U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

COMMISSION FILE NUMBER: 0-20277

WSN GROUP, INC.
(Exact name of Registrant as specified in its charter)

Nevada 11-2872782
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)

1502 Brookhollow Drive, Suite B, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)

Registrant's telephone number: (714) 427-0760

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

Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.001 Par Value; Class A Warrants; Class B Warrants; Units

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes X No .

As of March 31, 2002, the Registrant had 47,425,202 shares of
common stock issued and outstanding.

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

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION PAGE

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET AS OF
MARCH 31, 2002 3

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED
MARCH 31, 2002 AND MARCH 31, 2001 4

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
MARCH 31, 2002 AND MARCH 31, 2001 5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 17

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 18

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 18

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 19

ITEM 5. OTHER INFORMATION 19

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 19

SIGNATURE 20

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCAL STATEMENTS.

WSN GROUP, INC.
(Formerly Known as World Shopping Network, Inc.)
CONSOLIDATED BALANCE SHEET
MARCH 31, 2002
(Unaudited)

ASSETS

Current Assets
Cash $ 2,146
Accounts Receivable 25,582
Prepaid Expenses 3,284
Total Current Assets 31,012

Property and Equipment, Net 30,526

Other Assets
Restricted Cash 479,923
Investments - Marketable Equity Securities 39,200
Total Other Assets 519,123

Total Assets 580,661

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable 66,402
Notes Payable, Related Party 45,000
Accrued Interest Payable 10,575
Accrued Income Taxes 1,600
Related Party Advances and Loans from Shareholders 25,288
Total Current Liabilities 148,865

Stockholders' Equity
Common Stock: $0.001 Par Value;
Authorized Shares, 500,000,000;
Issued and Outstanding, 47,525,202 47,525
Additional Paid In Capital 2,490,595
Retained Earnings (A Deficit) (2,105,524)
Accumulated Other Comprehensive Loss (800)
Total Stockholders' Equity 431,796

Total Liabilities and Stockholders' Equity 580,661

See Notes to Consolidated Financial Statements.

WSN GROUP, INC.
(Formerly Known As World Shopping Network, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended Nine Months Ended
March 31 March 31
2002 2001 2002 2001
(Restated) (Restated)

Service and Fee Income $ 34,343 $ 15,839 $ 73,962 $ 59,366

Selling, General and Administrative
Expenses 53,722 78,433 206,301 1,237,953

Operating Loss (19,379) (62,594) (132,339) (1,178,587)

Other Income (Expense)
Interest Income 2,500 5,307 9,500 13,307
Interest Expense (1,109) (3,396) (6,033) (13,896)
Total Other Income (Expense) 1,391 1,911 3,467 (589)

Loss Before Provision for Income Tax (17,988) (60,683) (128,872) (1,179,176)

Provision for Income Tax 800 0 1,600 800

Net loss before discontinued operations (18,788) (60,683) (130,472) (1,179,976)

Discontinued Operations
Operating Income - - 26,129 -
Loss on Disposal - - (66,855) -
Discontinued Operations - - (40,726) -

Net Loss (18,788) (60,683) (171,198) (1,179,976)

Basic Loss Per Common Share - - - (0.04)

Basic Weighted Average Common
Shares Outstanding 47,484,091 31,666,322 38,855,333 27,460,197

See Notes to Consolidated Financial Statements.

WSN GROUP, INC.
(formerly known as World Shopping Network, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended
March 31
2002 2001
Cash Flows From Operating Activities
Net Loss $ (171,198) $(1,179,976)
Adjustments to Reconcile Net Loss to Net
Cash Provided by (Used In) Operating Activities
Depreciation 14,668 3,750
Common Stock Issued For Services 33,100 1,002,200
Changes in Assets and Liabilities
(Increase) Decrease in Accounts Receivable (14,856) (9,022)
(Increase) Decrease in Prepaid
Expenses and Other Current Assets 4,070 0
Increase (Decrease) in Accounts
Payable and Accrued Expenses 76,170 32,988
Total Adjustments 113,152 1,029,916

Net Cash Provided By (Used In) Operating
Activities (58,046) (150,060)

Cash Flows From Investing Activities
Purchase of Property and Equipment (3,752) (1,498)
Increase in Restricted Cash (2,080) 16,116

Net Cash Used In Investing Activities (5,832) 14,618

Cash Flows From Financing Activities
Decrease in Checks Issued in Excess of Cash (5,476) 0
Proceeds from the sale of common stock 0 323,302
Net Change from Debt Exchange Common Stock 0 (257,480)
Loans from shareholders 71,500 60,000

Net Cash Provided By (Used In) Financing Activities 66,024 125,822

Increase (Decrease) in Cash and Cash Equivalents 2,146 (9,620)
Cash and Cash Equivalents, Beginning of Period 0 9,620
Cash and Cash Equivalents, End of Period 2,146 0

Cash paid for income taxes and interest: - 800

See Notes to Consolidated Financial Statements.

WSN GROUP, INC.
(formerly known as World Shopping Network, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - STATEMENT OF INFORMATION FURNISHED

The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with Form 10-QSB instructions, and in
the opinion of management, contains all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the
consolidated financial position as of March 31, 2002, the consolidated
results of operations for the three and nine months ended March 31,
2002 and 2001, and the consolidated statements of cash flows for the
nine months ended March 31, 2002 and 2001. These results have been
determined on the basis of generally accepted accounting principles
and practices and applied consistently with those used in the
preparation of the Company's 2001 Annual Report on Form 10-KSB.

Certain information and footnote disclosure normally included in the
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that the accompanying consolidated financial statements be read in
conjunction with the accompanying consolidated financial statements
and notes thereto incorporated by reference in the Company's 2001
Annual Report on Form 10-KSB.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Certain accounts from prior periods have been reclassified to conform
to the current period's presentation. These changes have no effect on
previously reported results of operations or total stockholders' equity.

Consolidation. The accompanying consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries,
Growth Net, Inc. and SDR Information Services, Inc. Intercompany
transactions have been eliminated in the consolidation.

NOTE 3 - LOSS FROM DISCONTINUED OPERATIONS

In connection with the Asset Purchase Agreement dated June 22, 2001
with Tuoc Bui dba System Design and Repair ("SDR"), as well as the
related Escrow Agreement, the Company agreed to pay 4,500,000 shares
of restricted common stock, to be held in escrow, with 900,000 shares
released every year for five years issuable upon the performance of
the business. Accordingly, when the outcome of the contingency is
determinable, the respective shares will be issued at the fair value
of the common stock on the date of issuance and recorded as an
additional cost of SDR, or goodwill. The operations of SDR were
merged into the Company's inactive subsidiary, World Shopping Network,
Inc., a California corporation, and the name was changed to SDR
Information Services, Inc. ("SDRIS") on September 7, 2001.

The Registrant has decided not to proceed with this transaction
because information has come to the Registrant's attention that .
This decision by the Registrant was based on the best interests of the
Registrant and its shareholders. Accordingly, included in loss from
discontinued operations is SDRIS' results of operations for the three
months ended September 30, 2001. No activity has been included in the
Company's consolidated results of operations subsequent to September
30, 2001.

Income from discontinued operations is as follows:

Revenue $ 120,157
Operating costs 94,028
Income $ 26,129

The loss on disposal was calculated as follows:

Cash $ (6,290)
Accounts receivable (39,288)
Intercompany advances (29,154)
Accounts payable 7,877
Loss on disposal $ (66,855)

NOTE 4 - PRIOR INTERIM ADJUSTMENT

Common stock issued for services during the nine months ended March
31, 2001 was valued at par value ($0.001) instead of the fair market
value at the date of issuance. Accordingly, net loss for the three
and nine months ended March 31, 2001 was adjusted to reflect the
additional values associated with the understatement of net loss for
the periods presented. Adjusted net loss for the three and nine
months ended March 31, 2001 was $60,683 and $1,179,976, respectively,
which resulted in adjusted net loss per share amounts of $0.00 and
$0.04, respectively.

NOTE 5 - EARNINGS PER SHARE

Earnings (loss) per share of common stock is computed by dividing the
net loss (numerator) for the period by the weighted average number of
common shares outstanding (denominator) during the period. Diluted
earnings or loss per share are based on the weighted average number of
common shares outstanding and dilutive common stock equivalents. All
per share information is adjusted retroactively to reflect stock
splits and changes in par value, when applicable. All loss per share
amounts in the financial statements are basic loss per share.

NOTE 6 - FINANCIAL RESULTS AND LIQUIDITY

To date, the Company has not been profitable. The Company faces all
the risks common to companies in their early stages of development,
including undercapitalization and uncertainty of funding sources, high
initial expenditure levels, uncertain revenue streams, and
difficulties in managing growth. The Company's recurring losses raise
substantial doubt about its ability to continue as a going concern.
The Company's financial statements do not reflect any adjustments that
might result from the outcome of this uncertainty. The Company
expects to incur losses as it expands its businesses and will require
additional funding during the fiscal year ended June 30, 2002. The
satisfaction of our cash requirements hereafter will depend in large
part on the Company's ability to successfully raise capital from
external sources to pay for planned expenditures and to fund
operations. The Company does not expect that sufficient cash will be
generated from operations to fund our growth for the foreseeable
future. As a result, the Company expects to aggressively pursue
additional sources of funds in the form of loans from shareholders or
the raise of capital from the sale of debt or equity offerings, if
necessary. See Note 7.

The Company continually seeks to find other companies that are suited
for merger into our Company. The board of directors of the Company
does consider such offers and would consider all of the terms of any
such offer as part of its fiduciary duty to determine whether any such
transaction is in the best interest of the Company's stockholders. If
the Company's board of directors does determine that a merger of the
Company is in the best interests of the Company's stockholders, the
board of directors may determine to pursue such a transaction and the
consideration to be paid in connection with such transaction would be
used to expand the Company's business and fund future operations. The
Company cannot provide assurance that it will be able to raise funds
through a sale or equity transaction, or if such funding is available,
that it will be on favorable terms. The Company's common stock is
currently traded on the Over-the-Counter Bulletin Board.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Consulting Agreement for Equity Financing-On November 30, 2001, the
Company entered into a consulting agreement with Steven Vicory for the
purpose of securing an equity line of credit for an amount of no less
than $5,000,000 for use as working capital. The agreement if for a
period of one hundred eighty (180) days and may be extended for two
ninety (90) day periods, at the consultant's discretion. The
consultant is compensated as follows: (i) an initial retainer of
150,000 shares of free trading common stock, and (ii) for each dollar
of an equity line of credit made available to the Company up to
$5,000,000, consultant shall receive share of the Company's common
stock under the Company's Stock Incentive Plan registered under the
Company's Form S-8. If the consultant is successful in obtaining an
equity line of credit in the amount of $10,000,000, the consultant
shall receive 1.6 million shares of the Company's common stock. If
the consultant is successful in obtaining an equity line of credit in
the amount of $15,000,000, the consultant shall receive 2 million
shares of the Company's common stock. For amounts over $15,000,000,
the consultant shall receive share of the Company's per dollar in
excess of $15,000,000, the compensation in stock under the Company's
Stock Incentive Plan registered under the Company's Form S-8.

Lawsuit - Subsequent to year end, the Company filed a lawsuit against
Tri Star-Diversified Ventures, L.L.C. (WSN Group v. Tristar
Diversified, et al, Case No. 01CC09508) to cancel 4,500,000 common
shares of WSN Group, Inc. and for breach of contract. A cross
complaint was filed by Tri Star and the Company is currently contesting
the case vigorously. No trial date has been set. Based upon the
opinion of the Company's counsel, the likelihood is favorable as to
success for the Company. Potential gain is the cancellation of
4,500,000 shares of common stock; potential loss is the Company having
to repay the loans outstanding to Tri Star of $45,000 plus accrued
interest. The financial statements reflect the 4,500,000 shares
outstanding and the full amount of the loans plus accrued interest.
The Company is currently making a good faith attempt to settle the
claims made by dismissing with prejudice both claims with each party
bearing its respective costs.

NOTE 8 - SUBSEQUENT EVENTS

Subsequent to March 31, 2002, the Registrant issued 12,900,000 shares
of common stock for services rendered, which were valued at the fair
market value on the date of issuance. As of May 8, 2002, total
outstanding shares of common stock were 60,425,202.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Results of Operations.

(a) Revenues.

The Registrant generated $34,343 and $73,962 in revenues for the
three and nine months ended March 31, 2002, respectively, versus
$15,839 and $59,366 for the same periods in 2001, resulting from the
Company's continued sales and marketing efforts.

(b) Selling, General and Administrative Expenses.

During the three and nine months ended March 31, 2002, the
Registrant incurred $53,722 and $206,301, respectively, in selling,
general and administrative expenses compared to $78,433 and $1,237,953
for the same periods in 2001. The substantial decrease for both
periods presented represented is due to common stock issued for
services, which accounted for $3,000 and $33,100 for the three and
nine months ended March 31, 2002 versus $7,000 and $1,002,200 for the
three and nine months ended March 31, 2001.

Interest income was $2,500 and $9,500 for the three and nine
months periods ended March 31, 2002, respectively, versus $5,307 and
$13,307 for the same periods in 2001, and represents interest earned
on the Registrant's Dreyfus money market account. The account is
restricted from use for working capital and is held by the
Registrant's wholly owned subsidiary, Growth Net, Inc. Interest
earned in the future will be dependent on prevailing interest rates.

(d) Provision for Income Taxes.

As of March 31, 2002, the Registrant's accumulated deficit was
approximately $2,100,000, and as a result, there has been no provision
for income taxes to date, other than state taxes based on income or
the related minimum franchise tax.

(e) Net Loss.

The Registrant reported a net loss of $18,788 and $171,198 for
the three and nine months ended March 31, 2002 compared to a net loss
of $60,683 and $1,179,976 for the three and nine months ended March
31, 2002. The substantial decrease for both periods presented
represented is due to common stock issued for services, which
accounted for $3,000 and $33,100 for the three and nine months ended
March 31, 2002 versus $7,000 and $1,002,200 for the three and nine
months ended March 31, 2001.

Liquidity and Capital Resources.

As of March 31, 2002, the Registrant had a cash balance of $2,146
and a negative working capital of $117,853. The Registrant financed
its operations from loans from shareholders for the nine months ended
March 31, 2002.

Net cash flows used in operating activities was $58,046 for the
nine months ended March 31, 2002, compared $150,060 for the same
period in 2001, primarily representing general corporate overhead
expenses such as salaries and consulting fees, rent, and utilities
which contributed to the Company's net loss for the periods presented.

Net cash flows provided by (used in) investing activities for the
nine months period ended March 31, 2002, was ($5,832) compared to
$14,618 for the same period in 2001, representing interest earned on
the Dreyfus money market account and the purchase of fixed assets.

Net cash flows provided by (used in) financing activities for the
nine months period ended March 31, 2002 was $66,024 representing loans
from shareholders versus $125,822 for the same period in 2001
primarily representing proceeds from the sale of common stock pursuant
to the Registrant's SB-2 offering and working capital loans from shareholders.

At present, the Registrant plans to fund its operations by
securing an equity line of credit for an amount no less than
$5,000,000 pursuant to a consulting agreement dated November 30, 2001.
The details of the consulting agreement are more fully described in
Note 7 to the financial statements above. Interim sources of funds
include loans from shareholders. The Registrant expects net operating
losses to continue during the next 12 months and will need additional
financing.

The Registrant's future funding requirements will depend on
numerous factors. These factors include the Registrant's ability to
operate its business profitably in the future, recruit and train
qualified management, technical and sales personnel, and the
Registrant's ability to compete against other, better capitalized
corporations who offer similar services. The Registrant estimates
that it will need to raise approximately $5,000,000 over the next
twelve months for such purposes.

Risk Factors Connected with Operations of Registrant.

(a) Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive.

The Registrant has only a limited operating history upon which to
base an assumption that the Registrant will be able to achieve its
business plans. In addition, the Registrant has only limited assets.
As a result, there can be no assurance that the Registrant will
generate significant revenues in the future; and there can be no
assurance that the Registrant will operate at a profitable level. If
the Registrant is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Registrant's business
will not succeed.

The Registrant incurred a net loss of $291,321 for the fiscal
year ended June 30, 2000 and $1,312,252 for the fiscal year ended June
30, 2001, and $171,198 for the nine months ended March 31, 2002. The
Registrant's current liabilities exceed its current assets by $174,381
as of June 30, 2000, $108,591 as of June 30, 2001, and $117,853 as of
March 31, 2002. At March 31, 2002, the Registrant had an accumulated
deficit of $2,102,524. This raises substantial doubt about the
Registrant's ability to continue as a going concern.

(b) Need for Additional Financing May Affect Operations and Plan of
Business.

Current funds available to the Registrant will not be adequate
for it to be competitive in the areas in which it intends to operate.
Therefore, the Registrant will need to raise additional funds in order
to fully implement its business plan. The Registrant will attempt to
raise approximately $5 million in additional funds during the next 12
months through public or private financing in order to continue with
its business plan. However, there can be no assurance that the
Registrant will be successful in raising such additional funds.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the
Registrant might seek to compensate providers of services by issuance
of stock in lieu of cash.

The Registrant's continued operations therefore will depend upon
its ability to raise additional funds through bank borrowings, equity
or debt financing. There is no assurance that the Registrant will be
able to obtain additional funding when needed, or that such funding,
if available, can be obtained on terms acceptable to the Registrant.
If the Registrant cannot obtain needed funds, it may be forced to
curtail or cease its activities. Also, if funding is insufficient at
any time in the future, the Registrant may not be able to take
advantage of business opportunities or respond to competitive
pressures, any of which could have a negative impact on the business,
operating results and financial condition. If additional shares were
issued to obtain financing, current shareholders may suffer a dilutive
effect on their percentage of stock ownership in the Registrant.

The Registrant's success in establishing an e-commerce business
web site will be dependent on consumer acceptance of e-retailing and
an increase in the use of the Internet for e-commerce. If the markets
for e-commerce do not develop or develop more slowly than the
Registrant expects, its e-commerce business may be harmed. If
Internet usage does not grow, the Registrant may not be able to
increase revenues from Internet advertising and sponsorships which
also may harm both our retail and e-commerce business. Internet use by
consumers is in an early stage of development, and market acceptance
of the Internet as a medium for content, advertising and e-commerce is
uncertain. A number of factors may inhibit the growth of Internet
usage, including inadequate network infrastructure, security concerns,
inconsistent quality of service, and limited availability of cost-
effective, high-speed access. If these or any other factors cause use
of the Internet to slow or decline, our results of operations could be
adversely affected.

(d) Competition in Internet Commerce May Affect Registrant's Prospects.

Increased competition from e-commerce could result in reduced
margins or loss of market share, any of which could harm both our
retail and e-commerce businesses. Competition is likely to increase
significantly as new companies enter the market and current
competitors expand their services. Many of the Registrant's present
and potential competitors are likely to enjoy substantial competitive
advantages, including larger numbers of users, more fully-developed e-
commerce opportunities, larger technical, production and editorial
staffs, and substantially greater financial, marketing, technical and
other resources. If the Registrant does not compete effectively or if
it experiences any pricing pressures, reduced margins or loss of
market share resulting from increased competition, the Registrant's
business could be adversely affected.

(e) Unreliability Of Internet Infrastructure May Affect Registrant's
Business.

If the Internet continues to experience increased numbers of
users, frequency of use or increased bandwidth requirements, the
Internet infrastructure may not be able to support these increased
demands or perform reliably. The Internet has experienced a variety of
outages and other delays as a result of damage to portions of its
infrastructure, and could face additional outages and delays in the
future. These outages and delays could reduce the level of Internet
usage and traffic on the Registrant website. In addition, the
Internet could lose its viability due to delays in the development or
adoption of new standards and protocols to handle increased levels of
activity. If the Internet infrastructure is not adequately developed
or maintained, use of the Registrant website may be reduced. Even if
the Internet infrastructure is adequately developed, and maintained,
the Registrant may incur substantial expenditures in order to adapt
its services and products to changing Internet technologies. Such
additional expenses could severely harm the Registrant's financial results.

(f) Transactional Security Concerns May Affect Ability of Registrant
to Attract Customers.

A significant barrier to Internet e-commerce is the secure
transmission of confidential information over public networks. Any
breach in our security could cause interruptions in the operation of
our website and have an adverse effect on the Registrant's business.

(g) Governmental Regulation of the Internet May Affect Registrant's
Operations.

There are currently few laws that specifically regulate
communications or commerce on the Internet. Laws and regulations may
be adopted in the future, however, that address issues including user
privacy, pricing, taxation and the characteristics and quality of
products and services sold over the Internet. An increase in
regulation or the application of existing laws to the Internet could
significantly increase our costs of operations and harm the
Registrant's business.

(h) Influence of Other External Factors on Prospects for Registrant.

The industry of the Registrant in general is a speculative venture
necessarily involving some substantial risk. There is no certainty that
the expenditures to be made by the Registrant will result in a
commercially profitable business. The marketability of its products
will be affected by numerous factors beyond the control of the
Registrant. These factors include market fluctuations, and the general
state of the economy (including the rate of inflation, and local
economic conditions), which can affect companies' spending. Factors
which leave less money in the hands of potential customers of the
Registrant will likely have an adverse effect on the Registrant. The
exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in the Registrant not receiving
an adequate return on invested capital.

(i) Control by Officers and Directors Over Affairs of Registrant May
Override Wishes of Other Stockholders.

The Registrant's officers and directors beneficially own
approximately 15% of the outstanding shares of the Registrant's common
stock. As a result, such persons, acting together, have the ability
to exercise significant influence over all matters requiring
stockholder approval. Accordingly, it could be difficult for the
investors hereunder to effectuate control over the affairs of the
Registrant. Therefore, it should be assumed that the officers,
directors, and principal common shareholders who control these voting
rights will be able, by virtue of their stock holdings, to control the
affairs and policies of the Registrant.

(j) Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Registrant.

The Registrant's success is dependent upon the hiring and
retention of key personnel. None of the officers or directors has any
employment or non-competition agreement with the Registrant.
Therefore, there can be no assurance that these personnel will remain
working with the Registrant. Should any of these individuals cease to
be affiliated with the Registrant for any reason before qualified
replacements could be found, there could be material adverse effects on
the Registrant's business and prospects.

In addition, all decisions with respect to the management of the
Registrant will be made exclusively by the officers and directors of
the Registrant. Investors will only have rights associated with
minority ownership interest rights to make decision which effect the
Registrant. The success of the Registrant, to a large extent, will
depend on the quality of the directors and officers of the Registrant.
Accordingly, no person should invest in the Shares unless he is
willing to entrust all aspects of the management of the Registrant to
the officers and directors.

(k) Potential Conflicts of Interest May Affect Ability of Officers
and Directors to Make Decisions in the Best Interests of Registrant.

The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to the
business of the Registrant. As a result, certain conflicts of interest
may exist between the Registrant and its officers and/or directors
which may not be susceptible to resolution.

In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's length
negotiations. All of the potential conflicts of interest will be
resolved only through exercise by the directors of such judgment as is
consistent with their fiduciary duties to the Registrant. It is the
intention of management, so as to minimize any potential conflicts of
interest, to present first to the Board of Directors to the
Registrant, any proposed investments for its evaluation.

(l) Limitations on Liability, and Indemnification, of Directors and
Officers May Result in Expenditures by Registrant.

Although neither the articles of incorporation nor the bylaws of
the Registrant provide for indemnification of officer or directors of
the Registrant, the Nevada Revised Statutes provide for permissive
indemnification of officers and directors and the Registrant may
provide indemnification under such provisions. Any indemnification of
directors, officer, or employees, could result in substantial
expenditures being made by the Registrant in covering any liability of
such persons or in indemnifying them.

(m) Absence of Cash Dividends May Affect Investment Value of
Registrant's Stock.

The Board of Directors does not anticipate paying cash dividends
on the common stock for the foreseeable future and intends to retain
any future earnings to finance the growth of the Registrant's
business. Payment of dividends, if any, will depend, among other
factors, on earnings, capital requirements and the general operating
and financial conditions of the Registrant as well as legal
limitations on the payment of dividends out of paid-in capital.

(n) No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Registrant's Stock.

There has been only a limited public market for the common stock
of the Registrant. The common stock of the Registrant is currently
quoted on the Over the Counter Bulletin Board. As a result, an
investor may find it difficult to dispose of, or to obtain accurate
quotations as to the market value of the Registrant's securities. In
addition, the common stock is subject to the low-priced security or so
called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities. The
Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure in connection with any trades involving a stock
defined as a penny stock (generally, according to recent regulations
adopted by the U.S. Securities and Exchange Commission, any equity
security that has a market price of less than $5.00 per share, subject
to certain exceptions), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Registrant's common stock and thus, ultimately,
the ability of the investors to sell their securities in the secondary
market.

(o) Failure to Maintain Market Makers May Affect Value of
Registrant's Stock.

If the Registrant is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but
also through possible delays in the timing of transactions, and lower
prices for the common stock than might otherwise prevail.
Furthermore, the lack of market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary
market. There can be no assurance the Registrant will be able to
maintain such market makers.

(p) Sale of Shares Eligible For Future Sale Could Adversely Affect
the Market Price.

All of the approximate 7,000,000 shares of common stock which are
currently held, directly or indirectly, by management have been issued
in reliance on the private placement exemption under the Securities
Act of 1933. Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Securities Act of 1933. In general, under Rule 144 a
person, or persons whose shares are aggregated, who has beneficially
owned shares acquired in a non-public transaction for at least one
year, including persons who may be deemed affiliates of One Touch, as
defined, would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of 1% of the then
outstanding shares of common stock, or the average weekly reported
trading volume during the four calendar weeks preceding such sale,
provided that current public information is then available. If a
substantial number of the shares owned by these shareholders were sold
under Rule 144 or a registered offering, the market price of the
common stock could be adversely affected.

(q) Status as a Pseudo California Corporation Could Adversely Affect
the Operation of the Registrant.

Section 2115 of the California General Corporation Law subjects
foreign corporations doing business in California to various
substantive provisions of the California General Corporation Law in
the event that the average of its property, payroll and sales is more
than 50% in California and more than one-half of its outstanding
voting securities are held of record by persons residing in the State
of California. Section 2115 does not apply to any corporation which,
among other things, has outstanding securities designated as qualified
for trading as a national market security on NASDAQ if such
corporation has at least eight hundred holders of its equity
securities as of the record date of its most recent annual meeting of
shareholders.

Some of the substantive provisions of California which apply to
the Registrant include laws relating to annual election of directors,
removal of directors without cause, removal of directors by court
proceedings, indemnification of officers and directors, directors
standard of care and liability of directors for unlawful
distributions. Currently, the Registrant does meet the requirements
of a pseudo California corporation.

Forward Looking Statements.

The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operation contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control. The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations. In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate. The Registrant disclaims any intent or obligation to
update "forward looking statements."

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Other than as set forth below, the Registrant is not a party to
any material pending legal proceedings and, to the best of its
knowledge, no such action by or against the Registrant has been threatened.

On July 25, 2001, the Registrant filed an action in the Orange
County, California Superior Court seeking to cancel 4,500,000 common
shares of WSN Group, Inc. and for breach of contract (WSN Group, Inc.
v. Tri-Star Diversified Ventures, L.L.C., et al, Case No. 01CC09508).
A cross complaint was filed by Tri-Star and the Registrant is currently
contesting the case vigorously. No trial date has been set. Based
upon the opinion of the Registrant's counsel, the likelihood is
favorable as to success for the Registrant. Potential gain is the
cancellation of 4,500,000 shares of common stock; potential loss is the
Registrant having to repay the loans outstanding to Tri-Star of $45,000
plus accrued interest could result in favor of the Registrant (see Item
3, below). The financial statements reflect the 4,500,000 shares
outstanding and the full amount of the loans plus accrued interest.
The Company is currently making a good faith attempt to settle the
claims made by dismissing with prejudice both claims with each party
bearing its respective costs.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

During the quarter ended March 31, 2002, the Registrant made the
following sales of unregistered (restricted) securities:

(a) In February 2002, the Registrant issued 50,000 shares of
common stock to a corporate consultant for services to be rendered to
the Registrants, valued at the fair market value of the common stock
on the date of issuance ($1,500). The common stock closed at $0.03
per share during this period.

(b) In February 2002, the Registrant issued 50,000 shares of
common stock to another corporate consultant for services to be
rendered to the Registrants, valued at the fair market value of the
common stock on the date of issuance ($1,500). The common stock
closed at $0.03 per share during this period.

No commissions were paid in connection with these sales. These
sales were undertaken under Rule 506 of Regulation D under the
Securities Act of 1933 ("Act"), in that:

- the sales were made to sophisticated investors as defined in Rule
506;

- the Registrant gave each purchaser the opportunity to ask
questions and receive answers concerning the terms and conditions
of the offering and to obtain any additional information which
the Registrant possessed or could acquire without unreasonable
effort or expense that is necessary to verify the accuracy of
information furnished;

- at a reasonable time prior to the sale of securities, the
Registrant advised the purchasers of the limitations on resale in
the manner contained in Rule 502(d)2 of this section;

- neither the Registrant nor any person acting on its behalf sold
the securities by any form of general solicitation or general
advertising; and

- the Registrant exercised reasonable care to assure that the
purchasers of the securities are not underwriters within the
meaning of Section 2(11) of the Act in compliance with Rule 502(d).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

On November 2, 1999 and December 22, 1999, the Registrant borrowed
$25,000 and $20,000, respectively, from Tri Star Diversified Ventures,
L.L.C., a greater than 10% shareholder of the Registrant, to assist in
day to day operations of the company. The terms of the promissory
notes for these loans call for 10% annual interest rate, with full
principal and interest payable on December 2, 1999 and June 22, 2000,
respectively. On September 26, 2000, the parties in writing extended
the due dates for both these notes to November 1, 2000.

On December 20, 2000, the Registrant attempted to settle the
payment of these notes, less certain amounts paid by the Registrant,
in the amount of $40,000 by the payment of shares of common stock.
However, this offer was subsequently declined. The Company is
currently making a good faith attempt to settle the claims made by
dismissing with prejudice both claims with each party bearing its
respective costs. The Registrant now considers these notes, plus
accrued interest of $10,575 as of March 31, 2002, to be in default.

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

None.

ITEM 5. OTHER INFORMATION.

None.

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

Exhibits.

Exhibits included or incorporated by reference herein are set
forth in the Exhibit Index.

Reports on Form 8-K.

The following report on Form 8-K was filed during the second
quarter of the fiscal year covered by this Form 10-QSB (March 20,
2002) to report the following:

(a) In a Form 8-K filed on November 19, 2001, the Registrant
reported that on November 13, 2001 it entered into an agreement with
Connect2Save, Inc., a Delaware Corporation, whereby the Registrant
agreed to buy from this company all of the shares of Connect4Savings,
Inc., a Delaware Corporation. On February 20, 2002, the parties
agreed, by mutual consent, not to proceed with this transaction. This
decision by the Registrant was based on the best interests of the
Registrant and its shareholders.

(b) In a Form 8-K filed on June 29, 2001, the Registrant
reported that entered into an Asset Purchase Agreement ("Agreement")
with Tuoc Bui ("Bui"), as well as a related Escrow Agreement,
Employment Agreement and a Promissory Note. Bui is doing business as
Software Design and Repair. On March 15, 2002, the Registrant
determined that Bui may have breached the Agreement and is currently
investigating the matter. The Registrant has decided not to proceed
with this transaction. This decision by the Registrant was based on
the best interests of the Registrant and its shareholders.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

WSN Group, Inc.

Dated: May 14, 2002 By: /s/ John J. Anton
John J. Anton, President

EXHIBIT INDEX

Number Exhibit Description

2.1 Agreement and Plan of Merger between the Registrant and
World Shopping Network, Inc., dated September 15, 1999
(incorporated by reference to the Schedule 14C Definitive
Information Statement filed on October 1, 1999).

2.2 Agreement between the Registrant and Delphi Communications,
Inc., dated November 8, 2000 (incorporated by reference to
Exhibit 2 to the Form 8-K filed on January 12, 2001)

2.3 Merger Agreement between the Registrant and WSN Group, Inc.,
a Delaware corporation, dated June 11, 2001 (incorporated by
reference to Exhibit 2.3 of the Form 10-KSB/A filed on
November 28, 2001).

2.4 Asset Purchase Agreement between the Registrant and Tuoc
Bui, dated June 22, 2001 (incorporated by reference to
Exhibit 2 to the Form 8-K filed on June 29, 2001).

2.5 Stock Purchase Agreement between the Registrant and
Connect2Save, Inc., dated November 13, 2001 (incorporated by
reference to Exhibit 2 of the Form 8-K filed on November 19, 2001)).

3.1 Articles of Incorporation, dated January 29, 2001
(incorporated by reference to Exhibit 3.1 of the Form 10-
KSB/A filed on November 28, 2001).

3.2 Bylaws (incorporated by reference to Exhibit 3.2 of the Form
10-K filed on November 5, 1996).

4.1 Share Exchange Agreement between the Registrant, Tri Star
Diversified Ventures, L.L.C., Nick Markulis, and John J.
Anton, dated August 15, 1999 (incorporated by reference to
Exhibit 4 of the Form 10-QSB for the period ended October
31, 1999 - filed on February 28, 2000).

4.2 Retainer Stock Plan for Non-Employee Directors and
Consultants, dated April 25, 2000 (incorporated by reference
to Exhibit 4.1 of the Form S-8 filed on May 2, 2000).

4.3 Consulting Services Agreement between the Registrant and
Laurel-Jayne Yapel Manzanares, dated April 25, 2000
(incorporated by reference to Exhibit 4.2 of the Form S-8
filed on May 2, 2000).

4.4 Consulting Services Agreement between the Registrant and
Marcine Aniz Uhler, dated April 26, 2000 (incorporated by
reference to Exhibit 4.3 of the Form S-8 filed on May 2, 2000).

4.5 Form of Common Stock Purchase Agreement between the
Registrant and institutional investors (incorporated by
reference to Exhibit 4.5 of the Form SB-2 filed on July 6, 2000).

4.6 Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants, dated May 15, 2001 (incorporated
by reference to Exhibit 4.1 of the Form S-8 filed on May 25, 2001).

4.7 Consulting Services Agreement between the Registrant and
Gary Fox, dated May 16 2001 (incorporated by reference to
Exhibit 4.2 of the Form S-8 filed on May 25, 2001).

4.8 Consulting Services Agreement between the Registrant and
Gretchen Muscente, dated May 16 2001 (incorporated by
reference to Exhibit 4.3 of the Form S-8 filed on May 25, 2001).

4.9 Consulting Services Agreement between the Registrant and
Kevin Penrose, dated May 21, 2001 (incorporated by reference
to Exhibit 4.4 of the Form S-8 filed on May 25, 2001).

4.10 Consulting Services Agreement between the Registrant and
Tuoc Bui, dated May 21, 2001 (incorporated by reference to
Exhibit 4.5 of the Form S-8 filed on May 25, 2001).

4.11 Consulting Services Agreement between the Registrant and
Wally Tauch, dated May 23, 2001 (incorporated by reference
to Exhibit 4.6 of the Form S-8 filed on May 25, 2001).

10.1 Promissory Note issued by the Registrant, dated November 2,
1999 (incorporated by reference to Exhibit 10.1 of the Form
10-KSB/A filed on November 28, 2001).

10.2 Promissory Note issued by the Registrant, dated December 22,
1999 (incorporated by reference to Exhibit 10.2 of the Form
10-KSB/A filed on November 28, 2001).

10.3 Joint Venture Agreement between the Registrant and American
Consumer Network, dated August 3, 2000 (incorporated by
reference to Exhibit 10.1 of the Form 10-QSB filed on
November 20, 2000).

10.4 Promissory Notes Extension, dated September 26, 2000
(incorporated by reference to Exhibit 10.4 of the Form 10-
KSB/A filed on November 28, 2001).

10.5 Joint Venture Agreement between the Registrant and Preferred
Dental Plan, dated September 27, 2000 (incorporated by
reference to Exhibit 10.2 of the Form 10-QSB filed on
November 20, 2000).

16.1 Letter on change in certifying accountant (incorporated by
reference to Exhibit 16 of the Form 8-K/A filed on March 9, 2000).

16.2 Letter on change in certifying accountant (incorporated by
reference to Exhibit 16 of the Form 8-K/A filed on August
16, 2001).

21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 of the Form 10-KSB filed on April 2, 2001).