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The following is an excerpt from a 10KSB SEC Filing, filed by WHY USA FINANCIAL GROUP INC on 4/16/2001.
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WHY USA FINANCIAL GROUP INC - 10KSB - 20010416 - DIRECTORS_AND_OFFICERS

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Officers and Directors

The names and ages of all directors and executive officers of the Company as of December 31, 2000, along with their respective positions, term of office and period such position(s) was held, is as follows:

Name                   Age    Positions Held (1)              Director Since
____________________   ____   _____________________________   ______________
Donald Riesterer(2)     33    Chief Executive Officer,        Dec. 31, 1999
                              Chairman of the Board of
                              Directors (resigned as CEO
                              on March 1, 2001)

Greg Miller (3)         31    President, Director             Dec. 31, 1999

Leslie Pearson(4)       37    Secretary/Treasurer, Director   Dec. 31, 1999
                              Chief Financial Officer

Lisa Gunberg            33    Vice President, Director        Dec. 31, 1999

David Thomas (5)        60    Director                        Dec. 31, 1999

James Gessert           47    Director                        Dec. 31, 1999

James B. Kylstad (6)    48    Director, CEO                   March 1, 2001

(1) Each of the above individuals will serve in their respective capacities until the next annual meeting of the shareholders or until a successor

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is duly qualified and elected.

(2) Also a director and a vice president of WHY USA NA; sole director, President and CEO of NWF; president and a director of WHY USA Advantage; and a director of WHY USA Subsidiary NO. 1. Mr. Riesterer resigned as CEO of the Company subsequent to its year ended 2000.

(3) Also Vice President and a director of WHY USA NA.

(4) Also Secretary/Treasurer and a Director of WHY USA NA; Secretary/Treasurer of NWF; and a director of WHY USA Subsidiary No. 1

(5) Also President, CEO and a Director of Why USA NA and vice president and a director of WHY USA Advantage

(6) Was not an officer or director during fiscal the year covered by this report.

Biographical Information for Officers and Directors

DONALD L. RIESTERER, is President and principal owner of Northwest Financial Group, Inc. and Northwest Investment Trust, Inc., affiliated entities based in Minneapolis, Minnesota. Northwest Financial Group was originally formed to provide loan origination services but now exists as a holding company for real estate. He was founder, sole shareholder, and sole director of NWF from its inception in 1998 until its acquisition by the Company in December of 1999. Mr. Riesterer has served as Vice-President/Sales and Marketing for Display Carousels Inc. from 1993 through 1996, a marketing firm, and as district manager of a financial service firm, Primerica Financial Service where he was employed from 1991 to 1993. He is a licensed real estate agent, a life/health insurance agent, and a loan originator in several states. He devotes a majority of his time to the Company. Mr. Riesterer attended College of St Thomas from 1986 through 1990 where he studied theology and communications.

GREG M. MILLER is a partner and shareholder in the law firm of Gregory Miller and Associates, Ltd. of Minneapolis Minnesota which he founded on January 1, 2000. Prior to that, from February of 1997 through December of 1999, he was a partner and shareholder of Davis, Dodd, Levine & Miller, Ltd. of Minneapolis, Minnesota. Before 1997 he was a shareholder/partner in Levine & Miller. Mr. Miller has practiced law in the Minneapolis/St Paul area since 1994. His principal areas of practice include commercial and residential real estate transactions, and various corporate and business transactions. He devotes approximately 90% of his time to the Company. Greg Miller received a juris doctor degree from William Mitchell College of Law in 1994.

LESLIE M. PEARSON is a practicing attorney and is the owner of Leslie M. Pearson Associates PA of Edina, Minnesota, which she founded in April of 1994. Her principal areas of law practice include complex business and tax matters for closely held businesses, personal estate planning, and various general corporate matters. She devotes approximately 30% of her time to the Company. Leslie Pearson received her Bachelor of Arts in Mathematics and History from St. Olaf College in Northfield, Minnesota in 1985; in 1988 she received her juris doctor degree from William Mitchell College of Law in St. Paul, Minnesota.

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LISA A. GUNBERG is a principal loan officer of Northwest Financial Ltd. where she has served in such capacity since 1998. From 1997-1998, she was employed as a proposal writer by Health Risk Management, Inc. of Bloomington, Minnesota; during 1995-1996 she worked as a market development analyst for Universal Hospital Services also located in Bloomington. For the four years prior to that Ms. Gunberg was an insurance specialist at Park Nicollet Medical Center in St. Louis, Minnesota. She is a licensed real estate agent in the State of Minnesota as well as a loan originator in several states. Her business experience includes all aspects of marketing, ranging from market research to promotion of new business opportunities. Lisa Gunberg received a Bachelor of Arts degree in Business Management from Gustavus Adolphus College of St. Peter, Minnesota in 1990; she earned her masters degree in Business Communications in 1998 from the University of St. Thomas of Minneapolis, Minnesota.

DAVID O. THOMAS is President of the Company's subsidiary WHY USA NA, a position held since its inception in July of 1998. Prior to its inception he was president of its predecessors since 1996. Mr. Thomas owns and operates three WHY USA franchise offices in northwest Wisconsin. He has 20 years of experience in building and developing condos, homes and commercial real estate and currently serves as President of Northern Waters Board of Realtors. Mr. Thomas attended the University of Minnesota, and has been licensed to sell real estate in Wisconsin since 1973. He has also taught Real Estate License Law courses at the technical school in northwest Wisconsin. He devotes the majority of his time to the Company's business.

JAMES H. GESSERT is Vice President of Commercial Loans of Liberty State Bank of St. Paul, Minnesota where he manages a portfolio of $25,000,000 in commercial loans. He has worked for Liberty State Bank since April of 1991. Prior to that he held various management positions in the banking industry including Vice-President/Branch Manager of First National Bank of Brooklyn Park, Assistant Vice President/Commercial Loans of First National Bank in Anoka, and a National Bank Examiner for the federal Controller of the Currency.

JAMES B. KYLSTAD became a director and CEO of the Company on March 1, 2001 and also was appointed CEO upon the resignation of Donald Riesterer from that position. For the last seven years, Mr. Kylstad has been the Chief Executive Officer of American Home Capital Corporation which is active in mortgage banking and related real estate services.

Family Relationships

There are no familial relationships between the Company's officers and directors.

Significant Employees - Key Personnel

The Company has one significant employee who is not an officer or director of the Company, Kelley Sage. Ms. Sage, who is president of Cashline and an officer and director of WHY USA Subsidiary No. 1, Inc., manages the recently acquired Cashline offices in Arizona and also has the requisite license for the Arizona office which is the principal office for the Cashline operations. The Company has agreed to employ Ms. Sage as part of its acquisition of Cashline due to licensing requirements. Kelley Sage has served as president of Cashline from 1998 through the present date. She was employed by First Financial Corporation from 1996 through 1999 where she served as Vice

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President. From 1994 through 1996 she worked in accounts payable for Cross March Personnel, Inc.

Involvement in Other Public Companies

None of the Company's officer and directors hold any positions with any companies which would be considered "reporting" public companies.

Involvement in Certain Legal Proceedings

No present or former director, executive officer, or person nominated to become a director or executive officer of the Company:

. Filed a petition under federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

. Was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offences)

. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting his/her involvement in any type of business, securities or banking activities;

. Was found by a court of competent jurisdiction in a civil action, by the Securities and Exchange Commission or the Commodity Futures Trading Commission, to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.

Compliance with Section 16(a) of the Act

Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. These individuals are also required to forward copies of all Section 16(a) reports they file to the Company. Based solely upon review of the copies of such forms furnished to the Company during the fiscal year ended December 31, 2000 (and during the first quarter of 2001), the Company believes that each of its officers and directors, and 10% shareholders filed their Form 3 Initial Statements of Beneficial Ownership. The Form 3's were due on the effective date or July 10, 2000 and were received by the SEC on July 13, 2000.

Each of the Company's six officers and directors during 2000 (Riesterer, Gessert, Pearson, Miller, Gunberg, Thomas) failed to file a Form 4 "Statement of Changes in Beneficial Ownership" regarding the acquisition of options at the end of July 2000; Don Riesterer also failed to report on two changes of

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beneficial ownership of his common stock. Each of these individuals prepared and filed a Form 5 "Annual Statement of Changes in Beneficial Ownership" in late March 2001, reporting the acquisition of the options; and, in the case of the Mr. Riesterer, his changes in beneficial ownership were also reported. These Form 5's are considered delinquent because the same were due 45 days after the year end or February 14, 2001.

To the best of the Company's knowledge and belief there were no other Forms required to be filed by officers or directors or 10% shareholders.

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