SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

 Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

                      For the year ended December 31, 2003

                         Commission File Number  0-25416

                                PROCOREGROUP  Inc.
             -------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


           CALIFORNIA                                20-0359260
    -----------------------                ----------------------------------
   (State of Incorporation)               (I.R.S. Employer Identification No.)

                          2250 WARRENSVILLE CENTER ROAD
                         UNIVERSITY HEIGHTS, OHIO 44118
              -----------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                                 1.888.370.9654
                               ------------------
              (Registrant's telephone number, including area code)


         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock - .001 Par Value
                          -----------------------------
                                (Title of Class)


Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

          Yes   X            No
               ---

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will 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 KSB
or  any  amendment  to  this  Form  10-KSB.

          Yes  X               No
              ---


<PAGE>
                                     PART 1

ITEM 1 DESCRIPTION OF BUSINESS

Business  Development
---------------------

The Company was incorporated in California on August 15, 1983 using the name of
Tahoe Lake Concessions, Inc. The Company remained dormant until 1993. On June
21, 1993, the Company's shareholders approved a name change to BAOA, Inc. From
1993 through 1997, BAOA was engaged in the development, marketing, and sales of
an educational and entertainment board game, the marketing of an affinity credit
card, the licensing of a trademark logo, "Black Americans of Achievement," and
the development of a television game show. On October 4, 2000, the Company's
shareholders approved a name change to Call-Solutions, Inc. On January 20, 2001,
the name change was officially filed with the California Secretary of State. On
November 3, 2003, the name change to PROCOREGROUP, INC. was officially filed
with the California Secretary of State.

There have been no bankruptcy, receivership or similar proceedings.

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

Business  of  the  Issuer
-------------------------

Call-Solutions' mission is to open call centers throughout the world in
locations which have business atmospheres that are encouraging to labor
intensive business operations. The Company's goal is to be the first choice of
corporate business customers who wish to outsource their company's teleservice
needs. The company will design its call centers to be multi-media contact
centers to facilitate computer telephony integration technology enabling all
Internet, cable and telephony commerce.


<PAGE>
The Company also desires to become a world leader in "direct-to-consumer"
distribution of goods and services by using its call center operation. With the
change of management and company name, the company will be conducting business
as a merger and acquisition oriented holding company that focuses on undervalued
assets. The goal of the company's management is to identify existing businesses
that have a potential to generate larger revenues through restructuring and
stronger management.


Competition
-----------

While the size and financial strength of the Company's competitors are
substantially greater than those of the Company, management believes the Company
will be able to compete effectively because it will incur lower costs and
expenses due to significantly lower labor costs. The Company believes that the
affordable labor rate will significantly increase its profitability on call
center projects. This factor will also allow the company to train its
teleservice representatives for new sales and marketing campaigns at extremely
competitive rates. This ability to re-train its teleservices representatives at
an affordable rate will make the Company's call centers more competitive in the
marketplace. With a new focus, PROCOREGROUP, INC.'s experienced management will
reach out through its diversified network of established business associates to
identify, research, and negotiate joint ventures, merger and/or acquisitions
that are most suitable and beneficial to the profitability and protection of our
shareholders and company. To achieve this, the company management will in no way
comprise the doctrinal and practical integrity of the company.


ITEM 2 DESCRIPTION OF PROPERTY

The Company has a lease on their office space located at 2250 Warrensville
Center Road, University Heights, Ohio 44118


ITEM 3 LEGAL PROCEEDINGS

The Company had no legal proceedings in 2002 and none are pending.


ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company had no matters submitted to a vote of the security holders.


<PAGE>
                                    PART  II

ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

General
-------

The  Company's common stock is traded on the OTC Electronic Bulletin Board.  The
OTC  Electronic  Bulletin  Board  is  sponsored  by  the National Association of
Securities  Dealers  (NASD).  The  Electronic  Bulletin  Board  is  a network of
security  dealers  who  buy  and  sell  stocks.

For  the  periods indicated, the following table sets forth the high and low bid
prices  per  share  of  common  stock.  These  prices  represent  inter-dealer
quotations  without  retail  markup,  markdown,  or  commission  and  may  not
necessarily  represent  actual  transactions.

      2001                    LOW    HIGH
      First  Quarter          .08     .17
      Second  Quarter         .01     .17
      Third  Quarter          .02     .07
      Fourth  Quarter         .01     .05

      2002                    LOW    HIGH
      First  Quarter          .01     .02
      Second  Quarter         .01     .01
      Third  Quarter          .01     .01
      Fourth  Quarter         .01     .05

      2003                    LOW    HIGH
      First Quarter           .01     .05
      Second Quarter          .01     .01
      Third Quarter           .02     .07
      Fourth Quarter          .02     .51



The Company's Board of Directors determines any payment of dividends.  The Board
of  Directors  does not expect to authorize the payment of cash dividends in the
foreseeable  future.  Any  future decision with respect to dividends will depend
on  future  earnings,  operations,  capital  requirements  and  availability,
restrictions  in  future  financing agreements, and other business and financial
considerations.

As  of  December 31, 2003, there were approximately 800 holders of record of the
Company's  Common  Stock.  The  Board  of  Directors  believe that the number of
beneficial  owners  is  substantially  greater than the number of record holders
because a portion of the Company's outstanding Common Stock is held of record in
broker  "street  names"  for  the  benefit  of  individual  investors.


<PAGE>
ITEM  6     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

Plan  of  Operations
--------------------

The  Company  is currently reviewing its plans for operating in the call center
business. More recently, the Company is creating a streamlined, multinational
holding company consisting of low profile, high quality, and cash generating
businesses.

ITEM 7  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  audited  financial  statements  of  the Company and related Notes which are
included in this filing have been examined by Kahn Boyd Levychin, LLP, Certified
Public  Accountants,  and  have been so included in reliance upon the opinion of
such  accountants  given  upon  their  authority  as  experts  in  auditing  and
accounting.


<PAGE>
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting
and financial disclosure.

                                    PART III

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

Director               Age           Date Elected           Position
Bashiruddin Usama      71             11/05/02             Director and
                                                           President

Charles w. Harper      47              6/11/03             Director and
                                                            Treasurer

Dr. Bashiruddin Usama was elected a Director on 11/05/02 and elected President
of the Company in June of 2003. He has a Specialty in Oral and Maxillofacial
Surgery and has practiced in Cleveland Heights, Ohio from 1974 to the present.
In 1959 he obtained a Bachelor of Science Degree from Howard University, College
of Liberal Arts, Washington, D.C. In 1963 he received a Doctorate of Dental
Surgery from Howard University, College of Dentistry, Washington, D.C. From 1971
to 1974, he completed his residency in Oral and Maxillofacial Surgery at Howard
University Hospital and Veterans Administration Hospital in Washington, D.C.
From 1993 to 1994, Dr. Usama was the state President of the President of the
Ohio Association of African American Business Owners, Inc. On November 5, 2002,
he was elected a Member of the Board of Directors of Call-Solutions, Inc. Dr.
Usama's past business affiliations include President and CEO of Trader's Group,
Inc., a producer and distributor of International Food Supplements and skin care
products, and Managing Partner of B.W.I. Properties, a real estate investment
partnership.


<PAGE>
Dr. Charles W. Harper has been a Director and the Treasurer since June 11, 2003.
He graduated with a B.A. in Chemistry from Fisk University in 1978, and received
a Doctorate of Dental Surgery Degree from Meharry Medical College in 1982. From
1987 to 1990, Dr. Harper was a Medical Fellow at Cleveland Clinic Foundation in
Cleveland, Ohio. From 1998 to 2000, he was a resident in Prosthodontics in Oral
Implantology at Ohio State University. Dr. Harper graduated from the New York
Maxicourse in Oral Implantology in June 2003. He is currently a Fellow of the
International Congress of Implantology.


ITEM 10 EXECUTIVE COMPENSATION

     There are currently no compensated executives of the company, none other
than compensation paid in stock to directors as stated in the financial
statements and company filings.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth information on the ownership of the Company's
voting  securities  by  Officers,  Directors,  and Major shareholders as well as
those who own beneficially more than five percent of the Company's common stock.

        Name of Beneficial Owner      Number of Shares    Percent of

No directors own voting stock in the company and there are no five percent
owners in the company stock.

(Percentages are based on the number of outstanding shares as of December 31,
2002.)


ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended December 31, 2002, the Company had advances and notes
payable from related parties, who are also stockholders or related to
stockholders of the Company. The advances and notes payable from related parties
were for expenses of the Company paid by related parties and for direct loans to
the Company. These advances and notes payable from related parties are not
formally documented. Notes payable bear interest at rates ranging from 5.0% and
30.0% and are due on terms of between two years and three years from the dates
of issue. The Company has paid in cash and common stock certain amounts
to related parties, including company personnel, officers, and directors for
services rendered to the Company.


<PAGE>
ITEM 13 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

None



<PAGE>
                                   SIGNATURES
                           ---------------------------

Pursuant to the requirements of Section 13 and 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.

                                 PROCOREGROUP, INC.
Date: 02/27/04                   /S/ Dr. Bashiruddin Usama
                                 Dr. Bashiruddin Usama
                                 President/Director
                                 -------------




<PAGE>




                               PROCORE GROUP, INC.
                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2003 AND 2002





<PAGE>

                                    CONTENTS
================================================================================

AUDITORS' REPORT                                                       1


FINANCIAL STATEMENTS

     Balance sheets                                                   2-3
     Statements of operations and comprehensive loss                   4
     Statements of cash flows                                         5-6


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            7-8


NOTES TO THE FINANCIAL STATEMENTS                                     9-11





<PAGE>
                             -----------------------
                             KAHN BOYD LEVYCHIN, LLP
                             -----------------------
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

                                AUDITORS' REPORT

================================================================================

Board of Directors and the Shareholders
ProCoreGroup, Inc.
University Heights, Ohio

We were engaged to audit the accompanying balance sheets of ProCoreGroup, Inc.
(a corporation formerly known as Call Solutions, Inc.) as of December 31, 2003
and 2002, and the related statements of operations and comprehensive loss, and
cash flows, for the years then ended.  These financial statements are the
responsibility of the Company's management.

Evidence supporting the basis for accounts payable stated in the accompanying
financial statements at $469,826 as of December 31, 2003, and at $473,896 as of
December 31, 2002, is no longer available.  Further, evidence supporting the
basis for notes payable stated in the accompanying financial statements at
$109,217 as of December 31, 2003, is no longer available.  The Company's records
do not permit the application of other auditing procedures to accounts payable
or notes payable.

Since we were not able to apply other auditing procedures to satisfy ourselves
as to the basis for accounts payable and notes payable, the scope of our work
was not sufficient to enable us to express, and we do not express, an opinion on
these financial statements.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 4 to the
financial statements, the Company has suffered recurring losses from operations,
and is dependent upon the sale of equity securities to provide sufficient
working capital to maintain continuity.  These circumstances create substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




Kahn Boyd Levychin,
Certified Public Accountants

February 16, 2004


                                                                               1

--------------------------------------------------------------------------------
48 Wall Street, 11th Floor New York, NY 10005                     (212) 843-4100

<PAGE>
<TABLE>
<CAPTION>
                              PROCORE GROUP, INC.
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002
================================================================================

                                                                2003     2002
--------------------------------------------------------------------------------
<S>                                                            <C>      <C>

                                  ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                   $ 4,439  $   314

--------------------------------------------------------------------------------

      TOTAL CURRENT ASSETS                                       4,439      314

--------------------------------------------------------------------------------

FIXED ASSETS
   Equipment                                                             73,378
   Furniture and fixtures                                                14,820

--------------------------------------------------------------------------------
                                                                         88,198
   Less: accumulated depreciation                                        69,051
--------------------------------------------------------------------------------
      NET FIXED ASSETS                                                   19,147
--------------------------------------------------------------------------------
OTHER ASSETS
   Intangible assets                                            27,250
--------------------------------------------------------------------------------
      TOTAL OTHER ASSETS                                        27,250
--------------------------------------------------------------------------------
      TOTAL ASSETS                                             $31,689  $19,461
================================================================================
<FN>

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.
</TABLE>


                                                                               2
<PAGE>
<TABLE>
<CAPTION>
                                   PROCORE GROUP, INC.
                               CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2003 AND 2002
=========================================================================================

                                                                 2003           2002
-----------------------------------------------------------------------------------------
<S>                                                          <C>            <C>

                         LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts and accrued expenses payable                     $    469,826   $    473,896
   Income taxes payable                                             5,963          5,163
   Notes payable, shareholders and related parties (Note 1)       169,467        153,500
-----------------------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                                   645,256        632,559
-----------------------------------------------------------------------------------------
      TOTAL LIABILITIES                                           645,256        632,559
-----------------------------------------------------------------------------------------
SHAREHOLDERS' DEFICIT
   Common stock (750,000,000 shares $.001 par value
      authorized,3,578,315 and 81,495,911 issued and
      outstanding respectively)                                     3,578         81,496
   Preferred stock (10,000,000 shares $.001 par value
      authorized, 237,197and 166,697 shares issued and
        outstanding)                                                  237            166
   Additional paid-in capital                                  14,698,445     13,385,428
   Accumulated deficit                                        (15,315,827)   (14,080,188)
-----------------------------------------------------------------------------------------
      TOTAL SHAREHOLDERS' DEFICIT                                (613,567)      (613,098)
-----------------------------------------------------------------------------------------
      TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT            $     31,689   $     19,461
=========================================================================================
<FN>
See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.
</TABLE>


                                                                               3
<PAGE>
<TABLE>
<CAPTION>
                                   PROCORE GROUP, INC.
                         CONSOLIDATED STATEMENTS OF OPERATIONS AND
                                    COMPREHENSIVE LOSS
                                   FOR THE YEARS ENDED
                                DECEMBER 31, 2003 AND 2002
========================================================================================

                                                             2003            2002
----------------------------------------------------------------------------------------
<S>                                                      <C>           <C>

Revenue                                                  $             $
----------------------------------------------------------------------------------------
OPERATING EXPENSES
  General and administrative expenses                      1,209,262      843,424
----------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                                   1,209,262      843,424
----------------------------------------------------------------------------------------
LOSS FROM OPERATIONS                                      (1,209,262)    (843,424)
----------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
  Forgiveness of debt                                                       4,456
  Other income                                                                165
  Interest expense                                            (6,430)     (10,524)
  Loss on abandonment of fixed assets                        (19,147)
----------------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE)                                 (25,577)      (5,903)
----------------------------------------------------------------------------------------
LOSS BEFORE PROVISION FOR INCOME TAXES                    (1,234,839)    (849,327)
Provision for income taxes (current)                             800          800
----------------------------------------------------------------------------------------
NET LOSS                                                 $(1,235,639)  $ (850,127)
========================================================================================

Loss per weighted average shares of common stock
  Outstanding                                            $     (1.06)  $     (.83)

Weighted average number of shares of common stock
    outstanding                                            1,164,507    1,027,818
<FN>




See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.
</TABLE>


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
                                   PROCORE GROUP, INC.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   FOR THE YEARS ENDED
                                DECEMBER 31, 2003 AND 2002
=========================================================================================

                                                                   2003          2002
-----------------------------------------------------------------------------------------
<S>                                                            <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                     $(1,235,639)  $  (850,127)
  Adjustments to reconcile net loss to net cash used in
    operating activities
      Depreciation                                                                 9,338
      Loss on disposal of assets                                                   7,316
      Loss on abandonment of fixed assets                           19,147
      Common stock issued for fees and services                  1,115,170        52,750
  Changes in operating assets and liabilities
      Decrease in accounts and accrued
         expenses payable                                           (3,270)   (1,008,045)
-----------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                             (104,592)   (1,788,768)
-----------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition cost incurred                                      (27,250)
-----------------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                              (27,250)
-----------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase in notes payable                                   65,967        52,595
    Preferred stock issued for cash                                 70,000
    Preferred stock issued to retire shareholder note               50,000
    Preferred stock issued to retire accounts payable                          1,694,272
    Shareholder note retired by the issuance of preferred stock    (50,000)
    Proceeds from sale of common stock                                            15,000
-----------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                          135,967     1,761,867
-----------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 4,125       (26,901)
Cash and cash equivalents, beginning of year                           314        27,215
-----------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR                         $     4,439   $       314
=========================================================================================
<FN>

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.
</TABLE>



                                                                               5
<PAGE>
<TABLE>
<CAPTION>
                              PROCORE GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THE YEARS ENDED
                           DECEMBER 31, 2003 AND 2002
=================================================================================

                                                            2003        2002
---------------------------------------------------------------------------------
<S>                                                      <C>        <C>

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the year for:
     Income taxes                                        $          $
     Interest expense
<FN>






See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.
</TABLE>


                                                                               6
<PAGE>
                               PROCORE GROUP, INC.
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================

Organization

ProCoreGroup, Inc. ("the Company") conducts business as a merger and acquisition
oriented holding company that focuses on undervalued assets.  Prior to November
2003 the Company was known as Call Solutions, Inc. and was inactive.

BAOA, Inc. ("BAOA") was incorporated in the State of California in October of
1983.  BAOA remained dormant until 1993.  From 1993 to 1997, BAOA was engaged in
the development, sale, and marketing of an educational and entertainment board
game, the marketing of an affinity credit card, the licensing of a trademark
logo, "Black Americans of Achievement," and the development of a television game
show.

Accounting basis

The Company uses the accrual basis of accounting for financial statement
reporting.  Accordingly revenues are recognized when services are rendered and
expenses realized when the obligation is incurred.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.  Cash equivalents are
carried at cost, which approximates market value.

Fixed assets

Fixed assets are stated at cost.  Depreciation is computed using the straight
line method over the following estimated useful lives:

                                                              Estimated
Description                                                   useful life
--------------------------------------------------------------------------------
Office equipment and furniture and fixtures                   5 years
Capital improvements                                          7 years

During the first quarter of 2003 the Company moved its operations from Detroit
to Ohio.  As part of the move the fixed assets were abandoned.




See auditors' report and the accompanying notes to the financial statements.
                                                                               7
<PAGE>
                               PROCORE GROUP, INC.
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from these estimates.

Income taxes

The Company accounts for income taxes using the asset and liability method as
required by Statement of Financial Accounting Standards No. 109, under which
deferred tax assets and liabilities are determined based upon the differences
between financial statement carrying amounts and the tax bases of existing
assets and liabilities.  Deferred taxes also are recognized for operating losses
that are available to offset future taxable income.

Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.  Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.



See auditors' report and the accompanying notes to the financial statements.
                                                                               8
<PAGE>
                               PROCORE GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 1 - NOTES PAYABLE, SHAREHOLDERS AND RELATED PARTIES

Notes payable, shareholders and related parties are broken down as follows:

<TABLE>
<CAPTION>
                                                                      2002      2001
<S>                                                                 <C>       <C>
--------------------------------------------------------------------------------------
Various non-interest note payable on demand; no monthly
payments of principal are required                                  $ 65,967  $

Non-interest note payable on demand; no monthly payments of
principal are required                                                60,000    60,000

8.5% note payable August 2004.  Quarterly payments of
interest are required.  The note is convertible into common stock.              50,000

11% note payable on demand; no monthly payments of
principal and interest are required                                   20,000    20,000

30% interest note payable on demand; no monthly payments of
principal and interest are required                                   12,500    12,500

8% note payable on demand; no monthly payments of principal
and interest are required                                              6,000     6,000

Non-interest note payable on demand; no monthly payments of
principal are required                                                 5,000     5,000
--------------------------------------------------------------------------------------
                                                                    $169,467  $153,500
======================================================================================
</TABLE>

NOTE 2 - INCOME TAXES

Temporary differences between the recognition of certain expense items for
income tax purposes and financial reporting purposes are as follows:

                                                        2002          2001
-------------------------------------------------------------------------------
Net operating loss to be carried forward            $  3,828,957   $ 3,520,047
Less: valuation allowance                             (3,828,957)   (3,520,047)
-------------------------------------------------------------------------------
NET DEFERRED TAX ASSET                              $              $
===============================================================================


See auditors' report and the summary of significant accounting policies.
                                                                               9
<PAGE>
                               PROCORE GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 2 - INCOME TAXES (CONTINUED)

The Company incurred no federal income tax expense for the years ended December
31, 2003 and 2002, and utilized no tax carryforward losses.  The Company
incurred $800 of state income tax expense for years ended December 31, 2003 and
2002.

The Company has a net operating loss carryover of $15,315,827 to offset future
income tax.  The net operating losses expire as follows:

December 31,  2009                                            $1,431,255
              2010                                               947,670
              2011                                             1,269,190
              2017                                               885,291
              2019                                             2,289,386
              2020                                             2,671,128
              2021                                             3,736,141
              2022                                               850,127
              2023                                             1,235,639

NOTE 3 - OPERATING FACILITIES

During the fourth quarter of 2002 the Company moved its operations from
facilities located in Atlanta, Georgia to Detroit, Michigan. In the first
quarter of 2003 the Company moved its operations to Ohio.  The Company was not
charged rent for use of either of the facilities.

NOTE 4 - GOING CONCERN

These financial statements are presented on the basis that the Company is a
going concern.  Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
of time.

As shown in the accompanying financial statements, the Company incurred net
losses of $1,235,639 and $850,127 respectively for the years ended December 31,
2003 and 2002, and as of December 31, 2003 had incurred cumulative losses since
inception of $15,315,827. The Company's existence in the current and prior
periods has been dependent upon advances from related parties and other
individuals, and the sale of equity securities.

The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.


See auditors' report and the summary of significant accounting policies.
                                                                              10
<PAGE>
                               PROCORE GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 5 - EQUITY TRANSACTIONS

In November of 2002, by unanimous approval the Board of Directors approved an
agreement to issue 1,697 shares of convertible preferred stock to various
officers of the Company in exchange for their agreement to forgive an aggregate
past due liability of $1,694,272 owed to the officers by the Company.  The
Company issued to the officers 1,697 shares of convertible preferred stock, at a
stated value of $1,000 per share.  The shares of preferred stock are immediately
convertible, at the officers' sole election, at the rate of $.005 per share, and
may convert into an aggregate of 339,400,000 shares of common stock.  The
holders of the convertible preferred stock may vote their shares on an "as
converted" basis.  These officers then resigned from the Company.

In June of 2003 the Company issued 500 shares of convertible preferred shares of
stock valued at $1,000 per share to an officer in payment of a $50,000 note to
said officer.  These preferred shares are convertible into shares of common
stock at the rate of $.002 per share.

In October of 2003 the Company issued 70,000 shares of preferred stock for
$70,000.  These preferred shares are convertible into shares of common stock at
the rate of $.002 per share.

In November of 2003 the Company increased the number of its authorized shares of
common stock from 90,000,000 to 750,000,000.  In addition, the Company
effectuated a 76:1 reverse split of the Company's common stock.  Finally, the
Company changed its name from "Call Solutions, Inc." to "ProCoreGroup, Inc."

In November of 2003 the Company issued 2,506,000 shares of common stock in
exchange for services.  The services were valued at $.445 per share, and
resulted in a charge of $1,115,170 to operating expenses.




See auditors' report and the summary of significant accounting policies.
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