  to which  Seller  has  agreed  to sell to
               Buyer, and Buyer has agreed to purchase from Seller, the Personal
               Tangible Assets (as defined therein),  all in accordance with and
               subject  to the terms and  conditions  set forth in the  Purchase
               Agreement;

                    NOW,  THEREFORE,  for and in consideration of the payment by
               Buyer of the purchase price  pursuant to the Purchase  Agreement,
               the receipt and sufficiency of which are hereby acknowledged, and
               in further  consideration  of the mutual covenants and agreements
               contained in the Purchase Agreement, and pursuant to the terms of
               the  Purchase  Agreement,  Seller  does  hereby  sell,  transfer,
               assign,  convey and deliver to Buyer,  its successors and assigns
               the  following,  free and  clear of all  debts,  liens,  security
               interests,    mortgages,    trusts,   claims,   liabilities   and
               encumbrances,  except as specifically assumed by the terms of the
               Purchase  Agreement:  all of the  assets and rights of every kind
               and nature, except as specifically excluded by Paragraph 2 of the
               Purchase Agreement, used or useful r intended for use in the


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               operation  of A & A Medical  Supply (the  "Business"),  including
               those assets used by Seller as of February 6, 2002, including but
               not limited to:

                    (i) All of the physical  assets,  machinery,  equipment  and
               other  Personal  Tangible  Assets,  as  defined  in the  Purchase
               Agreement, including but not limited to that listed in Appendix A
               hereto;

                    (ii) All pertinent original files, records,  documents,  and
               logs pertaining to the Business or its operations, including, but
               not  limited  to,  all  contracts,  leases and  agreements  to be
               assigned under the Purchase  Agreement  which Buyer has expressly
               agreed in writing to assume; and

                    (iii) All rights,  licenses,  permits,  authorizations,  and
               other  intangibles which are useful or intended to be used in the
               operation of the Business.

                    TO HAVE AND TO HOLD the said  described  property  to Buyer,
               its  successors  and assigns,  for its  exclusive use and benefit
               forever.

                    Seller does hereby  agree,  from and after the date  hereof,
               upon the request of Buyer,  to execute  such other  documents  as
               Buyer may  require  in order to obtain  the full  benefit of this
               Bill of Sale and  Assignment  of Assets and Seller's  obligations
               hereunder.

                    IN  WITNESS  WHEREOF,   the  undersigned  have  caused  this
               instrument  to be duly  executed  as of the  date  first  written
               above.


                                       29

<PAGE>



                              "SELLER"

                              TRSG CORP.
                              A Delaware Corporation



                              By: /s/Rick Bailey
                                 --------------------------------
                                 RICK BAILEY, President



         ASSIGNMENT ACCEPTED:

         A and A MEDICAL COMPANY
         A Nevada Limited Liability Company


         By: /s/David Weiner
            ---------------------------------
            DAVID WEINER, Manager













                                       30

<PAGE>



                                Exhibit 10(viii)

                      ASSIGNMENT OF CONTRACTS, LEASES, ETC.
                            AND ASSUMPTION AGREEMENT


                    This Assignment of Contracts,  Leases,  Etc., and Assumption
               Agreement  ("Assignment") is made as of this 6th day of February,
               2002  by  and  between   TRSG  CORP.,   a  Delaware   corporation
               ("Assignor"),  and A and A  MEDICAL  COMPANY,  a  Nevada  Limited
               Liability Company ("Assignee").


                              W I T N E S S E T H:

                    WHEREAS,  Assignor  and  Assignee  have  entered  into  that
               certain Asset  Purchase  Agreement  dated as of February 1, 2002,
               ("Agreement"), for the purchase and sale of certain assets of the
               business  known as A & A Medical  Supply,  a division of Assignor
               ("Business"); and


                    WHEREAS, this Assignment is being made pursuant to the terms
               of the  Agreement for the purpose of assigning to Assignee all of
               Assignor's  rights,  title and  interest in and to those  certain
               contracts,  leases, licenses, permits, approvals, and intangibles
               and (if and to the extent  assignable)  described  on Exhibit "B"
               attached hereto (collectively, the "Contracts");

                    NOW,  THEREFORE,  for good and valuable  consideration,  the
               receipt and  sufficiency  of which are hereby  acknowledged,  the
               parties hereto hereby agree as follows:

                    1.  Assignment of Contracts.  Assignor,  effective as of the
               Closing Date, hereby grants, assigns,  sells, transfers,  conveys
               and  delivers to Assignee  the  Contracts  and all of  Assignor's
               right, title, interest,  benefits and privileges thereunder,  and
               Assignee hereby accepts such Assignment.

                    2.  Assumption  of   Obligations.   By  acceptance  of  this
               Assignment,  Assignee  from and after  the  Closing  Date  hereby
               assumes  and  agrees  to  perform  and to be  bound by all of the
               terms,  covenants,  conditions  and  obligations  imposed upon or
               assumed by Assignor  under the  Contracts.  Said  assumption  and
               agreement shall have application only to those  obligations under
               the  Contracts.  This  Assignment  shall have no  application  to
               obligations accruing or arising prior to the Closing Date.

                    3.  Indemnities.   Assignor  hereby  indemnifies  and  holds
               harmless  Assignee  from and against  any and all claims,  liens,
               damages,  demands,  liabilities,  obligations,  lawsuits,  and/or
               causes  of  action,   judgments,   losses,   costs  and  expenses
               (including,  without limitation,  reasonable  attorney's fees and
               expenses)  accruing  or  arising  under  the  Contracts  made  or
               expressed prior to the date of the close of escrow of the sale of
               the Business by Assignor to Assignee pursuant to the Agreement


                                       31

<PAGE>



               (the  "Closing  date").  Assignee  hereby  indemnifies  and holds
               harmless  Assignor  from and against  any and all claims,  liens,
               damages,  demands,  liabilities,  obligations,  lawsuits,  and/or
               causes  of  action,   judgments,   losses,   costs  and  expenses
               (including,  without limitation,  reasonable  attorney's fees and
               expenses) accruing or arising under the Contracts on or after the
               Closing Date.

                    4. Successors and Assigns.  This Assignment shall be binding
               upon  and  inure  to  the  benefit  of the  successors,  assigns,
               personal  representatives,  heirs and legatees of the  respective
               parties hereto.

                    5. Further Assurances.  Assignor does hereby agree, from and
               after the date hereof, upon the request of Assignee,  to execute,
               acknowledge   and  deliver   all  such   further   acts,   deeds,
               assignments, transfers, conveyances and assurances and such other
               documents  as  Assignee  may  require in order to obtain the full
               benefit of this Assignment and Assignor's obligations hereunder.

                    6.  Attorneys'  Fees.  In the event of the  bringing  of any
               action or suit by a party hereto against  another party hereunder
               by reason  of any  breach  of any of the  covenants,  conditions,
               agreements or provisions on the part of the other party,  arising
               out of this  Assignment,  then in that event the prevailing party
               shall be entitled to have and recover of and from the other party
               all  costs  and  expenses  of  the  action  or  suit,   including
               reasonable attorneys' fees.

                    7.  Governing  Law.  This  Assignment  shall be governed by,
               interpreted  under, and construed and enforceable  with, the laws
               of the State of California.

                    8. Acknowledgment.  Assignee is hereby acknowledge,  affirm,
               confirm  and agree  that  collectively  all  obligations  assumed
               hereunder are done so individually, jointly and severally.

                    9.Counterparts.  This Assignment may be executed in multiple
               counterparts,  each of which shall be deemed an original, but all
               of which, together, shall constitute one and the same instrument.


                    IN WITNESS  WHEREOF,  the parties  hereto have executed this
               instrument as of the date first written above.


                                                  "ASSIGNOR"

                                                  TRSG CORP.,
                                                  A Delaware Corporation





                                       32

<PAGE>


                          By: /s/Rick Bailey
                             ----------------------------------
                             RICK BAILEY, President



                          "ASSIGNEE"

                          A and A MEDICAL COMPANY,
                          A Nevada Limited Liability Company


                          By: /s/David Weiner
                             -----------------------------------
                             DAVID WEINER, Manager















                                       33

<PAGE>