WHY USA Financial Group, Inc.

The management of WHY USA has been working vigorously on maximizing the value of the company by preparing it to become (once again) a fully reporting issuer as per the guidelines set forth by the Securities and Exchange Commission (the “SEC”). Over the past few years the company has not been able to comply with the many new and varied regulatory reporting requirements of Sarbanes-Oxley Act of 2002 or SOX for short. The SOX requirements add significant burdens to small public companies with both additional costs and the additional time that it takes away from the core business for our key personnel. For a small public company like ours we have focused on running the core business. These issues have caused the company to trade on what is commonly called the “Pink Sheets” rather than the Over the Counter Bulletin Board (OTC-BB); both are electronic trading systems, with the Pink Sheets having limited market maker support. The lack of market maker support has made it difficult for the company’s shares to trade, as is apparent by the market for the company’s shares (ticker symbol – WUFG). The Board of Directors together with management began a long and arduous process of restructuring and strategically positioning the company in order to become a compliant and fully reporting company. We believe that we are nearly there and have achieved several significant milestones along the way. Our goal is to once again become a fully reporting company trading on the OTC-BB with market maker support on a fully disclosed basis so that investors can properly value the opportunity we feel WHY USA represents. With that achieved we hope to position the company to obtain a senior exchange listing and roll out our vision to maximize shareholder value. It is critical for our company to have the support of its our shareholders, management team, and Board of Directors.