U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                   FORM 10-KSB

[X]     Annual  report  under Section 13 or 14(d) of the Securities Exchange Act
        of  1934  for  the  fiscal  year  ended  December  31,  2003.

[ ]     Transition  report under Section 13 or 15(d) of the Securities Exchange
        Act  of  1934  for  the  transition  period  from          to


                        Commission File Number: 000-27507


                                PEOPLEVIEW, INC.
                 (Name of Small Business Issuer in its Charter)

          NEVADA                                        88-0350448
     (State  or  other  jurisdiction                   (I.R.S. Employer
     of  incorporation  or  organization)              Identification  No.)

     27130A Paseo Espada, Suite 1427, San Juan Capistrano, California 92675
     ----------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (949) 481-7550
                                 --------------
                           (Issuer's telephone number)

           Securities registered under Section 12(b) of the Act: None
              Securities registered under Section 12(g) of the 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 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  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.  [X]

Issuer's  revenues  for  the  year  ended  December  31,  2003  were $1,374,941.

The  aggregate market value for the Issuer's voting stock held by non-affiliates
of  the  Issuer  based upon the $0.30 per share closing sale price of the Common
Stock  on  April 8, 2004 as reported on the Over-the-Counter Bulletin Board, was
approximately  $11,675,437.  Shares  of  Common  Stock  held by each officer and
director  and by each person who owns 5% 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 a conclusive determination
for  other  purposes.

As  of  April  8,  2004,  Registrant  had  41,508,351  shares  of  Common  Stock
outstanding.

Transitional  Small  Business  Disclosure  Format  (check  one):
     Yes     [  ]          No     [X]

<PAGE>



                              PEOPLEVIEW, INC.
                         FORM 10-KSB ANNUAL REPORT


                            TABLE OF CONTENTS

                                                                     Page
                                  PART I

ITEM 1    Description of Business                                      3


ITEM 2    Description of Properties                                    5

ITEM 3    Legal Proceedings                                            5


ITEM 4    Submission of Matters to a Vote
          of Security Holders                                          5

                                PART II

ITEM 5    Market for Common Equity and Related
          Shareholder Matters                                          5

ITEM 6    Management's Discussion and Analysis
          or Plan of Operation                                         8

ITEM 7    Consolidated Financial Statements                            F1-F23

ITEM 8    Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure                       17

ITEM 8A   Controls and Procedures                                      17


                                PART III

ITEM 9    Directors, Executive Officers, Promoters and
          Control Persons: Compliance With Section 16(a)
          of the Exchange Act                                          18

ITEM 10   Executive Compensation                                       18

ITEM 11   Security Ownership of Certain Beneficial
          Owners and Management and Related Stockholders               18

ITEM 12   Certain Relationships and Related Party Transactions         18

ITEM 13   Exhibits and Reports on Form 8-K                             18

ITEM 14   Principal Accountant Fees and Services                       18

                                      2

<PAGE>
                                     PART I

This  annual  report  on Form 10-KSB contains certain forward-looking statements
within the meaning of Section 21E of the Securities and Exchange Act of 1934, as
amended,  and  is subject to the Safe Harbor provisions created by that statute.
In  this  report,  the  words  "anticipates,"  "believes,"  "expects," "future",
"interests,"  and similar expressions identify forward-looking statements.  Such
statements  are  subject  to risks and uncertainties, including, but not limited
to,  those discussed herein that could cause actual results to differ materially
from  those  projected.  You  are cautioned not to place undue reliance on these
forward-looking  statements,  which  speak  only  as  of  the  date  hereof.  We
undertake no obligation to publicly release the result of any revisions to these
forward-looking statements that may be needed to reflect events or circumstances
after  the  date  of  this  report or to reflect the occurrence of unanticipated
events.

ITEM  1.     DESCRIPTION  OF  BUSINESS

INTRODUCTION

     PeopleView,  Inc.,  a  Nevada corporation (the "Company" or "PeopleView" or
"we"  or "our") is the parent corporation of: e-Perception Technologies, Inc., a
Delaware  corporation  ("e-Perception  Technologies"), which developed, marketed
and supported web services for real-time Human Capital Management ("HCM").  PPVW
Acquisition  Company,  a  California  corporation,  was  established  to acquire
entities.

     PeopleView,  Inc.  was  incorporated  in  the State of Nevada on August 29,
1995.  From its incorporation in August 1995 until January 2002, the Company had
no  significant  operations.

     On  January  9,  2002,  e-Perception  Technologies, Inc. completed a tender
offer  with  Corporate  Development  Centers, Inc., a Nevada corporation ("CDC")
that  traded  its  common  stock  on  the  Over-the-Counter  Bulletin Board.  In
connection  with the tender offer, the stockholders of e-Perception Technologies
received  one  (1)  share  of  CDC  common  stock  for  each  four (4) shares of
e-Perception Technologies common stock they owned prior to the tender offer.  As
a  result,  e-Perception  Technologies  became a wholly owned subsidiary of CDC.
CDC  changed  its  name  to  e-Perception,  Inc.  In  May 2003, the shareholders
approved  a  name  change  to PeopleView, Inc.  The Company is in the process of
changing  its  name to Auxilio, Inc., subject to shareholder approval. The stock
currently  trades  on  the  OTC  Bulletin  Board  under  the  symbol, "PPVW.OB".

     On  March  17, 2004, the Company entered into an agreement with Workstream,
Inc.  whereby the Company sold to Workstream the following: Accounts receivable,
certain  computer  equipment,  customer  list,  existing customer contracts, the
PeopleView name, and the technology and product offerings that had been recently
revised  and  improved,  including  ClimateSight(TM),  SkillSight(TM),
PerformanceSight(TM),  ComplianceSight(TM)  and  HCM TOOLS(TM). Pursuant to this
transaction,  the  Company  is  focusing  its  efforts  in  providing outsourced
document  management  solutions.  In May 2004, the Company will seek shareholder
approval  for  a  new  Company  name.

On  April  1, 2004, one of the Company's subsidiaries, PPVW Acquisition Company,
completed  an acquisition of The Mayo Group.  The Mayo Group provides outsourced
financial  and  business  processes  for  image  management  in  healthcare.

Pursuant  to the two transactions completed in March and April 2004, the current
business  operations  of  PeopleView  are  that  of  The  Mayo  Group.

     Where appropriate, references to "PeopleView", the "Company," "we" or "our"
include  PeopleView, Inc., e-Perception Technologies, Inc., and PPVW Acquisition
Company,  Inc.

                                       3
<PAGE>

     Our  executive  offices are located at 27130A Paseo Espada, Suite 1427, San
Juan  Capistrano,  CA.   Our  Web  site  is  located  at  www.peopleview.net

     For  the fiscal year ended December 31, 2003, and including the period from
January  1, to March 31, 2004,  PeopleView developed, marketed and supported web
based  assessment  and  reporting  tools  and  provides consulting services that
enable  companies  to  manage  their  Human  Capital  Management  (HCM) needs in
real-time.  Companies  ranging  in  size  from  50  person  firms to Fortune 500
companies  implemented  our  solutions  in order to have deep insight into their
human  capital  assets.

Operations  from  April  1,  2004 will be the operations of The May Group, which
provides  outsourced  financial  and  business processes for image management in
healthcare.


GENERAL

     Our  common  stock  is  currently  listed  on the Over-the-Counter Bulletin
Board.

PRINCIPAL  PRODUCTS  OR  SERVICES

      On  April  1,  2004,  one  of the Company's subsidiaries, PPVW Acquisition
Company,  completed  an  acquisition of The Mayo Group.  The Mayo Group provides
outsourced  financial and business processes for image management in healthcare.


COMPETITION

     The  image  management  business  segment  is highly competitive, and there
currently  are  only  minor economic barriers to entry into any of them. We face
competition from many other companies offering document and image management, in
addition  to  document and image processing. Some of our competitors have access
to  greater  resources  and  capital  than  are  currently  available  to  us.



INTELLECTUAL  PROPERTY

     The Company has not applied for or been granted any patents with respect to
its  technology,  or  processes, as related to document and image management, in
addition  to  document  and  image  processing.

GOVERNMENT  REGULATION

     We  are  subject  to  federal,  state  and local regulations concerning the
environment,  occupational  safety and health standards. We have not experienced
significant difficulty in complying with such regulations and compliance has not
had  a  material  effect  on  our  business  or  our  financial  results.

RESEARCH  AND  DEVELOPMENT

     Historically, our research and development organization was responsible for
product architecture, core technology, product testing and quality assurance and
ensuring  the  compatibility  of  our  products with leading hardware platforms,
operating  systems and database systems. In addition, that organization supports
some pre-sale and customer support activities. In 2003, we incurred research and
development  expenses of $659,910. In 2002, we incurred research and development
expenses of $396,077.  The majority of our research and development organization
was outsourced to Prosys, Inc., a New Dehli based software development firm.  In

                                      4
<PAGE>

addition  our  product  development  was  outsourced to J. Joseph Inc., a Nevada
based  technology  consulting  firm. Commencing April 1, 2004, with the focus on
document  and image management, in addition to document and image processing, we
anticipate  no  research  and  development  expenses  will  be  incurred.

EMPLOYEES

     As  of  December  31,  2003, we had nine (9) full-time employees.  Of these
employees, five (5) were engaged in sales and marketing, two (2) were engaged in
professional services/project management and two (2) were engaged in finance and
administration.  None  of  our  employees  are represented by a labor union or a
collective  bargaining agreement. We have not experienced any work stoppages and
consider  our  relations with our employees to be good.  As of April 1, 2004, we
had  22  employees.  Of  these  employees,  ten  (10)  are  engaged in sales and
marketing, eight (8) are engaged in professional services/project management and
four  (4)  were  engaged  in  finance  and  administration.



ITEM  2.     DESCRIPTION  OF  PROPERTIES

     Commencing  April  1,  2004,  we have operations in three locations. In San
Juan  Capistrano, California, we lease approximately 2,900 square feet of office
space  in  one  building to support sales and marketing. The lease terminates on
October  31,  2004.  In  Los  Angeles, California, we lease approximately 12,000
square  feet  of warehouse space in one building for inventory, and storage. The
lease  terminates  on  July  31,  2006.  In  Glendale,  California, we sub-lease
approximately  8,836  square  feet  of  office  space in one building to support
sales, marketing, and administration. The sub-lease terminates on July 30, 2005.
These  locations  provide  more  than  enough  space  required  for  our current
operations.


ITEM  3.     LEGAL  PROCEEDINGS

     From  time to time, we may become involved in litigation relating to claims
arising  from  our  ordinary  course  of  business. We are aware of no claims or
actions  pending  or  threatened  against  us, the ultimate disposition of which
would  have  a  material  adverse  effect  on  us.


ITEM  4.          SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None

                                     PART II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED SHAREHOLDER
MATTERS

     The  Company's  common  stock  currently  trades  on  the  Over-the-Counter
Bulletin  Board, under the trading symbol of "PPVW.OB". The Company had lost its
trading  symbol  in  or  about September 1999.  The Company was re-listed on the
Over-the-Counter  Bulletin  Board  on  November  29, 2001.  In January 2002, the
Company  changed  its  stock  symbol  to  "EPER.OB".  In  June 2003, the Company
changed  its  stock  symbol  to  "PPVW.OB".  Because  we  are  listed  on  the
Over-the-Counter Bulletin Board, our securities may be less liquid, receive less
coverage  by  security  analysts  and news media, and generate lower prices than
might  otherwise  be  obtained  if  they were listed on a NASDAQ market or other
exchange.

                                        5
<PAGE>

The  following  table  sets  forth for each quarter during fiscal years 2003 and
2002 the high and low bid quotations for the Common Stock as reported by NASDAQ.
<TABLE>
<CAPTION>




QUARTER                                 LOW   HIGH
-------------------------------------  -----  -----
<S>                                    <C>    <C>
 January 1, 2002-March 31, 2002  .. .  $3.25  $4.00
 April 1, 2002-June 30, 2002  . . . .  $2.80  $3.80
 July 1, 2002-September 30, 2002  . .  $2.30  $3.25
 October 1, 2002-December 31, 2002  .  $2.00  $3.25
 January 1, 2003-March 31, 2003  .. .  $0.33  $2.55
 April 1, 2003-June 30, 2003  . . . .  $0.33  $1.01
 July 1, 2003-September 30, 2003  . .  $0.25  $0.80
 October 1, 2003-December 31, 2003  .  $0.45  $0.65
</TABLE>

     On  March  12,  2004,  the  Company  had  approximately 268 stockholders of
record.

     To  date,  no  dividends have been declared or paid on any capital stock of
the  Company,  and  the  Company does not anticipate paying any dividends in the
foreseeable  future.

EQUITY  COMPENSATION  PLAN  INFORMATION

     The  following  table  provides certain information as of December 31, 2003
with  respect  to  the  Company's  equity  compensation plans under which equity
securities  of  the  Company  are  authorized  for  issuance.

<TABLE>
<CAPTION>



                                            NUMBER OF          WEIGHTED         NUMBER OF
                                        SECURITIES TO BE   AVERAGE EXERCISE    SECURITIES
                                           ISSUED UPON         PRICE OF         REMAINING
                                           EXERCISE OF        OUTSTANDING     AVAILABLE FOR
                                           OUTSTANDING         OPTIONS,          FUTURE
                                        OPTIONS, WARRANTS    WARRANTS AND       ISSUANCES
                                        -----------------  -----------------
PLAN                                       AND RIGHTS           RIGHTS         UNDER PLAN
--------------------------------------  -----------------  -----------------  -------------
<S>                                     <C>                <C>                <C>
Equity compensation plans approved
      by security holders(1):. . . . .          2,144,250  $            0.41      2,255,750
Equity compensation plans not approved
       by security holders(2): . . . .          1,532,845  $            0.43              -
                                        -----------------                     -------------
     Total . . . . . . . . . . . . . .          3,677,095                         2,255,750
                                        =================                 =================
</TABLE>



(1)     These  plans  consist  of the 2000 Stock Option Plan, 2001 Stock Options
        Plan,  and  the  2003  Stock  Incentive  Plan.
(2)     Warrants  and  rights.

     In  July  2003, the Company opened a private placement of its common stock,
at $0.25 per share.  This private placement was completed by September 30, 2003.
A  total  of  10,981,792  shares  had  been sold for net proceeds of $2,470,903.

The  Company  completed  a  private placement of its common stock on January 15,
2003.  As  of December 31, 2002, the Company sold 988,163 shares of common stock
(as  of  January 15, 2003, the closing of the offering,

                                      6
<PAGE>

the Company sold a total
of  1,028,163  shares  of  common stock in this offering) at a purchase price of
$1.00  per  share.  The  Company  decided  to  re-price  the shares sold in this
offering  because  of  the  Company's  inability to meet the revenue projections
described  to investors in the offering.  The Company re-priced the common stock
sold  in  the  offering to $0.25 per share (the "Re-pricing").  The Company gave
each  purchaser  the  election  to either rescind his investment, or accept four
shares of common stock for each share purchased in the offering.  Four investors
elected  to rescind their investment, totaling 68,000 shares, for $68,000. After
the  re-pricing, and after the rescission, as of December 31, 2002, $920,163 had
been  collected,  resulting  in  an  additional 2,760,489 shares were issued and
therefore  3,680,652  total  shares  sold.

     On  April 29, 2002, Avintaquin Capital, LLC ("Avintaquin"), an affiliate of
three  of  the Company's shareholders (one of whom is a director and one of whom
is a former director), provided the Company with a bridge loan of $60,000, which
has  been  extended,  maturing  on  April  29,  2004, and which was initiated in
anticipation  of  the  closing  of  a  private placement of the Company's common
stock.  The  bridge loan has an interest rate of 12% per annum and is secured by
a  first-priority lien on the Company's assets.  As additional consideration for
the  bridge  loan,  Avintaquin received a warrant to purchase 60,000 shares at a
purchase  price  equal to 80% of the price per share of the common stock sold in
the  Company's  next  round  of financing.  The warrant is exercisable for three
years  from  the  date  of issuance.  On December 30, 2002, Avintaquin agreed to
convert $10,000 of indebtedness under this loan in exchange for 10,000 Units, on
the  terms  and  conditions  described  above.

     Avintaquin  served  as a member of the selling group in connection with the
private  placement  of the Company's common stock that terminated on January 15,
2003.    Based  upon  the  number  of  shares  issued  in this offering upon the
effectiveness  of  the  re-pricing,  Avintaquin  received  199,264  warrants  in
connection with the placement of 1,992,640 shares of the Company's common stock.
The  warrants have an exercise price equal to 110% of the 5-day trailing average
of the public market price of the Company's stock following the final closing of
the  offering,  subject  to  adjustment,  and  have  a  term of three years.  In
addition,  Avintaquin  agreed  to  accept 199,264 shares of the Company's common
stock  in  connection  with  this  offering  in  lieu of a cash placement fee of
$49,816.

     Avintaquin  served  as a member of the selling group in connection with the
private  placement  of  the  Company's common stock that closed on September 30,
2003.    Based  upon  the  number  of shares issued in this offering, Avintaquin
received  86,200 warrants in connection with the placement of 862,000, shares of
the  Company's  common stock.  The warrants have an exercise price equal to 100%
of  the  private  placement offering price, and have a term of three years.  The
warrants  had  a fair market value of $21,286, which was included as part of the
offering  cost  of  the  private  placement.  The fair value of the warrants was
determined  using  the  Black-Scholes  option-pricing  model, with the following
assumptions: (i) no expected dividends, (ii) a risk free interest rate of 1.45%,
(iii)  expected volatility of 288.36%, and (iv) an expected life of three years.

     World  in Motion, an affiliate of one of Company's shareholders served as a
member  of  the  selling  group  in connection with the private placement of the
Company's  common stock that closed on September 30, 2003. Based upon the number
of  shares  issued in this offering, World in Motion received 46,000 warrants in
connection  with the placement of 460,000, shares of the Company's common stock.
The  warrants  have  an  exercise  price  equal to 100% of the private placement
offering  price, and have a term of three years.  The warrants had a fair market
value of $11,359, which was included as part of the offering cost of the private
placement. The fair value of the warrants was determined using the Black-Scholes
option-pricing model, with the following assumptions: (i) no expected dividends,
(ii)  a  risk free interest rate of 1.45%, (iii) expected volatility of 288.36%,
and  (iv)  an  expected  life  of  three  years.

     General Pacific Partners, an affiliate of one of the Company's shareholders
(who  is  a  current  director),  served  as  a  member  of the selling group in
connection  with the private placement of the Company's common

                                    7
<PAGE>
stock that closed
on  September  30,  2003.   Based  upon  the  number  of  shares  issued in this
offering,  General Pacific Partners received 280,780 warrants in connection with
the  placement of 2,807,800, shares of the Company's common stock.  The warrants
have  an  exercise  price equal to 100% of the private placement offering price,
and  have  a  term  of  three  years.   The  warrants had a fair market value of
$69,335,  which  was  included  as  part  of  the  offering  cost of the private
placement. The fair value of the warrants was determined using the Black-Scholes
option-pricing model, with the following assumptions: (i) no expected dividends,
(ii)  a  risk free interest rate of 1.45%, (iii) expected volatility of 288.36%,
and  (iv)  an  expected  life  of  three  years.

Ray  Gerrity,  a director, served as a member of the selling group in connection
with  the  private  placement  of  the  Company's  common  stock  that closed on
September  30, 2003.    Based upon the number of shares issued in this offering,
Mr.  Gerrity received 9,000 warrants in connection with the placement of 90,000,
shares of the Company's common stock.  The warrants have an exercise price equal
to 100% of the private placement offering price, and have a term of three years.
The  warrants  had  a fair market value of $2,222, which was included as part of
the  offering  cost of the private placement. The fair value of the warrants was
determined  using  the  Black-Scholes  option-pricing  model, with the following
assumptions: (i) no expected dividends, (ii) a risk free interest rate of 1.45%,
(iii)  expected volatility of 288.36%, and (iv) an expected life of three years.


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

     In  addition  to  historical  information,  the  statements set forth below
include  forward-looking  statements  within  the  meaning of Section 27A of the
Securities  Act  of 1933 and Section 21E of the Securities Exchange Act of 1934.
These  forward-looking  statements  include  statements  regarding  potential
strategic collaborations, future capital needs and funding requirements, product
development  plans,  and  market  assessments.  These  statements are subject to
risks  and  uncertainties  that  could cause actual results to differ materially
from  those  in  the  forward-looking statements.  These risks and uncertainties
include:

-     General  economic  and  business  conditions;
-     Industry  trends;
-     Our  overall  market  penetration  and  competition  from  providers  of
      alternative  products  and  services;
-     Our  actual  funding  requirements;
-     Availability,  terms  and  deployment  of  capital.


OVERVIEW


     For  the fiscal year ended December 31, 2003, and including the period from
January  1, to March 31, 2004,  PeopleView developed, marketed and supported web
based  assessment  and  reporting  tools  and  provides consulting services that
enable  companies  to  manage  their  Human  Capital  Management  (HCM) needs in
real-time.  Companies  ranging  in  size  from  50  person  firms to Fortune 500
companies  implemented  our  solutions  in order to have deep insight into their
human  capital  assets.

     Operations  from  April  1,  2004 will be the operations of The Mayo Group,
which  provides outsourced financial and business processes for image management
in  healthcare.


APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

                                        8
<PAGE>

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The  preparation  of  these  financial  statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,  and  related  disclosure  of  contingent  assets  and
liabilities.  On an on-going basis, we evaluate these estimates, including those
related  to  customer  programs  and  incentives,  product  returns,  bad debts,
inventories,  investments,  intangible  assets,  income taxes, contingencies and
litigation.  We base our estimates on historical experience and on various other
assumptions  that  are  believed  to  be reasonable under the circumstances, the
results  of  which form the basis for making judgments about the carrying values
of  assets  and  liabilities  that  are not readily apparent from other sources.
Actual  results  may  differ from these estimates under different assumptions or
conditions.

We consider the following accounting policies to be both those most important to
the  portrayal  of  our  financial  condition  and  those  that require the most
subjective  judgment:

-     Revenue  recognition
-     Accounts  receivable  valuation  and  related  reserves
-     Valuation  of  fixed  assets
-     Accounting  for  income  taxes
-     Impairment  of  intangible  assets

See  disclosures  in  Note  1  of  the  financial  statements  for the Company's
accounting  policies  and  procedures.


RESULTS  OF  OPERATIONS

FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2003
--------------------------------------------------

NET  REVENUE

     Net  revenue  decreased  $1,046,924  or  43  percent, to $1,374,941 for the
fiscal  year  ended  December  31, 2003, as compared to the same period in 2002.
This decrease was primarily due to the reduction of the Company's internal sales
force,  limited  business  from new customers, and the failure to retain certain
existing  customer  renewals.

COST  OF  REVENUE

     Cost of revenue consists of referral fees paid to third parties, operations
overhead  (including  launching  and  deploying  assessment surveys), outsourced
trainers  and  outsourced  software  development.  Cost  of revenue decreased by
$187,460  to $778,720, or 57 percent of sales for the fiscal year ended December
31,  2003, as compared to $966,180, or 40 percent of sales in the same period in
2002.  This  decrease was primarily due to the decrease in revenue. The increase
as  a  percentage  of  sales was pursuant to an increase in outsourced services.

RESEARCH  AND  DEVELOPMENT

     Research  and  development  expenses  consist  of  personnel  expenses  and
associated  overhead.  The  Company's  investment  in  research  and development
increased $263,833 to $659,910, or 48 percent of sales for the fiscal year ended
December  31,  2003, as compared to $396,077, or 16 percent of sales in the same
period  in  2002.  The  increase  was  primarily  attributable  to  new  product
enhancements  and  new  product  development.

     Costs incurred in the research and development of new software products are
expensed  as  incurred.  PeopleView expects research and development expenses to
continue to decrease in absolute dollars as the

                                        9
<PAGE>

Company is in the final stage of
completing  the  enhancement  of  existing  products  and the development of new
products.

SALES  AND  MARKETING

     Sales  and  marketing  expenses  include salaries and expenses of sales and
marketing  personnel,  advertising  and  promotion  expenses,  travel  and
entertainment,  and  other  selling  and  marketing  costs.  Sales and marketing
expenses  increased  by  $340,224 to $1,515,116, or 110 percent of sales for the
fiscal year ended December 31, 2003, as compared to $1,174,892, or 48 percent of
sales in the same period in 2002. This increase was primarily due to a marketing
and  promotional campaign. Pursuant to a lack of results, all efforts related to
the  marketing  campaign  ceased  during  the  fourth  quarter  of  2003.

GENERAL  AND  ADMINISTRATIVE

     General  and  administrative  expenses,  which  include personnel costs for
finance, administration, information systems, and general management, as well as
facilities expenses, professional fees, legal expenses, and other administrative
costs, decreased by $356,106 to $1,241,562 or 90 percent of sales for the fiscal
year  ended  December 31, 2003, as compared to $1,597,668 or 66 percent of sales
in  the  same  period  in 2002.  The decrease was primarily due to a decrease in
staffing.

     In  December  2003, pursuant to the Company's decision to focus its efforts
on  developing  the  new HCM Tools offering, the Company recorded impairment for
the  value  of  all  non  HCM  Tools related software, software licenses, in the
amount  of  $101,720  as  discussed  in  the  loss  on  disposal  of  assets

OTHER  INCOME  (EXPENSE)

     Other  income and expense includes interest income net of interest expense.
Interest income is primarily derived from short-term interest-bearing securities
and  money market accounts.  Interest expense for the fiscal year ended December
31,  2003 was $16,088 compared to $85,706 for the same period in 2002, primarily
due to a decrease in borrowings during the year.  Interest income for the fiscal
year  ended December 31, 2003 was $3,772 compared to $652 for the same period in
2002,  primarily  due to an increase in the average balance of invested cash and
short-term  investments.

REPRICING  OF  PRIVATE  PLACEMENT

     The  Company  decided  to  reprice the shares sold in the June 2002 Private
Placement  offering  because  of  the  Company's  inability  to meet the revenue
projections  described  to investors in the offering.  The Company re-priced the
common  stock  sold  in the offering to $0.25 per share (the "Re-pricing").  The
Company  gave  each  purchaser the election to either rescind his investment, or
accept  four  shares  of  common stock for each share purchased in the offering.
The  re-pricing  resulted  in  a total expense being recognized in the amount of
$720,122  as  determined  by  taking  the  new  price times the number of shares
originally  issued.

LOSS  ON  DISPOSAL  OF  FIXED  ASSETS

     During  the  year  ended  December 31, 2003, the Company recognized loss on
disposal  of  fixed  assets  of  $442,142 relating to its non HCM tools software
solution  and  related assets. Due to competitive forces, the Company determined
to  focus  efforts  on  the  new  HCM  tools  offering.

LOSS  FROM  OPERATIONS

                                        10
<PAGE>

     During  the fiscal year ended December 31, 2003, we sustained a net loss in
the  amount  of  $3,405,020.  A portion of that loss, in the amount of $442,142,
was  due  to  the  loss  on  disposal  of  fixed  assets.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  December  31,  2003,  our  cash  was  equal to $226,398.  The Company's
principal  cash  requirements  are  for  operating  expenses, including employee
costs,  funding  of accounts receivable, capital expenditures and funding of the
operations.  The  Company's  primary  sources  of  cash  had  been  from private
placements  of  the  Company's  common  stock.

     The  March  2004  sale of HCM Tools to Workstream provided the Company with
$300,000,  of  which  $50,000  was  being held back for any unforeseen expenses.
Pursuant  to  the sale of HCM tools, the Company no longer has product offerings


to  produce  a  source  of  revenue  related to its historical business efforts.

The Company's ability to generate any future revenue will be directly related to
its  efforts  in  operating the business of The Mayo Group.   On March 18, 2004,
the  Company  entered  into  a letter of intent to purchase The Mayo Group.  The
Mayo  Group  provides  document  management  services  to  customers in Southern
California.   The  Company  completed  the  transaction  on  April  1,  2004.

To  provide  working capital to complete the transaction with The Mayo Group, on
March  5,  2004,  the  Company  commenced a private placement of up to 5,000,000
shares of its common stock to certain existing shareholders, at a price of $0.10
per  share.  As  of  March  31,  2004,  the  Company  had sold 3,666,500 shares,
collecting  $366,650. Each share will be restricted from re-sale for a period of
two years. The Company has been dependent upon the successful completion of this
private  placement. The Company will be dependent upon the successful completion
of other financing activities, in order to operate its business over the next 12
months.  Given  the  lack  of the Company's current cash position, such external
sources  of  financing will be critical to the Company's future operations.  Our
need  for  such  additional financing depends in part on our future performance,
which,  in  turn,  is  subject  to general economic conditions, and business and
other  factors  beyond  our  control. There can be no assurance that we would be
able  to obtain such financing, or that any financing would result in a level of
net  proceeds  required.

     During the fiscal year ended December 31, 2003, the Company used $2,563,144
for operating activities, as compared to $1,227,585 for the same period in 2002.
The  increase  in cash use was primarily due to an overall increase in expenses,
and  a  decrease  in  revenues,  and  associated  accounts  receivable.

     On April 29, 2002, Avintaquin Capital, LLC, ("Avintaquin"), an affiliate of
three  of the Company's shareholders, provided the Company with a bridge loan in
the  original principal amount of $60,000. The bridge loan is secured by certain
assets  of  the  Company.  The  bridge  loan bears interest at a rate of 12% per
annum. On June 29, 2002, Avintaquin and the Company entered into an amendment to
the bridge loan and extended the maturity date of the loan until April 29, 2004.
In  connection  with  this  amendment,  and,  as  additional  consideration  for
extending  the  bridge  loan, the Company issued a warrant to Avintaquin for the
purchase  of 60,000 shares on the Company's common stock at an exercise price of
$1.60  per share.  This warrant has a term of four years.  On December 31, 2002,
the  Company  converted  $10,000  of the principal balance outstanding to common
stock  of  the Company.  As of December 31, 2003, the outstanding balance on the
bridge  loan  was  $61,983  including  principal  and  interest.

The  Company  completed  a  private placement of its common stock on January 15,
2003.  As  of December 31, 2002, the Company sold 920,163 shares of common stock
(as  of  January 15, 2003, the closing of the offering, the Company sold a total
of  1,080,163  shares  of  common stock in this offering) at a purchase price of
$1.00  per  share.  The  Company  decided  to  re-price  the shares sold in this
offering  because  of  the  Company's  inability to meet the revenue projections
described  to investors in the offering.  The Company re-priced the common stock


                                     11
<PAGE>

sold  in  the  offering to $0.25 per share (the "Re-pricing").  The Company gave
each  purchaser  the  election  to either rescind his investment, or accept four
shares of common stock for each share purchased in the offering.  Four investors
elected  to  rescind  their investment, totaling $68,000.  After the re-pricing,
and  after the rescission, as of December 31, 2002, $920,163 had been collected,
resulting  in  3,680,652  shares  sold.

     In  March 2003, the Company initiated a new private placement of its common
stock,  which  opened  at $0.25 per share. As of September 30, 2003, the Company
closed the offering, selling 10,981,792 shares, with net proceeds of $2,470,903.
The  Company  has  been dependent upon the successful completion of this private
placement. The Company will be dependent upon the successful completion of other
financing  activities, in order to operate its business over the next 12 months.
Given  the lack of the Company's current cash position, such external sources of
financing  will  be  critical  to the Company's future operations.  Our need for
such  additional  financing depends in part on our future performance, which, in
turn,  is subject to general economic conditions, and business and other factors
beyond  our  control.  There can be no assurance that we would be able to obtain
such  financing,  or  that any financing would result in a level of net proceeds
required.

At  December  31,  2003,  we  had cash totaling $226,398.  This cash position is
sufficient  to  sustain the business operations of the Company for approximately
three months.  We expect that we will need additional equity capital in order to
sustain  the  business  operations  of  the  Company  over  the  next 12 months.

Given  the lack of the Company's current cash position, such external sources of
financing  will  be  critical  to the Company's future operations.  Our need for
such  additional  financing depends in part on our future performance, which, in
turn,  is subject to general economic conditions, and business and other factors
beyond  our  control.  There can be no assurance that we would be able to obtain
such  financing,  or  that any financing would result in a level of net proceeds

required.

CONTRACTUAL  OBLIGATIONS  AND  CONTINGENT  LIABILITIES  AND  COMMITMENTS

     The  Company  has  no  significant  contractual  obligations, or contingent
liabilities  and commitments. The Company has no off-balance sheet transactions,
derivatives  or  similar  instruments  and is not a guarantor of any third-party
debt  or  other  financial  obligations.


FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS

     Certain  statements  contained  in  this  Annual  Report  on  Form  10-KSB,
including,  without  limitation,  statements  containing  the  words "believes,"
"anticipates,"  "estimates,"  "intends,"  "expects" and words of similar import,
constitute  forward-looking  statements  within  the  meaning  of  the  Private
Securities  Reform  Act of 1995. Actual results could vary materially from those
expressed  in  those  statements. If any of the following risks actually occurs,
our  business,  financial  condition  or  operating  results could be materially
adversely affected.  The risks set forth below are not the only risks facing us.
Additional  risks  and  uncertainties  not  presently  known  to  us, or that we
currently  see  as  immaterial,  may  also  harm  our  business.

WE  ARE  A  NEW  COMPANY  WITH  UNDER  THREE  YEARS  OF  OPERATING  HISTORY

Our  business  was  incorporated in March 2000, and we have commenced operations
and  introduced  products  and  services,  yielding a total of $1.374 million in
revenues  through  December  31,  2001, $2.422 million for the fiscal year ended
December  31,  2002,  and  $1.375 million for the fiscal year ended December 31,
2003.  Because  we have had only a limited operating history on which to base an
evaluation  of  our  business  and  prospects,  any  investment decision must be
considered  in  light of the risks and uncertainties encountered by companies in
the
                                         12
<PAGE>

early  stages  of  development. Such risks and uncertainties are frequently
more  severe  for those companies operating in new and rapidly evolving markets.

During  March  and April of 2004, we entered into two transactions which changed
the  future  expected  revenue  opportunities. The future revenue opportunity is
focused  on  providing  outsourced  financial  and  business processes for image
management  in  healthcare.  We  have  no  operating history on which to base an
evaluation  of  our  business  and  prospects,  any  investment decision must be
considered  in  light of the risks and uncertainties encountered by companies in
the  early  stages  of  development. Such risks and uncertainties are frequently
more  severe  for those companies operating in new and rapidly evolving markets.

Some  of  the  factors  upon  which our success will depend include (but are not
limited  to)  the  following:

-     The  emergence  of  competitors  in our target market, and the quality and
      development  of  their  products  and  services.
-     The  market's  acceptance  of  our  products  and  services.
      In  order  to address these risks, we must (among other things) be able
 to:
-     Successfully  complete  the  development  of  our  products.
-     Modify  our  products  as  necessary  to  meet  the demands of our market.
-     Attract  and  retain  highly  skilled  employees.
-     Respond  to  competitive  influences.

On  an  ongoing basis, we cannot be certain that we will be able to successfully
address  any  of  these  risks.

WE  FACE SUBSTANTIAL COMPETITION FROM BETTER ESTABLISHED COMPANIES THAT MAY HAVE
SIGNIFICANTLY  GREATER  RESOURCES  WHICH  COULD  LEAD  TO  REDUCED  SALES OF OUR
PRODUCTS.

The  market  for  our  products is competitive and is likely to become even more
competitive  in  the  future.  Increased  competition  could  result  in pricing
pressures,  reduced  sales,  reduced  margins  or the failure of our products to
achieve  or  maintain  market  acceptance,  any  of  which would have a material
adverse  effect  on our business, results of operations and financial condition.
Many  of  our  current  and  potential competitors enjoy substantial competitive
advantages,  such  as:
-     Greater  name  recognition  and  larger  marketing  budgets and resources.
-     Established  marketing  relationships and access to larger customer bases.
-     Substantially  greater  financial,  technical  and  other  resources.
-     Larger  technical  and  support  staffs.
As  a  result,  they  may  be able to respond more quickly than we can to new or
changing  opportunities,  technologies, standards or customer requirements.  For
all of the foregoing reasons, we may not be able to compete successfully against
our  current  and  future  competitors.

                                     13
<PAGE>

THE  COMPANY  HAS  A  HISTORY  OF  LOSSES  AND  MAY NEED ADDITIONAL FINANCING TO
CONTINUE  ITS OPERATIONS, AND SUCH FINANCING MAY NOT BE AVAILABLE UPON FAVORABLE
TERMS,  IF  AT  ALL.

     The  Company  experienced  a  net  operating  loss  of approximately $2.490
million for the fiscal year ended December 31, 2002, and a net operating loss of
approximately $3.405 million for the fiscal year ended December 31, 2003.  There
can  be no assurances that the Company will be able to operate profitably in the
future.  In  the  event  that  the Company is not successful in implementing its
business  plan,  the  Company  will  require  additional  financing  in order to
succeed.  There  can be no assurance that additional financing will be available
now  or  in  the future on terms that are acceptable to the Company. If adequate
funds  are  not  available or are not available on acceptable terms, the Company
may be unable to develop or enhance its products and services, take advantage of
future  opportunities  or  respond  to competitive pressures, all of which could
have a material adverse effect on the Company's business, financial condition or
operating  results.


WE  ARE  DEPENDENT  ON  OUR  MANAGEMENT  TEAM AND THE UNEXPECTED LOSS OF ANY KEY
MEMBER  OF  THIS  TEAM  MAY  PREVENT US FROM IMPLEMENTING OUR BUSINESS PLAN IN A
TIMELY  MANNER  OR  AT  ALL.

     In December 2002, we changed our management team.  We hired many of our key
employees  in  January  of  2003,  including our Chief Executive Officer and our
Chief  Financial  Officer.  Our  future  success  depends  on  the  successful
integration  of  the  members  of this management team and their ability to work
together  effectively.   If  our  management  team  fails  to  work  together
effectively,  our  business  could  be  harmed.

     Our  success  depends  largely upon the continued services of our executive
officers  and  other  key  management  and  development  personnel.  We are also
substantially  dependent  on  the  continued  service of our existing technology
personnel  because of the complexity of our products and technologies.  The loss
of one or more of our key employees could seriously harm our business, financial
condition and results of operations.  We cannot assure you that in such an event
we  would  be able to recruit personnel to replace these individuals in a timely


manner  and  on  acceptable  terms.


IN  ORDER  TO  EXECUTE  OUR GROWTH PLAN WE MUST CONTINUE TO ATTRACT, RETAIN, AND
MOTIVATE  HIGHLY  SKILLED  EMPLOYEES,  AND  WE FACE SIGNIFICANT COMPETITION FROM
OTHER  SOFTWARE  AND  INTERNET  COMPANIES  IN  DOING  SO.

     To  execute  our  growth  plan  we must attract and retain highly qualified
personnel.  We  need  to  hire additional personnel in virtually all operational
areas,  including  sales,  marketing, operations and technical support, customer
service  and  administration.  Competition  for  these personnel is intense.  We
cannot  assure  you  that  we  will  be  successful  in attracting and retaining
qualified  personnel.  We have from time to time in the past experienced, and we
expect  to  continue  to  experience  in  the  future,  difficulty in hiring and
retaining highly skilled employees with appropriate qualifications.  Many of the
companies  we  compete  against for experienced personnel have greater resources
than us.  If we fail to attract new personnel or retain and motivate our current
personnel,  our  business  and future growth prospects could be severely harmed.

                                      14
<PAGE>

THE  MARKET  MAY  NOT ACCEPT OUR PRODUCTS/SERVICES AND OUR PRODUCTS/SERVICES MAY
NOT  ADDRESS  THE  MARKET'S  REQUIREMENTS.

     Our  products/services  are  targeted to the healthcare market, a market in
which  there  are many competing service providers.  Accordingly, the demand for
our  products  and  services is very uncertain.    The market may not accept our
products/services.  Even if our products/services achieve market acceptance, our
products/services  may  fail  to  address  the market's requirements adequately.

IF  WE FAIL TO PROVIDE SERVICES, OUR REVENUES AND PROFITABILITY WOULD BE HARMED.

     Our services are integral to the successful deployment of our solutions. If
our  services  organization  does  not  effectively  implement  and  support our
customers,  our  revenues  and  operating  results  would  be  harmed.

IF  WE FAIL TO PROVIDE SERVICES, OUR REVENUES AND PROFITABILITY WOULD BE HARMED.

     Our services are integral to the successful deployment of our solutions. If
our  services  organization  does  not  effectively  implement  and  support our
customers,  our  revenues  and  operating  results  would  be  harmed.


WE  NEED ADDITIONAL FINANCING TO MAINTAIN AND EXPAND OUR BUSINESS, FINANCING MAY
NOT  BE  AVAILABLE  ON  FAVORABLE  TERMS,  IF  AT  ALL.

     We will need additional funds to expand or meet all of our operating needs.
We  cannot  be  certain that it will be available on favorable terms, if at all.
Further,  if we issue equity securities, stockholders will experience additional
dilution and the equity securities may have seniority over our common stock.  If
we  need funds and cannot raise them on acceptable terms, we may not be able to:
-     Develop  or  enhance  our  products/services.
-     Take  advantage  of  future  opportunities.
-     Respond  to  customers  and  competition.


WE  MUST  MANAGE  GROWTH  TO  ACHIEVE  PROFITABILITY.

     To  be  successful,  we  will  need  to  implement  additional  management
information  systems,  develop  further our operating, administrative, financial
and  accounting  systems  and controls and maintain close coordination among our
executive,  accounting,  finance, marketing, sales and operations organizations.
Any  failure  to  manage  growth effectively could materially harm our business.

SHAREHOLDERS  WILL EXPERIENCE DILUTION AS A RESULT OF THE COMPANY'S STOCK OPTION
PLANS.

     The  Company  has  granted  stock  options to its employees and anticipates
granting  additional  stock  options  to  its  employees  in  order  to  remain
competitive  with  the market demand for such qualified employees.  As a result,
investors  could  experience  dilution.

                                        15
<PAGE>

IT  MAY  BE  DIFFICULT FOR A THIRD PARTY TO ACQUIRE US EVEN IF DOING SO WOULD BE
BENEFICIAL  TO  OUR  SHAREHOLDERS.
     Some  provisions  of our Articles of Incorporation, as amended, and Bylaws,
as well as some provisions of Nevada or California law, may discourage, delay or
prevent third parties from acquiring us, even if doing so would be beneficial to
our  shareholders.

WE  DO  NOT  INTEND  TO  PAY  DIVIDENDS.

     We  have never declared or paid any cash dividends on our common stock.  We
currently intend to retain any future earnings to fund growth and, therefore, do
not  expect  to  pay  any  dividends  in  the  foreseeable  future.

FUTURE SALES OF RESTRICTED SHARES COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON
STOCK  AND  LIMIT  OUR  ABILITY  TO  COMPLETE  ADDITIONAL  FINANCING.

     Although  our  shares  are currently trading on the OTC Bulletin Board, the
volume  of  trading  of  our common stock and the number of shares in the public
float  are  small.  Sales  of a substantial number of shares of our common stock
into  the  public  market  in  the  future could materially adversely affect the
prevailing  market  price  for  our  common  stock.  In  connection  with  our
acquisition  of  our  Delaware  subsidiary, we issued 6,872,314 shares of common
stock,  all  of  which  became  eligible  for resale pursuant to Rule 144 of the
Securities  Act  in  early 2003.  Such a large "over-hang" of stock eligible for
sale  in the public market, including shares of common stock offered pursuant to
this Memorandum which may become eligible for resale in the future, may have the
effect  of  depressing  the  price of our common stock, and make it difficult or
impossible  for  us  to  obtain  additional  debt  or  equity  financing.

OUR  STOCK  PRICE  HAS FLUCTUATED AND COULD CONTINUE TO FLUCTUATE SIGNIFICANTLY.

     The  market  price for our common stock has been, and is likely to continue
to be, volatile. The following factors may cause significant fluctuations in the
market  price  of  our  ordinary  shares:

-     Fluctuations  in  our  quarterly  revenues  and  earnings  or those of our
      competitors.
-     Shortfalls  in  our  operating  results compared to levels expected by the
      investment  community.
-     Announcements  concerning  our  competitors  or  us.
-     Announcements  of  technological  innovations.
-     Sale  of  shares  or  short-selling efforts by traders or other investors.
-     Market  conditions  in  the  industry.
-     The  conditions  of  the  securities  markets.

     The  factors  discussed  above may depress or cause volatility of our share
price,  regardless  of  our  actual  operating  results.

ITEM  7.     CONSOLIDATED  FINANCIAL  STATEMENTS

See  the  consolidated  financial statements attached to and made a part of this
report.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE.

     Not  applicable.

                                        16
<PAGE>

ITEM  8A     CONTROLS  AND  PROCEDURES

     Disclosure  controls  are procedures that are designed with an objective of
ensuring  that  information  required  to  be disclosed in PeopleViews' periodic
reports  filed  with  the  SEC,  such  as  this Annual Report on Form 10-KSB, is
recorded,  processed,  summarized and reported within the time periods specified
by  the SEC. Disclosure controls are also designed with an objective of ensuring
that  such  information  is  accumulated  and  communicated  to  PeopleViews'
management,  including  the  CEO and CFO, in order to allow timely consideration
regarding  required  disclosures.

     The  evaluation  of  PeopleViews'  disclosure  controls  by the CEO and CFO
included  a  review of the controls' objectives and design, the operation of the
controls,  and  the  effect of the controls on the information presented in this
Annual  Report.  PeopleViews'  management,  including  the CEO and CFO, does not
expect that disclosure controls can or will prevent or detect all errors and all
fraud,  if  any. A control system, no matter how well designed and operated, can
provide  only  reasonable,  not  absolute,  assurance that the objectives of the
control  system  are  met. Also, projections of any evaluation of the disclosure
controls  and  procedures  to  future  periods  are subject to the risk that the
disclosure  controls  and procedures may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

     Based  on their review and evaluation as of the date of this statement, and
subject  to  the inherent limitations all as described above, PeopleViews' Chief
Executive  Officer  and Chief Financial Officer have concluded that PeopleViews'
disclosure  controls and procedures (as defined in Rules 13a-14 and 15d-14 under
the  Securities  Exchange  Act of 1934) are effective. They are not aware of any
significant changes in PeopleViews' disclosure controls or in other factors that
could  significantly  affect  these  controls  subsequent  to  the date of their
evaluation,  including  any  corrective  actions  with  regard  to  significant
deficiencies  and  material  weaknesses.

                                    PART III

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

     The information to be set forth under the captions "Executive Officers" and
"Proposal  No.  1: Election of Directors" in the Company's Proxy Statement to be
filed  in  April  2004 for the Annual Meeting of Stockholders to be held in 2004
(the  "Proxy  Statement"),  is  incorporated  herein  by  reference.

The  Company  has  adopted  a  code  of  ethics, which applies to all members of
management.  A  copy  is  attached  as  an  exhibit.

ITEM  10.     EXECUTIVE  COMPENSATION

     The  information  to be set forth under the caption "Executive Compensation
and  Related  Information"  in  the  Proxy  Statement  is incorporated herein by
reference.

ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDERS.

     The  information  to  be set forth under the caption "Security ownership of
certain  beneficial owners and management and related stockholders" in the Proxy
Statement  is  incorporated  herein  by  reference.


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

                                     17
<PAGE>

     The  information  to  be  set  forth  under  the caption "Transactions with
Related  Parties"  in  the  Proxy Statement is incorporated herein by reference.

ITEM  13.          EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Exhibits.

14.1      Code  of  Ethics

31.1     Certification  of  CEO pursuant to Securities Exchange Act rules 13a-15
and  15d-15(c)  as  adopted pursuant to section 302 of the Sarbanes-Oxley act of
2002.

31.2     Certification  of  CFO pursuant to Securities Exchange Act rules 13a-15
and  15d-15(c)  as  adopted pursuant to section 302 of the Sarbanes-Oxley act of
2002.

32.1 Certification  of  CEO and CFO  pursuant  to 18 U.S.C. section 1350, as
Adopted pursuant  to  section  906  of  the  Sarbanes-Oxley  act  of  2002.


Reports  on  Form  8-K.

A report on Form 8-K was filed on April 4, 2004 pursuant to the transaction with
Workstream.

ITEM  14.          PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

     The  information  to  be  set  forth under the caption "Accounting Fees and
Services"  in  the  Proxy  Statement  is  incorporated  herein  by  reference.

SIGNATURES

     In  accordance with section 13 or 15(d) with the Securities Exchange Act of
1934,  the Company has duly caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  on  the  14th  day  of  April  2004.

                    PEOPLEVIEW,  INC.

                    By:     /s/  Joseph  Flynn
                            ------------------
                    Joseph  Flynn
                    Chief  Executive  Officer
                    Principal  Executive  Officer

                    By:     /s/  James  P.  Stapleton
                            -------------------------
                    James  P.  Stapleton
                    Chief  Financial  Officer
                    Principal  Financial  Officer

     In  accordance  with the Exchange Act, this report has been signed below by
the  following persons on behalf of the Company and in the capacities and on the
dates  indicated.

     SIGNATURE              TITLE                                   DATE
     ---------              -----                                   ----


/s/  Joseph  Flynn
------------------
Joseph Flynn               Chief Executive Officer (Principal      April 14,
 2004
                           Executive  Officer)  and  Director


/s/  James P. Stapleton    Chief Financial Officer                 April 14,
 2004
-----------------------    (Principal  Financial  and
James P. Stapleton         Accounting  Officer)



/s/  Michael  Vanderhoof   Director                              April  14,
  2004
------------------------
Michael  Vanderhoof



/s/s  Ray  Gerrity          Director                              April  14,
  2004
------------------
Ray  Gerrity



/s/  Robert  Miller         Director                              April  14,
  2004
-------------------
Robert  Miller




/s/  Joe  DiDonato          Director                              April  14,
  2004
------------------
Joe  DiDonato
                                      19
<PAGE>


                       PEOPLEVIEW,  INC.  AND  SUBSIDIARY
                       CONSOLIDATED  FINANCIAL  STATEMENTS
                    YEARS  ENDED  DECEMBER  31,  2003  AND  2002

                      WITH  INDEPENDENT  AUDITORS'  REPORT


<TABLE>
<CAPTION>

                          CONTENTS

  Page
-------------------------------------------------
<S>                                                <C>
INDEPENDENT AUDITORS' REPORT. . . . . . . . . . .  F-1

FINANCIAL STATEMENTS:
  Consolidated Balance Sheet. . . . . . . . . . .  F-2
  Consolidated Statements of Operations . . . . .  F-3
  Consolidated Statements of Stockholders' Equity  F-4
  Consolidated Statements of Cash Flows . . . . .  F-5-F-6
  Notes to Consolidated Financial Statements. . .  F-7-F-24
</TABLE>





<PAGE>

                  REPORT OF INDEPENDENT ACCOUNTANTS







Audit  Committee  and  Board  of  Directors
PeopleView,  Inc.  and  Subsidiary
San  Juan  Capistrano,  California


We  have audited the accompanying consolidated balance sheet of PeopleView, Inc.
and  Subsidiary as of December 31, 2003, and the related consolidated statements
of  operations,  stockholders'  equity  (deficit),  and cash flows for the years
ended  December  31, 2003 and 2002.  These consolidated financial statements are
the  responsibility  of  the  Company's  management.  Our  responsibility  is to
express an opinion on the consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of PeopleView, Inc. and
Subsidiary  as  of  December 31, 2003, and the results of its operations and its
cash  flows  for the years ended December 31, 20033 and 2002, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 1 to
the  accompanying  consolidated financial statements, the Company has reported a
net  loss  of  $3,405,020  for  the  year  ended  December  31, 2003, and has an
accumulated  deficit  of  $9,868,461  at  December  31, 2003.  The Company has a
working capital deficit of $146,196 as of December 31, 2003.  Management's plans
concerning  these  matters  are discussed in Note 1.  The consolidated financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.


/s/Stonefield  Josephson,  Inc.

CERTIFIED  PUBLIC  ACCOUNTANTS

Irvine,  California
March  15,  2004


<PAGE>


                                       F-1

                         PEOPLEVIEW, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>


                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2003


ASSETS
<S>                                                       <C>
CURRENT ASSETS:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . .  $   226,398
  Accounts receivable, net . . . . . . . . . . . . . . .      111,426
  Prepaid and other current assets . . . . . . . . . . .       48,394
                                                          -----------
    Total current assets . . . . . . . . . . . . . . . .      386,218

PROPERTY AND EQUIPMENT, net. . . . . . . . . . . . . . .       51,907
GOODWILL, net of accumulated amortization of $35,827 . .       66,534
DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . .       17,422
                                                          -----------

                                                          $   522,081
                                                          ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Line of credit and note payable, related party . . . .  $    61,983
  Current portion of long-term debt. . . . . . . . . . .       19,123
  Accounts payable and accrued expenses. . . . . . . . .      451,308
                                                          -----------
    Total current liabilities. . . . . . . . . . . . . .      532,414

COMMITMENTS AND CONTINGENCIES. . . . . . . . . . . . . .            -

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, par value at $0.001, 100,000,000 shares
    authorized, 25,036,746 shares issued and outstanding       25,037
  Additional paid-in capital . . . . . . . . . . . . . .    9,833,091
  Accumulated deficit. . . . . . . . . . . . . . . . . .   (9,868,461)
                                                          -----------
          Total stockholders' deficit. . . . . . . . . .      (10,333)
                                                          -----------

                                                          $   522,081
                                                          ===========
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.

                                       F-2
<PAGE>

                         PEOPLEVIEW, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>


                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                DECEMBER 31,
                                         -------------------------

                                             2003          2002
                                         -------------------------
<S>                                      <C>           <C>
NET REVENUES. . . . . . . . . . . . . .  $ 1,374,941   $ 2,421,865

COST OF REVENUES. . . . . . . . . . . .      778,720       966,180
                                         -----------   -----------

GROSS PROFIT. . . . . . . . . . . . . .      596,221     1,455,685

OPERATING EXPENSES:
  Sales and marketing . . . . . . . . .    1,515,116     1,174,892
  Research and development. . . . . . .      659,910       396,077
  General and administrative expenses .    1,241,562     1,597,668
  Loss on impairment of assets. . . . .      101,720             -
                                         -----------   -----------

    Total operating expenses. . . . . .    3,518,308     3,168,637
                                         -----------   -----------

LOSS FROM OPERATIONS. . . . . . . . . .   (2,922,087)   (1,712,952)
                                         -----------   -----------
OTHER INCOME (EXPENSE):
  Interest expense. . . . . . . . . . .      (16,088)      (85,706)
  Interest income . . . . . . . . . . .        3,772           652
  Other Income. . . . . . . . . . . . .        2,325             -
  Repricing of private placement. . . .      (30,000)     (690,122)
  Loss on disposal of fixed assets. . .     (442,142)       (1,362)
                                         -----------   -----------
    Total other income (expense). . . .     (482,133)     (776,538)
                                         -----------   -----------
LOSS BEFORE PROVISION FOR INCOME TAXES.   (3,404,220)   (2,489,490)

INCOME TAXES. . . . . . . . . . . . . .          800           800
                                         -----------   -----------
NET LOSS. . . . . . . . . . . . . . . .  $(3,405,020)  $(2,490,290)
                                         ===========   ===========
NET LOSS PER SHARE - BASIC AND DILUTED.  $     (0.17)  $     (0.27)
                                         ===========   ===========
NUMBER OF WEIGHTED AVERAGE SHARES -
  BASIC AND DILUTED . . . . . . . . . .   19,764,712     9,068,153
                                         ===========   ===========
</TABLE>

                                      F-3

    The accompanying notes are an integral part of these consolidated financial
                                   statements.
<PAGE>


                         PEOPLEVIEW, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>


                                              Additional                    Stock          Total
                             Common stock       Paid-in    Accumulated   Subscription   stockholders'
                           Shares    Amount     capital      deficit      Receivable   equity(deficit)
                          ----------------------------------------------------------------------------
<S>                      <C>         <C>      <C>          <C>           <C>           <C>
Balance at December
 31, 2001 . . . . . . .   6,872,314    6,872   5,265,895    (3,973,151)      (54,950)        1,244,666
Shares issued in
 connection with
 reverse merger with
CDC, January 9, 2002
 (see Note 1) . . . . .   1,100,000    1,100      (1,100)            -             -                 -
Shares issued in
 private placement,
net of offering costs
of $187,795 . . . . . .     920,163      920     731,448             -             -           732,368
Receipt of Stock
 Subscription . . . . .           -        -           -             -        54,950            54,950
Conversion of debt
 to equity. . . . . . .   1,708,124    1,708     425,323             -             -           427,031
Expenses related to
 repricing of stock
sold in private
placement . . . . . . .   2,760,489    2,761     687,361             -             -           690,122
Fair value of warrants
 issued in relation to
 private placement. . .           -        -      51,271             -             -            51,271
Fair value of warrants
 issued for services. .           -        -       8,461             -             -             8,461
Shares issued for
 payables . . . . . . .     533,864      534     132,932             -             -           133,466
Net loss. . . . . . . .           -        -           -    (2,490,290)            -        (2,490,290)
                         ----------  -------  ----------  ------------  ------------  ----------------
Balance at December
 31, 2002 . . . . . . .  13,894,954   13,895   7,301,591    (6,463,441)            -           852,045
Shares issued in
 private placement,
net of offering costs
 of $546,764. . . . . .  11,021,792   11,022   2,497,389             -             -         2,508,411
Expenses related to
 repricing of stock
sold in private
 placement. . . . . . .     120,000      120      29,880             -             -            30,000
Fair value of
warrants issued in
relation to private
placement . . . . . . .           -        -       4,231             -             -             4,231
Net loss. . . . . . . .           -        -           -    (3,405,020)            -        (3,405,020)
                         ----------  -------  ----------  ------------   -----------   ---------------
Balance at December
31, 2003. . . . . . . .  25,036,746  $25,037  $9,833,091   $(9,868,461)  $         -   $       (10,333)
                         ==========  =======  ==========   ============  ===========   ================

</TABLE>

                                             F-4

    The accompanying notes are an integral part of these consolidated financial
                                   statements.
<PAGE>
                                PEOPLEVIEW, INC. AND SUBSIDIARY
                                ===============================
                                    CONSOLIDATED STATEMENTS
                                        OF  CASH  FLOWS
<TABLE>
<CAPTION>


                                                           DECEMBER 31,

                                                         2003          2002
                                                     -------------------------
CASH FLOWS USED FOR OPERATING
<S>                                                  <C>           <C>
  Net loss. . . . . . . . . . . . . . . . . . . . .  $(3,405,020)  $(2,490,290)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
  USED FOR OPERATING ACTIVITIES:
  Depreciation and amortization . . . . . . . . . .      155,579       239,940
  Bad debt expense. . . . . . . . . . . . . . . . .            -        99,400
  Loss (gain) on disposal of property and equipment      442,142        (1,362)
  Interest expense. . . . . . . . . . . . . . . . .       11,313        79,224
  Expense related to warrants issued. . . . . . . .            -         8,461
  Management fee for Line of Credit . . . . . . . .            -        12,000
  Expense related to repricing of stock in private
      placement . . . . . . . . . . . . . . . . . .       30,000       690,122
  Impairment of assets. . . . . . . . . . . . . . .      101,720             -
CHANGES IN ASSETS AND LIABILITIES:
  (INCREASE) DECREASE IN ASSETS
    Accounts receivable . . . . . . . . . . . . . .      248,255        44,285
    Prepaid and other current assets. . . . . . . .        9,968       (37,010)
    Other assets. . . . . . . . . . . . . . . . . .       13,637       (39,863)
  INCREASE (DECREASE) IN LIABILITIES
    Accounts payable and accrued expenses . . . . .     (118,048)      154,397
    Deferred revenues . . . . . . . . . . . . . . .      (52,690)       13,111
                                                     ------------  ------------
    Net cash used for operating activities. . . . .   (2,563,144)   (1,227,585)
                                                     ------------  ------------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
  Purchases of property and equipment . . . . . . .      (25,499)      (24,177)
  Proceeds from sale of property and equipment. . .          600         4,807
                                                     ------------  ------------
    Net cash used for investing activities. . . . .      (24,899)      (19,370)
                                                     ------------  ------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Principal proceeds from line of credit agreement.            -       250,000
  Proceeds from notes payable . . . . . . . . . . .            -             -
  Payments on notes payable . . . . . . . . . . . .      (14,334)      (19,328)
  Gross proceeds from issuance of common stock. . .    2,508,411       920,165
  Collection of stock subscription receivable . . .            -        54,950
                                                     -----------  ------------
    Net cash provided by financing activities . . .    2,494,077     1,205,787
                                                     -----------  ------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS . . . .      (93,966)      (41,168)
CASH, beginning of year . . . . . . . . . . . . . .      320,364       361,532
                                                     ------------  ------------
CASH, end of year . . . . . . . . . . . . . . . . .  $   226,398   $   320,364
                                                     ============  ============
</TABLE>

                                      F-5

    The accompanying notes are an integral part of these consolidated financial
                                   statements

<PAGE>

                         PEOPLEVIEW, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>


                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


                                                                DECEMBER 31,
                                                             2003         2002
                                                         ----------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

<S>                                                      <C>            <C>
  Interest paid . . . . . . . . . . . . . . . . . . . .  $       1,133  $  3,443
                                                         =============  ========
  Income tax paid . . . . . . . . . . . . . . . . . . .  $         800  $    800
                                                         =============  ========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Receivable issued for sale of equipment . . . . . . .  $      12,971  $      -
                                                         =============  ========

  Issuance of shares of common stock in lieu of accrued
    expenses to vendors . . . . . . . . . . . . . . . .  $           -  $133,466
                                                         =============  ========

  Conversion of Debt to Equity. . . . . . . . . . . . .  $           -  $427,031
                                                         =============  ========

  Expenses incurred and not paid, related to private
       placement of stock . . . . . . . . . . . . . . .  $           -  $136,526
                                                         =============  ========
  Warrants issued for expenses of private placement . .  $           -  $ 51,271
                                                         =============  ========
  Note payable incurred for acquisition of equipment. .  $           -  $  3,751
                                                         =============  ========

</TABLE>


                                     F-6

    The accompanying notes are an integral part of these consolidated financial
                                   statements.
<PAGE>
                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002

(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

     BUSINESS  ACTIVITY:

PeopleView,  Inc.,  a  Nevada corporation (the "Company" or "PeopleView") is the
parent  corporation of: e-Perception Technologies, Inc., a Delaware corporation,
which developed, marketed and supported web services for real-time human capital
management.  PPVW  Acquisition Company, a California corporation, established to
acquire  entities.

PeopleView,  Inc.,  was  incorporated in the State of Nevada on August 29, 1995.
From  its  incorporation  in  August 1995 until January 2002, the Company had no
significant  operations.

On  January  9,  2002,  e-Perception Technologies, Inc. completed a tender offer
with  Corporate  Development  Centers,  Inc.,  a Nevada corporation ("CDC") that
traded  its  common stock on the Over-the-Counter Bulletin Board.  In connection
with  the  tender  offer, the stockholders of e-Perception Technologies received
one  (1)  share  of  CDC  common  stock for each four (4) shares of e-Perception
Technologies  common  stock  they owned prior to the tender offer.  As a result,
e-Perception  Technologies  became  a  wholly  owned  subsidiary  of CDC and CDC
changed  its  name to e-Perception, Inc.  The transaction was accounted for as a
reverse merger as the stockholders of e-Perception Technologies, Inc. became the
controlling  stockholders  of  the  entity  after  the  exchange  of  shares.
Accordingly e-Perception Technologies was treated as the acquirer for accounting
purposes.    In  2003  the  Company  changed  its name to PeopleView.  The stock
currently  trades  on  the  OTC  Bulletin  Board  under  the  symbol, "PPVW.OB".

PeopleView  develops,  markets  and  supports web based assessment and reporting
tools  and  provides  consulting  services that enable companies to manage their
Human  Capital  Management  (HCM) needs in real-time.  Companies ranging in size
from  50 person firms to Fortune 500 companies implement the Company's solutions
in  order  to  have deep insight into their human capital assets.  The Company's
mission  is  to  help  corporations  improve their financial results by aligning
corporate  strategy  with  employee  perception,  productivity, and performance.

All  intercompany  transactions  have  been  eliminated  upon  consolidation.

BASIS  OF  PRESENTATION:

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles generally accepted in the United States of America, which
contemplate  continuation  of  the  Company  as  a  going concern.  However, the
Company  has  reported  a net loss of $3,405,020 for the year ended December 31,
2003,  and  has  an accumulated deficit of $9,868,461 at December 31, 2003.  The
Company  has  a  working  capital  deficit  of $146,196 as of December 31, 2003.

                                        F-7

<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

     BASIS  OF  PRESENTATION,  CONTINUED:

Management  has taken or plans to take the following steps that it believes will
be  sufficient to provide the Company with the ability to continue in existence:

-     Sold  the  HCM  Tools  product  offering.
-     Acquired  The  Mayo  Group.
-     Raise  funds  through  the  sale  of  its  stock  in  private  placements.

The accompanying financial statements do not include any adjustments relative to
the  recoverability  and classification of assets carrying amounts or the amount
and  classification  of  liabilities  that might result from the outcome of this
uncertainty.

USE  OF  ESTIMATES:

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure 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 could differ from those estimates.

REVENUE  RECOGNITION:

The  Company recognizes revenues when earned in the period in which the projects
are  completed  and  electronically  delivered  to the customers.  The Company's
revenue  recognition  policies  are in compliance with all applicable accounting
regulations,  including  American  Institute  of  Certified  Public  Accountants
("AICPA")  Statement  of Position ("SOP") 97-2, Software Revenue Recognition, as
amended  by SOP 98-4 and SOP 98-9.  Any revenues from software arrangements with
multiple  elements are allocated to each element of the arrangement based on the
relative  fair  values using specific objective evidence as defined in the SOPs.
If  no  such  objective  evidence  exists,  revenues  from  the arrangements are
deferred  and  not  recognized  until  the  entire  arrangement is completed and
accepted  by  the  customer.  Once the amount of the revenue for each element is
determined,  the  Company  recognizes  revenues as each element is completed and
accepted  by  the  customer.

Service  and  license  fees  are  deferred  and  recognized over the life of the
agreement.

CASH  AND  CASH  EQUIVALENTS:

For purposes of the statement of cash flows, cash equivalents include all highly
liquid  debt  instruments with original maturities of three months or less which
are not securing any corporate obligations.  The Company had no cash equivalents
at  December  31,  2003.

The  Company  maintains its cash in bank deposits accounts, which, at times, may
exceed  federally  insured  limits.  At  December  31,  2003,  the  Company  had
approximately  $26,000  in  excess  of FDIC insured limits.  The Company has not
experienced  any  losses  in  such  accounts.

                                     F-8

<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

ACCOUNTS  RECEIVABLE:

The  Company  provides an allowance for doubtful accounts equal to the estimated
uncollectible amounts.  The Company's estimate is based on historical collection
experience  and a review of the current status of trade accounts receivable.  It
is reasonably possible that the Company's estimate of the allowance for doubtful
accounts will change.  Accounts receivable are presented net of an allowance for
doubtful  accounts  of  $25,000  at  December  31,  2003.

PROPERTY  AND  EQUIPMENT:

Property  and  equipment  are valued at cost.  Depreciation and amortization are
provided  over  the  estimated  useful  lives  of three to seven years using the
straight-line  method.  Leasehold  improvements are amortized on a straight-line
basis over the economic lives.  Expenditures that materially increase an asset's
life  are  capitalized  while  ordinary  repairs  and maintenance are charged to
operations  as  incurred.

INTANGIBLE  ASSETS:

The  Company has adopted Statement of Financial Accounting Standard ("SFAS") No.
142  (SFAS 142), "Goodwill and Other Intangibles."  Under this pronouncement, if
an asset has a definite life, then the guidelines under SFAS 144 "Accounting for
the  Impairment  or  Disposal  of  Long-Lived  Assets"  apply.  The  capitalized
software  is  stated at cost and has a definite life of 2-3 years.  Amortization
is  calculated  using  the  straight-line method over the estimated useful life.
Software  is  periodically  analyzed  for  impairment  of the carrying amount as
compared  to  the fair value of the assets under the guidelines of SFAS No. 142.
In  order to measure any impairment, the Company evaluates whether there are any
events  or  circumstances that have occurred that may affect the carrying amount
of  the  intangible.  At  December 31, 2003, Management believes such triggering
events  have  occurred.  See Note 4 for discussion.  When a triggering event has
occurred,  the  Company  would estimate the future cash flows expected to result
from  the  use of the asset and its eventual disposition.  The future cash flows
that  would  be used are the future cash inflows expected to be generated by the
asset  less  the  future  cash outflows expected to be necessary to obtain those
inflows.  When  the  sum  of  the  expected  future cash flows (undiscounted and
without  interest  charges)  is  less  than the carrying amount of the asset, an
impairment  loss  would  be  recognized.

                                      F-9
<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:
INTANGIBLE  ASSETS,  CONTINUED:

Under  SFAS  142,  if  an  asset  has an indefinite life, the guidelines of this
pronouncement apply.  Accordingly the Company has ceased amortizing goodwill and
licenses,  due  to  their  having an indefinite life.  The remaining useful life
will be reviewed each reporting period for changes.  Licenses are stated at cost
and  are periodically analyzed for impairment of the carrying amount as compared
to  the  fair  value  of  the  assets.  In  order to measure any impairment, the
Company  evaluated  whether  there  were  any  events or circumstances that have
occurred that may affect the carrying amount of the intangible.  At December 31,
2003,  management believes that such triggering events have occurred. See Note 4
for  discussion.  When  management  determines  that  a  triggering  event  has

occurred,  the  Company  would  first  determine  the  fair  market value of the
reporting  unit.  If  the  value  of  the  asset  exceeds  the fair value of the
reporting unit, then the Company would estimate the undiscounted cash flows from
continuing  to  use  the  asset  and  compare that amount to the assets carrying
amount.  If the carrying amount of the asset is greater than the expected future
cash  flows  then an impairment loss would be recognized.  Goodwill is no longer
amortized  but  is  tested  annually  for  any  indication  of  impairment.  In
accordance  with  SFAS  142,  the  Company  has  applied  the  annual first tier
impairment  test,  which  did  not  result  in  any  indication of impairment at
December  31,  2003.

LONG-LIVED  ASSETS:

In  accordance with SFAS Nos. 142 and 144, long-lived assets to be held and used
are analyzed for impairment whenever events or changes in circumstances indicate
that  the  carrying  amount  of  an  asset may not be recoverable.  SFAS No. 142
relates  to  assets  with  an indefinite life whereas SFAS 144 relates to assets
that  can be amortized and the life determinable.  The Company evaluates at each
balance  sheet date whether events and circumstances have occurred that indicate
possible  impairment.  If  there are indications of impairment, the Company uses
future  undiscounted  cash flows of the related asset or asset grouping over the
remaining  life  in  measuring whether the assets are recoverable.  In the event
such  cash flows are not expected to be sufficient to recover the recorded asset
values,  the  assets are written down to their estimated fair value.  Long-lived
assets  to  be  disposed of are reported at the lower of carrying amount or fair
value  of  asset  less  the  cost  to  sell.

ADVERTISING:

The  Company  expenses  advertising  costs  when  incurred.  Advertising expense
totaled $51,662 and $46,122, respectively, for the years ended December 31, 2003
and  2002.

RESEARCH  AND  DEVELOPMENT:

Research,  development, and engineering costs are expensed in the year incurred.
These  costs  were  $659,910  and  $396,077,  respectively,  for the years ended
December  31,  2003  and  2002.

                                    F-10
<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:
INCOME  TAXES:
Deferred  tax  assets  and  liabilities  are  recognized  for  the  future  tax
consequences  attributable  to  differences  between  the  financial  reporting
requirements  and those imposed under federal and state law.  Deferred taxes are
provided  for  timing differences in the recognition of revenue and expenses for
income  tax  and financial reporting purposes and are measured using enacted tax
rates  expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  Deferred income tax expense represents
the  change  during  the period in the deferred tax assets and liabilities.  The
components  of  the  deferred  tax  assets  and  liabilities  are  individually
classified  as  current  and  non-current  based  on  their  characteristics.
Realization  of  the  deferred  tax  asset is dependent on generating sufficient
taxable  income in future years.  Deferred tax assets are reduced by a valuation
allowance  when,  in  the opinion of management, it is more likely than not that
some  portion  or  all  of  the  deferred  tax  assets  will  not  be  realized.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:

The  carrying  amount  of  the  Company's  cash  and  cash equivalents, accounts
receivable, notes payable, accounts payable, and accrued expenses, none of which
is  held  for  trading,  approximates  their  estimated  fair  values due to the
short-term  maturities  of  those  financial  instruments.

COMPREHENSIVE  INCOME:

SFAS  No.  130,  "Reporting Comprehensive Income," establishes standards for the
reporting  and  display  of  comprehensive  income  and  its  components  in the
financial  statements.  As  of  December 31, 2003, the Company has no items that
represent  other  comprehensive  income  and,  therefore,  has  not  included  a
Statement  of  Comprehensive  Income  in  the  financial  statements.

STOCK-BASED  COMPENSATION:

The  Company  accounts  for employee stock options in accordance with Accounting
Principles  Board  Opinion  No.  25  ("APB 25"), "Accounting for Stock Issued to
Employees."  Under  APB  25, the Company does not recognize compensation expense
related  to  options  issued  under  the Company's employee stock options plans,
unless the option is granted at a price below market price on the date of grant.

For non-employees stock based compensation, the Company recognizes an expense in
accordance  with SFAS No. 123 and values the equity securities based on the fair
value  of  the security on the date of grant.  For stock-based awards, the value
is based on the market value for the stock on the date of grant and if the stock
has  restrictions  as  to  transferability,  a  discount is provided for lack of
tradability.  Stock  option  awards  are  valued  using  the  Black-Scholes
option-pricing  model.

                                      F-11
<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:
     STOCK-BASED  COMPENSATION,  CONTINUED:

The  Company  has  elected  to  follow  APB Opinion No. 25 (Accounting for Stock
Issued to Employees) in accounting for its employee stock options.  Accordingly,
no  compensation  expense  is  recognized  in the Company's financial statements
because  the  exercise  price of the Company's employee stock options equals the
market  price  of  the  Company's  common  stock on the date of grant.  If under
Financial  Accounting  Standards  Board  Statement  No.  123  (Accounting  for
Stock-Based Compensation) the Company determined compensation costs based on the
fair  value at the grant date for its stock options, net loss and loss per share
would  have  been  increased  to  the  following  pro  forma  amounts:
<TABLE>
<CAPTION>




                                      2003         2002
                                   -----------  -----------
<S>                                <C>          <C>
Net loss:
  As reported . . . . . . . . . .  $ 3,385,020  $ 2,490,290
  Compensation expense. . . . . .      414,335      384,971
                                   -----------  -----------
  Pro forma . . . . . . . . . . .  $ 3,799,355  $ 2,875,261
                                   ===========  ===========

Basic and diluted loss per share:
  As reported . . . . . . . . . .  $    (.17 )  $    (.31 )
  Pro forma . . . . . . . . . . .  $    (.19 )  $    (.36 )
</TABLE>



The  weighted  average estimated fair value of stock options granted during 2003
and  2002  was  $0.25  and  $.70  per  share,  respectively.  These amounts were
determined  using  the  Black-Scholes option-pricing model, which values options
based on the stock price at the grant date, the expected life of the option, the
estimated  volatility  of  the  stock,  the  expected dividend payments, and the
risk-free  interest  rate over the expected life of the option.  The assumptions
used  in  the  Black-Scholes  model were as follows for stock options granted in
2003  and  2002:
<TABLE>
<CAPTION>



                                      2003        2002
                                     -------  ------------
<S>                                  <C>      <C>
Risk-free interest rate . . . . . .    1.25%  1.5 to 2.48%
Expected volatility of common stock  234.53%       149.61%
Dividend yield. . . . . . . . . . .       0%            0%
Expected life of options. . . . . .  1 year       1 Years
</TABLE>

The  Black-Scholes  option valuation model was developed for estimating the fair
value  of  traded  options  that  have  no  vesting  restrictions  and are fully
transferable.  Because  option  valuation  models  require the use of subjective
assumptions,  changes  in these assumptions can materially affect the fair value
of the options.  The Company's options do not have the characteristics of traded
options;  therefore,  the  option  valuation models do not necessarily provide a
reliable  measure  of  the  fair  value  of  its  options.


                                      F-12

<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002

(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:
     BASIC  AND  DILUTED  LOSS  PER  SHARE:

In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per common
share  is  computed by dividing net loss available to common stockholders by the
weighted  average  number of common shares outstanding.  Diluted loss per common
share  is  computed  similarly  to  basic loss per common share, except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if  the  additional  common shares were anti-dilutive.  At December 31, 2003 and
2002,  the  Company  had approximately 1,854,408 and 1,000,729, respectively, of
common  stock  equivalents,  not included in the computation of diluted earnings
per  share  as  their  effect  would  be  anti-dilutive.

SEGMENT  REPORTING:

Based  on  the  Company's  integration  and  management  strategies, the Company
operated  in  a  single business segment.  For the years ended December 31, 2003
and  2002,  all  revenues  have  been  derived  from  domestic  operations.

NEW  ACCOUNTING  PRONOUNCEMENTS:

In  January  2003,  the  Financial Accounting Standards Board (FASB) issued FASB
Interpretation  No.  46,  "Consolidation  of  Variable  Interest  Entities,  an
Interpretation  of  Accounting  Research  Bulletin  (ARB)  No.  51".  This
interpretation  clarifies the application of ARB No. 51, "Consolidated Financial
Statements",  to  certain  entities  in  which  equity investors do not have the
characteristics  of  a  controlling financial interest or do not have sufficient
equity  at  risk  for  the  entity  to finance its activities without additional
subordinated  financial  support  from other parties. In December 2003, the FASB
revised  FASB  Interpretation  No.  46  (FIN  46R)  which allowed companies with
certain  types of variable interest entities to defer implementation until March
31,  2004.

On  December  24,  2003,  the  FASB  issued  FASB Interpretation No. 46 (Revised
December  2003),  "Consolidation  of  Variable  Interest  Entities,"  (FIN-46R)
primarily to clarify the required  accounting for interests in variable interest
entities.  FIN-46R  replaces  FIN-46  that  was issued in January 2003.  FIN-46R
exempts  certain  entities  from  its  requirements  and  provides  for  special
effective  dates  for entities that have fully or partially applied FIN-46 as of
December  24, 2003.  In certain situations, entities have the option of applying
or  continuing  to  apply  FIN-46  for  a  short  period of time before applying
FIN-46R.  While  FIN-46R  modifies or clarifies various provisions of FIN-46, it
also  incorporates  many FASB Staff Positions previously issued by the FASB. The
Company  has  deferred the adoption of FIN 46 with respect to VIEs created prior
to  February 1, 2003.  Management is currently assessing the impact, if any, FIN
46  may  have on the Company; however, management does not believe there will be
any  material  impact to the Company's financial position, results of operations
or  liquidity  resulting  from  the  adoption  of  this  interpretation.

                                      F-13
<PAGE>
                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

NEW  ACCOUNTING  PRONOUNCEMENTS,  CONTINUED:

In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging Activities." SFAS 149 amends and clarifies
financial  accounting and reporting of derivative instruments, including certain
derivative  instruments embedded in other contracts (collectively referred to as
derivatives)  and  for  hedging  activities  under  SFAS  133,  "Accounting  for
Derivative  Instruments and Hedging Activities." This Statement is effective for
contracts  entered  into  or  modified  after  June 30, 2003, except for certain
hedging  relationships  designated  after  June  30, 2003.  The adoption of this
Statement  is not expected to have a material impact on the Company's  financial
position,  results  of  operations,  or  cash  flows.

In  May  2003, the FASB issued SFAS No. 150, "Accounting  for  Certain Financial
Instruments  with  Characteristics  of  both  Liabilities  and Equity." SFAS 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments  with  characteristics of both liabilities and equity. It
requires  that  issuers classify a financial instrument that is within its scope
as  a liability  (or an asset in some circumstances).  With certain  exceptions,
this Statement is effective for financial  instruments  entered into or modified
after  May  31,  2003,  and  otherwise  is  effective for public entities at the
beginning  of  the  first  interim  period  beginning  after June 15, 2003.  The
adoption  of  this  Statement  did not have a material  impact on the  Company's

financial  position,  results  of  operations,  or  cash  flows.

In  December  2003,  the  FASB  issued  Statement  of  Financial  Accounting
Standards (FAS) No. 132 (Revised 2003)  "Employers'  Disclosures  about Pensions
and Other Postretirement  Benefits."  This standard replaces FAS-132 of the same
title  which  was previously  issued in February 1998.  The revised  FAS-132 was
issued  in  response  to  concerns  expressed by financial statement users about
their  need for more transparency of pension  information.  The revised standard
increases  the  existing GAAP disclosures for defined  benefit pension plans and
other  defined  benefit  postretirement plans.  However,  it does not change the
measurement or recognition of those plans as required under: FAS-87, "Employers'
Accounting  for  Pensions";  FAS-88, "Employers' Accounting for  Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits"; and
FAS-106,  "Employers'  Accounting  for  Postretirement  Benefits  Other  Than
Pensions."  Specifically,  the  revised  standard  requires companies to provide
additional  disclosures  about  pension  plan  assets, benefit obligations, cash
flows,  and  benefit  costs  of  defined benefit pension plans and other defined
benefit  postretirement plans.  Also, for the first time, companies are required
to provide a breakdown of plan assets by category, such as debt, equity and real
estate,  and  to  provide certain expected rates of return and target allocation
percentages  for  these  asset categories.  The revised FAS-132 is effective for
financial  statements  with  fiscal years ending after December 15, 2003 and for
interim  periods  beginning  after  December  15,  2003.  The  adoption  of this
Statement  is  not expected to have a material impact on the Company's financial
position,  results  of  operations,  or  cash  flows.

                                        F-14
<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(2)     ACCOUNTS  RECEIVABLE:

A  summary  as  of  December  31,  2003  is  as  follows:
<TABLE>
<CAPTION>




<S>                              <C>
Trade . . . . . . . . . . . . .  $136,426
Allowance for doubtful accounts   (25,000)
                                 ---------

                                 $111,426
                                 =========
</TABLE>




(3)     PROPERTY  AND  EQUIPMENT:

A  summary  as  of  December  31,  2003  is  as  follows:
<TABLE>
<CAPTION>



<S>                                                 <C>
Furniture and fixture. . . . . . . . . . . . . . .  $30,501
Computers. . . . . . . . . . . . . . . . . . . . .   29,026
Office equipment . . . . . . . . . . . . . . . . .   30,773
                                                    -------

                                                     90,300
    Less accumulated depreciation and amortization   38,393
                                                    -------

                                                    $51,907
                                                    =======
</TABLE>




          Depreciation  and  amortization  expense  for property, equipment, and
improvements  amounted to $141,843 and $176,937 for the years ended December 31,
2003  and  2002  respectively.

          Pursuant  to  the  Company's  focus  on  developing  its new HCM Tools
product  offering,  as  of  December  31,  2003  the Company determined that all
computer hardware equipment associated to "PERL" programming language were of no
economic  value, therefore, the Company recorded a loss on disposal of $318,030.

     Pursuant  to the Company's early termination of it previous office location
in  Temecula,  California,  the  Company  sold  and  disposed  of certain office
furniture  and  equipment,  resulting  is  a  loss of $43,813.  Furthermore, the
Company  recorded  a  loss  of  $61,077 related to leasehold improvements at the
Temecula  location.

     In  October,  2003, the Company completed a reduction in work force. At the
same  time, the Company sold certain computer equipment and furniture, resulting
in  a  loss  of  $19,222.

                                         F-17

<PAGE>
                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(4)     INTANGIBLE  AND  OTHER  ASSETS:

Pursuant  to  the  Company's  focus  on  developing  its  new  HCM Tools product
offering,  as  of  December  31,  2003  the Company determined that all software
licenses  associated  to  "PERL" programming language were of no economic value,
therefore,  the  Company  recorded  an  impairment  expense  as  follows:
<TABLE>
<CAPTION>



<S>                                      <C>
Intangible Assets - Software & Licenses  $ 148,343
Software license not amortizable. . . .    100,500
                                         ----------
    Total . . . . . . . . . . . . . . .    248,843
    Less accumulated amortization . . .   (147,123)
                                         ----------
      Net impairment expense. . . . . .  $ 101,720
                                         ==========
</TABLE>



Amortization  expense  for intangible assets amounted to $13,736 and $63,003 for
the  year  ended  December  31,  2003  and  2002, respectively.  Pursuant to the
impairment  mentioned  above,  no  future  amortization  expense  is  expected.


(5)     LINE  OF  CREDIT  AND  NOTES  PAYABLE:

The  Company has a loan with an affiliate of a stockholder with an original face
amount  of  $60,000.  In  December  2002,  the Company entered into an agreement
whereby  $10,000  of  the  outstanding balance was converted into common shares.
(See  Note  7).  The  outstanding  balance  at  December  31,  2003  is $61,983,
including  accrued  interest  of  $11,983.  The  loan  bears interest at 12% per
annum,  matures on April 29, 2004, and is secured by substantially all assets of
the  Company.


(6)     LONG-TERM  DEBT:

A  summary  is  as  follows:
<TABLE>
<CAPTION>



<S>                                                       <C>
Unsecured 6% note payable to a vendor, payable in
      monthly installments of $2,104, including interest
      through June 20044 . . . . . . . . . . . . . . . .  $16,716

Computer lease agreement, payable in monthly
      installments of $144, including interest through
      February 2005. . . . . . . . . . . . . . . . . . .    2,407
                                                          -------

                                                          $19,123
                                                          =======
</TABLE>

                              F-16


<PAGE>
                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(7)     EQUITY  TRANSACTIONS

On  January  15,  2002  the  shareholders of the Company approved a one-for-four
reverse split of the Company's outstanding common stock shares.  All information
regarding  common  stock shares and per share data have been adjusted to reflect
the  one-for-four  reverse  stock  split  for  all  periods  presented.

In  December  2002,  the Company agreed to convert $427,031 of debt to 1,708,124
shares  of  common  stock.

In  December 2002, the Company agreed to issue 533,864 shares of common stock in
settlement  of  payables  totaling $133,466.  The fair market value of the stock
exchanged was determined based on the price of the shares sold under the private
placement,  which  was more indicative of the fair value of the Company's shares
than  the  trading  value  of  the thinly traded stock.  The number of shares of
stock  issued  considered  the  repricing  discussed  above.

In  April  2002, the Company issued 60,000 warrants to a lender as consideration
to  extend  the terms of the debt.  Total fair value of the warrants was $16,922
as  determined  using  the Black Scholes pricing model.  See Note 8 for the fair
value  assumptions  used.  The  warrants  vest  over  a  one-year  period.

The  Company  completed  a  private placement of its common stock on January 15,
2003.  As  of  January 15, 2003, the closing of the offering, the Company sold a
total of 1,028,163 shares of common stock at a purchase price of $1.00 per share
(920,163  shares were sold in 2002 for gross proceeds of $920,163).  The Company
decided  to  re-price  the shares sold in this offering because of the Company's
inability  to  meet  the  revenue  projections  described  to  investors  in the
offering.  The  Company re-priced the common stock sold in the offering to $0.25
per  share  (the "Re-pricing").  The Company gave each purchaser the election to
either  rescind  his  investment, or accept four shares of common stock for each
share  purchased  in  the  offering.  Four  investors  elected  to rescind their
investment  in  68,000 shares for a total of $68,000.  The repricing resulted in
issuing  an  additional 120,000 shares and 2,760,489 shares of stock in 2003 and
2002,  respectively.  Expense  totaling  $30,000  and $690,122 was recognized at
December  31,  2003 and 2002, respectively, which was equal to the difference
Between the $1.00 per share offering price and the new price of $0.25 per share
times the original number of shares sold ($0.75 times 960,163 shares).  After
the re-pricing, and after the
rescission,  as  of  January 15, 2003, $960,163 had been collected, resulting in
3,840,652 shares sold.  Total costs related to the placement for the years ended
December  31,  2003 and 2002 was $2,492 and $187,795, respectively.  Included in
the  2002  amount  is  $51,271  of  expense  related to the fair market value of
warrants  issued  in  lieu  of  cash  payments.

In  March  2003,  the Company initiated a private placement of its common stock,
which  opened  at  $0.25 per share. The Company closed the offering on September
30,  2003,  selling  10,981,792  shares, with net proceeds of $2,470,903.  Total
costs  related  to  the  placement  were  $546,764.  Included  in this amount is
$272,219  of  expense related to the fair market value of the warrants issued to
the  selling  group.  The fair market value of the warrants was determined using
the  Black  Scholes  pricing  model.  (See Note 8 for the fair value assumptions
used.

                                       F-17

<PAGE>
                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(8)     WARRANTS:

     The  warrant  activities  as  December  31,  2003  and  2002  follow:
<TABLE>
<CAPTION>



                                                        Weighted
                                            Number       average
                                           of Shares  exercise price
                                           ---------  ---------------
<S>                                        <C>        <C>
Outstanding at January 1, 2002. . . . . .    281,250  $          0.45
  Granted . . . . . . . . . . . . . . . .    153,416             1.26
                                           ---------  ---------------
Outstanding at December 31, 2002. . . . .    434,666             0.55
  Granted . . . . . . . . . . . . . . . .  1,098,179             0.25
                                           ---------  ---------------

Outstanding at December 31, 2003. . . . .  1,532,845  $          0.43
                                           =========  ===============

Warrants exercisable at December 31, 2002    434,666  $          0.55
                                           =========  ===============

Warrants exercisable at December 31, 2003  1,532,845  $          0.43
                                           =========  ===============
</TABLE>



The  following  tables  summarize  information  about  warrants  outstanding and
exercisable  at  December  31,  2003:
<TABLE>
<CAPTION>



               Weighted average    Outstanding        Exercisable
Range of          Number of        remaining in         options        Number of        options
exercise            Shares       contractual life  weighted average     shares     weighted average
Prices           outstanding         in year        exercise price    exercisable   exercise price
-------------  ----------------  ----------------  -----------------  -----------  -----------------
<S>            <C>               <C>               <C>                <C>          <C>
..25 to $1.60         1,532,845              9.27  $             .43    1,532,845  $             .43
</TABLE>




During  2003,  the  Board  of  Directors  approved and issued 1,098,179 warrants
related to the Private Placement at an exercise price of $0.25 per share, with a
fair  market  value  of $272,219.  The fair value of the warrants was determined
using  the  Black-Scholes  option-pricing model, with the following assumptions:
(i)  no  expected  dividends,  (ii)  a  risk  free interest rate of 1.25%, (iii)
expected  volatility  of  234.53%,  and  (iv)  an  expected  life  of  one year.

During  2002,  the  Board of Directors approved and issued 60,000 warrants at an
exercise  price  of  $1.60  per  share.  The  total  expense to be recognized is
$16,922.  The  Company  has  recognized $8,461 in 2002 due to vesting.  The fair
value  of  the  warrants  was  determined using the Black-Scholes option-pricing
model,  with  the  following assumptions: (i) no expected dividends, (ii) a risk
free  interest  rate  of 4.19%, (iii) expected volatility of 30.73%, and (iv) an
expected  life  of  one  year.

                                     F-18

<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002

During  2002, the Board of Directors approved and issued 93,416 warrants related
to  the  Private  Placement at an exercise price of $1.00 per share, with a fair
market  value  of  $51,271.  The fair value of the warrants was determined using
the  Black-Scholes  option-pricing model, with the following assumptions: (i) no
expected  dividends,  (ii)  a  risk  free interest rate of 1.45%, (iii) expected
volatility  of  149.61%,  and  (iv)  an  expected  life  of  one  year.

(9)     STOCK  OPTION  PLANS:

Effective  June  15,  2000, the Company adopted the Stock Option Plan A (Plan A)
under  which  all  employees  may  be  granted options to purchase shares of the
Company's authorized but unissued common stock.  The maximum number of shares of
the  Company's  common  stock available for issuance under the Plan A is 550,000
shares.  As  of  December  31,  2002, the maximum number of shares available for
future  grants  under  the Plan is 313,750.  Under the Plan, the option exercise
price  is  equal  to  the fair market value of the Company's common stock at the
date  of  grant.  Options  expire no later than 10 years from the grant date and
generally  vest  within  five years.  In 2001, the Company elected to fully vest
all  outstanding  options.

In October 2001, the Company approved a Stock Option Plan B (Plan B) under which
all  employees  may  be  granted  options  to  purchase  shares of the Company's
authorized  but  unissued  common  stock.  The  maximum  number of shares of the
Company's  common  stock available for issuance under the Plan B is 1.35 million
shares.  As  of  December 31, 2002, the remaining number of shares available for
future  grants  under  the  Plan  is  49,750 shares.  Under the Plan, the option
exercise  price  is equal to the fair market value of the Company's common stock
at the date of grant.  Options expire no later than 10 years from the grant date
and  generally  vest  within  five  years.

In  May 2003, the shareholders approve the PeopleView, Inc. 2003 Stock Incentive
Plan  (the  "2003  Plan").  The  2003  Plan  is  the  successor to the Company's
existing  20000 Stock Option Plan A (Plan A) and 20011 Stock Option Plan B (Plan
B)  (together,  the  "Predecessor  Plans").  The  2003  Plan  became  effective
immediately upon stockholder approval at the Annual Meeting on May 15, 2003, and
all  outstanding  options  under  the Predecessor Plans (Plan A and Plan B) were
incorporated  into the 2003 Plan at that time. On May 15, 2003, 1,701,500 shares
had  been  granted  pursuant  to  the  Predecessor  Plans,  with  198,500 shares
available  to grant. On May 15, 2003, shareholders approved 2,500,000 shares for
the  2003  plan.  Together  with  the  Predecessor Plans, 2,698,500 shares where
available  to  grant,  and  1,701,500  had  been granted.  The Predecessor Plans
terminated,  and  no  further  option  grants will be made under the Predecessor
Plans.  However, all outstanding options under the Predecessor Plans continue to
be  governed  by  the terms and conditions of the existing option agreements for
those  grants except to the extent the Board or Compensation Committee elects to
extend  one  or  more features of the 2003 Plan to those options. As of December
31,  2003,  the remaining number of shares available for future grants under the
2003  Plan  is  2,255,760  shares.  Under the Plan, the option exercise price is
equal  to  the  fair  market  value of the Company's common stock at the date of
grant.  Options  expire no later than 10 years from the grant date and generally
vest  within  five  years.

                                       F-19
<PAGE>

(9)     STOCK  OPTION  PLANS,  CONTINUED:

Additional  information with respect to these Plans' stock option activity is as
follows:
<TABLE>
<CAPTION>


                                            Number     Weighed average
                                           of shares   exercise price
                                          -----------  ---------------
<S>                                       <C>          <C>
Outstanding at January 1, 2002 . . . . .   1,273,750   $          0.22
  Granted. . . . . . . . . . . . . . . .     262,750              1.57
                                          -----------  ---------------
Outstanding at December 31, 2002 . . . .   1,536,500              1.03
  Granted. . . . . . . . . . . . . . . .   1,671,500              0.25
  Cancelled. . . . . . . . . . . . . . .  (1,063,750)             2.15
                                          -----------  ---------------

Outstanding at December 31, 2003 . . . .   2,144,250   $          0.41
                                          ===========  ===============

Options exercisable at December 31, 2002     566,063   $          1.27
                                          ===========  ===============

Options exercisable at December 31, 2003     321,563   $          1.60
                                          ===========  ===============
</TABLE>



The  following  tables summarize information about stock options outstanding and
exercisable  at  December  31,  2003:
<TABLE>
<CAPTION>




               Weighted average    Outstanding        Exercisable
Range of          Number of        remaining in         options        Number of        options
exercise            shares       contractual life  weighted average     shares     weighted average
prices           outstanding         in year        exercise price    exercisable   exercise price
-------------  ----------------  ----------------  -----------------  -----------  -----------------
<S>            <C>               <C>               <C>                <C>          <C>
..25 to $2.25         2,144,250              9.51  $            0.41      321,563  $            1.60
</TABLE>

(10)     INCOME  TAXES:

Realization  of deferred tax assets is dependent on future earnings, if any, the
timing and amount of which is uncertain.  Accordingly, a valuation allowance, in
an  amount  equal to the net deferred tax asset as of December 31, 2003 and 2002
has  been  established  to reflect these uncertainties.  As of December 31, 2003
and  2002  the  deferred  tax asset before valuation allowances is approximately
$2,994,100  and  $1,882,300,  respectively, for federal income tax purposes, and
$447,000  and  $277,200,  respectively  for  state  income  tax  purposes.

                                         F-20

<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(10)     INCOME  TAXES,  CONTINUED:

Income tax provision amounted to $800 for each year ending December 31, 2003 and
2002  (an effective rate of 0% for both 2003 and 2002).  A reconciliation of the
provision  (benefit)  for  income  taxes with amounts determined by applying the
statutory  U.S.  federal  income  tax  rate  to income before income taxes is as
follows:
<TABLE>
<CAPTION>



                                                   2003         2002
                                               ------------  ----------
<S>                                            <C>           <C>
Computed tax at federal statutory rate of 34%  $(1,173,300)  $(846,400)
State taxes, net of federal benefit . . . . .          500         500
Meals and entertainment . . . . . . . . . . .        3,500       5,100
Penalties . . . . . . . . . . . . . . . . . .            -       2,100
Cost of repricing . . . . . . . . . . . . . .        3,500     234,700
Other . . . . . . . . . . . . . . . . . . . .       54,800           -
Change in valuation allowance . . . . . . . .    1,111,800     604,800
                                               ------------  ----------

                                               $       800   $     800
                                               ============  ==========
</TABLE>



Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes.  Significant components
of  the  Company's  deferred  tax  assets  and  liabilities  are  as  follows:
<TABLE>
<CAPTION>



                                                    2003          2002
                                                ------------  ------------
<S>                                             <C>           <C>
Deferred tax assets:
 Allowance for doubtful accounts . . . . . . .  $    10,700   $    10,700
 Accrued vacation. . . . . . . . . . . . . . .        8,800        13,300
 State taxes . . . . . . . . . . . . . . . . .          300           300
 Net operating loss carryforwards. . . . . . .    3,421,300     2,256,200
                                                ------------  ------------

     Total deferred tax assets . . . . . . . .    3,441,100     2,280,500
                                                ------------  ------------

Deferred tax liabilities:
 Fixed and intangible assets . . . . . . . . .           --      (120,900)
                                                ------------  ------------

     Total deferred tax liabilities. . . . . .           --      (120,900)
                                                ------------  ------------

Net deferred assets before valuation allowance    3,441,100     2,159,600
 Valuation allowance . . . . . . . . . . . . .   (3,441,100)   (2,159,600)
                                                ------------  ------------

Net deferred tax assets. . . . . . . . . . . .  $         -   $         -
                                                ============  ============
</TABLE>

                                     F-21


<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(10)     INCOME  TAXES,  CONTINUED:

At  December  31,  2003,  the  Company has available unused net operating losses
carryforwards  of  approximately $8,760,000 for federal and $6,360,000 for state
that  may  be  applied against future taxable income and that, if unused, expire
through  2023.  For 2002 and 2003, the state of California has suspended the use
of  net  operating  loss  carryforwards.

Utilization  of  the  net  operating  loss  carryforwards  may  be  subject to a
substantial  annual  limitation  due to ownership change limitations provided by
the  Internal  Revenue  Code  of  1986.  The annual limitation may result in the
expiration  of  net  operating  loss  carryforwards  before  utilization.


(11)     RETIREMENT  PLAN:

The  Company  sponsors  a 401(k) plan (the "Plan") for the benefits of employees
who  are  at least 21 years of age.  The Company's management determines, at its
discretion,  the  annual  and matching contribution.  The Company elected not to
contribute  to  the  Plan  for  the  years  ended  December  31,  2003 and 2002.


(12)     COMMITMENTS:

Leases
------

On  January  28,  2004,  and  on  October  31,  2003, the Company executed early
termination  agreements  for  the  two  lease agreements related to office space
previously occupied in Temecula, California. The Company provided the deposit to
the  landlord  as  its  payment  for  early  termination.

The  Company  leases  its  San  Juan  Capistrano facility under a noncancellable
operating  lease.  The  lease expires in October 2004.  Total lease payments for
2004  are  expected  to  be  $37,845.

The  lease  on  the San Juan Capistrano office terminates October 30, 2004. Real
estate  taxes,  insurance,  and  maintenance  expenses  are  obligations  of the
Company.  It  is  expected  that  in  the normal course of business, leases that
expire will be renewed or replaced by leases on other properties.  At the end of
the  lease  term, the Company has an option to renew the lease for an additional

year.  Rent  expense  for  the  years  ended  December 31, 2003 and 2002 totaled
$226,957  and  $130,998,  respectively.

Employment  Agreements
----------------------

On  December  16,  2002,  the  Company entered into an employment agreement with
Joseph Flynn to serve as its Chief Executive Officer, effective January 1, 2003.
Mr.  Flynn's  agreement  has  a  term of one year and provides for a base annual
salary  of  $120,000.  On April 1, 2003, the base annual salary was increased to
$160,000.  After  the  90th day of employment, Mr. Flynn received a payroll wage
bonus,  which  allowed him to purchase $15,000 shares of restricted common stock
sold  in  the  2003 private placement.  Compensation expense equal to the market
value  on  the  90th day was recorded.  Mr. Flynn may receive annual bonuses, at
the  discretion  of  the  Board  of  Directors.

                                        F-22



<PAGE>
                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(12)     COMMITMENTS:

     Employment  Agreements,  continued
     ----------------------------------

On  October  31,  2002,  the  Company  entered into an employment agreement with
Etienne  Weidemann,  to serve as VP of Marketing effective January 1, 2003.  Mr.
Weidemann's  agreement  provides  for  a  base annual salary of $120,000 with an
increase  to  $150,000 on April 1, 2003.  In June 2003, Mr. Weidemann received a
payroll  wage  bonus, which allowed him to purchase $30,000 shares of restricted
common  stock  sold in the 2003 private placement. Compensation expense equal to
the  market  value  on  the 90th day was recorded.  Mr. Weidemann may receive an
annual  bonus,  at  the discretion of the Board of Directors, at an amount to be
determined.


(13)     MAJOR  CUSTOMERS:

For  both  of  the  years  ended  December  31,  2003  and 2002, three customers
represent a total of 50.0% and 40.0%, respectively, of revenues.  Total accounts
receivable  balance  due  from  these  three customers, respectively amounted to
approximately  $57,000  and  $95,200,  respectively, as of December 31, 2003 and
2002.


(14)     RELATED  PARTY  TRANSACTIONS:

The  Company  has a loan from an affiliate of one of its stockholders.  Included
in interest expense is accrued interest of $7,031 which was unpaid and was added
to  the  outstanding  balance  of  the  line  of  credit.  (See  Notes 5 and 7.)


(15)     SEVERANCE  AGREEMENT:

In  December  2002, the Company entered into a severance agreement with a former
officer.  Under the agreement, the former officer receives monthly severance pay
and  health  benefits  for  a  period  of 5 months beginning December 2002.  The
Company  paid  $19,167  to  the  former  officer  in  2003.


(16)     SUBSEQUENT  EVENTS:

On  March  5, 2004, the Company commenced a private placement of up to 5,000,000
shares of its common stock to certain existing shareholders, at a price of $0.10
per  share.  Each  share  will  be  restricted  from re-sale for a period of two
years.  As  of  March 29, 2004, the Company had sold 3,666,500 shares, receiving
$366,650.

                                         F-23

<PAGE>

                         PEOPLEVIEW INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                 FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002


(16)     SUBSEQUENT  EVENTS:

On  March  17, 2004, the Company entered into an agreement with Workstream, Inc.
whereby  the  Company  sold  to  Workstream  the following: accounts receivable,
certain  computer  equipment,  customer  list,  existing customer contracts, the
PeopleView name, and the technology and product offerings that had been recently
revised  and  improved,  including  ClimateSight(TM),  SkillSight(TM),
PerformanceSight(TM),  ComplianceSight(TM)  and  HCM  TOOLS(TM). The development
cost  associated  to  these items was expensed as incurred. The Company received
$300,000  in  cash, of which $50,000 is being held in escrow as a hold back, and
350,000  shares  of  Workstream,  Inc (NASDAQ: WSTM), of which 50,000 shares are
being  held  in  escrow.  The Company also received a warrant to purchase 50,000
shares  of  Workstream  at  $3.00  per  share

On  April 1, 2004, the Company's subsidiary, PPVW Acquisition Company, completed
an  acquisition  of The Mayo Group.  The Mayo Group provides document management
services  to  customers  in  Southern  California.  The  Company will pay to the
owners  of  The  Mayo  Group $300,000 in cash, and issue 3,000,000 shares of its
common  stock.  An additional 6,000,000 shares and $300,000 in will be placed in
an escrow account.  The shares and cash will be released from escrow to the Mayo
Group  owners,  if  certain revenue and earnings results are reached in 2004 and
2005.