UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                               FORM 10-KSB

            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended December 31, 2002
                       Commission File Number 1-3329

                        WILSON BROTHERS USA, INC.
             (Name of small business issuer in its charter)

         Illinois                               36-1971260
   -------------------                      ------------------
(State or other jurisdiction of      (IRS Employer Identification number)
 incorporation or organization)

                      24 Gadsden Street, Suite C
                   Charleston, South Carolina 29401
            (Current Address of principal executive offices)
                              (Zip Code)

Issuer's telephone number:                        (843) 723-8684

Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act:

            Common Stock, par value $0.01 per share
                         (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days:   X  YES     NO
                      -----    ----

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.   X
                                                 -------
                            $20,598,000
         (Issuer's net revenues for its most recent fiscal year)

                             $1,728,000
(Aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant based on the price at which the Common
Stock was sold as of March 20, 2003.

                             10,021,532
(Number of shares of Common Stock, par value $0.01 per share, outstanding
as of March 26, 2003)
Transitional Small Business Disclosure Format (Check One)    Yes  X  No
                                                         ----    ----
                       WILSON BROTHERS USA, INC.

                      Form 10-KSB Annual Report

INDEX
-----


PART I                                                             Page
   Item  1  Description of Business.                                 2
   Item  2  Description of Property.                                 9
   Item  3  Legal Proceedings.                                       9
   Item  4  Submission of Matters to a Vote of
             Security Holders.                                       9

PART II
   Item  5  Market for Common Equity and Related Stockholder
             Matters.                                                9
   Item  6  Management's Discussion and Analysis or Plan of
             Operation.                                             10
   Item  7  Financial Statements.                                   16
   Item  8  Changes In and Disagreements With Accountants on
             Accounting and Financial Disclosure.                   51

PART III
   Item  9  Directors, Executive Officers, Promoters and Control
             Persons; Compliance With Section 16(a) of the
             Exchange Act.                                          51
   Item 10  Executive Compensation.                                 53
   Item 11  Security Ownership of Certain Beneficial Owners
             and Management and Related Stockholder Matters.        53
   Item 12  Certain Relationships and Related Transactions.         55
   Item 13  Exhibits and Reports on Form 8-K.                       56
   Item 14  Controls and Procedures.                                58






















                                    1



PART I

Forward Looking Information

     Information set forth in this Annual Report on Form 10-KSB contains
various "forward looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  Forward-looking statements represent
our judgment concerning the future and are subject to risks and
uncertainties that could cause our actual operating results and financial
position to differ materially.  Such forward looking statements can be
identified by the use of forward looking terminology such as "may,"
"will," "expect," "anticipate," "estimate," "believe," "continue," or
"target" or the negative thereof or other variations thereof or
comparable terminology.

     We caution you that any such forward looking statements are further
qualified by important factors that could cause our actual operating
results to differ materially from those in the forward looking
statements, including without limitation, our dependence on certain
industries and customers, the risks associated with acquisitions,
development and commercialization of potential new products, competition,
the Company's ability to meet its cash requirements, dependence on key
personnel, potential effects of government regulation and the other risk
factors described elsewhere in this report.


Item 1.     Description of Business.

General Development of Business

     Wilson Brothers USA, Inc. was incorporated in Illinois in 1898.
Reference herein to "the Company" includes collectively Wilson Brothers
USA, Inc. and its subsidiaries unless the context indicates otherwise.
As of December 31, 2002, the Company had four wholly owned subsidiaries,
Numo Manufacturing, Inc. ("Numo") previously Numo Manufacturing
Acquisition, Inc., Houze Glass Corporation ("Houze"), Wilson Brothers SC,
Inc. ("WBSC"), and Third Solution, Inc. ("TS").  LM Plastics, Inc.
("LMP"), an additional wholly owned subsidiary in prior years, was
dissolved in 2000. During the first eleven months of 2002, the Company
held a 75% ownership interest in Houze West LLC ("Houze West").  In
December of 2002 Houze West was dissolved.   The Company had transferred
all of the operations of LMP and Houze West to Houze as of December 31,
1998.  In addition as of December 31, 2002, the Company had a 17.92%
interest in BargainBuilder.com, Inc. ("BB.com"), which is accounted for
under the equity method.







                                    2
     Numo and Houze operate in the specialty advertising business and
engage in the decoration of glass, ceramic, acrylic, plastic items, cloth
and vinyl bags, and foam products.  Their products are primarily
distributed throughout the United States through sales representatives.
TS marketed and sold promotional products from its formation in February
2002 until September 2002 when it ceased operations.  WBSC is a
management company and provides management and administrative services to
the Company and its subsidiaries.  BB.com operates in the building
products business and engages in the sale of surplus building supplies
over the Internet and through a retail outlet located in Campobello,
South Carolina.  The Company's principal executive offices are located at
24 Gadsden Street, Suite C, Charleston, SC 29401.


Bargain Building Products, LLC Transactions

     On February 18, 1998, the Company formed a new subsidiary, Surplus
Salvage Supply, LLC, a Texas limited-liability company to sell surplus
building supplies. During 1998, Surplus Salvage Supply, LLC changed its
name to Bargain Building Products, LLC ("BBP").  On February 26, 1998,
BBP purchased inventory and other assets of B.J.'s Warehouse, a Texas
company.  The purchase price was $150,000, of which $125,000 was paid in
cash, and the balance was payable in the form of a promissory note in the
amount of $25,000, over 24 months with interest calculated at 8% per
annum.  In 1998, the Company capitalized BBP in the amount of $77,000,
and made a demand loan to BBP in the amount of $49,000.  To finance the
capitalization and loan to BBP the Company borrowed $140,000, including
$60,000 from Combahee Partners, L.P., a limited partnership of which John
Sanford is the general partner, and $40,000 from Counter Culture Coffee,
a wholesale coffee company of which Brett Smith, a member of the
Company's Board of Directors is the principal owner.  These loans were
payable on demand.

     On April 1, 1999 BBP and an unrelated entity, Super Surplus, Inc.,
formed Bargain Building Products, Inc.  ("BBP, Inc.")  in which BBP owned
a 90% interest.  BBP transferred its assets and liabilities to BBP, Inc.
No gain or loss was recorded on the transaction.  On September 30, 1999
BBP was dissolved and its 90% interest in BBP, Inc. was transferred to
the Company.

     On October 29, 1999 BB.com was formed by the Company and other
parties, including Board member, Brett Smith, to sell surplus building
supplies on the Internet.  The Company exchanged its 90% interest in BBP,
Inc. and assumed $152,000 in liabilities from BBP, Inc. for 407 shares of
BB.com, approximately a 41% interest in BB.com.  No gain or loss was
recognized on the exchange of the BBP, Inc. stock for the BB.com stock
because the fair value of the BB.com stock received was not determinable
and the Company's investment in BBP, Inc. had been written down to zero
due to prior losses of the subsidiary under the equity method of
accounting.  Due to the issuance of stock by BB.com from 2000 to 2002,
the Company's investment in BB.com was diluted from 41% in 1999 to
approximately 17.92% in 2002.



                                    3

Employment Solutions, LLC Transaction

     On January 19, 2001, the Company purchased 17.04% of Employment
Solutions, LLC ("ES") for $920,000.  ES, with its principal office in
Greenwood, SC, provides long term industrial staffing in South Carolina
and Georgia.  To finance the purchase the Company raised $375,301 from
the sale of Common Stock at a price of $1.10 per share.  To finance the
remaining portion of the purchase, the Company borrowed $569,000 from
Sanford ESI, LLC at prime plus 1% for 6 months.  The loan is secured by
Mr. Sanford's personal assets.  On June 20, 2001 the loan was extended
for an additional six months at prime plus 3%. A $1,000 fee was paid on
each of November 18, 2001, December 18, 2001, and January 18, 2002.  Mr.
Sanford, the Company's President and majority shareholder, owns 23.5% of
Sanford ESI, LLC and family members of Mr. Sanford own the remainder.  On
November 10, 2001, the Sanford ESI, LLC loan was assigned to Big Tree Rd,
LLC, 31.0% of which is owned by Mr. Sanford and the rest is owned by
members of Mr. Sanford's family.  The loan was extended for an additional
six months at a new rate of prime plus 4%.  The principal balance as of
December 31, 2002 was $468,000.  On each of July 1, 2002 and January 6,
2003, the loan was extended for an additional six months; all other terms
remain the same.  To partially finance the repayment of the loan, the
Company raised $100,000 in a private placement of convertible promissory
notes, which converted along with $2,496 in accrued interest into 93,179
shares of Common Stock at $1.10 per share.

     ES was formed by three parties, the Company, Employment Solutions
Inc, and Sanford ESI, LLC.   The Company and Sanford ESI, LLC contributed
cash to ES and Employment Solutions, Inc. contributed its operating
business.

     On March 4, 2002, the Company sold its 17.04% interest in ES to
Employment Solutions, Inc for $420,000. The loss from this sale of
$500,000 was previously recognized in 2001. The Company sold its
investment in ES because ES's customer base was declining and it was
unable to obtain significant new customers.   On March 13, 2002, the
Company loaned $301,000 of the ES sales proceeds, to BB.com.  On April 3,
2002, BB.com repaid the loan in full.  The loan proceeds and the funds
from the sales of ES were used to repay the $25,000 and $30,000 notes the
Company made on December 26, 2001 and January 23, 2002, respectively, to
Frank Zanin, the Company's Chief Executive Officer and Chief Financial
Officer and a director of the Company, repay the $300,000 Sanford family
line of credit plus applicable interest in full, and capitalize TS with
$50,000.

Wilson Brothers SC, Inc. Formation

     The Company formed a new wholly owned subsidiary, Wilson Brothers
SC, Inc. ("WBSC") on April 5, 2001 to conduct all management, accounting,
and administrative functions of the Company and its subsidiaries.  WBSC
was in full operation during the last quarter of 2001.  WBSC collects
monthly management fees from the Company and subsidiaries and provides
the necessary management, administrative and accounting services to
maintain a public company.



                                    4

Kerry's Etcetera Transaction

     On September 3, 2002, Numo purchased certain assets of Kerry's
Etcetera, a ceramic, glass and plastic decorator in Dallas, Texas.  Under
the terms of the agreement, the Company is paying the previous owner, Mr.
Kerry Turner, $7,000 per month for 105 months.  The present value of
these payments was calculated at Numo's current borrowing rate of 4.75%
and equaled $600,433.  This amount was allocated to inventory, fixed
assets, and intangibles at their estimated market value, with the
residual allocated to goodwill.  Numo, at its sole discretion, may
discontinue the $7,000 monthly payment for the Kerry's Etcetera assets at
any time.  If Numo discontinues these payments, then all assets
purchased, which remain in Numo's possession at the date of termination,
must be returned to Mr. Turner.  Numo has also agreed to rent a 32,000
square foot manufacturing facility from Mr. Turner on a month-to-month
basis for the amount necessary to service Mr. Turner's existing
indebtedness encumbering the premises.

     In connection with the asset purchase, Mr. Turner signed a non-
compete agreement for a period of three years from September 3, 2002.  As
long as Numo continues to pay $7,000 a month or pays the entire purchase
price, Mr. Turner cannot engage, directly or indirectly, in any business
which directly competes against Numo in the business of the decoration
and sale of glass, ceramic and plastic items and related activities in
the United States.  Under the terms of the asset purchase agreement, if
Mr. Turner's employment with Numo is terminated, the non-compete
agreement will be null and void.


Business

     The Company is a holding company whose significant business is
conducted through its wholly owned subsidiaries, Numo Manufacturing, Inc.
and Houze Glass Company. Both subsidiaries operate in the specialty
advertising business and engage in the decoration of glass, ceramic,
acrylic, plastic, stainless steel beverage holders, cloth and vinyl bags,
and beverage insulators.  Their products are primarily distributed
throughout the United States through sales representatives.  As of
December 31, 2002, the Company also had a 17.92% interest in
BargainBuilder.com, Inc., which operates in the building products
business.

     As of December 31, 2002, the Company had approximately 230 employees
of which 43 were salaried employees and the remainder were hourly
personnel.  The workers at Houze are represented by the American Flint
Glass Workers Union under a contract, which expires in April 2003.  The
Company is currently under negotiation with Union.   A failure to renew
the contract could have a material adverse effect on the Company.  The
employees at Numo are not under a union contract.  The Company believes
its relations with its employees are satisfactory.





                                    5
     Except as described below, intangibles, patents, trademarks,
licenses, franchises and concessions are not material to the business of
the Company.  Working capital requirements of the Company are expected to
be fulfilled from operating cash flow supplemented by credit facilities
with Citizens Bank of Pennsylvania (formerly Mellon Bank) and Comerica
Bank of Texas.  During the last three years, the Company has not had any
material expenditures for Company or customer sponsored research and
development activities.  Wal-Mart Stores, Inc. (Wal-Mart), accounting for
approximately 13% of 2002 sales, was the only customer that accounted for
more than 10% of the Company's consolidated revenues in 2002.

     Pursuant to SFAS No. 142, "Goodwill and Other Intangible Assets",
the Company has discontinued the amortization of its goodwill and
trademark beginning in 2002. At December 31, 2002 and 2001, accumulated
amortization on goodwill was $22,000 and on the trademark accumulated
amortization was $11,000.  These are tested annually for impairment.  No
impairment was identified for the year ended December 31, 2002.

     Numo entered into a non-compete agreement pursuant to the purchase
of certain assets of Kerry's Etcetera.  The agreement is for a period of
three years from September 3, 2002, and is being amortized using the
straight-line method over the life of the agreement.  The Company
considers whether the carrying value of this asset should be reduced
based on its future benefit.  Amortization expense relating to this
intangible asset totaled $6,000 for the year ended December 31, 2002.

     The Company recorded an intangible asset of $72,000 for unrecognized
prior service costs pursuant to changes in its defined benefit pension
plan.  Since this asset stems from multiple years, the amortization
period varies depending on the year it was created.  The asset will be
amortized for 4 to 12 years, beginning in fiscal year 2003.

      For purposes of this discussion, the Company's principal operating
segment is the decoration of glass, ceramic, plastic, acrylic, stainless
steel beverage holders, cloth and vinyl bags, and beverage insulators
which represented 100% of the Company's sales in 2002, 2001, and 2000 and
100% of the Company's total assets in 2002, 2001 and 2000. Sales are
primarily made through sales representatives and are generally for the
advertising specialties, premiums, souvenirs and retail trade.    In 2002
and 2001, sales were also made directly to retail customers, such as Wal-
Mart.  Retail customers sell generically imprinted items in traditional
retail settings.  The decorative specialty advertising products business
is highly competitive, particularly in connection with items such as
tumblers, mugs and glasses.  The Company competes on the basis of price,
quality, design and customer service.  Many of its competitors are much
larger companies, with far greater resources.  Competing with the Company
in the specialty advertising products business are companies such as
Norwood Promotional Products, Admanco Inc., and Bemrose USA that are
dominant in this industry.  The Company believes that it can compete on
the basis of its competitive pricing, the quality of its products and its
service and expertise in the advertising specialty market.





                                    6
     Through certain acquisitions, management has expanded the Company's
decorative products to include a large variety of custom imprinted glass,
plastic, foam and ceramic beverage ware, Igloo plastic products, vinyl
and cloth beverage coolers and bags, and notepads.  Additionally, the
Company has expanded its traditional decorating processes that
principally included direct screening multiple colors onto glassware and
ceramic mugs. The Company's imprinting processes now include direct
embroidery for bags, debossing and hot stamping for vinyl products, and
four color process sublimation for selected ceramic and steel mugs, tote
bags, mouse pads and foam beverage ware.  During the year ended December
31, 2002, gross sales from glass and ceramic beverage ware were $4.1
million, from plastic products were $.4 million, from foam products were
$13.2 million, from vinyl and cloth products were $1.6 million and from
miscellaneous sales were $1.2 million.

     The Company incorporates the use of "special effects" processes in
certain of its decorating applications.  The "magic" process is a thermal
chromatic process whereby ceramic pigment is activated by either high or
low temperatures.  This allows for a visual change in the product to
reveal an advertisement or artistic effect, making images appear and/or
disappear when a hot or cold beverage is added. The Company offers the
"magic" process as an option for most ceramic and glass beverage ware.
This process is now available through other manufacturers in the United
States.  Consequently, competition in this market area is increasing.
Other "special effects" processes include the use of iridescent colors,
and "see-vue" decorating, which enables a message or decorative imprint
to be seen on the inside of a glassware product through the design of a
clear opening on the opposite side of the glass.

     The Company purchases much of its raw material supplies of ceramic,
glass and foam items from several principal suppliers.  Management
believes that such raw materials are readily available from other sources
at competitive prices.

     The Company enters into licensing agreements with customers who
permit it to imprint specific logos or designs directly on products.

     Certain of the Company's inventory, such as ceramic mugs, might be
imported, and therefore, the Company maintains inventories in those items
to cover needs for 45 to 60 days at a minimum.  If a shortfall occurs,
inventory can be supplemented with items purchased from distributors
located in the United States.

     Because of the Company's method of distribution, it is not dependent
on any single customer.  The Company's subsidiaries are members of the
Advertising Specialty Institute and are suppliers to the advertising
industry.  The Company maintains a nationwide distribution network
through over 17,000 distributors offering its products. The Company may
offer net 30-day payment terms to some customers.

     The Company has no foreign operations or any material export sales.





                                    7
Subsequent Events

     On September 16, 2002 and December 11, 2002, the Company borrowed
respectively, $6,500 and $50,000 from Frank Zanin, the Company's Chief
Executive Officer and Chief Financial Officer and a director of the
Company, to provide working capital for WBSC.  The notes were unsecured
and interest accrued at the prevailing prime rate.  On January 20, 2003,
both loans were repaid in full.

     On February 24, 2000, the Company borrowed $130,000 from a related
party, Mr. John H. Sanford's mother, in order to purchase equipment for
Numo.  In connection with the loan, the Company issued the lender
warrants to purchase 7,500 shares of common stock of the Company for
$0.25 per share.  The loan and the issuance of the warrants were approved
by the board of directors and the loan was paid in full in 2000. On
February 20, 2003, Mr. Sanford's mother exercised the warrants and 7,500
shares of the Company's common stock were issued to her in March 2003.

     On January 19, 2001, the Company purchased 17.04% of Employment
Solutions, LLC ("ES") for $920,000.  ES, with its principal office in
Greenwood, SC, provides long term industrial staffing in South Carolina
and Georgia.  To finance the purchase the Company raised $375,301 from
the sale of Common Stock at a price of $1.10 per share.  To finance the
remaining portion of the purchase, the Company borrowed $569,000 from
Sanford ESI, LLC at prime plus 1% for 6 months.  The loan is secured by
Mr. Sanford's personal assets.  On June 20, 2001 the loan was extended
for an additional six months at prime plus 3%. A $1,000 fee was paid on
each of November 18, 2001, December 18, 2001, and January 18, 2002.  Mr.
Sanford, the Company's President and majority shareholder, owns 23.5% of
Sanford ESI, LLC and family members of Mr. Sanford own the remainder.  On
November 10, 2001, the Sanford ESI, LLC loan was assigned to Big Tree Rd,
LLC, 31.0% of which is owned by Mr. Sanford and the rest is owned by
members of Mr. Sanford's family.  The loan was extended for an additional
six months at a new rate of prime plus 4%.  The principal balance as of
December 31, 2002 was $468,000.  On each of July 1, 2002 and January 6,
2003, the loan was extended for an additional six months; all other terms
remain the same.  To partially finance the repayment of the loan, the
Company raised $100,000 in a private placement of convertible promissory
notes, which converted along with $2,496 in accrued interest into 93,179
shares of Common Stock at $1.10 per share.

     During the last quarter of 2002, the Company had material sales to a
single customer, Wal-Mart.  During the first quarter of 2003, Wal-Mart
returned an estimated $1,292,000 of the merchandise it purchased.  The
Company will be required to refund Wal-Mart $1,292,000 from these sales
and plans to finance this refund by selling the inventory, obtaining
financing from a bank, and/or negotiating an extended payment plan with
Wal-Mart.  The Company is currently conferring with Wal-Mart to determine
and finalize the actual amount of merchandise returned.  At December 31,
2002, the Company recorded $365,000 in deferred gross profit related to
the Wal-Mart sales to reserve for this refund.  At December 31, 2002, the
Company had $391,000 in accounts receivable related to Wal-Mart sales.

     On March 1, 2003, the Company instituted a 401(k) plan for all
eligible employees.  Contributions to the plan are at the discretion of
management.
                                   8
Item 2.     Description of Property.

     Operations of Houze occupy a facility it owns in Point Marion,
Pennsylvania that has approximately 175,000 square feet of manufacturing
and office space on a 16-acre site.  Houze's land, manufacturing and
office space are mortgaged in conjunction with Houze's credit facility
with Citizens Bank.  The operations of Numo occupy four facilities in
Dallas, Texas and the surrounding local area under lease agreements,
which have approximately 124,000 combined square feet of manufacturing
and office space.  Such facilities are substantially utilized.  The
Company believes that its facilities are adequate for its operations and
that suitable additional facilities will be available when needed.

Item 3.     Legal Proceedings.

     The Company is currently engaged in routine litigation incidental to
its business.  The Company does not believe that any of such routine
litigation will have a material adverse effect on its consolidated
financial position or results of operations.

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

     Not applicable.

PART II

Item 5.     Market for Common Equity and Related Stockholder Matters.

     Wilson Brothers USA, Inc. is reported both on the National Quotation
Bureau and the Over the Counter Bulletin Board under the symbol WLBR.  As
of March 4, 2003, there were 2,844 record holders of stock, excluding
beneficial owners of Common Stock whose shares are held in nominee or
street name by brokers.

     The high and low bid information from the National Quotation Bureau
for each quarter within the last two fiscal years is shown below.  The
quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission, and may not represent actual transactions.

                                   Common Shares
                                   --------------
                             High                Low
                            ------              -----
1st Quarter, 2001              1.05              .10
2nd Quarter, 2001              1.00              .30
3rd Quarter, 2001               .70              .30
4th Quarter, 2001               .50              .29

1st Quarter, 2002              1.30              .31
2nd Quarter, 2002               .50              .38
3rd Quarter, 2002               .38              .25
4th Quarter, 2002               .88              .38

     The Company's transfer agent is American Stock Transfer and Trust
Company.

                                    9
     The applicable provisions of the Business Corporation Act of
Illinois, the Company's jurisdiction of incorporation, limit the payment
of dividends to an amount equal to the difference between the assets of a
corporation and its liabilities.  The Company paid no dividends in 2002,
2001, or 2000.  The Company has no present plan for the payment of any
dividends.  The Company will retain earnings, if any, to finance
expansion of business and for general corporate purposes.  The
declaration and payment of any dividends on the Common Stock will be at
the discretion of the Board of Directors and will depend on, among other
things, earnings, financial condition, capital requirements, level of
indebtedness, contractual restrictions and other factors considered
relevant by the Board.

Recent Issuance of Unregistered Securities

     On February 20, 2003, Mr. John H. Sanford's mother exercised
warrants to purchase up to 7,500 share of the Company's common stock for
an exercise price of $0.25 per share and 7,500 share of the Company's
common stock were issued to her in March of 2003.  The issuance of these
shares was exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended.

Item 6     Management's Discussion and Analysis of Financial Condition
            and Results of Operations.

     The following discussion and analysis of financial condition and
results of operations pertains primarily to Houze and Numo, which
represent the primary business activities of the Company.

Trends

     The Company continues to face significant competition, particularly
in its core business, which consists principally of the decoration of
items, which are sold to advertising specialty distributors.  In an
effort to gain market share and to compete with its competitors, many of
whom are larger companies with far greater resources, the Company has
continually increased its marketing efforts to retail distributors and
holders of licensed products.  In addition to the Company's marketing
efforts, the Company has broadened its product line through acquisitions
of products or the licensing of products.  Finally, the Company continues
to make significant improvements to customer service in response to the
higher level of service demanded by its customers.

Liquidity and Capital Resources

     The Company's primary sources of liquidity are cash flow from
operations, short term financing from our lines of credit and short term
loans from third parties.   The Company principally uses its cash to
finance inventory and accounts receivable.







                                    10
     The Company's consolidated cash and cash equivalents were $447,000
at December 31, 2002 compared to $177,000 at December 31, 2001, a
$270,000 or 153% increase.  During this period, cash and cash equivalents
increased primarily due to an increase in net income, an increase in
accounts payable and other current liabilities, the sale of ES, and an
increase in borrowings.

     Cash flow used in operating activities was $287,000 in fiscal 2002
compared to $31,000 in fiscal 2001.   The increase from year to year was
primarily due to an increase in receivables.  Days in receivables
increased to 52 in 2002 from 41 in 2001.  In addition inventory increased
from $1,476,000 to $2,351,000 as a result of an increase in product lines
from 2001 to 2002.

     Cash flow provided by (used in) investing activities was $101,000 in
fiscal 2002 compared to $(922,000) in fiscal 2001.   The increase from
was primarily due to the sale of the Company's investment in ES.  In 2001
the Company used $920,000 to invest in ES and in 2002 the Company sold
its investment in ES, which provided $420,000.

     Cash flow provided by financing activities was $456,000 in fiscal
2002 compared to $896,000 in fiscal 2001.   The decrease from year to
year was primarily due to a decrease in equity financing.  In 2001 the
company sold Common Stock and issued convertible debt to facilitate the
Company's investment of ES.  In 2002 no Common Stock or convertible debt
was issued.

     As of December 31, 2002, Houze holds a demand line of credit with a
maximum availability of $800,000 and had drawn down $585,000 on this line
of credit.  The nature of the line of credit was changed from a revolving
line of credit to a demand line of credit during the year ended December
31, 2001, and the maximum amount Houze can borrow under this line of
credit was decreased from $1,050,000 to $800,000.  Advances on the demand
line of credit bear interest at the lending bank's prime rate plus 1.25%.
Advances on the line of credit are collateralized and limited by Houze's
accounts receivable, inventory and equipment, as well as the real
property owned by Houze, secured under an open-end mortgage and are
guaranteed by John Sanford, the Company's President and majority
shareholder.  The demand line of credit may be called by the bank at any
time.  If the bank decides to demand the outstanding balance from Houze,
this action will have a material adverse effect on the Company.

     On March 1, 2001, the Company secured a $300,000 line of credit from
members of Mr. Sanford's family to provide working capital for Numo.  The
annual interest rate on the line is 11% and the line of credit has an
eight-month term.  The Company paid a $12,500 origination fee upon
initial maturity of the line of credit. The line of credit was secured by
Mr. Sanford's personal assets.  On September 28, 2001, the line of credit
was extended for six months and again on February 15, 2002.  The balance
as of December 31, 2001, was approximately $236,000.  On April 5, 2002,
the balance of $236,000 on line of credit was paid in full.




                                    11
     On March 11, 2002, Numo entered into a financing arrangement with
Comerica Bank of Texas.   The financing consists of a $332,000 loan with
interest calculated at the bank's prime rate for a term of seven years, a
two year $1,000,000 revolving line of credit, and a $250,000 equipment
line of credit with interest calculated at the bank's prime rate.
Advances on the revolving line of credit are collateralized and limited
by Numo's accounts receivable and inventory and bear interest at the
lending bank's prime rate. The bank charges a fee of .25% per quarter for
the unused portion of the available credit line.  This fee will be waived
for the first year of the term. Advances on the term loan are secured by
the Company's receivables, inventory and equipment.  Advances on the
equipment line are limited to 80% of the equipment's purchase price and
are secured by new equipment purchased.  The entire financing arrangement
is guaranteed by the Company.  The Company repaid all its outstanding
loans and capital leases at Numo with the proceeds from the loan.  On
April 10, 2002, the revolving line of credit was increased from
$1,000,000 to $1,500,000 and again on August 20, 2002, from $1,500,000 to
$2,500,000.  As of December 31, 2002, Numo had drawn down $1,500,000 on
this line of credit and the term loan had a balance of $296,000.  On
September 25, 2002, Numo drew down $128,000 of its $250,000 equipment
line of credit to finance multiple equipment purchases made year to date.
On December 31, 2002, the equipment line of credit had a balance of
$123,000.  Every quarter starting with quarter ending June 30, 2002 Numo
must submit a compliance certificate to Comerica indicating whether or
not Numo meets three debt covenants.  As of December 31, 2002, Numo did
not meet all of its debt covenants.  Consequently, Comerica may, at their
option, give notice to the Company that amounts owed under the term loan
and the two lines of credit are immediately due and payable.  As a
result, the full amount, $347,000, of the related long-term debt has been
classified as a current liability in the accompanying Balance Sheet at
December 31, 2002.  Regardless of the non-compliance with financial
covenants, the Company has made every scheduled payment of principal and
interest.  If Comerica decides to demand the outstanding balances owed,
this action will have a material adverse effect on the Company.

     During the second quarter of 2002, BB.com raised additional capital
through the sale of its Series B Preferred Stock.  In connection with
this stock offering the Company agreed to provide certain guarantees that
if BB.com files bankruptcy within the 24 months after the stock sale or
has sales less than $2.0 million for any 12 month period occurring prior
to the 24 months after the stock sale, the Company will execute a
$250,000 promissory note at 8% per annum payable quarterly over five
years in favor of the BB.com investors.

Recent Acquisitions and Sales

     On January 19, 2001, Wilson Brothers USA, Inc. (the "Company")
purchased 17.04% of Employment Solutions, LLC ("ES") for $920,000.  ES,
with its principal office in Greenwood, SC, provides long term industrial
staffing in South Carolina and Georgia.  To finance the purchase the
Company raised $375,301 from the sale of Common Stock at a price of $1.10
per share.  To finance the remaining portion of the purchase, the Company
borrowed $569,000 from Sanford ESI, LLC with interest calculated at prime



                                    12
rate plus 1% per annum for a term of six months.  John Sanford, the
Company's President and majority shareholder, owns 23.5% of Sanford ESI,
LLC and family members of Mr. Sanford own the balance.

     ES was formed by three parties: the Company, Employment Solutions
Inc, and Sanford ESI, LLC.   The Company and Sanford ESI, LLC contributed
cash to ES and Employment Solutions, Inc. contributed its operating
business.  The Company owned a 17.04% interest, Sanford ESI, LLC owned a
4.26% interest and Employment Solutions, Inc. owned a 78.7% interest in
ES.

     On March 4, 2002, the Company sold its investment in ES to
Employment Solutions, Inc., a partner of ES, for $420,000.  The Company
sold its investment in ES because ES's customer base was declining and it
was unable to obtain significant new customers.  The Company used the
proceeds from the sale to repay the $25,000 and $30,000 notes the Company
made on December 26, 2001 and January 23, 2002, respectively, to Frank
Zanin, the Company's Chief Executive Officer and Chief Financial Officer
and a director of the Company, to pay the principal amount and accrued
interest owed on the Sanford family line of credit and to capitalize
Third Solution, Inc. with a $50,000 investment.

     On September 3, 2002, Numo purchased certain assets of Kerry's
Etcetera, a ceramic, glass and plastic decorator in Dallas, Texas.  Under
the terms of the agreement, the Company is paying the previous owner, Mr.
Kerry Turner, $7,000 per month for 105 months.  The present value of
these payments was calculated at Numo's current borrowing rate of 4.75%
and equaled $600,433.  This amount was allocated to inventory, fixed
assets, and intangibles at their estimated market value, with the
residual allocated to goodwill.  Numo, at its sole discretion, may
discontinue the $7,000 monthly payment for the Kerry's Etcetera assets at
any time.  If Numo discontinues these payments, then all assets
purchased, which remain in Numo's possession at the date of termination,
must be returned to Mr. Turner.  Numo has also agreed to rent a 32,000
square foot manufacturing facility from Mr. Turner on a month-to-month
basis for the amount necessary to service Mr. Turner's existing
indebtedness encumbering the premises.

     In connection with the asset purchase, Mr. Turner signed a non-
compete agreement for a period of three years from September 3, 2002.  As
long as Numo continues to pay $7,000 a month or pays the entire purchase
price, Mr. Turner cannot engage, directly or indirectly, in any business
which directly competes against Numo in the business of the decoration
and sale of glass, ceramic and plastic items and related activities in
the United States.  Under the terms of the asset purchase agreement, if
Mr. Turner's employment with Numo is terminated, the non-compete
agreement will be null and void.

Environmental Matters

     The Company has not been required to make significant capital
expenditures in order to meet current environmental standards.  The
Company does not anticipate that present environmental regulations will
materially affect its capital expenditures, earnings or competitive
position.

                                    13
Inflation and Changing Prices

     Management believes that inflation did not have a significant effect
on the results of operations during the last three years.

Results of Operations

2002 Compared with 2001

     Net sales increased by $4.0 million or 24.1% to $20.6 million in
2002 from $16.6 million in 2001.  The increase was primarily attributable
to increased sales of Numo.  Numo's net sales increased to $16.0 million
in 2002 from $12.0 million in 2001, an increase of $4.0 million or 33.3%.
This increase was primarily attributable to $2.7 million in sales to Wal-
Mart in the last quarter of 2002.  The rest of the increase was
attributable to the increase in the Company's product line, including the
addition of the Kerry's Etcetera products.  Gross profit as a ratio to
sales increased to 27% in 2002 from 25% in 2001 due to better control of
labor cost.

     Selling, general and administrative expenses increased by $1.0
million or 24% to $5.2 million in 2002 from $4.2 million in 2001. The
majority of this increase is attributable to Numo.  Numo's selling,
general and administrative expenses increased due to an increase in
customer service staff, department managers, marketing and the Kerry's
acquisition.

     In 2001 the Company wrote down its investment in ES to $420,000.
The investment was written down because ES's customer base was declining
and ES was unable to obtain new customers. In addition negotiations had
begun in December 2001 on selling the Company's investment for $420,000
to one of ES's partners, Employment Solutions, Inc.  The write down of
the Company's investment produced a one-time $500,000 loss in 2001.  The
sale of ES to Employment Solutions, Inc. was completed in March of 2002.

     During the last quarter of 2002, the Company had material sales to a
single customer, Wal-Mart.  During the first quarter of 2003, Wal-Mart
returned an estimated $1,292,000 of the merchandise it purchased.  The
Company will be required to refund Wal-Mart $1,292,000 from these sales
and plans to finance this refund by selling the inventory, obtaining
financing from a bank, and/or negotiating an extended payment plan with
Wal-Mart.  The Company is currently conferring with Wal-Mart to determine
and finalize the actual amount of merchandise returned.  At December 31,
2002, the Company recorded $365,000 in deferred gross profit related to
the Wal-Mart sales to reserve for this refund.  At December 31, 2002, the
Company had $391,000 in accounts receivable related to Wal-Mart sales.


2001 Compared with 2000

     Net sales increased by $2.0 million or 13.7% to $16.6 million in
2001 from $14.6 million in 2000.  The increase was primarily attributable
to increased sales of Numo.  Numo's net sales increased to $12.0 million



                                    14
in 2001 from $9.1 million in 2000, an increase of $2.9 million or 31.9%.
This increase was primarily attributable to the sales of its pocket
coolie product, of which Numo sold 12.9 million units.  Gross profit as a
ratio to sales decreased to 25% in 2001 from 27% in 2000 due to higher
labor costs. Houze's sales decreased by $0.9 million or 16% to $4.6
million in 2001 from $5.5 million in 2000.  This decrease was primarily
attributable to a decrease in units sold due to competitive pressures.

     Selling, general and administrative expenses increased by $0.9
million or 26% to $4.2 million in 2001 from $3.4 million in 2000. All of
this increase is attributable to Numo.  Numo's selling, general and
administrative expenses increased due to an increase in customer service
staff and department managers.

     The Company wrote down its investment in ES to $420,000 in 2001.
The investment was written down because ES's customer base was declining
and ES was unable to obtain new customers.  The write down of the
Company's investment produced a one time $500,000 loss in 2001.

Critical Accounting Estimates and Policies

     The Company prepares its consolidated financial statements in
conformity with accounting principles generally accepted in the United
States of America. The preparation of these financial statements requires
the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

     Critical accounting estimates and policies are those management
believes are both most important to the portrayal of the Company's
financial condition and results, and require our most difficult,
subjective or complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain.
Judgments and uncertainties affecting the application of those polices
may result in materially different amounts being reported under different
conditions or using different assumptions.

     Accounts receivable are reported net of an allowance for doubtful
accounts.  The allowance is based on management's estimate of the amount
of receivables that will actually be collected. Accounts are written off
when management determines the account is worthless.  Finance charges are
not assessed on past due accounts.

     Inventories are stated at the lower of cost or market on the first-
in, first-out basis and are reported net of an inventory allowance.  The
allowance is based on management's estimates the amount of inventory that
will not be able to be sold.   Inventory is written off when management
determines the inventory is damaged or impaired.





                                    15
Item 7  Report of Independent Public Accountants



To Wilson Brothers USA, Inc.:

We have audited the accompanying consolidated balance sheets of Wilson
Brothers USA, Inc. (an Illinois corporation) and Subsidiaries (the
Company) as of December 31, 2002 and 2001 and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 2002.  These
consolidated financial statements and the schedule referred to below are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements and
schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Wilson Brothers USA, Inc. and Subsidiaries as of December 31, 2002 and
2001, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2002, in conformity
with accounting principles generally accepted in the United States of
America.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedule listed in Item 13.
(C) 2 is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial
statements.  This schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.



Pratt-Thomas, Gumb & Co., P.A.
Charleston, South Carolina
February 24, 2003, except for
  Note 23, as to which the date
  is March 12, 2003




                                    16
                    WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 2002 AND 2001

                                    ASSETS
                                    ------
                                                     (In thousands)
                                                    2002         2001
                                                 ---------    ---------

Current Assets
  Cash and cash equivalents                       $    447     $    177
  Accounts receivable, less allowance
    for doubtful accounts of $320 in 2002
    and $195 in 2001                                 2,960        1,914
  Inventories                                        2,351        1,476
  Other                                                147          123
                                                   -------      --------
     Total Current Assets                            5,905        3,690
                                                   -------      --------

Goodwill, less accumulated amortization
  of $22 in 2002 and 2001                              317           73
Trademark, less accumulated amortization
  of $11 in 2002 and 2001                               61           61
Non-compete agreement, less accumulated
  amortization of $6 in 2002 and $0 in 2001             44            -
Unrecognized prior service cost                         72            -
Property and equipment, at cost less,
  accumulated depreciation of $2,661 in
  2002 and $2,586 in 2001                            1,542        1,220
Other non-current assets                               111          491
                                                  --------     --------
     Total Assets                                 $  8,052     $  5,535
                                                  ========     ========


















            See accompanying summary of accounting policies and
                notes to consolidated financial statements.

                                    17
                   WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 2002 AND 2001

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                                     (In thousands)
                                                   2002          2001
                                                 ---------    ---------

Current Liabilities
  Short-term borrowings                           $  2,624     $  1,409
  Current portion of notes payable                     511          102
  Short-term portion of obligations under
    capital lease                                       17           57
  Trade accounts payable                             1,473        1,197
  Accrued salaries and other employee costs            354          288
  Accrued interest due others                           22           23
  Deferred gross profit on estimated returns           365            -
  Other current liabilities                            696          415
                                                   --------    --------
     Total Current Liabilities                       6,062        3,491
                                                   --------    --------

Notes payable to others                                485          576
Obligation under capital lease                          36          262
Non-current portion of pension liability               246          107
Other liabilities                                      138          102
                                                  --------     --------
                                                       905        1,047
                                                  --------     --------

Commitments and Contingencies

Stockholders' Equity
  Preferred stock, $ 0.01 par value;
    5,000,000 shares authorized; none issued             -            -
  Common stock, $ 0.01 par value; 30,000,000
    shares authorized; 10,014,032 shares
    issued and outstanding                             100          100
Capital in excess of par value                      14,839       14,839
Accumulated other comprehensive expense               (140)         (23)
Accumulated deficit                                (13,723)     (13,865)
                                                  --------     --------
                                                     1,076        1,051
Minority interest in consolidated subsidiary             9          (54)
                                                  --------     --------
                                                     1,085          997
                                                  --------     --------
     Total Liabilities and Stockholders' Equity   $  8,052     $  5,535
                                                  ========     ========

            See accompanying summary of accounting policies and
                notes to consolidated financial statements.

                                    18
                 WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

                                              (In thousands except
                                                per share amounts)
                                          2002        2001       2000
                                        --------    --------   --------
Net sales                               $ 20,598    $ 16,642   $ 14,574
                                        --------    --------   --------
Cost of sales                             14,979      12,392     10,690
Selling, general and administrative
  expenses                                 5,210       4,234      3,358
                                        --------    --------   --------
                                          20,189      16,626     14,048
                                        --------    --------   --------
Operating profit                             409          16        526

Other expense (income):
  Interest expense                           214         228        149
  Interest income                             (3)         (5)        (5)
  Equity in earnings of
    unconsolidated subsidiary                (14)       (118)         -
  Minority interest in income (loss)
    of consolidated subsidiary                63          (8)       (29)
  Net loss on disposals or
    impairments of fixed assets
    and investments in partnership             5         529          -
  Other   net                                (15)       (132)      (164)
                                        --------    --------   --------
                                             250         494        (49)
                                        --------    --------   --------

     Income (loss) before provision
       for income taxes                      159        (478)       575

Income tax expense (benefit)                  17           -       (355)
                                        --------    --------   --------

     Net income (loss)                  $    142    $   (478)  $    930
                                        ========    ========   ========


Earnings (loss) per share:
    Basic                               $   0.01    $  (0.05)  $   0.10
                                        ========    ========   ========
    Diluted                             $   0.01    $  (0.05)  $   0.10
                                        ========    ========   ========





            See accompanying summary of accounting policies and
                notes to consolidated financial statements.

                                    19
                 WILSON BROTHERS USA, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

                                                 (In thousands)
                                          2002        2001       2000
                                        --------    --------   --------
Common stock
  Beginning balance                     $    100    $  9,579   $  9,395
  Stock compensation and
    discount of stock issued                   -           -        184
  Stock issued                                 -         341          -
  Change in par value                          -      (9,821)         -
  Debt and accrued interest converted          -           1          -
                                        --------    --------   --------
     Ending balance                          100         100      9,579
                                        --------    --------   --------
Capital in excess of par value
  Beginning balance                       14,839       4,882      5,020
  Stock compensation and
    discount of stock issued                   -           -       (138)
  Stock issued                                 -          34          -
  Change in par value                          -       9,821          -
  Debt and accrued interest converted          -         102          -
                                        --------    --------   --------
     Ending balance                       14,839      14,839      4,882
                                        --------    --------   --------
Accumulated other comprehensive
 income (expense)
  Beginning balance                          (23)        (18)         -
  Unrealized gain (loss) on securities         3          (5)       (18)
  Minimum pension liability
    adjustment, net of unrecognized prior
    service costs, no net tax effect        (120)          -          -
                                        --------    --------   --------
     Ending balance                         (140)        (23)       (18)
                                        --------    --------   --------
Accumulated deficit
  Beginning balance                      (13,865)     (13,387)  (14,317)
  Net income (loss)                          142         (478)      930
                                        --------     --------   --------
     Ending balance                      (13,723)     (13,865)   (13,387)
                                        --------     --------   --------
Minority interest in consolidated
 subsidiary
  Beginning balance                          (54)        (46)       (16)
  Minority interest in income
    (loss) of consolidated subsidiary         63          (8)       (30)
                                        --------    --------   --------
     Ending balance                            9         (54)       (46)
                                        --------    --------   --------
Total stockholders'equity               $  1,085    $    997   $  1,010
                                        ========    ========   ========
            See accompanying summary of accounting policies and
                notes to consolidated financial statements.

                                    20
                 WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

                                                 (In thousands)
                                           2002        2001       2000
                                         --------    --------   --------
Cash flows from operating activities:
  Net income (loss)                      $    142    $   (478)  $    930
  Adjustment to reconcile net income
    (loss) to net cash provided by
    (used in) operating activities:
  Minority interest in net income (loss)
    of consolidated subsidiary                 63          (8)       (29)
  Depreciation, amortization, and
    expense on discount of notes payable      308         227        216
  Provision for losses on accounts
    receivable                                125          21         78
  Write-off of uncollectible notes
    receivable                                  5           -          -
  Net loss on disposal of fixed assets          -          29          -
  Non-cash operating activities                 4         498         46
  Deferred taxes and pension liability        (30)          -       (395)
  Changes due to (increase) decrease
    in operating assets:
      Receivables                          (1,171)         72       (541)
      Inventories                            (821)       (191)      (129)
      Other current assets                    (34)        (14)       (48)
  Changes due to increase (decrease)
    in operating liabilities:
      Accounts payable                        276        (212)       159
      Accrued salaries and other
        employee costs                         66          55         52
      Accrued interest                         (1)          7         (5)
      Deferred gross profit on
         estimated returns                    365           -          -
      Other current liabilities               416         (37)       197
                                         --------    --------   --------
Net cash provided by (used in)
  operating activities                       (287)        (31)       531
                                         --------    --------   --------
Cash flows from investing activities:
  Capital expenditures                       (315)      (209)      (584)
  Purchase of marketable securities            (5)      (924)       (33)
  Proceeds from sales of fixed assets
    and interest in partnership               421        226          8
  Loans made                                    -        (15)         -
  Short-term loan to related party           (301)         -          -
  Repayment of short-term loan
    to related party                          301          -          -
                                         --------    -------   --------
Net cash provided by (used in)
  investing activities                        101       (922)      (609)
                                         --------    -------   --------
            See accompanying summary of accounting policies and
                notes to consolidated financial statements.
                                    21

                 WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

                                                 (In thousands)
                                          2002        2001        2000
                                         --------   --------   --------

Cash flows from financing activities:
  Net change in line of credit              1,425       (169)       215
  Proceeds from short-term borrowings          82      1,049        300
  Repayment of short-term borrowings          (55)      (315)      (300)
  Proceeds from notes payable to others       613          -          -
  Repayment of notes payable and
    obligations under capital lease        (1,609)      (109)       (99)
  Proceeds from issuance of common stock        -        375          -
  Proceeds from issuance of convertible
    debt                                        -        100          -
  Non-cash financing activities                 -        (35)         -
                                         --------   --------   --------
Net cash provided by financing
  activities                                  456        896        116
                                         --------   --------   --------
Net increase (decrease) in cash
    and cash equivalents                      270        (57)        38
Cash and cash equivalents at
    beginning of year                         177        234        196
                                         --------   --------   --------
Cash and cash equivalents at
    end of year                          $    447   $    177   $    234
                                         ========   ========   ========
Supplemental disclosure of cash
  flow information:
    Cash paid during the year
      for interest                       $    215   $    222   $    154
                                         ========   ========   ========
















            See accompanying summary of accounting policies and
                notes to consolidated financial statements.

                                    22
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Nature of Operations  Wilson Brothers USA, Inc.
(the "Company") is a holding company whose business is conducted through
its wholly-owned subsidiaries, Wilson Brothers SC, Inc. (WBSC), Numo
Manufacturing Acquisition, Inc. ("Numo"), Houze Glass Corporation
("Houze"), Third Solutions, Inc. (TS), and its 75 percent owned
subsidiary Houze West, LLC ("Houze West").  All subsidiaries except for
WBSC operate in the specialty advertising business and engage in the
decoration of glass, ceramic and plastic items, foam products, and cloth
and vinyl bags.  These products are primarily distributed throughout the
United States through sales representatives.  WBSC was formed to manage
operations of the parent company.  During 1998, Houze West was shut down
and the operations were transferred to Houze.  The Company dissolved
Houze West in December 2002.

Principles of Consolidation  The accompanying consolidated financial
statements include the accounts of the Company and its wholly and
majority owned subsidiaries.  All significant intercompany transactions
and balances have been eliminated in consolidation.

Use of Estimates  The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the period.  Actual results could
differ from those estimates.

Revenue Recognition  Revenues are recognized when goods are shipped and
billed to the customer.  Shipping and handling fees charged to the
customer are recorded into net sales when incurred.

Accounts Receivable  Accounts receivable are reported net of an allowance
for doubtful accounts.  The allowance is based on management's estimate
of the amount of receivables that will actually be collected. Accounts
are written off when management determines the account is worthless.
Finance charges are not assessed on past due accounts.

Inventories  Inventories are stated at the lower of cost or market on the
first-in, first-out basis.

Shipping and Handling  Shipping and handling costs are included in the
cost of inventory and are expensed to cost of sales when the inventory is
sold.

Property and Equipment  Property and equipment are stated at cost less
accumulated depreciation.  Depreciation is computed using the straight-
line method over the estimated useful lives of the assets ranging from
four to forty years.  Expenditures for normal maintenance and repairs are
charged to expense as incurred.


                                    23
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Continued

Assets that have been fully depreciated are retained in the accounts for
as long as they are useful to operations.  Upon disposition, it is the
Company's policy to eliminate from the accounts the cost of the asset and
the related accumulated depreciation and to credit or charge the
resulting profit or loss to operations.  Regularly, the Company evaluates
the functionality of its fixed assets and disposes of those that are not
useful or are impaired.

Recent Accounting Pronouncements  In November 2002, the Financial
Accounting Standards Board ("FASB") issued Interpretation No. 45
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others" whose initial
recognition and measurement are effective for guarantees issued or
modified after December 31, 2002, and whose disclosure requirements are
effective for financial statements of periods ending after December 15,
2002.  The new interpretation elaborates on required disclosures, when to
recognize a liability, and the value of the liability for certain
guarantees.  The implementation of this standard did not have a material
effect on the financial position or results of operations of the Company.

Comprehensive Income  During fiscal year 2000, the Company adopted
Statement of Financial Accounting Standard ("SFAS") No. 130 "Reporting
Comprehensive Income".  SFAS 130 establishes standards for the reporting
and presentation of comprehensive income and its components.  At December
31, 2002 and 2001, accumulated comprehensive income (expense) from
unrealized gains and losses on securities equaled $(20,000) and
$(23,000), respectively.  At December 31, 2002 and 2001, accumulated
comprehensive expense from minimum pension liability adjustments equaled
$(120,000) and $0, respectively.

Earnings (Loss) per Share  The Company computes net income per share in
accordance with SFAS No. 128.  Basic earnings per share ("EPS") is
calculated by dividing income available to common shareholders by the
weighted average number of shares of common stock outstanding during the
period.  Income (loss) available to common shareholders used in
determining basic EPS was $142,000 in 2002, $(478,000) in 2001 and
$930,000 in 2000.  The weighted average number of shares of common stock
used in determining basic EPS was 10.014 million in 2002, 9.895 million
in 2001, and 9.425 million in 2000.

Diluted EPS is calculated by dividing income available to common
shareholders, adjusted to add back dividends or interest on convertible
securities, by the weighted average number of shares of common stock
outstanding plus additional common shares that could be issued in
connection with potentially dilutive securities.  Income (loss) available
to common shareholders used in determining diluted EPS was $142,000 in
2002, $(478,000) in 2001 and $930,000 in 2000.  The weighted average
number of shares of common stock, plus additional common shares that


                                    24
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Continued

could be issued in connection with potentially dilutive securities used
in determining diluted EPS was 10.020 million in 2002, 9.901 million in
2001, and 9.425 million in 2000.

Concentration of Credit Risk  Financial instruments that potentially
subject the Company to concentrations of credit risk consist primarily of
cash and accounts receivable.  The carrying values of these financial
assets approximate fair value.  Concentrations of credit risk with
respect to the accounts receivable are limited due to the large number of
customers in the Company's customer base and their dispersion across
different geographic areas.  The Company maintains an allowance for
doubtful accounts based upon the expected collectibility of its
receivables.  As of December 31, 2002, the carrying amount of the
Company's deposits at various banks totaled $721,166, of which $316,063
was covered by Federal Depository Insurance ("FDIC").  As of December 31,
2001, the carrying amount of the Company's deposits at various banks
totaled $404,928, of which $244,850 was covered by FDIC.

Approximately 52% of the Company's total debt is under Numo's debt
agreements with Comerica Bank of Texas.  If the bank decides to demand
the outstanding balance from Numo, this action will have a material
adverse effect on the Company.

Approximately 13% of net sales was to a single customer, Wal-Mart Stores,
Inc. ("Wal-Mart"), for the year ended December 31, 2002.

Cash and Cash Equivalents  For purposes of the consolidated balance
sheets and statements of cash flows, the Company generally classifies as
cash and cash equivalents all highly liquid investments with a maturity
of three months or less when purchased.

Investments  The Company classifies debt and equity securities as
available for sale when, at the time of purchase, it determines that such
securities may be sold at a future date or if the Company does not have
the intent or ability to hold such securities to maturity.  Securities
designated as available for sale are recorded at fair value.  Changes in
the fair value of debt and equity securities available for sale are
included in stockholders' equity as unrealized gains or losses.
Unrealized losses in available for sale securities, reflecting a decline
in value judged to be other than temporary, are charged to income in the
consolidated statement of operations.  Realized gains or losses on
available for sale securities are computed on the specific identification
basis.  Unrealized gains (losses) stemming from these investments, whose
decline in value is deemed temporary, totaled $(20,000), $(23,000), and
$(18,000) at December 31, 2002, 2001, and 2000, respectively.

Reclassifications  The non-current portion of the pension liability has
been reclassified to conform to the current year presentation.


                                    25
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Continued

Intangible Assets  Certain intangible assets are amortized using the
straight-line method.  Non-compete agreements are amortized over the life
of the agreement, which is three years.  See Note 2 for more information
on this agreement.  Unamortized service costs will be amortized for 4 to
12 years, beginning in fiscal year 2003.  See Note 8 and Note 13 for more
information on this intangible asset.  The Company considers whether the
carrying value of such assets should be reduced based on the future
benefits of the assets.  Pursuant to SFAS No. 142, "Goodwill and Other
Intangible Assets", the Company discontinued the amortization of its
goodwill and trademark.  See Note 8 below.  Amortization expense relating
to intangible assets totaled $6,000, $12,000, and $33,000 for the years
ended December 31, 2002, 2001 and 2000, respectively.

Advertising  The Company expenses the cost of advertising as incurred.
Advertising expense totaled $917,000, $874,000, and $391,000 for the
years ended December 31, 2002, 2001, and 2000, respectively.

2. ACQUISITIONS

On July 31, 2000, Houze purchased the assets of one of its customers.
The purchase price of $130,000 was paid by the forgiveness of the
customer's account payable to Houze.  The Company allocated the excess of
the purchase price over the assets acquired to trademark.  Houze
incorporated the customer's product line and continues to produce and
sell these mugs.

On January 20, 2001, the Company purchased a 17.04% interest in
Employment Solutions, LLC, (ES) for $920,000.  ES, with its principal
office in Greenwood, SC, provides long term industrial staffing in South
Carolina and Georgia.  To finance the purchase, the Company sold 341,183
shares of common stock at $1.10 per share for a total of $375,301 and
borrowed $569,000 from Sanford ESI, LLC.  Sanford ESI, LLC, is wholly-
owned by members of the family of John Sanford, the Company's President.
The loan bears interest at prime plus 1% and is personally guaranteed by
Mr. Sanford and collateralized by his personal assets.  On June 20, 2001,
the loan was extended for six months at a new rate of prime plus 3%.  The
extension also carries a fee of $1,000 per month, starting in the fourth
month and continuing for the fifth and sixth.  On November 10, 2001, the
loan was assigned to Big Tree Rd, LLC, which is owned by Mr. Sanford and
members of his family.  The loan was extended for an additional six
months at a new rate of 4% plus prime.  The weighted average interest
rate during 2002 was 8.68%.  The investment in ES was sold in March 2002.
See Note 6 for more information.

On April 5, 2001, the Company formed a wholly owned subsidiary, WBSC, to
manage operations of the parent company.

In February 2002, the Company formed TS, a South Carolina corporation, to
market, distribute and sell promotional products.

                                    26
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. ACQUISITIONS  Continued

On September 3, 2002, Numo purchased certain assets of Kerry's Etcetera,
a ceramic, glass and plastic decorator.  Under the agreement, the Company
is paying the previous owner, Kerry Turner, $7,000 per month for 105
months.  The present value of these payments was calculated at Numo's
September 3, 2002, borrowing rate of 4.75% and equaled $600,433.  This
amount was allocated to inventory, fixed assets, and intangibles at their
estimated market value, with the residual allocated to goodwill.  The
agreement is month-to-month and may be terminated by Numo at any time.
If Numo terminates the agreement, all Kerry's Etcetera assets remaining
in Numo's possession at the date of termination will be returned to Mr.
Turner.  Numo has also agreed to rent a 32,000 square foot manufacturing
facility from Mr. Turner on a month-to-month basis for the amount
necessary to service Mr. Turner's existing indebtedness encumbering the
premises.

In connection with the asset purchase, Mr. Turner signed a non-compete
agreement for a period of three years from September 3, 2002.  As long as
Numo continues to pay $7,000 a month or pays the entire purchase price,
Mr. Turner cannot engage, directly or indirectly, in any business which
directly competes against Numo in the business of the decoration and sale
of glass, ceramic and plastic items and related activities in the United
States.  Under the terms of the asset purchase agreement, if Mr. Turner's
employment with Numo is terminated, the non-compete agreement will be
null and void.  The intangible asset will be amortized over three years,
the life of the agreement.

The acquisition of these assets expands the Company's product lines. The
Company is presently operating the business as a division under the name
Kerry's Etcetera. The accompanying consolidated financial statements
include operations of the subsidiary as of the date of acquisition.
Goodwill is expected to be fully deductible for tax purposes, amortized
over 15 years.

The estimated fair values of the assets acquired at the date of
acquisition were as follows, in thousands:

Machinery and equipment                                      $   252
Inventory                                                         54
Non-compete agreement                                             50
Goodwill                                                         244
                                                             -------
                                                             $   600
                                                             =======

The following information presents the unaudited proforma results of
operations for the Company for 2002 and 2001 as if Kerry's Etcetera was
acquired at the beginning of the year.  This does not necessarily reflect
the results that would have occurred had the acquisition taken place at



                                    27
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. ACQUISITIONS  Continued

the beginning of the year nor do they represent the results that may
occur in future years.
                                             Year ended December 31,
                                              (In thousands, except
                                            earnings per share amounts)
                                                2002            2001
                                              --------        --------


Operating revenue                            $      508       $     162
                                             ==========       =========
Net income                                   $      169       $    (476)
                                             ==========       =========
Basic and diluted earnings per share         $     0.02       $   (0.05)
                                             ==========       =========

3. INVENTORIES

Inventories consisting of material, labor and overhead are as follows:

                                                    December 31,
                                                   (in thousands)
                                                2002            2001
                                              --------        --------
Raw materials                                 $  1,489        $  1,063
Work in process                                    463             126
Finished goods                                     575             338
                                              --------        ---------
                                                 2,527           1,527
Reserve                                           (176)            (51)
                                             ---------       ---------
                                             $   2,351       $   1,476
                                             =========       =========

4. PROPERTY AND EQUIPMENT

During 2000, the Company was building a machine for use in production.
During 2001, management determined that the machine could not meet its
needs and cancelled the project.  Investment in the machine of $50,000 was
written off in 2001.

Depreciation expense totaled $296,000, $215,000, and $183,000 for the
years ended December 31, 2002, 2001, and 2000, respectively.  Accumulated
depreciation and depreciation expense relating solely to assets under the
capital lease equaled $9,000, $25,000 and $0 for the years ended December
31, 2002, 2001, and 2000, respectively.  The construction in progress is
equipment to be used in production.  Management estimates it will cost
$26,000 to complete the projects.



                                    28
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. PROPERTY AND EQUIPMENT  Continued

The following is a summary of the major classifications of property and
equipment:

                                                    December 31,
                                                   (in thousands)
                                                2002            2001
                                              --------        --------
Land                                          $     18       $     18
Buildings and improvements                         758            758
Machinery and equipment                          3,357          2,657
Equipment under capital lease                       55            357
Construction in progress                            15             16
                                              --------       --------
                                                 4,203          3,806
Accumulated depreciation                        (2,661)        (2,586)
                                              --------       --------
                                              $  1,542       $  1,220
                                              ========       ========

5. ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:
                                                    December 31,
                                                   (in thousands)
                                                2002            2001
                                              --------        --------
Accounts receivable   trade                   $  3,203        $  2,046
Accounts receivable   employees and other           47              27
Accounts receivable   related parties               30              36
                                              --------        --------
                                                 3,280           2,109
Allowance for doubtful accounts                   (320)           (195)
                                              --------        --------
                                              $  2,960        $  1,914
                                              ========        ========

Also see Note 22 for information on accounts receivable from the
Company's most significant customer, Wal-Mart.

6. ASSET IMPAIRMENTS

Due to a significant decline in operations at ES, the Company's
investment therein was significantly impaired during 2001.  Management
believed the impairment was permanent and reduced the recorded amount of
the investment by $500,000.  In March 2002, the Company sold its
investment in ES for $420,000.





                                    29
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. OTHER NON-CURRENT ASSETS

Other non-current assets consist of the following:
                                                    December 31,
                                                   (in thousands)
                                                2002            2001
                                              --------        --------
Investments in partnership and
  marketable securities                       $     31       $    434
Deferred tax asset                                  80             52
Long-term note receivable                            -              5
                                              --------       --------
                                              $    111       $    491
                                              ========       ========

8. GOODWILL AND OTHER INTANGIBLE ASSETS

Pursuant to SFAS No. 142, "Goodwill and Other Intangible Assets", the
Company has discontinued the amortization of its goodwill and trademark
beginning in 2002. At December 31, 2002 and 2001, accumulated
amortization on goodwill was $22,000 and on the trademark accumulated
amortization was $11,000.  These are tested annually for impairment.  No
impairment was identified for the year ended December 31, 2002.  A
reconciliation of reported net income for 2001 to the net income that
would have been reported had the provisions of SFAS 142 been applied in
all periods presented is as follows:

                                               Year ended December 31,
                                                    (in thousands)
                                                2002            2001
                                              ---------       ---------
     Reported net income (loss)               $    142        $   (478)
     Add back: Goodwill amortization                 -               4
               Trademark amortization                -               7
                                              ---------       ---------
     Adjusted net income (loss)                    142            (467)
                                              =========       =========

As discussed in Note 2, Numo entered into a non-compete agreement
pursuant to the purchase of certain assets of Kerry's Etcetera.  The
agreement is for a period of three years from September 3, 2002, and is
being amortized using the straight-line method over the life of the
agreement.  The Company considers whether the carrying value of this
asset should be reduced based on its future benefit.  Amortization
expense relating to this intangible asset totaled $6,000 for the year
ended December 31, 2002.

The Company recorded an intangible asset of $72,000 for unrecognized
prior service costs pursuant to changes in its defined benefit pension
plan.  Since this asset stems from multiple years, the amortization
period varies depending on the year it was created.  The asset will be
amortized for 4 to 12 years, beginning in fiscal year 2003.

                                    30
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

                                                    December 31,
                                                   (in thousands)
                                                2002            2001
                                              --------        --------
Accrued pension expense                       $     80       $     65
Accrued professional fees                          100             58
Accrued selling expense                              -             10
Accrued royalties                                  259              -
Accrued franchise taxes                             85             55
Income tax payable                                   8              -
Lease payable                                        -            120
Other accrued expenses                             164            107
                                              --------       --------
                                              $    696       $    415
                                              ========       ========

10. INCOME TAXES

The federal and state income tax (benefit) consists of the following:

                                            Year Ended December 31,
                                               (in thousands)
                                         2002       2001       2000
                                       --------   --------   --------
Current:
---------
Federal                                $      8   $    (14)  $      -
State                                         -          -          -
                                       --------   ---------  --------
  Total current                               8        (14)         -
                                       --------   ---------  --------

Deferred:
---------
Federal                                $      9   $   (156)  $   (355)
State                                         -          -          -
                                       --------   ---------  --------
  Total deferred                             17       (156)      (355)
  Less valuation allowance                    -        170          -
                                       --------   ---------  ---------
Income tax expense (benefit)           $     17   $      -   $   (355)
                                       ========   =========  =========







                                    31
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. INCOME TAXES  Continued

A reconciliation of the provision (benefit) for income taxes with amounts
determined by applying the statutory U.S. federal income tax rate to
income before income taxes is as follows:
                                           Year Ended December 31,
                                               (in thousands)
                                         2002       2001       2000
                                       --------   --------   --------
Income (loss) before
  income taxes                         $   159    $   (478)  $    575
Statutory rate                              35%         35%        35%
                                       --------   ---------  ---------
Total computed tax expense
  (benefit)                                 56        (167)       201

(Decrease) increase in taxes
  resulting from:
  Utilization of graduated
    tax rates                              (10)          -          -
  Reversal of deferred tax
    liability related to tax
    reserves for open years                  -           -       (317)
  Non-deductible items                      13           4         (1)
  Permanent differences                      -           -          3
  Utilization of net operating loss
    carry forward                          (33)          -       (241)
  Adjustment of prior year accruals          -          (7)         -
  Increase in valuation allowance           (9)        170          -
                                       --------   ---------  ---------
Income tax expense from continuing
   Operations                          $    17    $      -   $   (355)
                                       ========   =========  =========
Effective income tax rate                   11%          0%         0%
                                       ========   =========  =========

As of December 31, 2002 and 2001, the Company provided a valuation
allowance of $626,000 and $641,000, respectively, for the net deferred
tax assets.  As of December 31, 1999 the Company had a $317,000 deferred
tax liability, which was recorded in 1992 to reserve for taxes related to
income tax audits.  During 2000 it was determined that all tax years
related to that reserve are closed and no accrual is necessary.
Accordingly, the $317,000 reserve was reversed into the deferred tax
benefit.

The 2002 valuation allowance decreased a net of $15,000 due to the
utilization of net operating loss carryforwards and the reversal of the
deferred tax asset and related valuation allowance.  The 2001 valuation
allowance increased $170,000 due to the uncertainty of realizing tax
benefits from certain asset impairment write-downs and net operating loss
carryforwards.  Federal net operating loss carry-forwards of $423,000 and


                                    32
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. INCOME TAXES  Continued

$641,000 remained at December 31, 2002 and 2001, respectively, and begin
to expire in 2006.  The deferred tax assets primarily result from net
operating loss carry-forwards and certain differences in the tax basis
and book basis of inventories, receivables, investments, and liabilities.

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes.  All deferred tax assets from temporary differences are
expected to reverse in one year except for net operating loss
carryforwards, which will reverse over the next eight years.  Significant
components of the Company's deferred tax assets and liabilities are as
follows:

                                                    December 31,
                                                   (in thousands)
                                                2002            2001
                                              --------        --------

Deferred tax assets:
Allowance for doubtful accounts               $    112       $     68
Inventory reserves and capitalization              140             58
Net operating loss carry forward                   148            237
Asset reserves                                      43             53
Pension benefit accruals                            88             60
Other liabilities and reserves                      47             42
Reserve for Wal-Mart return                        128              -
Reserve for unrealized losses on
  investment in ESI                                  -            175
                                              --------       --------
Total deferred tax assets                          706            693
Less:  valuation allowance                        (626)          (641)
                                              ---------      ---------
Net deferred tax assets                       $     80       $     52
                                              =========      =========

Deferred tax liabilities:
Depreciation and other                        $    138       $    102
                                              =========      ========

11. SHORT-TERM BORROWINGS

In October 1998, Houze executed a revolving line of credit with a bank
for 80% of eligible accounts, which includes accounts receivable and
inventory, as defined in the agreement.  Balances in accounts receivable
and inventory decreased during 2001, which caused a decrease in the
amount Houze is able to borrow to $800,000 from $1,050,000.  The nature
of the line was also changed from a revolving line of credit to a demand
line of credit during the year ended December 31, 2001.  Interest is


                                    33
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. SHORT-TERM BORROWINGS  Continued

payable monthly at prime plus 1.25%.  Advances are guaranteed by Mr.
Sanford and are collateralized by Houze's equipment, inventory, and
accounts receivable as well as the real property owned by Houze, secured
under an open-end mortgage.  There are various covenants within the loan
agreement.  Houze was not in compliance with some of these covenants.
This lack of compliance does not affect the presentation of the
liability; it is classified as current due to the nature of the debt.
The bank may call this demand line of credit at any time.  If the bank
decides to demand the outstanding balance from Houze, this action will
have a material adverse effect on the Company.

The short-term borrowings of Houze are as follows:


                                           Year Ended December 31,
                                               (in thousands)
                                         2002       2001       2000
                                       --------   --------   --------
Maximum amount of outstanding
  loan during the year                 $   675    $    844   $    844
Average balance outstanding
  during the year                      $   629    $    756   $    635
Weighted average interest
  rate during the year                    5.93%       8.17%     10.50%
Interest rate at year end                 5.50%       6.00%     10.75%

During 2002, Numo executed a revolving line of credit with Comerica Bank
of Texas under which Numo can borrow up to $2,500,000.  The line expires
March 1, 2004.  Interest is at the bank's prime rate.  Advances are
collateralized by Numo's accounts receivable and inventory and are
guaranteed by the Company.  Advances are limited by Numo's 80% of Numo's
under 90-day accounts receivable and 50% of its raw materials inventory.
The bank charges a fee of .25% per quarter for the unused portion of the
available credit line.  This fee will be waived for the first year of the
term.

Additional information on this line of credit:

                                           Year Ended December 31,
                                               (in thousands)
                                         2002       2001       2000
                                       --------   --------   --------
Maximum amount of outstanding
  loan during the year                 $ 2,500    $      -   $      -
Average balance outstanding
  during the year                      $ 1,272    $      -   $      -
Weighted average interest
  rate during the year                    4.68%          -          -
Interest rate at year end                 4.25%          -          -


                                    34
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. SHORT-TERM BORROWINGS  Continued

Additional short-term borrowings include:

                                                         December 31,
                                                       (in thousands)
                                                       2002        2001
                                                    ---------   ---------

Line of credit at Houze  see above                 $     585    $    675

Line of credit at Numo  see above                      1,500           -

Note payable to Big Tree Road, LLC, a related
party, principal due upon maturity of the
note.  See Note 2 for details of original face
amount.  The loan was due to mature on January
18, 2003.  On January 6, 2003, Big Tree Road,
LLC, extended the maturity date to July 18,
2003.  Interest is payable monthly at 4% plus
prime.  The loan is personally guaranteed by
Mr. Sanford and collateralized by his 3%
interest in Blind John, LLC and 972,326 shares
of the Company's stock.  The weighted average
interest rate during 2002 was 8.68%.                      468         468

Line of credit from members of Mr. Sanford's
Family (related party) to provide working
capital for Numo.  Interest payable at 11%.
Principal payable at maturity.  The Company
paid a $12,500 origination fee upon initial
maturity.  The line of credit is secured by
Mr. Sanford's personal assets.  The line was
repaid in 2002.                                             -         236

Line of credit of $20,000 from American Express.
Interest payable at prime plus 1.99% to 3.99%.             15           -

Loans from Frank Zanin, CFO, CEO, and a director
of the Company.  Interest payable on the 2001
loan at 10% and a commitment fee of 1.5% of the
initial principal balance.  Interest payable on
the 2002 loans at prime.  Weighted average
interest rate during the 2002 was 4.68%.                   56          30
                                                    ---------    --------

   Total short-term borrowings                      $   2,624    $  1,409
                                                    =========    ========





                                     35
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  NOTES PAYABLE AND DUE TO AFFILIATES


Long term debt consists of the following:
                                                         December 31,
                                                       (in thousands)
                                                      2002        2001
                                                    --------     --------
Notes payable, to individuals and companies
pursuant to the acquisition of certain assets
and liabilities of Numo Manufacturing Company,
Inc. and Diamond Cap Company, Inc., in quarterly
installments of $38,499, including principal and
interest.  The original liabilities totaled
$1,055,000.  Interest payable initially at 8%
subject to semi-annual adjustments.  On each
adjustment date, the interest rate shall be
increased or decreased (but not below 8% or above
above 11% per annum) by an amount equal to 50% of
the difference between the prime rate published
by The Wall Street Journal on the adjustment date
in question and the immediately preceding
adjustment date.  The notes were due to mature on
April 1, 2004.  The notes are secured by a pledge
of substantially all of the acquired assets and
are guaranteed by the Company.  The notes were
paid in full during 2002.                                  -         678

Note payable to Comerica Bank of Texas.  Principal
payments of $3,949 payable monthly, plus interest
at the bank's prime rate.  The note matures on
March 1, 2009.  The original liability totaled
$332,000.  The note is secured by the Company's
receivables, inventory and equipment and is
guaranteed by the Company.                               296           -

Equipment line of credit with Comerica Bank of
Texas, under which Numo can borrow up to
$250,000.  The line can only be used to purchase
equipment.  Interest is calculated at the bank's
prime rate.  Advances on the line are limited
to 80% of the equipment's purchase price.  The
line is secured by new equipment purchased and
is guaranteed by the Company.  The note matures
in October 2007.                                         123           -








                                     36
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  NOTES PAYABLE AND TO AFFILIATES  Continued

Note to Suncrest Commerce Center LLC in
satisfaction of Houze West lease liability.
The original liability totaled $150,000.
Principal payments of $25,000 plus interest
at 7% are due annually.  Secured by letter of
credit at Numo for $107,000, which expires in
January 2004, to be renewed annually at a
decreased amount through January 2007.  The
line names Suncrest as beneficiary.  This
letter of credit remained unused at
December 31, 2002.  See Note 17 below.                   100           -

Liability pursuant to purchase agreement with
Kerry's Etcetera (see Note 2 above) whereby
Numo pays the previous owner, Mr. Turner,
$7,000 per month for 105 months.  The original
liability totaled $735,000.  The present value
of these payments was calculated at Numo's
current borrowing rate of 4.75% and originally
equaled $600,433.  The discount is being
amortized over 105 months, the term of the
liability.  The balance shown is net of the
unamortized discount of $130,000 at December 31,
2002.                                                    477           -
                                                   ---------   ---------
                                                         996         678
Less current portion                                    (511)       (102)
                                                   ----------  ----------
     Total long-term debt                          $     485   $     576
                                                   ==========  ==========

Future maturities of notes payable as of December 31, 2002 are as
follows, in thousands:
                           2003                   $    511
                           2004                         91
                           2005                         91
                           2006                         91
                           2007                         66
                           Thereafter                  146
                                                  --------
                                                  $    996
                                                  ========

The three loan agreements with Comerica contain three restrictive debt
covenants regarding tangible net worth and the maintenance of certain
financial ratios, including net worth and cash flow coverage.  As of
December 31, 2002, Numo was not in compliance with all of these




                                    37
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  NOTES PAYABLE AND DUE TO AFFILIATES  Continued

covenants. Consequently, Comerica may, at their option, give notice to
the Company that amounts owed under the loan and the lines of credit (see
Note 11 above) are immediately due and payable.  As a result, the full
amount, $347,000, of the related long-term debt has been classified as a
current liability in the Consolidated Balance Sheet at December 31, 2002.
If Comerica decides to demand the outstanding balances owed, this action
will have a material adverse effect on the Company.

13.  PENSION PLAN

Houze sponsors a defined benefit pension plan covering eligible hourly-
paid employees of Houze Glass Corporation.  Contributions are computed
using the projected unit credit method of funding, the objective of which
is to fund each participant's benefits under the plan as they accrue.
Houze's funding policy is to contribute the minimum amount required by
the Employee Retirement Income Security Act of 1974.  During 2002, 2001,
and 2000, Houze made contributions of approximately $80,000, $92,000, and
$82,000, respectively, to the plan. The components of the net periodic
benefit cost are as follows:

                                          Year ended December 31,
                                              (in thousands)
                                       2002          2001         2000
                                     ---------    ---------    ---------
Service cost                         $     52     $     47     $     47
Interest cost                              61           59           56
Expected return on plan assets            (59)         (58)         (54)
Amortization of prior service cost          8            7            8
Amortization of unrecognized net gain       -           (7)          (8)
Amortization of unrecognized
  net transition asset                     (9)          (9)          (9)
                                     ---------    ---------    ---------
    Net periodic benefit cost        $     53     $     39     $     40
                                     =========    =========    =========

















                                    38
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.  PENSION PLAN  Continued

The following table sets forth the benefit obligation, fair value of plan
assets, the funded status of Houze's plan, amounts recognized in the
Company's financial statements, and the principal weighted average
assumptions used:
                                                        December 31,
                                                       (in thousands)
                                                      2002       2001
                                                    --------   --------
Change in projected benefit obligation

 Benefit obligation at beginning of year            $   883    $   830
 Service cost                                            52         47
 Interest cost                                           61         58
 Actuarial loss                                          68         24
 Benefits and administrative expenses paid              (84)       (76)
                                                    --------   --------
    Benefit obligation at end of year               $   980    $   883
                                                    ========   ========

                                                        December 31,
                                                       (in thousands)
                                                     2002        2001
                                                   --------    --------
Change in plan assets

 Fair value of plan assets at beginning of year     $   735    $   735
 Actual return on plan assets                           (77)       (16)
 Employer contributions                                  80         92
 Benefits and administrative expenses paid              (84)       (76)
                                                    --------   --------
  Fair value of plan assets at year end             $   654    $   735
                                                    ========   ========

                                                        December 31,
                                                       (in thousands)
                                                     2002        2001
                                                   --------    --------
Funded status                                       $  (326)   $  (148)
Unrecognized net transition asset                        (9)       (18)
Unrecognized net (gain) loss                            129        (75)
Unrecognized prior service cost                          72         80
                                                    --------   --------
  Accrued benefit cost                                 (134)      (161)

Adjustment required to recognize
  minimum liability                                    (192)         -
                                                    --------   --------
   Pension liability                                $  (326)   $  (161)
                                                    ========   ========


                                    39
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.  PENSION PLAN  Continued

Weighted average assumptions as of December 31,        2002       2001
                                                      ------     ------
  Discount rate                                        7.25%       7.5%
  Expected return on plan assets                        8.0%       8.0%

Plan assets are invested in a managed portfolio, consisting primarily of
mutual funds that invest in corporate bonds and common stock.

During 2002, the pension liability incurred an additional adjustment to
recognize the minimum liability of $326,000.  In addition, the Company
recorded an intangible asset for unrecognized prior service costs of
$72,000 (see Note 8 above).  The difference between this liability and
asset was recorded to other comprehensive income for the year ended
December 31, 2002.

14. RELATED PARTY TRANSACTIONS

There were no charges from affiliates for the years ended December 31,
2002, 2001, and 2000 that were not eliminated in consolidation.

Interest expense on notes to related parties was approximately $54,000 in
2002 and $65,000 in 2001.

45,455 shares of the stock sold during 2001 were sold to a member of the
Board of Directors, who is also part owner of BB.com, for $50,000.

Included in other current assets is $30,000 due from Bargain Builders,
which assumed the liability from one of its employees during 2003.

On December 26, 2001 and January 23, 2002, the Company borrowed $30,000
and $25,000, respectively from Mr. Zanin to provide working capital for
WBSC pursuant to a promissory note payable over three months with
interest calculated at 10% per annum, and a commitment fee of 1.5% of the
initial principal balance.  The notes were paid in full on March 11,
2002.  On September 16, 2002 the Company borrowed an additional $6,500
from Mr. Zanin to provide working capital for WBSC.  The note is
unsecured and interest will accrue at the prevailing prime rate.  The
term of the note is three months.  The Company borrowed an additional
$50,000 in the 4th quarter 2002 to pay for the first payment of the Houze
West settlement.  The total outstanding payable to Mr. Zanin at December
31, 2002, equaled $56,500, which was repaid in full in January 2003.

On March 13, 2002, the Company loaned $301,000 to Bargain Builder.com,
Inc., an unconsolidated subsidiary.  On April 3, 2002, the loan was
repaid in full.

Information concerning certain other transactions between the Company and
other corporations or entities which may be deemed to be affiliates or
related parties of the Company is included elsewhere herein.


                                    40
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. LEASES

The Company leases office and manufacturing space as well as various
pieces of equipment from non-related parties.  Terms of these leases vary
and include non-cancelable as well as month-to-month agreements.

During 2002, the Company moved its corporate office to an office owned by
Mr. Zanin, who charges the Company no rent for use of this space.

As discussed in Note 2, Numo rents a 32,000 square foot manufacturing
facility from Mr. Turner, who is now an employee, on a month-to-month
basis.  Monthly rent under this agreement varies and is based on the
amount necessary to service Mr. Turner's existing indebtedness
encumbering the premises.  Rent expense for the year ended December 31,
2002, equaled $21,292, earned since the date of acquisition, September 3,
2002.

Minimum annual rental commitments under non-cancelable operating leases
are as follows, in thousands:

          Year ending December 31:
                   2003                          $      96
                   2004                          $      35
                   2005                          $      10
                   2006                          $       -
                   2007                          $       -

Rent expense for non-capital leases for the years ended December 31,
2002, 2001, and 2000 was $200,000, $173,000, and $175,000, respectively.

The Company leases software for 36 months under a capital lease with
Hibernia, which is recorded at $55,000 and is valued at the estimated
fair value of the asset.  It is amortized over the estimated useful life,
which is included in depreciation expense.  The lease is a leaseback of
software originally purchased by Numo in 2002 and sold in 2002 to
Hibernia.  The balance under this lease at December 31, 2002 was $53,000.

During 2001, the Company entered into equipment capital lease obligations
with BB&T Leasing Corporation for $354,000.  The lease was personally
guaranteed by Mr. Sanford.  $220,000 of the leases were a leaseback of
equipment originally purchased by Numo in 2000 and sold in 2001 to BB&T
Leasing Corporation.  The balance under this lease at December 31, 2002
was $319,000. The obligations under this arrangement were paid in full
during 2002.









                                    41
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. LEASES  Continued

Minimum future lease payments under capital lease with Hibernia as of
December 31, 2002, were as follows, in thousands:

          Year ending December 31:
                   2003                          $      22
                   2004                                 22
                   2005                                 18
                   2006                                  -
                   2007                                  -
                                                 ----------
           Net minimum lease payments                   62
           Amount representing interest                 (9)
                                                 ----------
           Present value of net minimum
              lease payments                     $      53
                                                 ==========

Interest rate on this lease is 11.22% and is imputed based on the
lessor's implicit rate of return.  The lease contains a bargain purchase
option.

During 2000, the Company rented warehouse space to a non-related party.
The lease agreement was a yearly lease that changed to a month-to-month
lease during 2000.  The lessee vacated the premises during July, 2000.
The Company earned rental income pursuant to this lease of $34,000 for
the year ended December 31, 2000.  The cost of the space rented equaled
$101,000 and accumulated depreciation equaled $76,000 at December 31,
2000.

During 2002 and 2001, the Company rented warehouse space to a related
party on a month-to-month basis.  The lessee paid no rent during 2002 nor
is any rent expected to be paid in the near future.  The Company earned
rental income of $27,000 during 2001.  The cost of the space rented
equaled $158,000 and accumulated depreciation equaled $158,000 at
December 31, 2002.

During 2002, the Company rented warehouse space to a non-related party.
The lease agreement was a short-term lease and the lessee vacated the
premises before December 31, 2002.  The Company earned rental income
pursuant to this lease of $27,000.  The cost of the space rented equaled
$55,300 and accumulated depreciation equaled $55,300 at December 31,
2002.

16. GOING CONCERN

The Company had net income of $142,000 for the year ended December 31,
2002, and had stockholders' equity of $1,085,000 and a working capital
deficit of $157,000 as of December 31, 2002.  The working capital deficit
was due to the reclassification of $357,000 of long-term debt to short


                                    42
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. GOING CONCERN  Continued

term due to non-compliance with debt covenants. The sale to Wal-Mart and
subsequent return of $1,292,000 of 2002 purchases may have a negative
impact on 2003 cash flow and may require the Company to obtain additional
working capital to fund this return. See Note 23 for more information
regarding this return. In addition, the Company has experienced several
years of sales growth, which has increased the need for working capital.
These factors create an uncertainty as to how the company will fund
operations and maintain sufficient cash flow to operate as a going
concern.

The company's bank has indicated that it will refinance its debt with
Numo and change its debt structure. Under the current structure, Numo has
long-term debt of $300,000 and a $2,500,000 line of credit available for
up to 50% of the raw materials inventory and 80% of accounts receivable
less than 60 days. Under Numo's proposed structure to the bank, the bank
would extend Numo an additional $900,000 of long-term debt based on the
value of the Company's fixed assets and leave the structure of the line
of credit in place. This would give the Company working capital to assist
in funding the Wal-Mart return. The Company will, over the year, attempt
to sell the returned inventory in order to repay the borrowed funds. In
addition, the Company has requested less stringent debt covenants so it
can remain in compliance with the loan agreement.  Also, management has
discussed a repayment plan of $50,000 per month with the accounts
receivable department of Wal-Mart.  In addition, all current sales to
Wal-Mart would be applied to the amount due until paid in full.

The Company's ability to meet its cash requirements in the next year is
dependent upon substantial improvement in the results of operations and
cash flows and maintaining, renewing, and restructuring its financing
from its bank or acceptance of a repayment plan by Wal-Mart. If these
conditions are not satisfactorily achieved, the Company may be unable to
generate sufficient cash flow to meet its requirements, and therefore,
may be unable to continue operations.

The financial statements have been prepared on a going concern basis, and
accordingly, do not include any adjustments relating to the
recoverability and classification of recorded asset amounts nor do they
include adjustments to the amounts and classification of liabilities that
might be necessary should the Company be unable to continue in existence
or be required to sell its assets.

The Company incurred a net loss of $478,000 for the year ended December
31, 2001, had stockholders' equity of $997,000 and working capital of
$199,000 as of December 31, 2001.  The Company increased sales from
operations during 2001 but it incurred a significant loss on the
investment in ES and increased operating expenses.  The Company had net
income of $930,000 for the year ended December 31, 2000, as well as
stockholders' equity of $1,010,000 and working capital of $629,000 as of
December 31, 2000.  The improved financial results were primarily due to
the increased sales of certain product lines during 2001.

                                    43
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17. COMMITMENTS AND CONTINGENCIES

The Company is from time to time involved in routine litigation
incidental to its business, the outcome of which in the opinion of
management will not have a material adverse effect on the Company's
consolidated financial position or results of operations.

During 2000, Houze West was evicted from property it leased in Nevada.
The former landlord filed a claim against the Company regarding the lease
payment due.  On November 5, 2002, an agreement was reached regarding
this claim.  Under the agreement the Company issued a note payable for
$150,000, of which $50,000 was required to be paid on December 16, 2002.
Then on each following December 16 the Company will pay $25,000 a year
for four consecutive years.  All outstanding amounts owed will accrue
interest at 7% annually.  A letter of credit was provided as security for
the four $25,000 payments.

During the second quarter of 2002, BB.com raised additional capital
through the sale of its Series B Preferred Stock.  In connection with
this stock offering the Company agreed to guarantee that if BB.com files
bankruptcy within the 24 months after June 4, 2002 or has cumulative
sales less than $2.0 million for any 12 month period occurring prior to
the 24 months after June 4, 2002, the Company will execute a $250,000
promissory note at 8% per annum payable quarterly over five years in
favor of the BB.com investors.  Based on unaudited financial statements
of BB.com, no conditions existed at December 31, 2002, requiring the
Company to issue this promissory note.

18. STOCKHOLDERS' EQUITY

Changes in issued shares during the three years ended December 31, 2002,
are as follows:
                                                Preferred     Common
                                                  Stock        Stock
                                                ----------  ----------
Balance at December 31, 1999                             -   9,394,670
Issuance of shares under stock
  compensation agreement                                 -     184,000
                                                ----------  ----------
Balance at December 31, 2000                             -   9,578,670
Issuance of shares pursuant to
  investment in ES                                       -     341,184
Issuance of shares pursuant to
  debt conversion and investment in ES                   -      93,178
Issuance of shares under stock
  compensation agreement                                 -       1,000
                                                ----------  ----------
Balance at December 31, 2001                             -  10,014,032
No activity during 2002                                  -          -
                                                ----------  ----------
Balance at December 31, 2002                             -  10,014,032
                                                ==========  ==========

                                    44
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18. STOCKHOLDERS' EQUITY  Continued

During 2001, the Company issued notes payable to various investors in the
aggregate of $100,000 that bore interest at 4% and were convertible to
shares of the Company's common stock at $1.10 per share.  On October 5,
2001, the Company converted the debt by issuing 93,178 shares of common
stock.  The Company recorded a premium on common stock in the amount of
$102,000 for the difference between the par value of the shares issued
and the price per share.  The premium was included in capital in excess
of par value on the balance sheet at December 31, 2001.

Preferred Stock  The board of directors of the Company has the authority
to issue shares of preferred stock in one or more series and to fix the
designations, relative powers, preferences, rights, qualifications,
limitations and restrictions of all shares of any series, including
without limitation, dividend rates, conversion rights, voting rights,
redemption and sinking fund provisions, liquidation preferences and the
number of shares constituting the series, without any further vote or
action by the holders of common stock.  There are no shares of preferred
stock issued or outstanding.

Common Stock  The holders of the Company's common stock are entitled to
one vote for each share held of record on all matters submitted to a vote
of shareholders.  Subject to the preferential rights of any issued and
outstanding preferred stock, holders of common stock are entitled to
receive ratably such dividends, if any, as may be declared by the board
of directors out of funds legally available.  Holders of common stock
have no preemptive rights and no rights to convert their shares of common
stock to any other securities of the Company or any other party.

The Company did not declare or pay any cash dividends during the past
three years.  The applicable provisions of the Business Corporation Act
of Illinois, the Company's jurisdiction of incorporation, limit the
payment of dividends to an amount equal to the difference between the
assets of a corporation and its liabilities.  The Company paid no
dividends in 2002, 2001, or 2000.  The Company has no present plan for
the payment of any dividends.

Changes in Issued Shares and in Paid-In Capital  On May 14, 2001, the
board of directors approved an amendment to the articles of incorporation
reducing the par value of its preferred and common stock from $1.00 to
$.01 per share and increasing the number of authorized shares of common
stock from 10 million to 30 million.  As a result of the reduction in par
value, the common stock account was reduced by $9,821,000 and the
additional paid in capital account was increased by the same amount in
the accompanying Consolidated Statement of Changes in Stockholders'
Equity for 2001.  This change was filed with the State of Illinois on
October 2, 2001.

Warrants  During 2000, the board of directors approved the issuance of
7,500 warrants to a related party, which allows the holder to purchase


                                    45
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18. STOCKHOLDERS' EQUITY  Continued

one share of common stock at $.25 per share for each warrant held. These
warrants were exercised on February 20, 2003 and 7,500 shares of common
stock were issued in March 2003.  No warrants were issued during 2002 or
2001.

19. INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

The Company's investment in an unconsolidated subsidiary consists of its
interest in BB.com, which was formed in 1999.  Due to the issuance of
stock by BB.com during 2002 and 2001, the Company's investment in the
outstanding common stock of BB.com was reduced from 41% to approximately
22.35% as of December 31, 2001 and to 17.92% as of December 31, 2002.
The Company accounts for this investment by the equity method.
Accordingly, at December 31, 2002 and 2001, the Company's balance in its
investment in unconsolidated subsidiary account is zero due to losses
incurred by BB.com in excess of the Company's investment balance.  The
Company's share of unrecognized losses related to its investment in
BB.com for the years ending December 31, 2002 and 2001 were $106,000 and
$170,000, respectively.  Summarized financial information as of and for
the years ended December 31, 2002 and 2001 is as follows:

Condensed Statement of Earnings Information, in thousands:

                                                    2002         2001
                                                 ----------   ----------
  Net sales                                     $     5,378  $     6,146
                                                ===========  ===========
  Gross profit                                  $     1,178  $     1,411
                                                ===========  ===========
  Net loss                                      $      (593) $      (761)
                                                ===========  ===========

Condensed Balance Sheet:

  Current assets                                $     1,245  $     1,522
  Non current assets                                    100          153
                                                 ----------  -----------
                                                $     1,345  $     1,675
                                                ===========  ===========

  Current liabilities                           $       555  $     1,142
  Non-current liabilities                                75          -
  Stockholders' equity                                  715          533
                                                -----------  -----------
                                                $     1,345  $     1,675
                                                ===========  ===========





                                    46
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS BY A
NONFINANCIAL ENTITY

The Company uses the following methods and assumptions to estimate the
fair value of each class of financial instruments for which it is
practicable to estimate such value:

Cash and short-term investments  The carrying amount approximates fair
value because of the short-term maturity of those instruments.

Accounts receivable  The carrying value of accounts receivable
approximates fair value due to their short-term nature and historical
collectibility.

Short-term notes receivable  The carrying value of short-term notes
receivable approximates fair value due to their short-term nature.

Long-term investments  The fair values of some investments are estimated
based on quoted market prices for those or similar investments. For other
investments for which there are no quoted market prices, an estimate of
fair value was made based on the Company's knowledge of the investee and
anticipated growth potential.

Accounts payable  The carrying value of accounts payable approximates
fair value due to the short-term nature of the obligations.

Short-term borrowings  The carrying value of short term borrowings
approximates fair value due to the short term nature of the obligations.

Notes payable to others  The carrying amounts reported in the balance
sheet approximate fair value based on current market rates for notes with
similar maturities and terms.





















                                    47
                WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20.  DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS BY A
NONFINANCIAL ENTITY  Continued

The estimated fair values of the Company's financial instruments are as
follows:

                                          December 31,
                                         (in thousands)
                                 2002                       2001
                          ------------------         -----------------
                          Carrying     Fair          Carrying     Fair
                           Amount      Value          Amount     Value
                          --------    -------       ---------    ------
Cash and short-term
  investments             $    447    $   447        $   177    $    177
Accounts receivable,
  net of allowance
  for doubtful
  accounts                $  2,960    $ 2,960        $ 1,914    $  1,914
Long-term
  investments for
  which it is
  practicable to
  estimate fair
  value                   $     32    $    52        $   434    $     434
Accounts payable          $  1,460    $ 1,460        $ 1,197    $   1,197
Short-term
  borrowings              $  2,624    $ 2,624        $ 1,409    $   1,409
Notes payable to
  others                  $    996    $   996        $   678    $     678

The company determined the estimated fair value amounts by using
available market information and commonly accepted valuation
methodologies.  However, considerable judgment is required in
interpreting market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company or holders of the instruments
could realize in a current market exchange. The use of different
assumptions and estimation methodologies may have a material effect on
the estimated fair values.

21. NON-CASH INVESTING AND FINANCING ACTIVITIES

As discussed in Note 1, in 2002 unrealized gains of $3,000 and in 2001,
unrealized losses of $23,000 on investments classified as available-for-
sale were reported as other comprehensive income.

As discussed in Note 6, in 2001, the Company recognized a loss of
$500,000 due to the permanent impairment of its investment in ES.




                                    48
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21. NON-CASH INVESTING AND FINANCING ACTIVITIES  Continued

In 2001, the Company issued common stock pursuant to debt conversion and
its related accrued interest.  This accrued interest generated $2,000 in
expense.  Common stock of $900 and additional paid in capital of $102,000
was recorded in connection with this conversion.

As discussed in Note 12, in 2001, the Company recorded fixed assets and
obligations under capital leases pursuant to arrangements to lease
equipment from BB&T Leasing Corporation.

As discussed in Note 18, in 2001, the Company recorded a change in the
par value of its common and preferred stock, from $1.00 per share to $.01
per share.  This generated a decrease in common stock of $9,821,000,
which was recorded as additional paid in capital.

As discussed in Note 12, in 2002, the Company recorded fixed assets and
obligations under capital leases pursuant to arrangements to lease
software from Hibernia.

As discussed in Note 17, in 2002, the Company settled the lawsuit
regarding rent due for Houze West.  A note payable was issued in
satisfaction of the accrued rent due.

As discussed in Note 2, in 2002, Numo purchased the assets of Kerry's
Etcetera in exchange for $7,000 a month for 105 months.

As discussed in Note 13, in 2002, the Company recognized a minimum
pension liability and an intangible asset for unrecognized prior service
costs.  The difference between these two was recorded as other
comprehensive income.

During 2002, the Company converted $10,000 in notes receivable to stock
of the issuing company.  The company also wrote-off $5,000 in
uncollectible notes receivable in 2002.

22. STOCK COMPENSATION

On October 10, 2000, the board of directors approved the 2000 Stock Plan
(the "Plan") to award shares of the Company's common stock and stock
options to employees, officers, directors, consultants, and advisors of
the Company.  The total number of shares of common stock reserved for
issuance under the plan is 185,000.  On October 20, 2000, the board of
directors approved the issuance of 184,000 shares of the Company's stock
under the Plan.  The shares were subsequently issued at an exercise price
of $0.25 per share to certain employees and directors of the Company as
additional compensation.  During the year ended December 31, 2000, the
Company recognized $46,000 in compensation expense under the Plan.  Since
the value assigned was $0.25 per share, and the par value at the time of
issuance was $1.00 per share, the difference of $138,000 was taken
against capital in excess of par value.  During 2001, the Company issued
the remaining 1,000 shares to an employee.

                                   49
               WILSON BROTHERS USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

23. SALES RETURNS

During the last quarter of 2002, the Company had material sales to a
single customer, Wal-Mart.  During the first quarter of 2003, Wal-Mart
returned an estimated $1,292,000 of the merchandise it purchased.  The
Company will be required to refund Wal-Mart $1,292,000 from these sales
and plans to finance this refund by selling the inventory, obtaining
financing from a bank, or negotiating an extended payment plan with Wal-
Mart.  The Company is currently conferring with Wal-Mart to determine and
finalize the actual amount of merchandise returned.  At December 31,
2002, the Company recorded reversed the sale and recorded $365,000 in
deferred gross profit related to the Wal-Mart sales to reserve for this
refund.  At December 31, 2002, the Company had $391,000 in accounts
receivable related to Wal-Mart sales, which will offset the amount due to
Wal-Mart in 2003.

24. FOURTH QUARTER ADJUSTMENTS

As discussed in Note 23, the Company accrued $365,000 in deferred gross
profit on estimated returns from fourth quarter sales.

As discussed in Note 13, the Company recorded a fourth quarter adjustment
of $192,000 to recognize the minimum liability of its defined benefit
pension plan.

25. SUBSEQUENT EVENTS

On January 1, 2003, Bargain Builders assumed the $30,000 liability from
one of its employees.  See Note 14.

On January 6, 2003, the $468,000 note payable, discussed in Note 11, was
extended for 6 months.  The interest rate remains at prime plus 4%.

On January 23, 2003, the Company paid in full the entire balance due to
Mr. Zanin in the amount of $56,828.

On February 20, 2003, a related party exercised stock warrants.  $1,875
was paid to the Company in exchange for 7,500 shares of common stock.
See Note 18.

As discussed in Note 23, during the first quarter of 2003, Wal-Mart
returned inventory to the Company.

On March 1, 2003, the Company instituted a 401(k) plan, which covers all
non-union employees.  Contributions to the plan will be made at the
discretion of management.







                                   50
Item 8  Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

None

PART III


Item 9  Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.

The table below sets forth the names, ages and positions of the Company's
directors and executive officers as of December 31, 2002:

Name                                   Age        Position
Frank J. Zanin, Jr.                    36         Director, Chief
                                                  Executive Officer and
                                                  Chief Financial Officer

John H. Sanford                        36         President and Director

Brett R. Smith                         37         Director

David N. Stedman                       38         Director

Peter T. Valinski                      36         Director

Michael E. Hicks                       37         Director,
                                                  President  Numo
                                                  Manufacturing
                                                  Acquisitions, Inc.

David Weimer                           47         President  Houze Glass
                                                  Corporation

     The Board of Directors currently consists of three directors.
Directors hold office until the next annual meeting of shareholders or
until their successors are elected and qualified.

     The Company's officers are elected by the Board of Directors and
hold office at the discretion of the Board.

Frank J. Zanin, Jr. has been a director since April 24, 1997 and employed
by the Company as Chief Executive Officer and Chief Financial Officer
since March 1, 2000 and June 30, 1999, respectively.  Mr. Zanin served as
a Financial Analyst for Roper Health Systems, Inc. between November 1993
and January 1999.  Mr. Zanin earned his M.B.A. from The College of
William and Mary in 1991 and is a certified public accountant.

John H. Sanford has been President of the Company since 1996 and a member
of the Board of Directors since April 1995.  Mr. Sanford served as the
Company's Chief Executive Officer from April 30, 1996 to March 1, 2000.
Since January 01, 2001, Mr. Sanford has been the Chief Executive Officer
of BargainBuilder.com, Inc. Between March 7, 1994 and June 30, 1999, Mr.
Sanford also served as the Company's Chief Financial Officer. He also

                                    51
became Secretary of the Company and a Director in April 1995. Between
1993 and 1999 Mr. Sanford was an equity trader for Carr Securities, Inc.,
a New York brokerage firm.  Mr. Sanford earned his M.B.A. from the
University of North Carolina at Chapel Hill in 1993.

Brett R. Smith has been a director since April 17, 1997.  In 1993 he co-
founded and has been a principal of Counter Culture Coffee in Durham,
North Carolina.  Mr. Smith earned his M.B.A. from the University of North
Carolina at Chapel Hill in 1993. Since January 1, 2001, Mr. Smith has
been the Chief Operating Officer of BargainBuilder.com, Inc.

David N. Stedman is Chief Executive Officer and founder of Assiduous
Strategic Investments, LLC. (ASI).  ASI was formed in July 2002 and
serves as a hedge fund manager of global fixed income investments.
Before launching ASI, Mr. Stedman worked in the global fixed income areas
of Barclays Capital 1998-2002, Goldman Sachs 1995-1998, and Salomon
Brothers 1993-1995.  Mr. Stedman earned his M.B.A. from the University of
North Carolina at Chapel Hill in 1993.

Peter T. Valinski has been Channel Manager of Sawgrass Technologies since
January 2003.  Prior to that Mr. Valinski was Director of Sales for
Employment Solutions, LLC. Prior to 2001 Mr. Valinski held several
positions of increasing responsibility with Solutia, Inc. to include:
Technical Market Manager, Technical Sales Manager and Research and
Development Chemist. Mr. Valinski was employed with Solutia, Inc. from
1998 to 2001.

Michael E. Hicks has been President of Numo since January 1, 2000 and
employed as Vice President of Sales and Marketing of Numo and Houze since
1997.  Prior to that he was Vice President of Sales and Marketing of
Custom Printing, Inc.  Mr. Hicks earned his B.B.A. from Texas A&M
University in 1986.

David Weimer has been President of Houze since January 1, 2000.  Prior to
that Mr. Weimer was General Manager and Controller of Houze since 1997.
Prior to 1997 Mr. Weimer held several positions of increasing
responsibility to include: Cost Accountant, Manufacturing Service
Manager, Credit Manager, and Director of Operations. Mr. Weimer has been
employed with Houze since 1986.



     Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires executive officers, directors and beneficial owners of more than
10% of the Company's Common Stock (the "Company Reporting Persons") to
file reports of ownership and changes in ownership with the Securities
and Exchange Commission.  Based on a review of the report forms that were
filed, the Company believes that all reports for 2002 were reported in a
timely manner to the Securities and Exchange Commission.





                                    52

Item 10  Executive Compensation.

     The following table sets forth the cash compensation as well as
certain other compensation paid or accrued of the Company's Chief
Executive Officer and the executive officers whose total salary and bonus
exceeded $100,000 individually during the years ended December 31, 2002,
2001 and 2000.

Summary Compensation Table
                       ---------------------------

Name and Principal                        Annual           Long Term
     Position                 Year     Compensation       Compensation
-------------------          ------  ----------------   ---------------
                                                           All Other
                                      Salary    Bonus    Compensation
                                     --------  -------   -------------

Frank J. Zanin, Jr.            2002  $76,600      -              -
Chief Executive Officer        2001  $75,000      -              -
and Director  (1)              2000  $65,000      -        $10,000(2)

Michael Hicks                  2002  $98,500   $31,250           -
President Numo                 2001  $87,800   $42,150           -
                               2000  $87,000   $50,000     $18,750(2)
-------------------
(1)  Effective as of March 1, 2000, the Board of Directors appointed Mr.
Frank J. Zanin, Jr., the Company's then Chief Financial Officer, as Chief
Executive Officer replacing John H. Sanford.

     (2)  On October 20, 2000, the Company granted 40,000, and 75,000
shares of its Common Stock valued at $0.25/share on the date of grant to
Mr.Zanin and Mr. Hicks, respectively, pursuant to the Plan as
compensation for their services.


Item 11  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

The following table sets forth information regarding the beneficial
ownership of shares of the Company's Common Stock, as of March 20, 2003,
by each person who beneficially owns more than five percent of such
shares, by each director of the Company, by each executive officer named
in Item 10 and by all directors and executive officers of the Company as
a group.  Each person named in the table has sole voting and investment
power with respect to all shares of Common Stock shown as beneficially
owned by him or it, except as otherwise set forth in the notes to the
table.





                                    53



Name and Address(1)         Amount of
of Beneficial Owner     Beneficial Ownership       Percent of Class
-------------------    ----------------------     ------------------
John H. Sanford             5,210,702                  52.00%

Walter P. Carucci           1,498,267(2)               14.95%
14 Vanderventer Avenue,
Pt. Washington, NY 11050

Carucci Family Partners       724,968                   7.23%
14 Vanderventer Avenue,
Pt. Washington, NY 11050

Marshall C. Sanford, Jr.      662,507                   6.61%
Governor's Mansion
800 Richland Street
Columbia, SC 29201

Frank J. Zanin, Jr.            77,500                    *

Brett R. Smith                103,455                   1.03%

David N. Stedman               72,500                    *

Peter T. Valinski               1,000                    *

Michael E. Hicks               82,500                    *

All Directors and
Executive Officers
(6 persons)(3)              5,547,657                  55.36%

(1)Unless otherwise indicated, the address for the beneficial owner is
c/o Wilson Brothers USA, Inc., 24 Gadsden Street  Suite C, Charleston SC,
29401.

(2)Includes 724,968 shares owned by Carucci Family Partners, a
partnership in which Mr. Carucci is the general partner.

(3)Includes shares owned by Mr. Sanford, Mr. Zanin, Mr. Smith, Mr.
Stedman, Mr. Valinski, and Mr. Hicks.

*     Less than 1%.

     Director Compensation

     The Company has no compensatory arrangement with its directors for
their service on the board and did not pay its board members for their
service during the fiscal year ended December 31, 2002.






                                    54

Item 12  Certain Relationships and Related Transactions.

     On February 24, 2000, the Company borrowed $130,000 from Mr. John H.
Sanford's mother, in order to purchase equipment for Numo.  In connection
with the loan, the Company issued the lender warrants to purchase 7,500
shares of common stock of the Company for $0.25 per share.  The loan and
the issuance of the warrants were approved by the board of directors and
the loan was paid in full in 2000. On February 20, 2003, Mr. Sanford's
mother exercised the warrants and 7,500 shares of the Company's common
stock were issued to her in March of 2003.

     On March 1, 2001, the Company secured a $300,000 line of credit from
members of Mr. Sanford's family to provide working capital for Numo.  The
annual interest rate on the line is 11% and the line of credit has an
eight-month term.  The Company paid a $12,500 origination fee upon
maturity of the line of credit. The line of credit was secured by Mr.
Sanford's personal assets.  On September 28, 2001, the line of credit was
extended for six months and again on February 15, 2002 for an additional
six months.  The balance as of December 31, 2001 was approximately
$236,000.  On April 5, 2002, the line of credit was paid in full.

     On January 19, 2001, Brett R. Smith, Director of the Company,
purchased, for a purchase price of $50,000, 45,455 shares of the 341,183
shares of Common Stock sold in connection with the Common Stock offering
to partially finance the purchase of a 17.04% interest in ES. To finance
the remaining portion of the purchase, the Company borrowed $569,000 from
Sanford ESI, LLC at prime plus 1% for 6 months.  As of December 31, 2002
the balance was approximately $468,000.  The loan is secured by Mr.
Sanford's personal assets.  On June 20, 2001 the loan was extended for an
additional six months at prime plus 3%.  A $1,000 fee was paid on each of
November 18, 2001, December 18, 2001, and January 18, 2002. On November
10, 2001 the loan from Sanford ESI, LLC was assigned to Big Tree Road,
LLC, a Sanford family partnership.  On each of July 1, 2002 and January
6, 2003 the loan was extended for an additional six months at prime plus
4%.  To partially finance the repayment of the loan, the Company raised
$100,000 in a private placement of convertible promissory notes and used
such proceeds to pay down the amounts owed to Big Tree Road, LLC formerly
Sanford ESI, LLC.  On October 5, 2001 the principal amount of the Notes
and $2,496 in accrued interest was converted into 93,178 shares of Common
Stock at $1.10 per share. John Sanford, the Company's President and
majority shareholder, owns 23.5% of Sanford ESI, LLC and family members
of Mr. Sanford own the balance.  Mr. Sanford also owns 31.0% of Big Tree
Road, LLC and the family members of Mr. Sanford own the remainder.

     In December 2001 and January 2002, the Company borrowed $30,000 and
$25,000, respectively, from Frank J. Zanin, Jr., Chief Executive Officer
and director of the Company.  The unsecured promissory notes bore
interest at 10% per annum and had a three-month term.  In addition a loan
commitment fee of 1.5% or $825 was paid for both loans. On March 11,
2002, both notes were paid in full.




                                    55

     On September 16, 2002 and December 11, 2002, the Company borrowed,
respectively, $6,500 and $50,000 from Frank Zanin, the Company's Chief
Executive Officer and Chief Financial Officer and a director of the
Company, to provide working capital for WBSC.  The notes were unsecured
and interest accrued at the prevailing prime rate.  On January 20, 2003,
both notes were repaid in full.

     During the second quarter of 2002, BB.com raised additional capital
through the sale of its Series B Preferred Stock.  In connection with
this stock offering the Company agreed to provide certain guarantees that
if BB.com files bankruptcy within the 24 months after the stock sale or
has sales less than $2.0 million for any 12 month period occurring prior
to the 24 months after the stock sale, the Company will execute a
$250,000 promissory note at 8% per annum payable quarterly over five
years in favor of the BB.com investors.

     On March 13, 2002 the Company loaned $301,000, of the ES sales
proceeds, to BB.com for working capital.  On April 3, 2002, BB.com repaid
the loan in full.

Item 13  Exhibits and Reports on Form 8-K.

(a)   The exhibits required by Item 601 of Regulation S-B are listed
below.

(b)   Reports on Form 8-K

      The Company did not file any reports on Form 8-K during the last
quarter of the fiscal year ended December 31, 2002.

(c)   Financial Statement Schedule:

      II.   Valuation and Qualifying Accounts  Three years ended December
31, 2002

All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial statements
or the notes thereto.

Exhibit No. Description of Exhibit
----------- -----------------------

3.1         Articles of Incorporation (including all amendments
thereto) of the Company, incorporated by reference from the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001

3.2         Amended, as of March 1, 2000, By-Laws of the Company,
incorporated by reference from the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2000

4.1         Articles of Incorporation (including all amendments
thereto) of the Company, incorporated by reference from the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001

                                    56
4.2         Amended, as of March 1, 2000, By-Laws of the Company,
            incorporated by reference from the Company's Annual Report
            on Form 10-KSB for the year ended December 31, 2000

4.3         Specimen certificate, Common Stock, $0.01 par value
per share, incorporated by reference from the Company's
            Annual Report on Form 10-KSB for the year ended
            December 31, 2001

10.1        Promissory Note between Sanford ESI, LLC and the Company
            dated January 19, 2001 incorporated by reference from the
            Company's Quarterly Report on Form 10-QSB filed on
            May 14, 2001.

10.2        Comerica Bank of Texas Promissory Notes for Numo's Line of
            Credit and Term Note and April 12, 2002 Amendment
            incorporated by reference from the Company's Quarterly
            Report on Form 10-QSB filed on May 14, 2002.

10.3        Investor Rights Agreement dated June 4, 2002 among
            BargainBuilder.com and certain investors incorporated by
            reference from the Company's Quarterly Report on
            Form 10-QSB filed on August 14, 2002.

10.4        Note Agreement and Open End Mortgage between Houze Glass
            Corporation and Citizens Bank dated December 14, 2001
            incorporated by reference from the Company's Quarterly
            Report on Form 10-QSB filed on August 14, 2002.

10.5        Master Revolving Note and Second Amendment to Credit
            Agreement between Numo Manufacturing, Inc and Comerica
            Bank of Texas dated August 20, 2002 incorporated by reference
            from the Company's Quarterly Report on Form 10-QSB filed on
            November 13, 2002.

10.6        Asset Purchase Agreement between Numo Manufacturing, Inc
            and Kerry Turner d/b/a Kerry's Etcetera dated
            September 03, 2002 incorporated by reference from the
            Company's Quarterly Report on Form 10-QSB filed on
            November 13, 2002.

11.1        Computation of Earnings (Loss) per Common and
            Equivalent Share  Five Years Ended December 31, 2002*

21.1        Subsidiaries of Wilson Brothers USA, Inc.*

24.1        Power of Attorney (included on signature pages hereto)*

99.1 (1)    Certification Pursuant to 18 U.S.C. Section 1350, As
            Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.*
_____________________
*  being filed herewith.



                                    57
(1)	Furnished as an exhibit in accordance with the interim guidance
provided in SEC Rel. No. 34-47551, dated March 21, 2003.  The information
contained in this exhibit shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section.
Furthermore, the information contained in this exhibit shall not be
deemed to be incorporated by reference into the filings under the
Securities Act of 1933, as amended.

Item 14  Controls and Procedures

(a)      Evaluation of disclosure controls and procedures.

	Based on the Company's most recent evaluation, which was completed
within 90 days of the filing of this Form 10-KSB, the Company's Chief
Executive Officer and Chief Financial Officer believes the Company's
disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
provide reasonable assurances that information required to be disclosed
by the Company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time
period required by the United States Securities and Exchange Commission's
rules and forms.

(b)      Changes in internal controls.

There have been no significant changes in internal controls or in
other factors that could significantly affect these controls subsequent
to the date of the most recent evaluation of the Company's internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

























                                    58
SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

WILSON BROTHERS USA, Inc.
Dated: March 26, 2003                  By: /s/ Frank J. Zanin Jr.
                                           -----------------------
                                              Frank J. Zanin, Jr.
                                              Chief Executive Officer
                                              and Chief Financial Officer

We, the undersigned directors and officers of Wilson Brothers USA, Inc.
(the "Company"), do hereby constitute and appoint Frank J. Zanin, Jr.,
our true and lawful attorney-in-fact and agent, with full power of
substitution, to execute and deliver an Annual Report on Form 10-KSB
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Act"), with respect to the year ended December 31, 2002,
to be filed with the Securities and Exchange Commission, and to do any
and all acts and things and to execute any and all instruments for us and
in our names in the capacities indicated below, which said attorney-in-
fact and agent may deem necessary or advisable to enable the Company to
comply with the Act and any rules, regulations, and requirements of the
Securities and Exchange Commission in connection with such Report,
including without limitation the power and authority to execute and
deliver for us or any of us in our names and in the capacities indicated
below any and all amendments to such Report; and we do hereby ratify and
confirm all that the said attorneys-in-fact and agents shall do or cause
to be done by virtue of this power of attorney.

In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant
and in the capacities indicated and on the dates indicated.

Date                     Signature                  Titles
------                 --------------            --------------
March 26, 2003    /s/Frank J. Zanin, Jr.    Chief Executive Officer,
                  ----------------------    Chief Financial Officer and
                     Frank J. Zanin, Jr.    Director(Principal Executive
                                            Officer and Principal
                                            Financial Officer)

March 26, 2003    /s/John H. Sanford        President and Director
                  ----------------------
                     John H. Sanford

March 26, 2003   /s/ Michael E. Hicks       Director and President of
                  ----------------------    Numo Manufacturing, Inc.
                     Brett R. Smith






                                    59
March 26, 2003   /s/ Brett R. Smith         Director
                  ----------------------
                     Brett R. Smith



March 26, 2003   /s/ David N. Stedman       Director
                  ----------------------
                     David N. Stedman

March 26, 2003   /s/ Peter T. Valinski      Director
                  ----------------------
                     Peter T. Valinski

                                        60

CERTIFICATION

    I, Frank J. Zanin, Jr., certify that:

1. I have reviewed this annual report on Form 10-KSB of Wilson
Brothers USA, Inc.;

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

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

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

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

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

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

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

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

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




                                          61
6. The registrant's other certifying officers and I have indicated
in this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Date:  March 26, 2003
      ---------------------


/s/ Frank J. Zanin, Jr.
---------------------------
Frank J. Zanin, Jr.
Chief Executive Officer and
Chief Financial Officer

                                                  62

INDEX TO FINANCIAL STATEMENT SCHEDULES
                                                               Page
                                                               ----
Valuation and Qualifying Accounts  Three years
ended December 31, 2002                                         63


Schedule II
              WILSON BROTHERS USA, INC. AND SUBSIDIARIES
                   Valuation and Qualifying Accounts
                  Three years ended December 31, 2002

                                          Additions
                              Balance at  charged to Deductions   Balance
                              beginning   costs and     from       at end
Description                    of year    expenses    reserves    of year
----------------------        ---------   --------    --------    -------

Year ended December 31, 2002:
  Receivables  allowance
  for doubtful accounts       $195,000    $232,000    $107,000   $320,000
                              ========    ========    ========   ========
Year ended December 31, 2001:
  Receivables  allowance
  for doubtful accounts       $174,000    $210,000    $189,000   $195,000
                              ========    ========    ========   ========
Year ended December 31, 2000:
  Receivables  allowance
  for doubtful accounts        $96,000    $190,000    $112,000   $174,000
                              ========    ========    ========   ========










                                    63



Exhibit No. Description of Exhibit
----------- -----------------------

3.1         Articles of Incorporation (including all amendments
thereto) of the Company, incorporated by reference from the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001

3.2         Amended, as of March 1, 2000, By-Laws of the Company,
incorporated by reference from the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2000

4.1         Articles of Incorporation (including all amendments
thereto) of the Company, incorporated by reference from the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001

4.2         Amended, as of March 1, 2000, By-Laws of the Company,
            incorporated by reference from the Company's Annual Report
            on Form 10-KSB for the year ended December 31, 2000

4.3         Specimen certificate, Common Stock, $0.01 par value
per share, incorporated by reference from the Company's
            Annual Report on Form 10-KSB for the year ended
            December 31, 2001

10.1        Promissory Note between Sanford ESI, LLC and the Company
            dated January 19, 2001 incorporated by reference from the
            Company's Quarterly Report on Form 10-QSB filed on
            May 14, 2001.

10.2        Comerica Bank of Texas Promissory Notes for Numo's Line of
            Credit and Term Note and April 12, 2002 Amendment
            incorporated by reference from the Company's Quarterly
            Report on Form 10-QSB filed on May 14, 2002.

10.3        Investor Rights Agreement dated June 4, 2002 among
            BargainBuilder.com and certain investors incorporated by
            reference from the Company's Quarterly Report on
            Form 10-QSB filed on August 14, 2002.

10.4        Note Agreement and Open End Mortgage between Houze Glass
            Corporation and Citizens Bank dated December 14, 2001
            incorporated by reference from the Company's Quarterly
            Report on Form 10-QSB filed on August 14, 2002.

10.5        Master Revolving Note and Second Amendment to Credit
            Agreement between Numo Manufacturing, Inc and Comerica
            Bank of Texas dated August 20, 2002 incorporated by reference
            from the Company's Quarterly Report on Form 10-QSB filed on
            November 13, 2002.


                                    64
10.6        Asset Purchase Agreement between Numo Manufacturing, Inc
            and Kerry Turner d/b/a Kerry's Etcetera dated
            September 03, 2002 incorporated by reference from the
            Company's Quarterly Report on Form 10-QSB filed on
            November 13, 2002.

11.1        Computation of Earnings (Loss) per Common and
            Equivalent Share  Five Years Ended December 31, 2002*

21.1        Subsidiaries of Wilson Brothers USA, Inc.*

24.1        Power of Attorney (included on signature pages hereto)*

99.1 (1)    Certification Pursuant to 18 U.S.C. Section 1350, As
            Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.*
_____________________
*  being filed herewith.

 (1)	Furnished as an exhibit in accordance with the interim guidance
provided in SEC Rel. No. 34-47551, dated March 21, 2003.  The information
contained in this exhibit shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section.
Furthermore, the information contained in this exhibit shall not be
deemed to be incorporated by reference into the filings under the
Securities Act of 1933, as amended.






















                                    65



Exhibit 11.1

                 Wilson Brothers USA, Inc. and Subsidiaries
       Computation of Earnings (Loss) per Common and Equivalent Share
                     Five Years Ended December 31, 2002
                  (In thousands, except per share amounts)

                                    2002    2001    2000    1999    1998
                                    ----    ----    ----    ----    ----
Income (loss) from
   continuing operations           $ 142   $(478)   $930    $249   $(290)
Add: Interest on convertible
     note payable                     --      --      --      *       *
                                    ----    ----    ----    ----    ----

     Adjusted net income (loss)    $ 142   $(478)   $930    $249    (290)
                                    ====    ====    ====    ====    ====

Weighted average Common Stock and
   common stock equivalents:

Common Stock                      10,014   9,901   9,425   3,827   3,321
Conversion of note payable,
   including interest thereon         --      --      --      --      *
Issuable pursuant to a loan
   origination fee                    --      --      --      --      *
                                    ----    ----    ----    ----    ----

Diluted                           10,014   9,901   9,425   3,827   3,321
                                   =====   =====   =====   =====   =====

Earnings (loss) per common and
   equivalent share:

          Basic                    $0.01  $(0.05)  $0.10   $0.07  $(0.09)
                                    ====    ====    ====    ====    ====

          Diluted                  $0.01  $(0.05)  $0.10   $0.07  $(0.09)
                                    ====    ====    ====    ====    ====

*Antidilutive














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Exhibit 21.1

                   Subsidiaries of Wilson Brothers USA, Inc.

                            State of Incorporation/
Name                             Organization
-----------                      ------------

Houze Glass Corporation           Pennsylvania
Numo Manufacturing, Inc.          Texas
Wilson Brothers SC, Inc.          South Carolina
Third Solution, Inc.              South Carolina









































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Exhibit 99.1


Wilson Brothers USA, Inc.
Certification Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Annual Report of Wilson Brothers USA, Inc. (the
"Company") on Form 10-KSB for the period ended December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Frank Zanin, Chief Executive Officer and Chief Financial
Officer of the Company certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, to my
knowledge, that:

(1)   The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.

A signed original of this written statement required by Section 906 of
the Sarbanes-Oxley Act of 2002 has been provided to the Company and will
retained by the Company and furnished to the Securities and Exchange
Commission or its staff upon request.


/s/ Frank J. Zanin, Jr.
------------------------------------
Frank J. Zanin, Jr.
Chief Executive Officer
and Chief Financial Officer
March 26, 2003


















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