U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

    For the fiscal year ended December 31, 1999

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

    For the transition period from _______________ to _________________

                         Commission file number: 0-22600

                            EMPLOYEE SOLUTIONS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Arizona                                               86-0676898
  (STATE OR OTHER JURISDICTION                                (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                   6225 N. 24th Street, Phoenix, Arizona 85016
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                   ISSUER'S TELEPHONE NUMBER: (602) 955-5556

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                               NAME OF EACH EXCHANGE
            TITLE OF EACH CLASS:                ON WHICH REGISTERED:
            --------------------                --------------------
                  NONE                                N/A

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                            No Par Value Common Stock
   Rights to Purchase Shares of Series A Junior Participating Preferred Stock

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  report(s)),  and (2) has been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant,  based upon the $.78 closing price of the Registrant's  Common Stock
as reported on the NASDAQ SmallCap  Market on March 20, 2000, was  approximately
$29.9 million. Effective March 22, 2000, the Company's Common Stock is traded on
the OTC Bulletin  Board.  Shares of Common Stock held by each executive  officer
and  director and by any person who owns 10% or more of the  outstanding  Common
Stock have been  excluded in that such  persons may be deemed to be  affiliates.
This  determination of affiliate status is not necessarily  conclusive for other
purposes.

The number of outstanding  shares of the  Registrant's  Common Stock as of March
20, 2000, was 38,433,027.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>
Employee  Solutions,  Inc. (the "Company") hereby amends its Report on Form 10-K
for the year ended  December 31, 1999 by adding thereto Items 10, 11, 12 and 13,
as set forth below.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The names of the directors and certain information about them are set forth
below.

Name                   Age    Position With Company               Director Since
----                   ---    ---------------------               --------------
Quentin P. Smith, Jr.   48    Chairman, Chief Executive Officer,       1998
                              President and Director
David R. Carpenter      61    Director                                 1998
Jeffery  A. Colby       46    Director; President of TEAM Services     1995
Sara R. Dial            36    Director                                 1998
Kennard F. Hill         59    Director                                 1999
Robert L. Mueller       72    Director                                 1995

     Quentin P.  Smith,  Jr. has been a Director of the  Company  since  January
1998,  Chairman of the Board of Directors since August 1998, and Chief Executive
Officer and  President  since  February  1999.  Mr. Smith was President of Cadre
Business Advisors,  LLC, a professional  management consulting services company,
from April 1995 to February 1999. Previously, Mr. Smith was Partner-in-Charge of
the Desert Southwest Business  Consulting Group of Arthur Andersen LLP from 1993
to 1995 and a co-owner of Data Line Service Company,  a data processing  service
bureau, from 1988 to 1991. Mr. Smith is a director of Arizona Public Service Co.

     David R.  Carpenter  has been a Director of the Company since October 1998.
Since February  1997, Mr.  Carpenter has served as Chairman and CEO of UniHealth
Foundation,  a nonprofit healthcare  organization based in Burbank,  California.
Since  1997,  Mr.  Carpenter  has also  served as  Chairman  and CEO of Paradigm
Partners  International,  LLC. From 1990 through 1995, Mr.  Carpenter  served in
various  capacities  for  Transamerica  Corporation,  including  Executive  Vice
President and Group Vice President. From 1980 through 1995, Mr. Carpenter served
in various  capacities  with  Transamerica  Occidental  Life Insurance  Company,
including Chairman and Chief Executive Officer. He has also served as a director
of PacifiCare  Health  Systems,  a managed health care services  company,  since
1989. Mr. Carpenter is a Fellow of the Society of Actuaries.

     Jeffery A. Colby has been a Director of the Company  since  November  1995.
Mr. Colby founded TEAM Services, a PEO in the music and advertising  industries,
in 1992 and has been its Chief Executive  Officer since 1994 and President since
January  1996.  The  Company  acquired  TEAM  Services  in 1996;  see Item 13 --
"Certain  Transactions."  Since December 1986, Mr. Colby has served as President
of Colbyco,  Inc., a Chicago-based company which provides consulting,  audit and
freight bill  payment  services for the  transportation  industry.  From 1975 to
1986, Mr. Colby was a principal at the Chicago-based law firm of Fox & Grove.

     Sara R. Dial became a Director of the Company in January 1998.  Ms. Dial is
the President  and Chief  Executive  Officer of Sara Dial & Associates,  Inc., a
professional  business  consulting service.  Previously,  Ms. Dial served as the
Director of the Arizona  Department of Commerce  from  1993-1996 and Director of
the  Financial  Services  and  Housing  Division of the  Arizona  Department  of
Commerce from 1991-1993.

     Kennard F. Hill has been Chief  Executive  Officer and a director of Condor
Technology  Solutions,  Inc., since January 1997 and its Chairman since February
1998. Condor provides a wide range of information technology ("IT") services and
solutions to middle  market  organizations,  Fortune 1000  companies  and public
sector  organizations.  Mr. Hill was Group  President of I-NET,  Inc., a network
computing and systems  integration  services  company,  from  September  1995 to
December  1996.  From June 1993 to June 1995,  Mr. Hill was  President and Chief
Executive Officer of Insource Technology, Inc., an IT consulting firm. From June
1992  to  June  1993,  Mr.  Hill  was  a  private  consultant  on  client/server
acquisition  strategy in the  healthcare  industry.  From 1988 to July 1992, Mr.
Hill was Chief  Executive  Officer of DataLine  Inc., a data  processing  and IT
firm.  From 1968 to 1988,  Mr. Hill was  employed  by  Electronic  Data  Systems
Corporation  ("EDS"),  a  full-service  IT  provider.  He served as President of
General  Motors-EDS  for North  America from 1985 to 1988. At EDS, Mr. Hill also
served as chief of the  Healthcare  Division,  having  previously  served as its
Director  of  Sales.  Mr.  Hill  also  was an  officer  of EDS's  Federal  Corp.
subsidiary and a director of its National Heritage  Insurance Corp.
<PAGE>
subsidiary,    which   provides   healthcare   underwriting   for   lower-income
policyholders. Mr. Hill attended the University of Texas and served two tours of
duty as a United States Army pilot in Vietnam.

     Robert L. Mueller has been a Director of the Company since  February  1995.
Mr. Mueller has been an independent consultant since 1993. From 1987 to 1993, he
was  the  President,   Chief   Operating   Officer  and  a  Director  of  Proler
International Corp., a steel recycler headquartered in Houston, Texas. From 1983
to 1987, he was President and Chief  Executive  Officer of Judson Steel Company.
From 1975 to 1983, he was Chairman,  President  and Chief  Executive  Officer of
Connors Steel Corp.

     Information as to the Company's  executive officers is set forth in Item 4A
of this Report on Form 10-K.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under the securities  laws of the United States,  the Company's  directors,
its  executive  officers,  and persons  holding  more than 10% of the  Company's
Common  Stock are required to report their  initial  ownership of the  Company's
Common Stock and any subsequent  changes in that ownership to the Securities and
Exchange  Commission  (the  "Commission").  Specific due dates for these reports
have been  established  and the Company is  required to disclose  any failure to
file by these dates. All of these filing  requirements were satisfied during the
year ended December 31, 1999 except a former  executive  officer of the Company,
Mark J.  Gambill,  failed to file one report  relating  to one  post-resignation
transaction.  In making  these  disclosures,  the Company  has relied  solely on
written  representations  of its directors and executive  officers and copies of
the reports that they have filed with the Commission.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

     The following  table sets forth,  with respect to the years ended  December
31, 1999, 1998 and 1997,  compensation  awarded to, earned by or paid to (i) two
individuals  who served as the Company's  Chief  Executive  Officer during 1999;
(ii) four executive  officers who were serving as executive officers at December
31, 1999 and whose total salary and bonus  exceeded  $100,000 in 1999; and (iii)
one individual whose total salary and bonus exceeded  $100,000 and who served as
an  executive  officer  during a portion of 1999 but was not  serving as such at
December 31, 1999.

<TABLE>
<CAPTION>
                                                                            Long Term
                                        Annual Compensation in Dollars     Compensation
                                      ---------------------------------  ----------------
                                                                           Securities
                                                           Other Annual    Underlying        All Other
Name and Principal Position  Year     Salary      Bonus    Compensation  Options/SARs (1)  Compensation (2)
---------------------------  ----     ------      -----    ------------  ----------------  ----------------
<S>                          <C>     <C>         <C>         <C>           <C>                 <C>
James E. Gorman              1999    $105,769          --           (7)           --           $ 2,950
Chief Executive Officer,     1998    $174,620    $200,000    $82,288(4)      350,000(5)        $ 3,835
President (3)                1997          --          --         --              --                --

Quentin P. Smith, Jr.        1999    $317,308          --         --(7)      274,360           $11,014(8)
Chief Executive Officer,     1998          --          --         --          12,500           $30,010(8)
President (6)                1997          --          --         --              --                --

Bill C. Hollis               1999    $201,432          --           (7)       35,550           $ 4,482
Senior VP, Operations (9)    1998    $162,757    $ 55,000           (7)      153,125(5)        $ 3,898
                             1997    $136,955    $ 67,167           (7)       87,500           $ 5,607

John V. Prince (10)          1999    $162,847          --           (7)       30,163           $ 7,150
Senior VP, Chief Financial   1998    $104,863    $  5,000           (7)       40,000(5)        $ 6,131
Officer and Treasurer        1997    $ 86,259    $  2,708           (7)           --           $ 5,074

Paul M. Gales (11)           1999    $219,846          --           (7)           --           $ 7,974
Senior VP, General Counsel   1998    $214,500    $ 37,500           (7)      215,000(5)        $ 6,730
and Secretary                1997    $177,307          --           (7)       50,000           $ 5,949

Lee E. Martin (12)           1999    $136,211          --    $54,717(13)     125,350           $ 5,228
Senior VP, Sales and         1998          --          --         --              --                --
Marketing                    1997          --          --         --              --                --
</TABLE>

(1)  Consist entirely of stock options;  no stock  appreciation  rights ("SARs")
     were granted or are outstanding.
(2)  Term life and health insurance premiums unless otherwise specified.
(3)  Mr. Gorman served as President  and Chief  Executive  Officer from May 1998
     and August 1998,  respectively,  to February  1999,  and as a Director from
     August 1998 to April 1999.
(4)  Relocation expense.
(5)  Option  grants  in 1998  include  the  following  grants  issued  upon  the
     simultaneous  cancellation  of  previously-granted   options:  Mr.  Gorman,
     200,000  options  surrendered  in exchange  for 150,000  new  options;  Mr.
     Hollis,  137,500  options  surrendered in exchange for 103,125 new options;
     Mr. Prince,  30,500 options surrendered in exchange for 30,500 new options;
     and Mr.  Gales,  220,000  options  surrendered  in exchange for 165,000 new
     options.
(6)  Mr. Smith  commenced  service as Chief  Executive  Officer and President in
     February 1999.
(7)  Less than 10% of total of annual salary.
(8)  Includes  payment  pursuant to consulting  arrangement in 1998 and 1999 and
     term life and health insurance premiums in 1999.
(9)  Mr. Hollis commenced service as Senior Vice President,  Operations in March
     1999.
(10) Mr. Prince  commenced  service as Senior Vice President and Chief Financial
     Officer in March 1999.
(11) Mr. Gales resigned as an executive  officer  effective January 6, 2000. See
     "Employment  Agreements,  Termination  of Employment  and Change in Control
     Agreements," below.
<PAGE>
(12) Mr. Martin commenced service as Senior Vice President in April 1999.
(13) Relocation expense ($51,717) and automobile reimbursement.

                    OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)

     The following table sets forth information about stock option grants during
the last fiscal year to the executive officers named in the Summary Compensation
Table receiving grants during such period.

<TABLE>
<CAPTION>
                             Individual Grants
                        --------------------------                              Potential Realizable Dollar
                        Number of       Percent of                                Value at Assumed Annual
                        Securities     Options/SARs                                 Rates of Stock Price
                        Underlying      Granted to    Base Price                      Appreciation for
                       Options/SARs    Employees in    (Dollars     Expiration         Option Term (2)
       Name              Granted        Fiscal Year   (per share)      Date            5%          10%
       ----              -------        -----------   -----------      ----         --------    --------
<S>                      <C>               <C>          <C>         <C>             <C>         <C>
Quentin P. Smith, Jr.    180,000           21.0         $1.94        02/15/09       $219,600    $336,600
                          19,360            2.3         $0.84        08/05/09         10,260      25,942
                          75,000(3)         8.7         $0.56        01/06/10         26,250      66,750

Bill C. Hollis            35,500(3)         4.1         $0.56        01/06/10         12,425      31,595

John V. Prince            30,163(3)         3.5         $0.56        01/06/10         10,557      26,845

Lee E. Martin             90,000           10.5         $1.19        04/30/09         67,500     170,100
                          35,350(3)         4.1         $0.56        01/06/10         12,372      31,461
</TABLE>

(1)  Consist entirely of stock options and do not include SARs.
(2)  Amounts  represent  hypothetical  gains  that  could  be  achieved  for the
     respective  options if exercised at the end of the option term. These gains
     are based on assumed rates of stock  appreciation  of 5% or 10%  compounded
     annually  from  the date  the  respective  options  were  granted  to their
     expiration  date  and  are  not  presented  to  forecast   possible  future
     appreciation,  if any,  in the price of the  Common  Stock.  The  potential
     realizable  value of the  foregoing  options is calculated by assuming that
     the market price of the  underlying  security  appreciates at the indicated
     rate for the entire term of the option and that the option is  exercised at
     the exercise price and sold on the last day of its term at the  appreciated
     price.
(3)  Options granted in January 2000 based upon 1999 performance.
<PAGE>
               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FY-END OPTION/SAR VALUE TABLE (1)

     The following  table sets forth  information  with respect to the executive
officers named in the Summary  Compensation  Table  concerning  option exercises
during the last fiscal year and the number and value of options  outstanding  at
the end of the last fiscal year.

<TABLE>
<CAPTION>
                                                   Number of Securities       Dollar Value of Unexercised
                         Number                   Underlying Unexercised         In-the-Money Options
                         Shares       Dollar        Options at FY-End                at FY-End (2)
                        Acquired      Value     ---------------------------   ---------------------------
      Name             on Exercise   Realized   Exercisable   Unexercisable   Exercisable   Unexercisable
      ----             -----------   --------   -----------   -------------   -----------   -------------
<S>                       <C>         <C>          <C>           <C>             <C>            <C>
James E. Gorman             0         $    0            0              0         $    0         $    0
Quentin P. Smith, Jr.       0         $    0        5,833        281,027         $    0         $    0
Bill C. Hollis              0         $    0       34,375        104,250         $    0         $    0
John V. Prince              0         $    0       10,167         50,496         $    0         $    0
Paul M. Gales               0         $    0       55,000        110,000         $    0         $    0
Lee E. Martin               0         $    0            0        125,350         $    0         $    0
</TABLE>

(1)  No SARs are outstanding.
(2)  Based on the last reported trade of the Company's  Common Stock on December
     31, 1999 at $.6875 per share.  Excludes options with exercise price of $.56
     granted after December 31, 1999 based on 1999 performance.
<PAGE>
EMPLOYMENT   CONTRACTS,   TERMINATION  OF  EMPLOYMENT,   AND   CHANGE-IN-CONTROL
ARRANGEMENTS

     The Company entered into a three-year  employment agreement with Quentin P.
Smith,  Jr. in  connection  with his election as President  and Chief  Executive
Officer in February  1999.  The  agreement  provides for an initial  annual base
salary of $375,000,  and provides that Mr. Smith is not entitled to receive cash
bonuses. The Company  contemporaneously  provided incentive  compensation to Mr.
Smith in the form of options to acquire  180,000 shares of the Company's  Common
Stock,  which  options  vest in equal  parts over  three  years.  The  agreement
provides for a payment equal to 12 months base salary if the Company  terminates
the agreement  without  cause.  If employment is terminated for any reason other
than for cause, by his disability, or by his death, within 12 months from events
which constitute a "change of control" (defined in the agreement to include only
hostile  takeovers,  as  defined),  Mr.  Smith is entitled to receive a lump sum
payment  equal to $5 million  minus the value of all of Mr.  Smith's  vested and
unvested stock options.

     The Company  entered into a three-year  employment  agreement dated May 11,
1998 with James E. Gorman,  formerly Chief  Executive  Officer,  President and a
director of the Company.  Mr.  Gorman's  base salary under the  agreement at the
time he ceased serving as an executive officer of the Company was $275,000.  The
agreement  included a  guaranteed  first year bonus of $100,000  and  provisions
similar to those in Mr. Smith's agreement in the event of a hostile takeover (as
defined) of the Company.  The Company  terminated the agreement for cause in May
1999.

     The Company  entered  into a five-year  employment  agreement  with Bill C.
Hollis effective August 1996, which, as amended  effective March 1999,  provides
that Mr. Hollis will serve as Chief Executive Officer of the Company's Logistics
Personnel  subsidiary and as the Company's  Senior Vice President -- Operations.
Mr. Hollis' base salary and bonus (if any) is established  pursuant to action of
the  Company's  compensation  committee.  In the  event  of  termination  of the
agreement by the Company  without  cause,  the agreement  provides for a payment
equal to the greater of the base salary due under the balance of the term of the
agreement or 12 months base  salary,  and further  provides for the  accelerated
vesting of unvested stock options.

     The Company entered into an agreement with John V. Prince in July 1997 that
provides for a payment equal to 12 months base salary if the Company  terminates
Mr. Prince's  employment  without cause. The agreement  further provides that if
Mr. Prince  terminates his employment with the Company for any reason other than
for cause,  by his  disability,  or by his death,  within 12 months  from events
which constitute a "change of control" (as defined in the agreement), Mr. Prince
will receive a lump sum equal to 2 times a base amount as well as a continuation
of benefits.

     The Company  entered into a  three-year  employment  agreement  with Lee E.
Martin in April  1999  pursuant  to which  Mr.  Martin  serves  as  Senior  Vice
President - Sales and Marketing. The agreement provides a monthly base salary of
$16,667  and  an  incentive   compensation   plan  based  on  a  percentage   of
sales-generated  commissions.  The agreement also provided for  reimbursement of
relocation  expenses.  If the Company terminates Mr. Martin's employment without
cause, Mr. Martin is entitled to severance payments equal to three to 12 months'
base salary depending on the commencement date of new employment.

     The Company  entered  into an  employment  agreement  with Paul M. Gales in
February  1997  pursuant  to which the  employee's  base  salary was set through
annual review by the Company's  compensation  committee.  The agreement provided
for a payment  equal to 12 months  base  salary if the  Company  terminated  the
agreement  without  cause and for certain  payments in the event of  termination
following  a "change of  control"  (as  defined  in the  agreement).  Mr.  Gales
resigned as an executive officer of the Company effective January 2000, at which
time the employment  agreement was  terminated  and the parties  entered into an
agreement pursuant to which Mr. Gales continued  employment for three months and
is  entitled  to  received   six  months'   base  salary   (payable  in  monthly
installments) as severance in exchange for specified services.

     The  Company's  1995  Option Plan  provides  that in the event of a merger,
consolidation or reorganization with another corporation in which the Company is
not the surviving corporation (an "Acquisition"), appropriate provision shall be
made  with  respect  to  outstanding  and  unexercised  options  to  either  (a)
substitute on an equitable basis appropriate shares of the surviving corporation
for such  options or (b) cancel  such  options  upon  payment of the fair market
value of such options to the respective holders.  The Company's 1993 Option Plan
provides that in the event of an  Acquisition,  appropriate  provision  shall be
made  with  respect  to  outstanding  and  unexercised  options  to  either  (a)
substitute on an equitable basis appropriate shares of the surviving corporation
for such  options or (b)  accelerate  the vesting and permit the exercise of all
such options prior to such Acquisition.
<PAGE>
COMPENSATION OF DIRECTORS

     The Company's directors who do not receive a salary or commissions from the
Company receive a quarterly retainer of $2,500 plus a fee of $500 per each board
or committee  meeting  attended.  Directors  also are  reimbursed for reasonable
out-of-pocket  expenses  incurred in  attending  Board of  Directors'  meetings.
Non-employee  directors  of the  Company  are  eligible  for the  grant of stock
options  pursuant  to the 1993  Option  Plan,  and are  eligible  under  certain
circumstances  for option  grants  under a formula  grant  provision of the 1995
Option Plan. Under the formula grant provisions of the 1995 Option Plan, options
for up to 50,000  shares  of Common  Stock  are  granted  automatically  to each
Director upon initial election,  with subsequent automatic grants of options for
2,500  shares of Common  Stock at the date of each  annual  meeting at which the
non-employee director is re-elected. Non-employee directors also are eligible to
receive  supplemental  option grants pursuant to an amendment to the 1995 Option
Plan effected in 1999. Non-employee directors elected prior to June 1996 are not
eligible to receive  options  under the formula grant  provision  until the year
2000 annual meeting of shareholders.

     Ms. Dial and Messrs. Carpenter and Hill each were granted options for 2,500
shares of Common Stock at the 1999 Annual  Meeting of  Shareholders  pursuant to
the formula grant provision  described  above.  Mr. Hill was granted options for
10,000  shares upon his  initial  election to the Board in April 1999 and 40,000
shares pursuant to the supplemental grant provision in May 1999. Messrs.  Smith,
Carpenter  and Mueller and Ms. Dial each were granted  options for 19,360 shares
pursuant to the supplemental grant provision in August 1999. All options have an
exercise price equal to the fair market value of the Common Stock on the date of
grant.

     The Company  entered into a two-year  consulting  agreement  with Marvin D.
Brody  commencing  August 1998 that provided  monthly  payments of $16,375.  The
agreement also provided a monthly  office expense  allowance of $1,250 per month
through   September   1999.   The   agreement   included   confidentiality   and
non-competition  provisions.  The agreement  was  terminated in November 1999 in
connection with Mr. Brody's  resignation  from the Board of Directors,  at which
time  payment of  remaining  amounts was made and Mr. Brody agreed that he would
not seek  re-election  to the Board.  Mr.  Brody  received $ 320,935  under this
agreement in 1999.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal 1999, the following individuals served on the Human Resources
Committee (which functions as the Company's  Compensation  Committee) at various
times: Mr. Mueller, Ms. Dial, Mr. Smith and Mr. Carpenter. Certain relationships
and related  transactions  with the Company are described  immediately  above in
"Compensation  of  Directors."  The  subheading   "Certain   Transactions"  also
describes  certain other  relationships  and transactions with current or former
board members.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of the  Company's  Common Stock at March 31, 2000 with respect to (i)
each director of the Company,  (ii) each of the executive officers listed in the
Summary  Compensation Table below and (iii) all directors and executive officers
of the Company as a group.

                                                   Shares Beneficially Owned (1)
                                                   -----------------------------
                                                    Number               Percent
                                                    ------               -------
     Quentin P. Smith (2)                          171,000                    *
     David R. Carpenter (2)                         77,667                    *
     Jeffery A. Colby (2)                           86,695                    *
     Sara R. Dial (2)                               38,333                    *
     Kennard F. Hill (2)                            17,500                    *
     Robert L. Mueller (2)(3)                      101,667                    *
     Paul M. Gales (2)(4)                           60,679                    *
     John V. Prince (2)                             20,167                    *
     Bill C. Hollis (2)                             66,375                    *
     Lee E. Martin (2)                              37,400                    *
     James E. Gorman (5)                             2,656                    *
     All executive officers and directors
      as a group (9 persons) (2)(3)                606,804                 1.6%

* Less than one percent.

(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities and Exchange Commission ("SEC") and generally includes voting or
     investment power with respect to securities.  In accordance with SEC rules,
     shares which may be acquired upon  conversion or exercise of stock options,
     warrants or convertible securities which are currently exercisable or which
     become  exercisable  within 60 days are  deemed  beneficially  owned by the
     optionee.  Except as  indicated  by  footnote,  and  subject  to  community
     property laws where applicable,  the persons or entities named in the table
     above have sole voting and  investment  power with respect to all shares of
     Common Stock shown as beneficially owned by them.
(2)  Includes  the  following  shares that may be acquired  upon the exercise of
     stock options:  Mr. Smith, 67,500 shares; Mr. Carpenter,  4,167 shares; Mr.
     Colby,  86,567 shares; Ms. Dial, 8,333 shares; Mr. Hill, 17,500 shares; Mr.
     Mueller, 1,667 shares; Mr. Gales, 55,000 shares; Mr. Hollis, 59,375 shares;
     Mr. Martin, 30,000 shares; and Mr. Prince, 10,167 shares.
(3)  Voting and  investment  power with  respect to 90,000  shares  shared  with
     spouse.
(4)  Includes 2,040 shares owned by spouse.
(5)  Beneficial ownership  information is based on Form 4 filed for the month of
     February 1999.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Mr. Colby,  a member of the  Company's  Board of Directors  since  November
1995, was the  controlling  shareholder of TEAM Services at the time of its June
1996 acquisition by the Company,  and served as Chief Executive  Officer of TEAM
Services since 1993. In connection with the TEAM Services acquisition, Mr. Colby
entered  into a three-year  employment  agreement  with the Company  pursuant to
which he continued to act as TEAM Services' President.  The Company entered into
a new three-year  employment  agreement with Mr. Colby in November 1999 pursuant
to which  Mr.  Colby  continues  to serve as  President  of TEAM  Services.  The
agreement  provides  for  an  annual  base  salary  of  $210,000  and  incentive
compensation to be determined based primarily on TEAM Services' performance.  If
the agreement is terminated by the Company without cause or if Mr. Colby resigns
under  specified  circumstances,  Mr.  Colby is  entitled  to  receive  payments
totaling 12 months base salary (or, if such termination occurs after a change in
control, as defined, payments equal to Mr. Colby's total compensation during the
preceding 12 months).

     In addition,  under the 1996  agreements by which the Company  acquired all
the  outstanding  capital stock of TEAM services,  the Company agreed to a total
purchase  price of four  times  total  TEAM  Services'  pre-tax  income  for the
12-month period ending June 30, 1999. The purchase price was payable in the form
of net assumed  liabilities  (approximately  $825,000  assumed at  closing)  and
unregistered  Common Stock.  The Company issued 2,157,753 shares of Common Stock
in payment of such purchase price in December 1999, of which 592,362 were issued
to Mr. Colby.  The Company has been advised by the sellers of TEAM Services that
they are  considering  initiating an arbitration  action against the Company for
unspecified damages based on the Company's alleged breach of the 1996 agreement.

     The  Company  has  entered  into  an  agreement   with  Paradigm   Partners
International,  LLC ("Paradigm") which, as amended,  provides for the payment of
5% of any fees or  commissions  paid to the  Company by American  Heritage  Life
throughout the term of the Company's  relationship  with American Heritage Life.
The Company agreed to pay such amount in consideration of Paradigm's  assistance
in arranging the Company's  relationship with American Heritage Life. No amounts
were paid under such  agreement  in 1999.  David R.  Carpenter,  a member of the
Company's Board of Directors, is Chairman and CEO of Paradigm.
<PAGE>
                                   SIGNATURES

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.

Dated this 1st day of May, 2000

                                        EMPLOYEE SOLUTIONS, INC.


                                        By /s/ John V. Prince
                                           -------------------------------------
                                        John V. Prince
                                        Chief Financial Officer