RXUSA INC. ANNOUCES PROFITABLE RESULTS FOR THE MONTH ENDING 5/31/2002 AND THE FIRST 5 MONTHS OF 2002.RxUSA completed arrangements with JP Morgan Chase Bank for a $2,000,000 line of credit.

RXUSA INC AND SUBSIDIARIES ANNOUCE RECORD RESULTS FOR AMERIC'A #1 ONLINE PHARMACY >Consolidated profitable sales for May 2002 were $9,572,396.81 versus sale of $5,620,302.29 for May 2001, and increase of 70.3%; >Consolidated profitable sales for the First Five Months of 2002 were $33,657,471.23 versus sales Of $25,382,022.35 for the First Five Months of 2001, an increase of 32.6%;

NEW INFORMATION-UPDATED- 6/4/2002

RxUSA Inc. invites your examination and consideration as the United States best, full service, diversified Online pharmacy. A profitable record of consistent growth and service, the only successful Online working model for Online Pharmacy. Recognized by Newsweek in their article of August 6, 2001. Discounts on Your Prescription Drugs...where to find lower prices" as the only Pharmacy specifically mentioned by name, to contact for Mail Order or Online Pharmacy !!!

RxUSA Inc. AND SUBSIDIARIES- RECENT FINANCIAL INFORMATION (UNAUDITED)     Last updated 5/01/2002

CONSOLIDATED SALES FOR:
MAY 2002 $9,572,396.81    
MAY 2001 $5,620,302.29

CONSOLIDATED SALES FOR THE PERIOD
Jan-December 2001 $68,204,622.00
Jan-December 2000 $41,275,932.51

Corporate Strategy

The company plans to continue to grow and expand its business to the 500 million dollar sales level with commensurate profits within the next five years. The company plans to do an initial public offering (IPO), while simultaneously pursuing a Merger & Acquisition Plan which would result in an eventual listing and trading of its shares on a major Stock Exchange.
New Developments
RxUSA® Inc. has added a new website, www.BELOWWAC.COM ® to market to the specialty Wholesale, Pharmacy, Institutional wholesale markets including Governmental agencies, Hospitals, Pharmacy Co-Ops, & Foreign medical institutions. We believe sales in 2002-3 will be between $15-$20 million for the first year of this new operation.

RxUSA® Inc. has added a new wholly owned subsidiary, RxUSApbm® Inc. We have created a web site, www.rxusapbm.com, which is be online. RxUSApbm® has begun marketing to a 35000 member test group, part of a 1,500,000 member group on or about June 15, 2002. This subsidiary will pursue filling a void in the Pharmacy Benefit Management sector of the Pharmacy Group Management area, in the last quarter of 2002, now totally dominated by Merck-Medco, and Advance PCS.

Merck & Co. recently made the following announcement:

MERCK-MEDCO TO SEPARATE FROM MERCK & CO.
Merck & Co. aims to spin off its pharmacy benefits management subsidiary Merck-Medco as a separate, publicly traded company.

An initial public offering for a portion of Merck-Medco is planned for the middle of this year, while Merck is considering alternatives for distributing the remaining shares. The groups aim for a full separation within a year of the IPO

Merck's action can only have a most favorable impact on the RxUSA Inc. business plan and future. It focuses a positive outlook for the Public Securities markets for companies in industries which RxUSA concentrates it's effort in.

RxUSApbm® management expects to sign agreements, in 2002, to manage tens of thousands of new members Prescription drug purchases, utilizing RxUSApbm's expertise,for reasonable pricing, while combining excellent service and full access to both branded and generic medications via the Internet. The new customers/patients will have an exponential impact on our B to C segment of our business. These additional sales and profits should impact our financials in the third quarter of 2002.    

Present Situation
    

     Despite the lack of major external additional investment in year 2001 and so far in 2002, RxUSA's near term sales and profit projections have been met. The five year plan without additional investment is within its forecast parameters. The sales and profit projections in its subsequent five year plan include an infusion of a five-ten million dollar equity investment in year 2002. That capital infusion is required in order to achieve the planned sales growth, maximize profits and enable RxUSA to reach its long term ultimate objectives. Major Bank financing will be in place by mid- 2002.

Our objective, at this time, is to propel the company into a more prominent market position. We feel that RxUSA is in a enviable position to capitalize on its condition for further expansion, an initial public offering or profitable acquisition or merger with a major company. To accomplish this goal we have developed a comprehensive plan to intensify and accelerate our marketing and sales activities, product development, and institutional service expansion, expand distribution and individual customer service.

Customers
The RxUSA® customer target base consists of three distinct categories.

►Domestic institutional customers (hospital, nursing homes, buying Groups, etc.) approximately 60-70%. The institutional customer is far more knowledgeable and sophisticated than the average retail consumer. This customer has shown an immediate recognition of the RxUSA ability to properly handle their FDA approved prescription drug requirement that has already been demonstrated by the amount of business placed with RxUSA. This particular customer is demanding of generic replacements for its name brand requirements. We can fill their requirements. This customer pays its bills in less than 30 days. We have decided to limit our acceptance of more business than we can handle because we do not have sufficient capital to nor are we desirous of maintaining a large 'accounts receivable portfolio.

►Export and foreign customers ;approximately 10-15%. This business area offers great opportunity in the generics. This will require additional staff and targeted promotion for sustained growth. The export market is a combination of both retail and institutional business that is simply a part of the current sales and marketing plan. As the average age and sophistication of the world population increases, so does the RxUSA sales potential increase for its products.

►Direct consumer sales (retail) approximately 17%. Retail consumer sales, both domestic and export is planned to be from 20-30% of the total business. With its emphasis on generic drugs and its resulting higher mar gin makes it a very desirable factor that is greater proportionally than its actual sales volume. This segment of the RxUSA business is FDA approved prescription drugs and should not be confused with the weak profit OTC B to C business referred to earlier in the competition section. RxUSA has entered into partnering agreements with DestinationRx.com, which should help meet or exceed the sales growth into the 20-30% of retail sales projected in 2002.

► RxUSA® through its operating subsidiary, RxUSApbm® will also seek a key partnering role to develop and operate a major PBM which could help increase sales in the Retail/Mail order marketing end by an additional $10,000,000 in 2002. RxUSApbm® will begin maketing, with DestinationRx.com to a 35000 member test group, part of a 1,500,000 member group on or about May 15, 2002.

► RxUSA® through its operating division, www.BELOWWAC.COM ® has commenced marketing to the specialty Wholesale Pharmaceutical markets. will also seek a key partnering role to develop and operate a major PBM which could help increase sales in the Retail/Mail order marketing end by an additional $10,000,000 in 2002.

     RxUSA Inc. Balance Sheet as of December 31, 2001 * (Unaudited)

RXUSA Inc. and Subsidiaries

Consolidated Balance Sheet

ASSETS





Current Assets:


Cash
$1,121,275

Accounts receivable, net
439,573

Prepaid expenses
1,200

Inventory
1,066,589

Total Current Assets
2,628,637

Property and Equipment, Net
141,520

Goodwill
55,614

Deposits
6,070

Total Other Assets
61,684

TOTAL ASSETS
$2,831,841







LIABILITIES AND STOCKHOLDERS EQUITY





Current Liabilities:


Accounts payable and accrued expenses
168,655

Notes payable

CONCLUSION

RxUSA has demonstrated that it understands the Internet market and the buying psychology of that market. It has built a successful and viable business by dint of its marketing, promotion and management acumen.

            Another important segment of the B-C business is the veterinary medicine area. This highly specialized field offers greater profits with minimum competition from conventional brick and mortar drug stores as well as other Internet competitors.

            The export market is a combination of both retail and institutional business that is simply a part of the current sales and marketing plan. That segment of the industry offers a truly global potential that will require additional specialized staff to properly solicit and service it, so that it can reach its potential. (The five-year plan projects the current equipment and staffing program only. The projected figures do not factor in any specialized equipment or staff. With the injection of new capital, a subsequent revised business model will be instituted in accordance with a formulated business plan based upon that investment.

                The new RxUSApbm ® will add a major new emphasis and direction for increasing sales, profits, and Public market acceptance of our company in 2002.