UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSION~~ ~~Washington, D.C. 20549~~STATES

~~FORM~~SECURITIES AND ~~8-K~~EXCHANGE COMMISSION

~~CURRENT~~Washington, D.C. ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~20549

~~Date of Report: January 15, 2004~~ FORM 8-K

~~WHY USA FINANCIAL GROUP, INC.~~CURRENT ~~(Exact name of registrant as specified in its charter)~~ REPORT

NEVADA	0-30601	87-0390603
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

Pursuant to Section 13 or 15(d) of

~~8301~~The Securities ~~Creekside~~Exchange ~~Circle,~~Act ~~#101Bloomington, MN 55437(Address~~ of ~~principal executive officers)(Zip Code)~~ 1934

~~(952)~~Date ~~841-7050~~of Report (~~Registrant’s~~Date ~~telephone~~of ~~number~~earliest event reported) December 30, 2009

~~ITEM~~WHY USA ~~2. Acquisition~~FINANCIAL ofGROUP, ~~Company~~INC.

~~On December 31, 2003,~~(Exact ~~Registrant~~name ~~acquired 100%~~ of ~~the~~registrant ~~capital stock, otherwise known~~ as ~~membership interests,~~specified ~~of TCS Acquisition LLC (TCS), a California company based~~ in ~~San Diego,~~its ~~for a total purchase price of $1.6 Million plus the following described warrants. Terms of this consideration paid to acquire TCS are as follows:~~ charter)

i) $1.3 Million cash which was paid to TCS by Registrant upon closing the acquisition:


Nevada	000-30601	87-0390603
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ii) $300,000 in convertible debentures having a three-year term, requiring monthly interest payments at a rate of 7 1/2% per annum, and convertible in whole or in part during their term into common stock of Registrant on the basis of one share per $.20 of debenture principal; and


2801 S. Wayzata Boulevard, Suite 100, Minneapolis, MN		55405
(Address of principal executive offices)		(Zip Code)

~~iii)~~Registrant’s telephone ~~a total of 1~~number,~~309,321~~ ~~Stock~~including ~~Purchase~~area ~~Warrants,~~code ~~with~~(612) ~~each Warrant having the right to purchase one share of common stock of Registrant for $.20 until expiration in December 2006.~~767-5037

~~TCS owns 100% of TCS Mortgage Inc.,~~Not ~~a California mortgage banker and broker providing residential mortgage lending services and mortgages from its offices~~ Applicable

~~in San Diego and Las Vegas. TCS~~(Former ~~Mortgage~~name ~~Inc.’s~~or ~~primary~~former ~~mortgage business is concentrated in new construction and new home sales. For its fiscal year ended September 30~~address, ~~2003,~~if ~~TCS~~changed ~~Mortgage~~since ~~Inc.~~last ~~had total revenues of $6~~report.~~3 Million, operating income of approximately $775,000 and net income of approximately $340,000.~~ )

~~Assets~~Check ~~acquired by Registrant~~the ~~incident~~appropriate tobox ~~this~~below ~~acquisition~~if ~~include~~the ~~cash,~~Form ~~mortgage~~8-K ~~loans~~filing ~~held~~is ~~for~~intended ~~sale,~~to ~~accounts~~simultaneously ~~receivable,~~satisfy ~~active~~the ~~mortgage~~filing ~~broker~~obligation ~~and~~of ~~banker licenses, leased office facilities, computer and other office equipment and furniture, as well as substantial goodwill related to~~ the ~~ongoing~~registrant ~~profitable~~under ~~business~~any of ~~TCS~~the ~~Mortgage Inc.~~ following provisions:

~~ITEM~~¨ 7.Written ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~Rule 425 under the Securities Act (17 CFR 230.425)

~~(a) Financial Statements~~¨ ofSoliciting ~~Business~~material ~~Acquired. It~~pursuant ~~is impracticable for Registrant~~ to ~~file~~Rule ~~herewith the required financial statements on this Form 8~~14a-K,12 ~~and~~under ~~such financial statement will be filed by amendment no later than 60 days after~~ the ~~date~~Exchange ofAct ~~this~~(17 ~~report~~CFR ~~on Form 8-K~~240. 14a-12)

~~(b) Pro Forma~~¨ ~~Financial~~Pre-commencement ~~Information. It~~communications ispursuant ~~impracticable for Registrant~~ to ~~file~~Rule ~~herewith the required pro forma financial statements on this Form 8~~14d-K,2(b) ~~and~~under ~~such pro forma financial statements will be filed by amendment no later than 60 days after~~ the ~~date~~Exchange ofAct ~~this~~(17 ~~report on~~CFR ~~Form 8-K~~240. 14d-2(b))

~~SIGNATURES~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Pursuant to the~~ ~~requirements~~SECTION ~~of the Securities Exchange Act of 1934, as amended, the Registrant~~5. ~~has~~CORPORATE ~~duly~~GOVERNANCE ~~caused~~AND ~~this report to be signed on its behalf by the undersigned thereunto duly authorized.~~ MANAGEMENT

~~WHY USA Financial Group, Inc~~ITEM 5.02 ~~(Registrant)~~DEPARTURE ~~By:~~OF ~~/s/~~DIRECTORS ~~Donald~~OR ~~Riesterer~~PRINCIPAL ~~Donald~~OFFICERS; ~~Riesterer,~~ELECTION ~~Chairman of Board~~OF DIRECTORS;

On December 30, 2009, WHY USA Financial Group, Inc. (the “Company”) received the resignation of Mr. James B. Kylstad, effective that date. A duly noticed meeting of the Board of Directors was held. It was also noted that Mr. Bruce Clausen had resigned from his position as a member of the Board of Directors.

Mr. Kylstad resigned from the positions as CEO of WHY USA Financial Group, Inc., President of WHY USA North America, President and Broker of Record for TCS Mortgage, Inc, as well as President of Northwest Financial LTD. Mr. Kylstad also resigned as Chairman of the Board of Directors and as a member of the board of directors of WHY USA Financial Group, Inc. Mr. Clausen resigned as a member of the board of directors of WHY USA Financial Group, Inc., however he continues as an officer of the Company’s wholly owned subsidiary Discover Mortgage Corporation.

Effective December 30, 2009. Mr. Daryl Dinkla will assume the position of Interim Chairman of the Board of Directors as well as CEO of WHY USA Financial Group, Inc., Interim President of WHY USA North America, and Interim President of Northwest Financial LTD recently left vacant by Mr. Kylstad..

The Company believes that it has complied with the appropriate disclosure controls and procedures under Exchange Act Rules 13a-14 and 15d-14 in order to determine when a notice of resignation, retirement or refusal has been communicated to the Company and that all information necessary has been disclosed to the public.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WHY USA Financial Group, Inc.
Date: January 4, 2010	By:	/s/Kenneth J. Yonika
		Kenneth J. Yonika, CPA Chief Financial Officer

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