UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                              FORM 10-KSB/A

                                (Mark One)

[X]   Annual report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the period ended December 31, 2005

      OR

[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                      Commission file number: 0-49915


                           MONARCH STAFFING, INC.
            ----------------------------------------------------
           (Exact name of registrant as specified in its charter)


              Nevada                                  88-0477056
    ---------------------------------          ----------------------------
    (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)                Identification No.)


                      18301 Von Karman Ave, Suite 250
                          Irvine, California 92612
       -------------------------------------------------------------
        (Address of principal executive offices, including zip code)

      Registrant's Telephone No., including area code: (949) 260-0150


      Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to section 12(g) of the Act:

                  Common Stock, par value $.001 per share
                  ---------------------------------------
                              (Title of Class)

Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes [X] No [ ]




Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).   (Check one): Yes [ ]; No [X]

The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common
equity was sold as of May 12, 2006, was approximately $9,869,361 based on a
price on such date.

The number of shares issued and outstanding of the Common Stock as of May
12, 2006 was 9,869,361.

Documents incorporated by reference. There are no annual reports to
security holders, proxy information statements, or any prospectus filed
pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by
reference.

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






                             TABLE OF CONTENTS


PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ITEM 2.   PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . .24

ITEM 3.   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . .25

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . .25

PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . . . . .25

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . .28

ITEM 7.   FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . .40

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . .70

ITEM 8A.  CONTROL AND PROCEDURES . . . . . . . . . . . . . . . . . . . .72

ITEM 8B.  OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . .73

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY. . . . . . . .73

ITEM 10.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . .74

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . .75

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . .76

ITEM 13.  EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . .79

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . .81

          SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .82

          CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . .83





                                   PART I

             SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Except for the historical information contained herein, the matters
discussed in this Annual Report on Form 10-KSB, including discussions of
our business strategies and market factors influencing our results, are
forward-looking statements that involve certain risks and uncertainties.
Actual results may differ materially from those anticipated by us as a
result of various factors, both foreseen and unforeseen, including, but not
limited to, our ability to continue to offer new services and increase
sales in markets characterized by rapid technological evolution,
consolidation within our target marketplace and among our competitors, and
competition from larger, better capitalized competitors.  Many other
economic, competitive, governmental and technological factors could impact
our ability to achieve our goals. Interested persons are urged to review
the risks described under "Item 1. Business. Risk Factors" and in "Item 6.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" as well as in the Company's other public disclosures and
filings with the Securities and Exchange Commission ("SEC").  All forward-
looking statements speak only as of the date of this report. We do not
intend to publicly update or revise any forward-looking statements as a
result of new information, future events or otherwise, except as required
by law.

                              EXPLANATORY NOTE

On March 31, 2006, we completed a one-for-ninety reverse stock split of our
Common Stock. The information contained in this Annual Report on Form 10-
KSB reflects the completion of the reverse stock split.  The financial
statements presented herein have been retroactively restated to reflect the
one-for-ninety reverse stock split.

ITEM 1. BUSINESS

COMPANY OVERVIEW

We provide medical and technical staffing services to both commercial and
government sector customers.  We are focused on building a nationally
recognized medical and technical staffing company by growing our current
customer bases, expanding our service offerings, and acquiring and growing
profitable staffing services companies.

We operate our medical staffing services business through our wholly owned
subsidiary Drug Consultants, Inc. ("DCI").  DCI furnishes personnel to
perform a range of pharmacy, nursing and other health care services in
support of the operations of government and commercial facilities,
including its largest client, the State of California. DCI was formed in
1977 and is located in Irvine, California.

DCI has experience in providing its services in rural areas of California
where many state facilities are located and healthcare professionals are
not readily available.  This experience and DCI's database of healthcare
professionals has allowed it to competitively price its services and expand
its business to meet these unique requirements of the State of California.

DCI currently operates under three master contracts with the State of
California.  The master contracts are for terms of three years and
currently expire between June 30, 2006 and September 30, 2007.
Historically, DCI has been able to obtain replacement contracts for its
services to the State of California upon expiration of its master
contracts.  DCI's contracts with the State of California do not provide for
a minimum purchase commitment of our services and can be terminated by the
State at any time on 30 days' notice.


                                     4

We operate our technical staffing services through our wholly owned
subsidiary, iTechexpress, Inc. ("iTech").  iTech places technicians into
technical jobs on a national basis.  iTech has performed IT and staffing
services for clients such as Best Buy, Equant NV and Office Depot.  iTech
was formed in 1999 and is located in Irvine, California.

GROWTH STRATEGY

Our goal is to build a nationally recognized medical staffing company.  The
key components of our business strategy include:

     -    INCREASE PENETRATION OF EXISTING CLIENT RELATIONSHIPS.  We have
          built strong relationships with our existing clients, particularly
          the State of California.  We will seek to increase the
          penetration of our services to agencies of the State which we do
          not currently serve.

     -    LEVERAGE PROCESSES AND EXPERIENCE TO ENTER NEW MARKETS.  We have
          experience in meeting the staffing needs of government entities,
          particularly in rural areas.  We will seek to leverage our
          experience and associated processes and contacts to provide
          similar services to government entities in other high-growth
          states such as Arizona, Nevada, Oregon and Utah.

     -    EXPAND SERVICE OFFERINGS THROUGH NEW STAFFING SOLUTIONS.    In
          order to enhance the growth in our business and improve our
          competitive position, we continue to explore new service
          offerings. As our clients' needs change, we will explore what
          additional services we can provide to better serve our clients.

     -    EXPAND OUR CUSTOMER BASE.  We have experience in servicing the
          needs of government entities that we will transfer to the
          commercial client market.

     -    CAPITALIZE ON ACQUISITION OPPORTUNITIES.    The markets we serve
          are highly fragmented.  In order to enhance our competitive
          position, we intend to aggregate multiple smaller staffing
          service providers.  Our general criteria for acquisition targets
          are: companies who provide similar services to our own in other
          geographic areas, companies who have strong client relationships,
          companies who offer vertical services that complement our own,
          and companies that generate positive cash flow and have the
          prospect for year-over-year revenue growth.

     -    BUILD OUR MANAGEMENT TEAM AND CORE BACK-OFFICE FUNCTIONS.   We
          intend to expand our executive, sales and operations management
          teams to support the growth of our business.  In addition, we
          plan to build centralized administrative support systems to
          support our business model across business units.


                                     5

COMPANY BACKGROUND

Prior to August 2003, we were a development stage company.  Although we
were incorporated only five years ago, we have undergone a number of
changes in our business strategy and organization.

The Company was originally incorporated in Nevada under the name
JavaJuice.net on September 13, 2000.  The Company's business plan was to
engage in the operation of an Internet Cafe, in Reno, Nevada.  On August 8,
2003, the Company acquired M.T. Marketing Int. Corp "(MTM") and control of
the Company shifted to the former MTM shareholders.   MTM operated a
payroll nurse staffing and homecare business.     JavaJuice was considered
a "shell" at the time of the acquisition; therefore, the transaction was
treated as a reverse merger.  As a result of a change in business focus due
to the acquisition, the Company changed its name to MT Ultimate Healthcare
Corp.    The Company expanded its operations through the acquisition of
B.P. Senior Care, Inc. ("BP"), a provider of healthcare services to senior
citizens in New Jersey), the operation of which was terminated in June
2005, and Abundant Healthcare, Inc. ("Abundant"), a provider of medical
staffing services in Pennsylvania).    All of the business and operations
of MTM and Abundant have been discontinued and disposed of by the Company
in connection with the disposition of Marathon Healthcare Corporation
described below.

On August 31, 2004, the Company entered into a securities purchase
agreement with four accredited investors for the sale of secured
convertible notes having an aggregate principal amount of $700,000, a 10%
annual interest rate payable quarterly, and a term of two years.  We also
agreed to sell warrants to purchase up to an aggregate of 7,778 shares of
our Common Stock at $40.50 per share.  We only sold $500,000 principal
amount of secured convertible notes under the 2004 agreement.  As a result,
we sold to the investors warrants to purchase up to an aggregate of 5,556
shares of our Common Stock at $40.50 per share.   The investors have agreed
to purchase the remaining $200,000 commitment under the terms of our 2005
securities purchase agreement with the investors.

On November 4, 2005, we entered into an additional securities purchase
agreement with the same accredited investors, for the sale of  secured
convertible notes having an aggregate principal amount of $3,000,000, an 8%
annual interest rate (payable quarterly), and a term of three years.  We
also agreed to sell warrants to purchase up to an aggregate of 166,667
shares of our Common Stock at $9.00 per share.

As of March 31, 2006, we had issued under the two securities purchase
agreements:

     -    $3,075,000 aggregate principal amount of secured convertible
          notes,

     -    Warrants to purchase 5,556 shares of our Common Stock at $40.50
          per shares, and

     -    Warrants to purchase 143,056 shares of our Common Stock at $9.00
          per share.


                                     6

The investors are required to purchase an additional $625,000 principal
amount of secured convertible notes and warrants to purchase 2,222 shares
of our Common Stock at $40.50 per share and warrants to purchase 23,611
shares of our Common Stock at $9.00 per share five days following the date
that a registration statement for the resale of the shares of common stock
issuable upon conversion of the secured convertible notes and exercise of
the warrants is declared effective by the Securities and Exchange
Commission and if other conditions are satisfied.

On November 4, 2005, the Company acquired 100% of the issued and
outstanding shares of iTechexpress, Inc. in exchange for 9,203,704 newly
issued shares of the Company's Common Stock.

On November 7, 2005, iTech purchased all of the outstanding shares of Drug
Consultants, Inc. for a purchase price of $1,800,000, of which $1,600,000
was paid at closing and $200,000 shall be paid pursuant to a secured
promissory note, which was subsequently paid in January 2006

As part of our focus on growing profitable operations, we decided to
discontinue and dispose of certain operations which we determined did not
demonstrate suitable growth or profitability prospects.   On December 15,
2005, we completed the disposition of all of the outstanding capital stock
of Marathon Healthcare Corporation ("Marathon"), a newly formed holding
company, to Macdonald Tudeme and Marguerite Tudeme, the former controlling
shareholders of the Company.   At the time of the disposition, Marathon's
assets included  substantially all of the corporate names, business,
operations, assets, properties, intellectual properties, trademarks,
service marks, trade names, uniform resource locators, telephone numbers,
and good will of the Company and its subsidiaries (other than iTech and
DCI).   These assets included all of the operations of the Company's former
operating subsidiaries MTM and Abundant.  In exchange for all of the
outstanding capital stock of Marathon and a cash payment to the Tudemes of
$80,442.32, the Company received from the Tudemes 396,569 shares of the
Company's Common Stock.   In connection with the disposition of Marathon,
we also (a) assumed and released the Tudemes from certain liabilities and
(b) pledged to Marathon 222,223 shares of our Common Stock as collateral to
secure the performance and payment of a promissory note in the amount of
$257,038 payable to Lisa Stern originally entered into as part of the
Company's purchase of Abundant.  If we fail to pay any principal of or
interest on the note when due, we will be in default of our obligations and
Marathon will be able to retain and sell the pledged Common Stock to
satisfy our obligations.

As a result of the disposition of Marathon, all of our revenues are
generated from the operations of iTech and DCI.  We anticipate
approximately 90% of our revenues will come from DCI's medical staffing
services business and approximately 10% of our revenues will come from
iTech's technical staffing services business.  Accordingly, the description
of our business herein reflects only the operations of iTech and DCI.

On March 31, 2006, we completed the following corporate actions:  (a) we
changed our corporate name to "Monarch Staffing, Inc." from "MT Ultimate
Healthcare Corp.", (b) we effected a one-for-ninety reverse stock split of
our Common Stock, (c) we re-authorized for issuance 400,000,000 shares of
Common Stock, par value $.001 per share, after giving effect to the reverse
stock split and (d) we authorized 5,000,000 shares of "blank check"
preferred stock.


                                     7

INDUSTRY AND MARKET OVERVIEW

In 2004, total healthcare expenditures in the United States were estimated
at $1.8 trillion, representing approximately 15.5% of the U.S. gross
domestic product, and grew approximately 7% over 2003 according to the
Centers for Medicare & Medicaid Services. Over the next decade, an aging
U.S. population and advances in medical technology are expected to drive
increases in hospital patient populations and the consumption of healthcare
services.

The temporary healthcare staffing industry accounted for approximately $9.8
billion in revenue in 2004 according to estimates by THE STAFFING INDUSTRY
REPORT.  From 1996 through 2000, the temporary healthcare staffing industry
grew at a compound annual growth rate of 13%, and this growth accelerated
to a compound annual growth rate of approximately 21% from 2000 to 2002.
While the market declined between 2002 and 2004 primarily due to economic
conditions and resulting pressures on healthcare facilities to reduce
outsourced staffing solutions, it is expected to achieve modest growth in
2006.

We believe that the demand for technical staffing is highly correlated to
economic conditions and overall employment trends and that demand will
increase with an improving economy. After contraction in the information
technology (IT) staffing industry from late 2000 to 2002 caused by
corporate overspending on IT initiatives during the late 1990s and
subsequent poor economic conditions, the industry has recently shown signs
of growth. Staffing Industry Analysts, Inc., an independent, industry-
recognized research group, noted in its March 2005 report that it expects
the IT staffing industry to grow from $15.8 billion in 2004 to $17.4
billion in 2005 and $19.2 billion in 2006, an increase of approximately 10%
in each of 2005 and 2006.

COMPETITION AND COMPETITIVE STRATEGY

The medical staffing industry is both highly fragmented and highly
competitive.  There are a large number of firms engaged in the provision of
medical personnel.  A significant number of these companies are very small
competitors operating on a localized basis.  There are however, a few
larger companies that operate on a national basis.  Some of our larger
competitors in the temporary healthcare staffing sector include AMN
Healthcare Services, Cross Country, InteliStaf/StarMed, CompHealth Group/RN
Network, Medical Staffing Network and On Assignment.

We compete in the medical staffing industry based primarily on our long-
standing customer relationships, experience in meeting the needs of
government entities, particularly with rural facilities, as well as with
superior client service.

The technical staffing industry is fragmented and highly competitive. Based
on Staffing Industry Analysts, Inc data for 2004, no one company accounted
for more than 9% of total IT staffing industry revenues, and the top five
companies accounted for approximately 27% of total industry revenues.   We
believe that key elements of successfully competing in the industry include
maintaining a strong base of qualified IT professionals to enable quick
responses to client requests and ensuring that the candidates are an
appropriate fit with the cultural and technical requirements of the
assignments. Other key success factors include accurate evaluation of
candidates' technical skills, strong account management to develop and
maintain client relationships and efficient and consistent administrative
processes to assist in the delivery of quality services.


                                     8

We compete in the technical staffing industry based primarily on our long-
standing customer relationships, and proprietary database of staff
associates and field technicians.

OUR BUSINESS MODEL

Recruitment
-----------

DCI's recruitment methods include recruiting trained, experienced medical
staff from schools and universities.   Some of the Company's employees are
independent contractors, particularly Registered Nurses and Pharmacists due
to their requirement to hold specialized licenses.  Additionally, because
Registered Nurses require specialized licenses, they are in high demand and
often work with more than one agency.  As a result of being considered an
independent contractor, these individuals are required to pay their own
federal, state and local taxes.

iTech maintains a proprietary database of over 1,000 staff associates and
field technicians for servicing its clients.

Screening and Quality Management
--------------------------------

We screen all candidates prior to placement, and we continue to evaluate
our temporary healthcare professionals and technicians after they are
placed to provide adequate performance and manage risk, as well as to
determine feasibility for future placements. Our internal processes are
designed to determine whether our temporary healthcare professionals and
technicians have the appropriate experience, credentials and skills for the
assignments that they accept. Our screening and quality management process
includes three principal stages:

INITIAL SCREENING.    Each new temporary healthcare professional or
technician candidate who submits an application with us must meet certain
criteria, including appropriate prior work experience and proper
educational and licensing credentials. We independently verify each
applicant's work history and references in an effort to improve the ability
of our clients to depend on our temporary healthcare professionals and
technicians for competency and personal reliability.

ASSIGNMENT SPECIFIC SCREENING.    Once an assignment is accepted by a
temporary healthcare professional or technician,  we track the necessary
documentation and license verification required for the temporary
healthcare professional or technician to meet the requirements set forth by
us, the client and, when required, the applicable state licensing
authorities. Additionally, where state and federal laws apply with regard
to the employment of healthcare workers, we believe we have in place the
necessary procedures to comply with material requirements. These
requirements may include obtaining copies of specific health records, drug
screening, criminal background checks and certain certifications or
continuing education courses.


                                     9


ONGOING EVALUATION.    We evaluate our temporary healthcare professionals'
and technicians' performance through a verbal and written evaluation
process. We receive these evaluations directly from our clients, and use
the feedback to determine appropriate future assignments.


Account Management and Placement
--------------------------------

Our account managers are responsible for soliciting and receiving orders
from our clients and working with our recruiters to fill those orders with
qualified temporary healthcare professionals and technicians.  As an
example, we operate under master contracts with the State of California to
provide temporary health professionals.  We receive requests or "orders"
from specific state healthcare facilities for temporary healthcare
professionals to fill assignments. Depending upon their size and specific
needs, one healthcare facility client may have from one to over fifty open
orders at one time.   Because clients often list their orders with multiple
service providers, open orders may also be listed with our competitors. An
order will generally be filled by the company that provides a suitable
candidate first, highlighting the need for a large network of temporary
healthcare professionals and technicians and responsive client service

Billing and Payroll
-------------------

Our staffing services are generally provided on a time-and-materials basis,
meaning that we bill our clients for the number of hours worked in
providing services to the client. Hourly bill rates are typically
determined based on contractual rates or the level of skill and experience
of the temporary healthcare professional or technician assigned and the
supply and demand in the current market for those qualifications.
Alternatively, the bill rates for some assignments are based on a mark-up
over compensation and other direct and indirect costs.

We maintain a variable cost model in which we compensate most of our
temporary healthcare professionals and technicians only for those hours
that we bill to our clients. The temporary healthcare professionals and
technicians who perform services for our clients consist of our employees
as well as independent contractors and subcontractors. With respect to
those temporary healthcare professionals or technicians who are employees,
we are responsible for all employment-related costs, including medical and
health care costs, workers' compensation and federal social security and
state unemployment taxes


GOVERNMENT REGULATION

The healthcare industry is subject to extensive and complex federal and
state laws and regulations related to professional licensure, conduct of
operations, payment for services and payment for referrals. Our business,
however, is not directly impacted by or subject to the extensive and
complex laws and regulations that generally govern the healthcare industry.
The laws and regulations that are applicable to our hospital and healthcare
facility clients could indirectly impact our business to a certain extent,
but because we provide services on a contract basis and are paid directly
by our hospital and healthcare facility clients, we do not have any direct
Medicare or managed care reimbursement risk.



                                     10

Most of our temporary healthcare professionals are required to be
individually licensed or certified under applicable state laws. We take
prudent steps to ensure that they possess all necessary licenses and
certifications in all material respects.

Technical staffing firms are generally subject to one or more of the
following types of government regulation: (1) regulation of the
employer/employee relationship between a firm and its employees, including
tax withholding or reporting, social security or retirement, benefits,
workplace compliance, wage and hour, anti-discrimination, immigration and
workers' compensation; (2) registration, licensing, record keeping and
reporting requirements; and (3) federal contractor compliance.

EMPLOYEES

The Company employs approximately 36 total employees, with 26 of those
full-time and 10 part-time.

None of our employees are covered by collective bargaining agreements, and
management believes that its relationships with its employees are good.


RISK FACTORS

The more prominent risks and uncertainties inherent in our business are
described below. However, additional risks and uncertainties may also
impair our business operations. If any of the following risks actually
occur, our business, financial condition or results of operations will
likely suffer. Any of these or other factors could harm our business and
future results of operations and may cause you to lose all or part of your
investment.


RISKS RELATING TO OUR BUSINESS

---------------------------------------------------------------------------
WE MAY CONTINUE TO BE UNPROFITABLE AND MAY NOT GENERATE PROFITS TO CONTINUE
OUR BUSINESS PLAN.
---------------------------------------------------------------------------

We have historically lost money.   As of December 31, 2005, we had
$248,640 in retained earnings.  There is a risk that our medical and
technical staffing services businesses will fail.   If our business plan is
not successful, we will likely be forced to curtail or abandon our business
plan.  If this happens, investors could lose their entire investment in our
Common Stock.

                                     11

---------------------------------------------------------------------------
OUR AUDITORS HAVE EXPRESSED AN OPINION THAT THERE IS SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
---------------------------------------------------------------------------

Our auditors have expressed an opinion that there is substantial doubt
about our ability to continue as a going concern primarily because we have
yet to generate sufficient working capital to support our operations and
our ability to pay outstanding employment taxes. Our most recent financial
statements have been prepared assuming that we will continue as a going
concern. The financial statements do not include any adjustments that might
result from our inability to continue as a going concern. If we are unable
to continue as a going concern, investors will lose their entire investment
in our Common Stock.

---------------------------------------------------------------------------
OUR OPERATIONS ARE RECENTLY ACQUIRED WHICH MEANS THAT WE HAVE A LIMITED
OPERATING HISTORY UPON WHICH YOU CAN BASE YOUR INVESTMENT DECISION
---------------------------------------------------------------------------

Prior to August 2003, we were a development stage company. Although we were
incorporated only five years ago, we have undergone a number of changes in
our business strategy and organization.  In August 2003, we entered the
payroll nurse staffing and homecare business.  We adjusted our business
strategy again in November 2005 by broadening our service offerings to
include medical and technical staffing and to focus our activities on
growing profitable operations.  We have begun to implement this strategy by
acquiring iTech and DCI.

The operations of iTech and DCI, which will represent our entire business
for the foreseeable future, were acquired in November 2005.  Accordingly,
we have a limited operating history upon which an evaluation of our
prospects can be made.  Our strategy is unproven and the revenue and income
potential from our strategy is unproven. We may encounter risks and
difficulties frequently encountered by companies that have grown rapidly
through acquisition, including the risks described elsewhere in this
section. Our business strategy may not be successful and we may not be able
to successfully address these risks.  If we are unsuccessful in the
execution of our current strategic plan, we could be forced to reduce or
cease our operations.   If this happens, investors could lose their entire
investment in our Common Stock.

---------------------------------------------------------------------------
WE WILL REQUIRE SIGNIFICANT ADDITIONAL CAPITAL TO REPAY MONIES BORROWED BY
US, CONTINUE OUR BUSINESS OPERATIONS AND PURSUE OUR GROWTH STRATEGY.
---------------------------------------------------------------------------
We have sold $3,075,000 in secured convertible notes and have agreed to
sell an additional $625,000 of secured convertible notes to the note
investors.  We do not currently have enough capital to repay any of these
amounts and we may never generate enough revenue to repay the amounts owed.
As a result, we could be forced to curtail or abandon our business plan,
making any investment in our Common Stock worthless.

Our continued operations and growth strategy depend on our ability to
access the capital markets.  There can be no assurance that capital from
outside sources will be available, or if such financing is available, that
it will be on terms that management deems sufficiently favorable.  If we
are unable to obtain additional financing upon terms that management deems
sufficiently favorable, or at all, it would have a material adverse impact
upon our ability to continue our business operations and pursue our growth
strategy.    In the event we do not raise additional capital, it is likely
that our growth will be restricted and that we may be forced to scale back
or curtail implementing our business plan.  If this happens, investors
would likely experience a devaluing of our Common Stock.


                                     12

---------------------------------------------------------------------------
WE MAY BE FORCED TO SELL SHARES OF COMMON STOCK AND/OR ENTER INTO
ADDITIONAL CONVERTIBLE NOTE FINANCING AGREEMENTS IN ORDER TO REPAY AMOUNTS
OWED AND CONTINUE OUR BUSINESS PLAN.
---------------------------------------------------------------------------

Assuming the sale of all of our secured convertible notes, we will owe
approximately $3,700,000 to the holders of the notes (not including any
accrued interest).   Additionally, we still owe approximately $236,445
under a promissory note with Abundant, which we have agreed to guarantee as
part of the disposition of Marathon, and approximately $218,180 under a SBA
loan and line of credit, which was assumed by Marathon as part of the
disposition of Marathon (but with respect to which the lender claims we
remain liable).  We may be forced to raise additional funds to repay these
amounts through the issuance of equity, equity-related or convertible debt
securities. The issuance of additional common stock dilutes existing
stockholdings. Additionally, in furtherance of our convertible secured note
transaction, we may issue additional shares of common stock throughout the
term, and accordingly, our stockholders may experience significant
dilution. Further procurement of additional financing through the issuance
of equity, equity-related or convertible debt securities or preferred stock
may further dilute existing stock.  The perceived risk of dilution may
cause the holders of our secured convertible notes, as well as other
holders, to sell their shares, which would contribute to downward movement
in the price of your shares.  Additionally, if such additional shares are
issued, investors would likely experience a devaluing of our Common Stock.

---------------------------------------------------------------------------
WE HAVE PLEDGED ALL OF OUR ASSETS TO EXISTING CREDITORS
---------------------------------------------------------------------------

Our secured convertible notes are secured by a lien on substantially all of
our assets, including our equipment, inventory, contract rights,
receivables, general intangibles, and intellectual property. A default by
us under the secured convertible notes would enable the holders of the
notes to take control of substantially all of our assets.  The holders of
the secured convertible notes have no operating experience in our industry
and if we were to default and the note holders were to take over control of
our Company, they could force us to substantially curtail or cease our
operations.   If this happens, investors could lose their entire investment
in our Common Stock.

iTech and DCI, our principal operating subsidiaries, have pledged
substantially all of their accounts receivable to secure the payment of
accounts receivable sold under a factoring agreement with Systran Financial
Services Corporation ("Systran").  The factoring agreement provides for
iTech and DCI to sell their accounts receivables to Systran at a discount
of 1.5%.  If Systran is unable to collect our accounts receivable purchased
from us, they could take control of all of our accounts receivable, which
would substantially reduce our working capital and could force us to
curtail or abandon our business plan. If this happens, investors could lose
their entire investment in our Common Stock.


                                     13

In addition, the existence of these asset pledges to the holders of  the
secured convertible notes and to Systran will make it more difficult for us
to obtain additional financing required to repay monies borrowed by us,
continue our business operations and pursue our growth strategy.

---------------------------------------------------------------------------
THE SECURED CONVERTIBLE NOTES BECOME IMMEDIATELY DUE AND PAYABLE UPON
DEFAULT AND WE MAY BE REQUIRED TO PAY AN AMOUNT IN EXCESS OF THE
OUTSTANDING AMOUNT DUE UNDER OF THE SECURED CONVERTIBLE NOTES, AND WE MAY
BE FORCED TO SELL ALL OF OUR ASSETS.
---------------------------------------------------------------------------

The secured convertible notes become immediately due and payable upon an
event of default including:

     -    failure to obtain effectiveness of the registration statement
          covering the resale of the shares of our Commons Stock issuable
          upon conversion of the secured convertible notes and exercise of
          the warrants on or before September 15, 2006  (or October 10,
          2006 if the Company is making good faith efforts to respond to
          Securities and Exchange Commission comments with respect to the
          registration statement);
     -    failure to pay interest and principal payments when due;
     -    a breach by us of any material covenant or term or condition of
          the secure convertible notes or any agreement made in connection
          therewith;
     -    a breach by us of any material representation or warranty made in
          the 2005 securities purchase agreement or in any agreement made
          in connection therewith;
     -    we make an assignment for the benefit of our creditors, or a
          receiver or trustee is appointed for us;
     -    the entering of any money judgment, writ or similar process
          against us or any of our subsidiaries or any of our property or
          other assets for more than $50,000;
     -    any form of bankruptcy or insolvency proceeding is instituted by
          or against us; and
     -    our failure to timely deliver shares of Common Stock when due
          upon conversions of the secured convertible notes.

If we default on the secured convertible notes and the holders demand all
payments due and payable, we will be required to pay the holders of the
secured convertible notes an amount equal to the greater of (x) 130% times
the sum of the outstanding amount of the secured convertible notes per
month plus accrued and unpaid interest on the secured convertible notes
plus additional amounts owed to the holders of the notes under the 2004
securities purchase agreement and the 2005 securities purchase agreement
and related documents or  (y) the value of the highest number of shares of
Common Stock issuable upon conversion of or otherwise pursuant to the
amount calculated under clause (x) determined based on the highest closing
price of the Common Stock during the period beginning on the date of
default and ending on the date of the payment described herein.   We do not
currently have the cash on hand to repay this amount.  If we are unable to
raise enough money to cover this amount we may be forced to restructure,
file for bankruptcy, sell assets or cease operations.    If any of these
events happen, investor could lose their entire investment in our Common
Stock.

---------------------------------------------------------------------------
WE MAY BE SUBJECT TO LIQUIDATED DAMAGES IN THE AMOUNT OF 3% OF THE
OUTSTANDING AMOUNT OF THE SECURED CONVERTIBLE NOTES PER MONTH PLUS ACCRUED
AND UNPAID INTEREST ON THE SECURED CONVERTIBLE NOTES FOR BREACHES BY US OF
OUR REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS UNDER THE 2005
SECURITIES PURCHASE AGREEMENT.
---------------------------------------------------------------------------



                                     14

In the 2005 securities purchase agreement relating to our secured
convertible notes, we made certain representations and warranties and
agreed to certain covenants that are customary for securities purchase
agreements.  In the event that we breach those representations, warranties
or covenants, we will be subject to liquidated damages in the amount of 3%
of the outstanding amount of the secured convertible notes, per month, plus
accrued and unpaid interest on the notes for such breaches.  As of the
April 30, 2006, the outstanding amount of the secured convertible notes was
$3,075,000.   We have not previously been required to pay any liquidated
damages, however if we do breach the representations, warranties or
covenants, we will be forced to pay liquidated damages to the note holders.
If we do not have enough cash on hand to cover the amount of the liquidated
damages, we could be forced to sell part or all of our assets, which could
force us to scale back our business operations.  If this happens, investors
would likely experience a devaluing of our Common Stock.

---------------------------------------------------------------------------
WE ARE HEAVILY DEPENDENT ON THE OPERATIONS OF DCI FOR OUR REVENUES, WHICH
ITSELF IS HIGHLY DEPENDENT ON THE STATE OF CALIFORNIA AS ITS MAJOR
CUSTOMER.
---------------------------------------------------------------------------

We anticipate approximately 90% of our revenues for the foreseeable future
will come from the operations of DCI, which we acquired in November, 2005.
Approximately 95% of DCI's revenue comes from the State of California.
DCI's agreements with the State of California do not provide for a minimum
purchase commitment of our services and can be terminated by the State at
any time on 30 days' notice.  Our dependence on the State of California as
our major customer subjects us to significant financial risks in the
operation of our business if the State of California were to terminate or
materially reduce, for any reason, its business relationship with us.
Further, the State of California is subject to unique political and
budgetary constraints and has special contracting requirements that may
affect our ability to obtain additional contacts.  In addition, future
sales to the State of California and other governmental agencies, if any,
will depend on our ability to meet government contracting requirements,
certain of which may be onerous or impossible to meet, resulting in our
inability to obtain a particular contract. Common requirements in
government contracts include bonding; provisions permitting the purchasing
agency to modify or terminate, at will, the contract without penalty; and
provisions permitting the agency to perform investigations or audits of our
business practices.  If we are unable to maintain our contracts in the
State of California and/or gain new contracts in California and elsewhere,
we could be forced to curtail or abandon our business plan.   If this
happens, investors could lose their entire investment in our Common Stock.

---------------------------------------------------------------------------
WE HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT OUR TEMPORARY
HEALTHCARE PROFESSIONALS SHOULD BE CLASSIFIED AS EMPLOYEES AND NOT
INDEPENDENT CONTRACTORS
---------------------------------------------------------------------------

We have received notice from the Internal Revenue Service (the "IRS") that
the IRS had concluded that our subsidiary DCI was a third-party payer to
and thus employer of a pharmacist who provided services to DCI's client,
the California Department of Corrections.  Although the IRS notice applies
only to the case of the individual pharmacist, if unchanged, it could
require DCI to classify other pharmacists and nurses in its registry who
provide services to DCI's clients as employees of DCI.  Accordingly,
compensation payable to such pharmacists and nurses would be subject to
federal income tax withholding, Federal Insurance Contributions Act (FICA)
tax, and Federal Unemployment Tax Act (FUTA) tax.   This result would have
a material adverse effect on our business, financial condition and results
of operations.  The Company is evaluating its response to the IRS notice



                                     15

---------------------------------------------------------------------------
WE FACE SIGNIFICANT COMPETITION FOR OUR SERVICES AND AS A RESULT, WE MAY BE
UNABLE TO COMPETE IN THE MEDICAL AND TECHNICAL STAFFING INDUSTRIES.
---------------------------------------------------------------------------

We face significant competition for our staffing services. The markets for
our services are intensely competitive and we face significant competition
from a number of different sources. Several of our competitors have
significantly greater name recognition as well as substantially greater
financial, technical, service offerings, product development and marketing
resources than we do.  Additionally, competitive pressures and other
factors may result in price or market share erosion that could have a
material adverse effect on our business, results of operations and
financial condition.

---------------------------------------------------------------------------
THERE IS A SHORTAGE OF WORKERS IN THE HEALTHCARE INDUSTRY THAT MAY IMPEDE
OUR ABILITY TO ACQUIRE QUALIFIED HEALTHCARE PROFESSIONALS FOR OUR CONTINUED
GROWTH.
---------------------------------------------------------------------------

Presently, the healthcare industry is experiencing a growing shortage of
healthcare professionals.  As the operations of DCI are in part based on
the placement of healthcare professionals, there can be no assurance that
we will be able to acquire qualified healthcare professionals to meet our
growing needs. Any shortage in the number of professionals in the
healthcare industry could impede the Company's ability to place such
healthcare professionals into jobs and/or impede our growth rate. If we are
unable to find qualified healthcare professionals to place in jobs, it
would prevent us from continuing our current business strategy.   If this
happens, investors would likely experience a devaluing of our Common Stock.

---------------------------------------------------------------------------
WE ARE ACTIVELY SEEKING TO ACQUIRE COMPANIES RELATED TO OUR BUSINESS
OPERATIONS, BUT OUR EFFORTS MAY NOT MATERIALIZE INTO DEFINITIVE AGREEMENTS.
---------------------------------------------------------------------------

Our business model is dependent upon growth through acquisition of other
staffing service providers. We completed the acquisition of iTech and DCI
in November 2005.  Although we currently have no commitments with respect
any other acquisitions, we expect to continue making acquisitions that will
enable us to expand our staffing services and build our customer base.
There can be no assurance that we will be successful in identifying
suitable acquisition candidates or in coming to definitive terms with
respect to any negotiations which we may enter into, or, assuming that we
reach definitive agreements, that we will close the acquisitions.  In the
event that we do not reach any additional definitive agreements or close
any additional acquisitions, our expansion strategy will not proceed as
intended which will have a material adverse effect on our growth.

---------------------------------------------------------------------------
OUR FUTURE ACQUISITIONS, IF ANY, MAY BE COSTLY AND MAY NOT REALIZE THE
BENEFITS ANTICIPATED BY US.
---------------------------------------------------------------------------
We may engage in future acquisitions, which may be expensive and time-
consuming and from which we may not realize anticipated benefits. We may
acquire additional businesses, technologies, products and services if we
determine that these additional businesses, technologies, products and
services are likely to serve our strategic goals. We currently have no
commitments or agreements with respect to any acquisitions. The specific
risks we may encounter in these types of transactions include the
following:

                                     16

     -    Potentially dilutive issuances of our securities, the incurrence
          of debt and contingent liabilities and amortization expenses
          related to intangible assets, which could adversely affect our
          results of operations and financial conditions;
     -    The possible adverse impact of such acquisitions on existing
          relationships with third-party partners and suppliers of
          services;
     -    The possibility that staff or customers of the acquired company
          might not accept new ownership and may transition to different
          technologies or attempt to renegotiate contract terms or
          relationships;
     -    The possibility that the due diligence process in any such
          acquisition may not completely identify material issues
          associated with product quality, intellectual property issues,
          key personnel issues or legal and financial contingencies; and
     -    Difficulty in integrating acquired operations due to geographical
          distance, and language and cultural differences.

A failure to successfully integrate acquired businesses for any of these
reasons could have a material adverse effect on our results of operations.

---------------------------------------------------------------------------
WE MAY BE UNABLE TO MANAGE OUR GROWTH.
---------------------------------------------------------------------------

Any growth that we experience is expected to place a significant strain on
our managerial and administrative resources.  We have limited employees who
perform management or administrative functions.  Further, if our business
grows, we will be required to manage multiple relationships with various
clients, healthcare professionals and third parties.  These requirements
will be exacerbated in the event of further growth.  There can be no
assurance that our other resources such as our systems, procedures or
controls will be adequate to support our growing operations or that we will
be able to achieve the rapid execution necessary to successfully offer our
services and implement our business plan.   Assuming that our business
grows, our future success will depend on our ability to add additional
management and administrative personnel to help compliment our current
employees as well as other resources.  If we are unable to add additional
managerial and administrative resources, it will prevent us from continuing
our business plan, which calls for expanding our operations, and could have
an adverse effect on the value of our Common Stock.

---------------------------------------------------------------------------
WE HEAVILY DEPEND ON OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR, DAVID
WALTERS AND OUR DIRECTOR KEITH MOORE.
---------------------------------------------------------------------------
The success of the Company heavily depends upon the personal efforts and
abilities of David Walters and Keith Moore. Mr. Walters serves as the
Company's Chief Executive Officer and Director and Keith Moore serves as
our Director and together they are primarily responsible for the operation
of the Company's wholly owned subsidiaries iTech and DCI.  If either were
to leave unexpectedly, we may not be able to execute our business plan. Our
future performance depends in significant part upon the continued service
of Mr. Walters and Mr. Moore as they have acquired specialized knowledge
and skills with respect to our business. Additionally, because we have a
relatively small number of employees when compared to other leading
companies in the same industry, our dependence on maintaining our
relationship with Mr. Walters and Mr. Moore is particularly significant.
We cannot be certain that we will be able to retain Mr. Walters or Mr.
Moore in the future. The loss of Mr. Walters or Mr. Moore could have a
material adverse effect on our business and operations and cause us to
expend significant resources in finding a replacement, which could cause
the value of our Common Stock to decline or become worthless.


                                     17


---------------------------------------------------------------------------
DAVID WALTERS AND KEITH MOORE CAN VOTE AN AGGREGATE OF 83.9% OF OUR COMMON
STOCK AND CAN EXERCISE CONTROL OVER CORPORATE DECISIONS INCLUDING THE
APPOINTMENT OF NEW DIRECTORS.
---------------------------------------------------------------------------
David Walters and Keith Moore can vote an aggregate of 8,283,334 shares (or
83.9%) of our outstanding Common Stock.  Accordingly, Mr. Walters and Mr.
Moore will exercise control in determining the outcome of all corporate
transactions or other matters, including the election of directors,
mergers, consolidations, the sale of all or substantially all of our
assets, and also the power to prevent or cause a change in control.  All of
our other stockholders are minority stockholders and as such will have
little to no say in the direction of the Company and the election of
Directors.  Additionally, it will be difficult if not impossible for
stockholders to remove Mr. Walters and Mr. Moore as Directors of the
Company, which will mean they will remain in control of who serves as
officers of the Company as well as whether any changes are made in the
Board of Directors.

---------------------------------------------------------------------------
OUR RESULTS OF OPERATIONS HAVE FLUCTUATED IN THE PAST AND AS A RESULT, THE
RESULTS OF ONE QUARTER MAY NOT BE INDICATIVE OF OUR YEARLY RESULTS, MAKING
ANY INVESTMENT IN US SPECULATIVE.
---------------------------------------------------------------------------

Our quarterly operating results and revenue has historically fluctuated in
the past and may do so in the future from quarter to quarter and period to
period, as a result of a number of factors including, without limitation:

     -    the size and timing of orders from clients;

     -    changes in pricing policies or price reductions by us or our
          competitors;

     -    changes in revenue recognition or other accounting guidelines
          employed by us and/or established by the Financial Accounting
          Standards Board or other rule-making bodies;

     -    our success in expanding our sales and marketing programs;

     -    execution of or changes to Company strategy;

     -    personnel changes; and

     -    general market/economic factors.

     -    Due to all of the foregoing factors, it is possible that our
          operating results may be below the expectations of public market
          analysts and investors. In such event, the price of our Common
          Stock would likely decline and any investment in us could become
          worthless.

---------------------------------------------------------------------------
WE FACE POTENTIAL LIABILITY FOR SECURITY BREACHES RELATING TO OUR
TECHNOLOGY.
---------------------------------------------------------------------------

We face the possibility of damages resulting from internal and external
security breaches, and viruses. The systems with which we may interface,
such as the Internet and related systems may be vulnerable to security
breaches, viruses, programming errors, or similar disruptive problems. The
effect of these security breaches and related issues could reduce demand
for our services. Accordingly, we believe that it is critical that these
facilities and related infrastructures not only be secure, but also be
viewed by our customers as free from potential breach. Maintaining such
standards, protecting against breaches and curing security flaws, may
require us to expend significant capital.


                                     18


RISKS RELATING TO OUR CURRENT FINANCING ARRANGEMENT

---------------------------------------------------------------------------
IF THE REGISTRATION STATEMENT COVERING THE RESALE OF THE SHARES OF OUR
COMMON STOCK ISSUABLE UPON CONVERSION OF THE SECURED CONVERTIBLE NOTES AND
EXERCISE OF THE WARRANTS IS NO DECLARED EFFECTIVE BEFORE SEPTEMBER 15,
2006, WE MAY BE FORCED TO INCUR SUBSTANTIAL PENALTIES.
---------------------------------------------------------------------------

The Company is subject to a $53,000 per month penalty payable to the
secured convertible note holders, if the registration statement fails to
become effective on or before September 15, 2006  (or October 10, 2006 if
the Company is making good faith efforts to respond to Securities and
Exchange Commission comments with respect to the registration statement).
If this penalty becomes payable, the Company will likely be forced to pay
this amount out of the proceeds of the sale of the secured convertible
notes.  This will likely have a materially adverse affect on the Company's
financial condition, and could force the Company to curtail its business
plan.

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

THE ISSUANCE AND SALE OF COMMON STOCK UNDERLYING THE SECURED CONVERTIBLE
NOTES AND THE WARRANTS MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

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

As of May 12, 2006, we had 9,869,361 shares of Common Stock issued and
outstanding.  We plan to register the shares of Common Stock issuable upon
conversion of $3,700,000 of secured convertible notes and related warrants
(7,400,000 shares as of May 12, 2006). As sequential conversions and sales
take place, the price of our Common Stock may decline, and as a result, the
holders of the secured convertible notes could be entitled to receive an
increasing number of shares, which could then be sold, triggering further
price declines and conversions for even larger numbers of shares, to the
detriment of the investors in this Offering.  All of the shares issuable
upon conversion of the secured convertible notes and upon exercise of the
warrants, may be sold without restriction. The sale of these shares may
adversely affect the market price of our Common Stock.

---------------------------------------------------------------------------
THE ISSUANCE AND SALE OF COMMON STOCK UNDERLYING THE SECURED CONVERTIBLE
NOTES AND THE WARRANTS REPRESENT OVERHANG.
---------------------------------------------------------------------------
In addition, the Common Stock issuable upon conversion of the secured
convertible notes and exercise of the warrants may represent overhang that
may also adversely affect the market price of our Common Stock.  Overhang
occurs when there is a greater supply of a company's stock in the market
than there is demand for that stock.  When this happens the price of the
company's Common Stock will decrease, and any additional shares which
shareholders attempt to sell in the market will only decrease the share
price even more.  The secured convertible notes may be converted at a
conversion price of $0.50 per share, as of May 12, 2006.  Warrants to
purchase 5,556 shares of our Common Stock may be exercised at a price of
$40.50 per share and warrants to purchase 143,056 shares of our Common
Stock may be exercised at a price of $9.00 per share.  As of May 12, 2006,
the market price for one share of our Common Stock was $1.00.    Therefore,
the secured convertible notes and warrants may be converted into Common
Stock at a discount to the market price, providing holders with the ability
to sell their Common Stock at or below market and still make a profit.  In
the event of such overhang, holders will have an incentive to sell their
Common Stock as quickly as possible.  If the share volume of the Company's
Common Stock cannot absorb the discounted shares, the market price per
share of our Common Stock will likely decrease.


                                     19

---------------------------------------------------------------------------
THE ISSUANCE OF COMMON STOCK UNDERLYING THE SECURED CONVERTIBLE NOTES AND
THE WARRANTS WILL CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION.
---------------------------------------------------------------------------
The issuance of Common Stock upon conversion of the secured convertible
notes and exercise of the warrants by the holders of the notes and warrants
will result in immediate and substantial dilution to the interests of other
stockholders since the note holders may ultimately receive and sell the
full amount issuable on conversion or exercise.  Although the note holders
may not convert their secured convertible notes and/or exercise their
warrants if such conversion or exercise would cause them to own more than
4.9% of our outstanding Common Stock, this restriction does not prevent the
note holders from converting and/or exercising some of their holdings,
selling those shares, and then converting the rest of their holdings, while
still staying below the 4.9% limit.  In this way, the note holders could
sell more than this limit while never actually holding more shares than
this limit allows.  If the note holders choose to do this it will cause
substantial dilution to the holders of our Common Stock.

---------------------------------------------------------------------------
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED
CONVERTIBLE NOTES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER
OF SHARES, WHICH MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK
AND CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.
---------------------------------------------------------------------------
Our existing stockholders will experience substantial dilution of their
investment upon conversion of the secured convertible notes and exercise of
the warrants by the holders thereof.  The secured convertible notes are
convertible into shares of our Common Stock at the lesser of $0.90 or 50%
of the average of the three lowest trading prices of our Common Stock
during the 20 trading day period ending one trading day before the date
that a holder sends us a notice of conversion.  If converted on May 12,
2006, the secured convertible notes would be convertible into approximately
7,400,000 shares of Common Stock based upon a conversion price of $0.50.
The number of shares issuable could prove to be significantly greater in
the event of a decrease in the trading price of our Common Stock that would
cause dilution to our existing stockholders.  The sale of shares of Common
Stock issuable upon conversion of the secured convertible notes and
exercise of the warrants may adversely affect the market price of our
Common Stock.  As sequential conversions and sales take place, the price of
our Common Stock may decline and if so, the holders of secured convertible
notes would be entitled to receive an increasing number of shares, which
could then be sold, triggering further price declines and conversions for
even larger numbers of shares, which would cause additional dilution to our
existing stockholders.  Additionally, there are no provisions in the 2005
securities purchase agreement, the secured convertible notes, the warrants,
or any other document which restrict the holders' ability to sell short our
Common Stock, which they could do to decrease the price of our Common Stock
and increase the number of shares they would receive upon conversion and
thereby further dilute other stockholders.


                                     20

The following is an example of the amount of shares of our Common Stock
that are issuable upon conversion of the secured convertible notes based on
conversion prices that are 25%, 50% and 75% below the conversion price as
of May 12, 2005 of $0.50.

Percentage Below Conversion Price as of April 10, 2006 Estimated

<Table>
<Caption>

     Percentage
     Below                              Approximate         % of
     Conversion     Estimated           Number              Outstanding
     Price as of    Conversion          of Shares           Common
     April 10, 2006 Price               Issuable (1)        Stock (1) (2)
     -------------- -----------         ------------        ---------------
     <S>            <C>                 <C>                 <C>
     25%            $0.375              9,866,667           50.0%
     50%            $0.25               14,800,000          60.0%
     75%            $0.125              29,600,000          75.0%

</Table>

(1)  Includes shares of Common Stock issuable upon conversion of the
secured convertible notes.  Does not include 148,611 shares of Common Stock
issuable upon exercise of outstanding warrants.

(2)  As of May 12, 2005, we had 9,869,361 shares of Common Stock issued and
outstanding.

As illustrated, the number of shares of Common Stock issuable upon
conversion of the secured convertible notes will increase if the conversion
price of our Common Stock declines, which will cause dilution to our
existing stockholders.


---------------------------------------------------------------------------
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF THE SECURED
CONVERTIBLE NOTES MAY ENCOURAGE INVESTORS, INCLUDING THE NOTE HOLDERS, TO
SELL SHORT OUR COMMON STOCK, WHICH COULD HAVE A DEPRESSIVE EFFECT ON THE
PRICE OF OUR COMMON STOCK.
---------------------------------------------------------------------------

The secured convertible notes are convertible into shares of our Common
Stock at the lesser of $0.90 or 50% of the average of the three lowest
trading prices of our Common Stock during the 20 trading day period ending
one trading day before the date that a holder sends us notice of
conversion.  The significant downward pressure on the price of our Common
Stock as the note holders convert and sell material amounts of our Common
Stock could encourage investors, including the selling stockholders, to
short sell our Common Stock.  This could place further downward pressure on
the price of our Common Stock.  In addition, not only the sale of shares
issued upon conversion of the secured convertible notes or exercise of the
warrants, but also the mere perception that these sales could occur, may
adversely affect the market price of our Common Stock.

                                     21

---------------------------------------------------------------------------
WE MUST SATISFY CERTAIN CONDITIONS BEFORE THE INVESTORS ARE OBLIGATED TO
PURCHASE THE REMAINING SECURED CONVERTIBLE NOTES AND WARRANTS.
---------------------------------------------------------------------------
As of May 12, 2006, we had issued to the secured convertible note investors
$3,075,000 aggregate principal amount of secured convertible notes,
warrants to purchase 5,556 shares of our Common Stock at $40.50 per share,
and warrants to purchase 143,056 shares of our Common Stock at $9.00 per
share.   The investors are required to purchase an additional $625,000
principal amount of secured convertible notes and warrants to purchase
2,222 shares of our Common Stock at $40.50 per share and warrants to
purchase 23,611 shares of Common Stock at $9.00 per share five days
following the date that the registration statement for the resale of the
shares of common stock issuable upon conversion of the secured convertible
notes and exercise of the warrants is declared effective by the Securities
and Exchange Commission and conditioned upon certain other conditions,
including: (i) the Company's representations and warranties contained in
the 2005 securities purchase agreement being true and correct in all
material respects on the date when made and as of the date of such
purchase; (ii) the Company having performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by
the 2005 agreement; (iii) there being no litigation, statute, rule,
regulation, executive order, decree, ruling or injunction that has been
enacted, entered, promulgated or endorsed by or in any court or government
authority of competent jurisdiction or any self-regulatory organization
having requisite authority which prohibits the transactions contemplated by
the 2005 agreement; (iv) no event having occurred which could reasonably be
expected to have a material adverse effect on the Company; and (v) the
shares of Common Stock issuable upon conversion of the secured convertible
notes and exercise of the warrants having been authorized for quotation on
the OTC Bulletin Board and trading in our Common Stock on the OTC Bulletin
Board having not been suspended by the Securities and Commission or the OTC
Bulletin Board.

If the registration statement is not declared effective within the agreed-
upon time frame or we fail to satisfy these additional conditions, the
investors have no obligation to purchase the remaining secured convertible
notes and warrants.   If the investors do not purchase the remaining
secured convertible notes and warrants, the Company may be required to
curtail or abandon its business plan, which would decrease the value of our
Common Stock.

---------------------------------------------------------------------------
THE NOTE HOLDERS MAY EXPLOIT A MAJOR ANNOUNCEMENT MADE BY THE COMPANY TO
CONVERT THE SECURED CONVERTIBLE  NOTES AT A PRICE SUBSTANTIALLY LOWER THEN
THE CONVERSION PRICE WOULD BE OTHERWISE.
---------------------------------------------------------------------------

Under the terms of the secured convertible notes, the conversion price
which the note holders must pay is changed after major announcements by the
Company, discussed below.  In the event the Company makes a major
announcement, the conversion price of the secured convertible notes is
equal to the lower of the conversion price that would be in effect on the
date the announcement is made or the current conversion price at the time
the note holders wish to convert.  Therefore, if the Company's stock price
was to increase substantially after a major announcement the note holders
could still convert the secured convertible notes the lower price which
applied before the announcement.  In this way, the note holders could hold
shares of Common Stock worth much more then the note holders originally
paid for them.  Therefore, the note holders could sell the shares at a
price lower then the current market prices, still making a profit on their
investment which would drive down the price of the Common Stock.

                                     22

---------------------------------------------------------------------------
IF THE COMPANY WISHES TO MERGE OR CONSOLIDATE ITS ASSETS WITH ANOTHER
COMPANY PRIOR TO FULLY PAYING BACK THE SECURED CONVERTIBLE NOTES, IT COULD
LEAD TO A DEFAULT UNDER THE NOTES, MAKING THEM IMMEDIATELY DUE.
---------------------------------------------------------------------------
Under the terms of the secured convertible notes, any sale, conveyance or
disposition of all or substantially all of the assets of the Company in
which more than 50% of the voting power of the Company is disposed of, or
the consolidation, merger or other business combination of the Company
with  or  into any other entity when the Company  is  not  the  survivor
shall  either: (i) be deemed to be an event of default under the notes
which could cause the Company to pay substantial penalties, or (ii) require
the Company to get written approval by the successor entity that such
successor entity assumes the obligations of the secured convertible notes.
Additionally, if the Company makes any issuance of shares of Common Stock,
options for shares of Common Stock, or issuances any additional convertible
notes for consideration less than the conversion price then in effect, the
conversion price of the secured convertible notes will become the price the
shares or options were issued for or the price the additional convertible
notes will be convertible for.  If the Company is forced to pay penalties
under the secured convertible notes or the conversion price of the notes is
decreased substantially, the Company could be forced to curtail its
business operations or issue more shares of Common Stock, which would have
a dilutive effect on then shareholders.

RISKS RELATING TO OUR COMMON STOCK

---------------------------------------------------------------------------
THE MARKET PRICE OF OUR COMMON STOCK HISTORICALLY HAS BEEN VOLATILE.
---------------------------------------------------------------------------

The market price of our Common Stock historically has fluctuated
significantly based on, but not limited to, such factors as: general stock
market trends, announcements of developments related to our business,
actual or anticipated variations in our operating results, our ability or
inability to generate new revenues, conditions and trends in the healthcare
industry and in the industries in which our customers are engaged.

Our Common Stock is traded on the OTC Bulletin Board.  In recent years the
stock market in general has experienced extreme price fluctuations that
have oftentimes have been unrelated to the operating performance of the
affected companies.  Similarly, the market price of our Common Stock may
fluctuate significantly based upon factors unrelated or disproportionate to
our operating performance. These market fluctuations, as well as general
economic, political and market conditions, such as recessions, interest
rates or international currency fluctuations may adversely affect the
market price of our Common Stock.



---------------------------------------------------------------------------
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE COMMISSION
WHICH LIMITS THE TRADING MARKET IN OUR COMMON STOCK, MAKES TRANSACTIONS IN
OUR COMMON STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN
OUR COMMON STOCK.
---------------------------------------------------------------------------


                                     23

Our Common Stock is considered a "penny stock" as defined in Rule 3a51-1
promulgated by Commission under the Securities Exchange Act of 1934.  In
general, a security which is not quoted on NASDAQ or has a market price of
less than $5 per share where the issuer does not have in excess of
$2,000,000 in net tangible assets (none of which conditions the Company
meets) is considered a penny stock.  The Commission's Rule 15g-9 regarding
penny stocks impose additional sales practice requirements on broker-
dealers who sell such securities to persons other than established
customers and accredited investors (generally persons with net worth in
excess of $1,000,000 or an annual income exceeding $200,000 or $300,000
jointly with their spouse).  For transactions covered by the rules, the
broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction
prior to the sale.  Thus, the rules affect the ability of broker-dealers to
sell our Common Stock should they wish to do so, because of the adverse
effect that the rules have upon liquidity of penny stocks.  Unless the
transaction  is exempt under the rules, under the Securities Enforcement
Remedies  and  Penny Stock Reform Act of 1990, broker-dealers effecting
customer transactions  in  penny  stocks are required to provide their
customers with (i) a risk disclosure document; (ii) disclosure of current
bid and ask quotations if any;  (iii)  disclosure  of  the compensation of
the broker-dealer and its sales personnel  in  the  transaction; and (iv)
monthly account statements showing the market value of each penny stock
held in the customer's account.  As a result of the  "penny stock" rules,
the market liquidity for our Common Stock may be adversely affected by
limiting the ability of broker-dealers to sell our Common Stock and the
ability of purchasers to resell our Common Stock.   Additionally, the value
of the Company's securities may be adversely affected by the "penny stock"
rules, because of the additional disclosures required by broker-dealers,
which take additional time and effort from broker-dealers, decreasing the
likelihood that broker-dealers will sell the Company's Common Stock.  This
may in turn have an adverse effect on the liquidity of the Company's
securities which in turn could adversely affect the price of the Company's
securities.

In addition, various state securities laws impose restrictions on
transferring "penny stocks" and as a result, investors in the Common Stock
may have their ability to sell their shares of the Common Stock impaired.

---------------------------------------------------------------------------
THE COMPANY HAS NOT PAID ANY CASH DIVIDENDS.
---------------------------------------------------------------------------

The Company has paid no cash dividends on its Common Stock to date and it
is not anticipated that any cash dividends will be paid to holders of the
Company's Common Stock in the foreseeable future.  While the Company's
dividend policy will be based on the operating results and capital needs of
the business, it is anticipated that any earnings will be retained to
finance the future expansion of the Company.

ITEM 2. PROPERTY

The Company's executive offices are located Irvine, California where the
Company, through iTech, subleases, on a month to month basis approximately
600 square feet of space.  The Company has no written lease for this office
space.  The current monthly lease commitment is $600.


                                     24

We also have personnel who provide services to us from their home offices.
We do not subsidize home office expenses.

We believe that our current facilities are adequate for its current level
of operations and that suitable additional or alternative space will be
available as needed.

We own a variety of computers and other computer equipment for our
operational needs.  We believe that our equipment is suited for our present
needs and that additional or alternative computer equipment will be
available as needed.

ITEM 3. LEGAL PROCEEDINGS

On January 19, 2006, Community Capital Bank filed a complaint in the
Supreme Court of the State of New York (Kings County) against the Company,
Macdonald S. Tudeme (our former CEO) and Marguerite Tudeme (our former
Secretary).  The complaint seeks payment of three loans made by Community
Capital Bank having a total outstanding principal amount of $202,527.67
plus unpaid interest.  The Company believes that the Community Capital Bank
loans were made to MTM, a former subsidiary that was disposed of on
December 15, 2005 as part of our disposition of Marathon, and are
guaranteed by the Tudemes.  As a result, the Company does not believe it is
obligated to repay any amounts due under the Community Capital Bank loans.

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

There were no matters submitted to a vote of the shareholders during the
fourth quarter of the year covered by this report by a solicitation of
proxies or otherwise.

                                  PART II.


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

Our common stock currently trades on the OTC Bulletin Board under the
trading symbol "MSTF".

The high and low PRE-SPLIT trading prices, on the OTC Bulletin Board,
recorded for our common stock, for each quarter during the last two fiscal
years is set forth below:

<Table>
<Caption>
                                         Fiscal Year Ended
                             December 31, 2005        December 31, 2004
                          ------------------------ ------------------------
                               High         Low         High         Low
                          -----------  ----------- -----------  -----------
     <S>                  <C>          <C>         <C>          <C>
     Quarter 1                 $0.17        $0.01       $1.05        $0.88
     Quarter 2                 $0.06       $0.003       $0.60        $0.51
     Quarter 3                 $0.04       $0.005       $0.90        $0.28
     Quarter 4                 $0.03       $0.005       $0.30        $0.16
</Table>

The market for our common stock has been limited and the prices for our
common stock quoted by brokers are not necessarily a reliable indication of
the value of our common stock.

There are approximately 30 holders of our common stock in certificate form
according to our stockholder list and over 452 holders in street name.

There have been no cash dividends declared on our common stock since our
inception.  Dividends will be declared at the sole discretion of our Board
of Directors, provided that so long as our convertible secured notes remain
outstanding, we cannot, without the prior written consent of the holders of
the notes, directly or indirectly declare or pay any dividends, other than
dividends paid to us or any of our wholly-owned subsidiaries.

                                     25

Securities Offered for Issuance Under Equity Incentive Plans

Our 2005 Stock Incentive Plan (the "2005 Plan") was adopted by our Board of
Directors on December 1, 2006 and approved by the our stockholders on March
27, 2006.  The 2005 Plan reserves 1,111,111 shares of the Company's common
stock for grant under the plan to directors, key employees and independent
contractors who provide services to the Company.  The 2005 Plan is
administered by the Board of Directors.  Our Board of Directors, in its
sole discretion, will determine the exercise price of any options granted
under the 2005 Plan.  The exercise price of an incentive stock option
cannot be less than (i) 100% of the fair market value of the common stock
on the date of grant or (ii) in the case of an incentive stock option
granted to an individual who owns (or is deemed to own pursuant to Section
424(d) of the Internal Revenue Code), at the time of grant, stock
possessing more than 10% of the total combined voting power of all classes
of our stock (a "10% Stockholder"), 110% of the fair market value of the
common stock on the date of grant.  The exercise price of a nonqualified
stock option may be less than 100% of the fair market value of the common
stock on the date of grant; provided, however, that the exercise price of
each nonqualified stock option granted under the 2005 Plan cannot in any
event be less than the par value per share of our Common Stock.

Our Board of Directors, in its sole discretion, will determine the
expiration date of any options granted under the 2005 Plan; provided that
with respect to an incentive stock option the expiration date must be
within (i) ten years from the date of grant, or such shorter period as may
be specified by our board of directors, or (ii) in the case of 10%
Stockholder, five years from the date of grant.

The following schedule provides additional information on our equity
incentive plans:

<Table>
<Caption>

Plan Category                     Number of   Weighted-average   Number of securities
                                 Securities     exercise price    remaining available
                               to be issued     of outstanding    for future issuance
                              upon exercise  options, warrants           under equity
                             of outstanding         and rights           compensation
                          options, warrants                          plans (excluding
                             and rights (a)                     securities reflected
                                                                        in column (a)
                          -----------------  -----------------  ---------------------
<S>                       <C>                <C>                <C>
Equity compensation
plans approved by
security holders                          0                 NA              1,111,111

Equity compensation
plans not approved by
security holders                          0                 NA                     0
                          -----------------  -----------------  ---------------------
          Total                           0                 NA              1,111,111

</Table>

RECENT SALES OF UNREGISTERED SECURITIES

In November 2005, the Company issued 277,778 shares of its common stock in
consideration for services rendered by RES Holdings Corp.  The Company
claims an exemption from registration afforded by Section 4(2) of the Act
since the foregoing issuance did not involve a public offering, the
recipient took the shares for investment and not resale and the Company
took appropriate measures to restrict transfer. No underwriters or agents
were involved in the foregoing issuance and no underwriting discounts or
commissions were paid by the Company.


                                     26

In November 2005, we entered into a Securities Purchase Agreement with AJW
Partners, LLC , AJW Offshore, Ltd.,  AJW Qualified Partners, LLC and New
Millennium Capital Partners II, LLC for the sale of (i) an aggregate of
$3,000,000 of Convertible Notes that, as of May 12, 2006, could be
converted into approximately 6,000,000 shares of Common Stock at $0.50 per
share; and (ii) Warrants to purchase 166,667 shares of Common Stock at
$9.00 per share, in exchange for $1,300,000 at closing and  an additional
$1,700,000 upon satisfaction of certain conditions set forth in the
securities purchase agreement and described herein under "RISK FACTORS".
The Company claims an exemption from registration afforded by Section 4(2)
of the Act since the foregoing issuances did not involve a public offering,
the recipients had access to information that would be included in a
registration statement, took the shares for investment and not resale and
the Company took appropriate measures to restrict transfer.

In November 2005, the Company agreed to issue an aggregate of 8,283,334
shares of common stock, to two entities, 4,141,667 shares to MEL
Enterprises, Ltd., beneficially owned by Keith Moore, a Director of the
Company, and 4,141,667 shares to Monarch Bay Capital Group, LLC,
beneficially owned by the Executive Vice President of the Company and a
Director, David Walters, in connection with the iTech Acquisition.   The
Company claims an exemption from registration afforded by Section 4(2) of
the Act since the foregoing issuances did not involve a public offering,
the recipients took the shares for investment and not resale and the
Company took appropriate measures to restrict transfer. No underwriters or
agents were involved in the foregoing issuances and no underwriting
discounts or commissions were paid by the Company.


In November 2005, the Company agreed to issue 920,371 shares of its common
stock to Nite Capital ("Nite") in connection with a standby financing
commitment received on July 25, 2005.   The Company claims an exemption
from registration afforded by Section 4(2) of the Act since the foregoing
issuances did not involve a public offering, the recipients took the shares
for investment and not resale and the Company took appropriate measures to
restrict transfer. No underwriters or agents were involved in the foregoing
issuances and no underwriting discounts or commissions were paid by the
Company.

Penny Stock

Our common stock is subject to the provisions of Section 15(g) and Rule
15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), commonly referred to as the "penny stock rule." Section 15(g) sets
forth certain requirements for transactions in penny stocks, and Rule 15g-
9(d) (1) incorporates the definition of "penny stock" that is found in Rule
3a51-1 of the Exchange Act. The SEC generally defines "penny stock" to be
any equity security that has a market price less than $5.00 per share,
subject to certain exceptions. If our common stock is deemed to be a penny
stock, trading in the shares will be subject to additional sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors. "Accredited investors" are
persons with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse.  For transactions covered
by these rules, broker-dealers must make a special suitability
determination for the purchase of such security and must have the
purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt,
the rules require the delivery, prior to the first transaction, of a risk
disclosure document, prepared by the SEC, relating to the penny stock
market.  A broker-dealer also must disclose the commissions payable to both
the broker-dealer and the registered representative, and current quotations
for the securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stocks held in an account and
information on the limited market in penny stocks.  Consequently, these
rules may restrict the ability of broker-dealers to trade and/or maintain a
market in our common stock and may affect the ability of our shareholders
to sell their shares.


                                     27

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

The discussion should be read in conjunction with our consolidated
financial statements and related notes and the other financial information
included elsewhere in this report.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Except for the historical information and discussions contained herein,
statements contained in this Form 10-KSB may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995.

The forward-looking statements generally include our management's plans and
objectives for future operations, including plans, objectives and
expectations relating to our future economic performance, business
prospects, revenues, working capital, liquidity, ability to obtain
financing, generation of income and actions of secured parties not to
foreclose on our assets. The forward-looking statements may also relate to
our current beliefs regarding revenues we might earn if we are successful
in implementing our business strategies. The forward-looking statements
generally can be identified by the use of the words "believe," "intend,"
"plan," "expect," "forecast," "project," "may," "should," "could," "seek,"
"pro forma," "estimate," "continue," "anticipate" and similar words. The
forward-looking statements and associated risks may include, relate to, or
be qualified by other important factors, including, without limitation:

     -    anticipated trends in our financial condition and results of
          operations (including expected changes in our gross margin and
          general, administrative and selling expenses);
     -    our ability to finance our working capital and other cash
          requirements;
     -    our business strategy for expanding our presence in the
          information security products and services markets; and
     -    our ability to distinguish ourselves from our current and future
          competitors.

We do not undertake to update, revise or correct any forward-looking
statements. The forward-looking statements are based largely on our current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from these forward-looking statements.

Important factors to consider in evaluating forward-looking statements
include:

     -    changes in external competitive market factors or in our internal
          budgeting process that might impact trends in our results of
          operations;

     -    changes in our business strategy or an inability to execute our
          strategy due to unanticipated changes in the markets; and

     -    various other factors that may prevent us from competing
          successfully in the marketplace.


                                     28

OVERVIEW

We provide medical and technical staffing services to both commercial and
government sector customers.  We are focused on building a nationally
recognized medical staffing company by growing our current customer bases,
expanding our service offerings, and acquiring and growing profitable
staffing services companies.

We operate our medical staffing services business through our wholly owned
subsidiary Drug Consultants, Inc.  DCI furnishes personnel to perform a
range of pharmacy technician, nursing and other health care services in
support of the operations of government and commercial facilities,
including its largest client, the State of California (which accounted for
approximately 95% of DCI's 2005 revenue). DCI currently operates under
three master contracts with the State of California.  The master contracts
are for terms of three years and currently expire between June 30, 2006 and
September 30, 2007.  Historically, DCI has been able to obtain replacement
contracts for its services to the State of California upon expiration of
its master contracts.  DCI's contracts with the State of California do not
provide for a minimum purchase commitment of our services and can be
terminated by the State at any time on 30 days' notice.

We operate our technical staffing services through our wholly owned
subsidiary, iTechexpress, Inc.  iTech places technicians into technical
jobs on a national basis.  iTech has performed IT and staffing services for
clients such as Best Buy, Equant NV and Office Depot.

Our revenues generally consist of fees received from clients to whom we
provide temporary healthcare professionals or technicians.

Our costs of revenue generally consist of amounts paid to the temporary
healthcare professionals and technicians who provide services to our
clients.

On November 4, 2005, we acquired 100% of the issued and outstanding shares
of iTechexpress, Inc. in exchange for shares of our Common Stock
representing approximately 93% of our outstanding Common Stock after
issuance. As a result, we have accounted for the iTech acquisition as a
reverse takeover of the Company by the shareholders of iTech and a
recapitalization of iTech.  Accordingly, our consolidated financial
statements represent a continuation of iTech and the discussion below
relates to the financial results of iTech.

COMPARISON OF OPERATING RESULTS

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMEBR 31, 2005 COMPARED TO THE
YEAR ENDED DECEMBER 31, 2004

Revenues for the year ended December 31, 2005 were $1,851,148. This is an
increase of approximately 266% over revenues of $505,237 realized for 2004.
This increase in revenues is attributable to the acquisition of DCI in
November 2005 and inclusion of DCI's results of operations in our 2005
revenues.



                                     29

Costs of revenues for the year ended December 31, 2005 were $1,154,862,
which is an increase of approximately 424% over the $220,383 in costs of
revenues for 2004. This increase in costs of revenues is attributable to
the acquisition of DCI in November 2005 and inclusion of DCI's results of
operations in our 2005 costs of revenues.

Based on the above, the Company realized a gross profit for the year ended
December 31, 2005 of $696,286, versus a gross profit for 2004 of $284,854.

General and Administrative (G&A) operating expenses for the year ended
December 31, 2005 were $1,248,994. This is an increase in G&A expenses of
approximately 552% over the $191,297 in G&A operating expenses in 2004.
This increase is primarily attributable to the acquisition of DCI in
November 2005 and inclusion of DCI's results of operations in our 2005 G&A
operating expenses and costs associated with the acquisition of iTech and
DCI.

As a result, the Company had a net operating loss for the year ended
December 31, 2005 of $577,531 compared to the 2004 operating profit of
$44,386.

The Company had other income of $876,762 for the year ended December
31, 2005, versus $3,943 of other expenses for 2004. The increase in other
expenses is primarily attributable to a change in the fair value of
derivative and warrant liabilities relating to our outstanding
convertible secured notes.

As a result, our net income for the year ended December 31, 2005 was
$299,231 versus net income of $29,380 for 2004.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2005, we had negative net working capital of
$374,520.  Our current assets of $1,777,980 consisted of cash
and cash equivalents of $1,041,433 and accounts receivable net of $736,547.
Our current liabilities of $2,152,500 consisted of accounts payable
and accrued expenses of $1,414,007; a factoring liability of
$335,132, notes payable, current of $350,394; and accounts
payable related parties of $52,967.

As of December 31, 2005, we had long-term debt of $1,196,011,
consisting of $603,401 in derivatives, $412,930 outstanding under
our convertible secured notes and $179,680 in notes payable.

Net cash provided by operating activities for the year ended December 31,
2005 was $243,191, compared to net cash provided by operations for
the 2004 of $77,814.   Our increase of cash in operating activities in 2005
is primarily attributable to our increased net profit for the period.

Net cash used in financing activities for the year ended December 31, 2005
was $1,600,000 compared with $1,949 in 2004. The increase reflects the
purchase of DCI in November 2005.


                                     30

Net cash provided by financing activities for the year ended December 31,
2005 was $2,361,078 compared with net cash used in financing activities of
$39,445 in 2004.  Cash provided by financing activities in 2005 reflects
the proceeds from our issuance of convertible secured notes and advances
from factoring of receivables.

Our consolidated financial statements are prepared using the accrual method
of accounting in accordance with GAAP, and have been prepared on a going
concern basis, which contemplates the realization of assets and the
settlement of liabilities in the normal course of business.  We had
$248,640 in retained earnings at December 31, 2005.  Our management has
taken various steps to revise its operating and financial requirements,
which it believes will be sufficient to provide the Company with the
ability to continue its operations for the next twelve months.

In view of our net working capital deficit, operating cash flow deficit,
long-term debt and the other matters described above, recoverability of a
major portion of the recorded asset amounts shown in our consolidated
balance sheet is dependent upon continued operations of the Company, which
in turn is dependent upon our ability to raise additional capital, obtain
financing and to succeed in our future operations.  The financial
statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.

We believe that our receivables factoring facility with Systran and the
proceeds of sales of convertible secured notes under the 2005 securities
purchase agreement will provide us with sufficient liquidity to meet our
capital expenditures and working capital requirements for the near term.
However, the operations of iTech and DCI, which will represent our entire
business for the foreseeable future, were acquired in November 2005.
Accordingly, we have a limited operating history upon which an evaluation
of our prospects can be made.  Our strategy is unproven and the revenue and
income potential from our strategy is unproven.   It is difficult for us to
predict future liquidity requirements with certainty and our forecast is
based upon certain assumptions, which may differ from actual future
outcomes. Over the longer term, we must successfully execute our plans to
increase revenue and income streams that will generate significant positive
cash flow if we are to sustain adequate liquidity without impairing growth
or requiring the infusion of additional funds from external sources.

We had an operating cash flow deficit in 2005.  We do not currently have
enough capital to repay our outstanding convertible secured notes and other
liabilities and we may never generate enough revenue to repay the amounts
owed.  In addition, execution of our acquisition-based growth strategy will
likely acquire significant additional capital.

As a result, our continued operations, ability to repay outstanding
liabilities and growth strategy all depend on our ability to access the
capital markets.  We do not have any commitments or identified sources of
additional capital from third parties, other than the commitment from the
convertible secure note investors and Systran mentioned above, or from its
officers, directors or majority shareholders.  There can be no assurance
that capital from outside sources will be available, or if such financing
is available, that it will be on terms that management deems sufficiently
favorable.  If we are unable to obtain additional financing upon terms that
management deems sufficiently favorable, or at all, it would have a
material adverse impact upon our ability to continue our business
operations and pursue our growth strategy.    In the event we do not raise
additional capital, it is likely that our growth will be restricted and
that we may be forced to scale back or curtail implementing our business
plan.


                                     31

RECEIVABLES FACTORING FACILITY

On November 8, 2005, iTech and DCI entered into a Factoring and Security
Agreement to sell accounts receivables to Systran Financial Services
Corporation.  The purchase price for each account sold is the face amount
of the account less a discount of 1.5%.  All accounts sold are with
recourse by Systran.  Systran may defer making payment to iTech of a
portion of the purchase price payable for all accounts purchased which have
not been paid up to 10.0% of such accounts (reserve).

CONVERTIBLE SECURED NOTES

On August 31, 2004, the Company entered into a securities purchase
agreement with four accredited investors for the sale of secured
convertible notes having an aggregate principal amount of $700,000, a 10%
annual interest rate payable quarterly, and a term of two years.  We also
agreed to sell warrants to purchase up to an aggregate of 700,000 shares of
our Common Stock at $0.45 per share.  We only sold $500,000 principal
amount of secured convertible notes under the 2004 agreement.  As a result,
we sold to the investors warrants to purchase up to an aggregate of 5,556
shares of our Common Stock at $40.50 per share.   The investors have agreed
to purchase the remaining $200,000 commitment under the terms of our 2005
securities purchase agreement with the investors.

On November 4, 2005, we entered into an additional securities purchase
agreement with the same accredited investors, for the sale of  secured
convertible notes having an aggregate principal amount of $3,000,000, an 8%
annual interest rate (payable quarterly), and a term of three years.  We
also agreed to sell warrants to purchase up to an aggregate of 15,000,000
shares of our Common Stock at $0.10 per share.

As of May 12, 2006, we had issued under the two securities purchase
agreements:

     -    $3,075,000 aggregate principal amount of secured convertible
          notes,

     -    Warrants to purchase 5,556 shares of our Common Stock at $40.50
          per shares, and

     -    Warrants to purchase 143,056 shares of our Common Stock at $9.00
          per share.

The investors are required to purchase an additional $625,000 principal
amount of secured convertible notes and warrants to purchase 2,222 shares
of our Common Stock at $40.50 per share and warrants to purchase 23,611
shares of our Common Stock at $9.00 per share five days following the date
that the registration statement for the resale of the shares of common
stock issuable upon conversion of the secured convertible notes and
exercise of the warrants is declared effective by the Securities and
Exchange Commission and if other conditions are satisfied, including: (i)
the Company's representations and warranties contained in the 2005
securities purchase agreement being true and correct in all material
respects on the date when made and as of the date of such purchase; (ii)
the Company having performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by the 2005
agreement; (iii) there being no litigation, statute, rule, regulation,
executive order, decree, ruling or injunction that has been enacted,
entered, promulgated or endorsed by or in any court or government authority
of competent jurisdiction or any self-regulatory organization having
requisite authority which prohibits the transactions contemplated by the
2005 agreement; (iv) no event having occurred which could reasonably be
expected to have a material adverse effect on the Company; and (v) the
shares of Common Stock issuable upon conversion of the secured convertible
notes and exercise of the warrants having been authorized for quotation on
the OTC Bulletin Board and trading in our Common Stock on the OTC Bulletin
Board having not been suspended by the Securities and Exchange Commission
or the OTC Bulletin Board.



                                     32


In connection with the 2005 securities purchase agreement, we entered into
a security agreement, whereby we granted the investors a continuing, first
priority security interest in the Company's general assets including all of
the Company's:

     -    Goods, including without limitations, all machinery, equipment,
          computers, motor vehicles, trucks, tanks, boats, ships,
          appliances, furniture, special and general tools, fixtures, test
          and quality control devices and other equipment of every kind and
          nature and wherever situated;

     -    Inventory (except that the proceeds of inventory and accounts
          receivable;

     -    Contract rights and general intangibles, including, without
          limitation, all partnership interests, stock or other securities,
          licenses, distribution and other agreements, computer software
          development rights, leases, franchises, customer lists, quality
          control procedures, grants and rights, goodwill, trademarks,
          service marks, trade styles, trade names, patents, patent
          applications, copyrights, deposit accounts, and income tax
          refunds;

     -    Receivables including all insurance proceeds, and rights to
          refunds or indemnification whatsoever owing, together with all
          instruments, all documents of title representing any of the
          foregoing, all rights in any merchandising, goods, equipment,
          motor vehicles and trucks which any of the same may represent,
          and all right, title, security and guaranties with respect to
          each receivable, including any right of stoppage in transit; and
          Documents, instruments and chattel paper, files, records, books
          of account, business papers, computer programs and the products
          and proceeds of all of the foregoing and the Company's
          intellectual property.

Additionally, we entered into an intellectual property security agreement
with the investors, whereby we granted them a security interest in all of
the Company's software programs, including source code and data files, then
owned or thereafter acquired, all computers and electronic processing
hardware, all related documentation, and all rights with respect to any
copyrights, copyright licenses, intellectual property, patents, patent
licenses, trademarks, trademark licenses or trade secrets.

Additional material terms of the 2005 securities purchase agreement, the
secured convertible notes and the warrants are described below:


                                     33


Conversion and Conversion Price
-------------------------------

The secured convertible notes are convertible into our Common Stock, at the
investors' option, at the lower of (i) $0.90 or (ii) 50% of the average of
the three lowest intraday trading prices for the Common Stock on a
principal market for the 20 trading days before but not including the
conversion date.  Accordingly, there is in fact no limit on the number of
shares into which the notes may be converted.

The conversion price is adjusted after major announcements by the Company.
In the event the Company makes a public announcement that the Company
intends to consolidate or merge with any other corporation  (other  than  a
merger  in  which the Company is the surviving or continuing  corporation
and its capital stock is unchanged) or sell or transfer all or
substantially all of the assets of the Company or any person, group or
entity (including the Company) publicly announces a tender offer to
purchase 50%  or  more of the Company's Common Stock (or any other takeover
scheme) then  the conversion price will be equal to the lower of the
conversion price that would be effect on the date the announcement is made
or the current conversion price at the time the secured convertible note
holders wish to convert.

The secured convertible notes also provide anti-dilution rights, whereby
the conversion price shall be adjusted in the event that the Company issues
or sells any shares of Common Stock for no consideration or consideration
less than the average of the last reported sale prices for the shares of
the Common Stock on the OTC Bulletin Board for the five trading days
immediately preceding such date of issuance or sale.  The conversion price
is also proportionately increased or decreased in the event of a reverse
stock split or forward stock split, respectively.  The conversion price is
also adjusted in the event the Company effects a consolidation, merger or
sale of substantially all its assets (which may also be treated as an event
of default) or if the Company declares or makes any distribution of its
assets (including cash) to holders of its Common Stock, as provided in the
secured convertible notes.

If a note holder gives the Company a notice of conversion relating to the
secured convertible notes and the Company is unable to issue such note
holder the shares of Common Stock underlying the secured convertible note
within five days from the date of receipt of such notice, the Company is
obligated to pay the note holder $2,000 for each day that the Company is
unable to deliver such Common Stock underlying the secured convertible
note.



                                     34

The secured convertible notes contain a provision whereby no note holder is
able to convert any part of the notes into shares of the Company's Common
Stock, if such conversion would result in beneficial ownership by the note
holder and its affiliates of more than 4.99% of the Company's then
outstanding shares of Common Stock.

In addition, we have the right under certain circumstances described below
under "Company Call Option and Prepayment Rights" to prevent the note
holders from exercising their conversion rights during any month after a
month in which we have exercised certain prepayment rights.


Company Call Option and Prepayment Rights
-----------------------------------------

Each secured convertible note contains a call option in favor of the
Company, whereby as long as no event of default under the note has
occurred, the Company has a sufficient number of authorized shares reserved
for issuance upon full conversion of the secured convertible notes and our
Common Stock is trading at or below $0.90 per share (subject to adjustment
in the secured convertible note), the Company has the right to prepay all
or a portion of the note.  The prepayment amount is equal to the total
amount of principal and accrued interest outstanding under the note, and
any other amounts which may be due to the note holders, multiplied by 130%.


In the event that the average daily trading price of our Common Stock for
each day of any month is below $0.90, the Company may at its option prepay
a portion of the outstanding principal amount of the secured convertible
notes equal to 104% of the principal amount thereof divided by thirty-six
plus one month's interest on the secured convertible notes, or the amount
of the remaining principal and interest, whichever is less.  No note holder
is entitled to convert any portion of the secured convertible notes during
any month after the month on which the Company exercises this prepayment
option.

Events of Default
-----------------

Upon an event of default under the secured convertible notes, and in the
event the note holders give the Company a written notice of default, an
amount equal to 130% of the amount of the outstanding secured convertible
notes and interest thereon shall become immediately due and payable or
another amount as otherwise provided in the notes.  Events of default under
the secured convertible notes include the following:

     -    failure to pay any amount of principal or interest on the notes;
          failure to issue shares to the selling stockholders upon
          conversion of the notes, and such failure continues for ten days
          after notification by the note holders;
     -    failure to obtain effectiveness of the registration statement
          covering the resale of the shares of our Commons Stock issuable
          upon conversion of the secured convertible notes and the exercise
          of the warrants on or before September 15, 2006 (or October 10,
          2006 if the Company is making a good faith effort to respond to
          the Securities and Exchange Commission's comments), or an
          effective registration statement covering such shares ceases to
          be effective for any ten consecutive days or any twenty days in
          any twelve month period;


                                     35

     -    breaches by the Company of any of the convents contained in the
          notes;
     -    breaches by the Company of any representations and warranties
          made in the 2005 securities purchase agreement or any related
          document;
     -    appointment by the Company of a receiver or trustee or makes an
          assignment for the benefit of creditors;
     -    filing of any judgment against the Company for more than $50,000;
     -    bringing of bankruptcy proceedings against the Company and such
          proceedings are not stayed within sixty days of such proceedings
          being brought; or
     -    delisting of the Common Stock from the OTC Bulletin Board or
          equivalent replacement exchange.

Stock Purchase Warrants
-----------------------

The warrants expire five years from their date of issuance.  The warrants
include anti-dilution rights, whereby the exercise price of the warrants
shall be adjusted in the event that the Company issues or sells any shares
of the Company's Common Stock for no consideration or consideration less
than the average of the last reported sale prices for the shares of the
Company's Common Stock on the OTC Bulletin Board for the five trading days
immediately preceding such date of issuance or sale.  The exercise price of
the warrants are also proportionately increased or decreased in the event
of a reverse stock split or forward stock split, respectively.  The
exercise price is also adjusted pursuant to the warrants in the event the
Company effects a consolidation, merger or sale of substantially all of its
assets and/or if the Company declares or makes any distribution of its
assets (including cash) to holders of its common stock as a partial
liquidating dividend, as provided in the warrants.

The warrants also contain a cashless exercise, whereby after February 2,
2006, and if a registration statement covering the warrants is not
effective, the warrant holders may convert the warrants into shares of the
Company's restricted Common Stock.  In the event of a cashless exercise
under the warrants, in lieu of paying the exercise price in cash, the
selling stockholders can surrender the warrant for the number of shares of
Common Stock determined by multiplying the number of warrant shares to
which it would otherwise be entitled by a fraction, the numerator of which
is the difference between (i) the average of the last reported sale prices
for the Company's Common Stock on the OTC Bulletin Board for the five
trading days preceding such date of exercise and (ii) the exercise price,
and the denominator of which is the average of the last reported sale
prices for the Company's Common Stock on the OTC Bulletin Board for the
five trading days preceding such date of exercise .  For example, if the
selling stockholder is exercising 100,000 warrants with a per warrant
exercise price of $0.75 per share through a cashless exercise when the
average of the last reported sale prices for the Company's Common Stock on
the OTC Bulletin Board for the five trading days preceding such date of
exercise is $2.00 per share, then upon such cashless exercise the warrant
holder will receive 62,500 shares of the Company's Common Stock.

Registration Rights Agreement
-----------------------------

We also entered into a registration rights agreement with the investors
that grants the investors demand registration rights with respect to 200%
of the Common Stock underlying the secured convertible notes and 200% of
the Common Stock underlying the warrants. The Company will be subject to
the payment of certain damages in the event that it does not satisfy its
obligations including its obligation to have a registration statement with
respect to the Common Stock underlying the secured convertible notes and
warrants declared effective by the Securities and Exchange Commission on or
prior to September 15, 2006; in the event that after the registration
statement is declared effective, sales of the Company's securities cannot
be made pursuant to the registration statement; and in the event that the
Company's Common Stock is not listed on the OTC Bulletin Board or the
NASDAQ, New York of American stock exchanges.  The damages are equal to
0.02 times the number of months (prorated for partial months) that any such
event occurs (subject to adjustment as provided in the registration rights
agreement).



                                     36



Side Letter Agreement
---------------------

We entered into a aide letter agreement with the investors on November 10,
2005.  The Side Letter Agreement provided that in consideration for the
November 2005 sale of the secured convertible  notes, the investors agreed
that the face amount of the $500,000 of secured convertible notes issued to
the investors in August 2004 and the $200,000 in secured convertible notes
which remained to be issued under the 2004 securities purchase agreement
upon the effectiveness of a registration statement covering such secured
convertible notes shall be included in the amount advanced to the Company
under the November 2005 secured convertible notes.  The side letter
agreement also provided that the terms of the 2005 securities purchase
agreement shall supercede the prior 2004 securities purchase agreement and
that all interest, penalties, fees, charges or other obligations accrued or
owed by the Company to the investors pursuant to the 2004 securities
purchase agreement are waived, provided that in the event of any material
breach of the 2005 securities purchase agreement by the Company, which
breach is not cured within five days of receipt by the Company of written
notice of such breach, the novation of the 2004 securities purchase
agreement and the waiver of the prior obligations thereunder shall be
revocable by the selling stockholders and all such prior obligations shall
be owed as if the 2004 securities purchase agreement was never superceded.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with GAAP.
As such, we are required to make certain estimates, judgments and
assumptions that we believe are reasonable based upon the information
available. These estimates and assumptions affect the reported amounts of
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the periods presented. The
significant accounting policies which we believe are the most critical to
aid in fully understanding and evaluating our reported financial results
include the following:

Principles of Consolidation
----------------------------

The consolidated financial statements include the accounts of Monarch
Staffing, Inc. (formerly MT Ultimate Healthcare Corp.) (Monarch), and its
wholly-owned subsidiaries, iTechexpress, Inc. (iTech) and Drug Consultants,
Inc. (DCI), and iTech's wholly-owned subsidiary, Success Development Group,
Inc. (SDC).  All material intercompany accounts and transactions have been
eliminated in the consolidation.

Estimates
---------

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and expenses during the reporting period.  In these
financial statements, assets, liabilities and expenses involve extensive
reliance on management's estimates.  Actual results could differ from those
estimates.


                                     37

Cash
----

Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.

Accounts Receivable
-------------------

Accounts receivable consists of amounts billed to customers upon
performance of service.  The Company performs ongoing credit evaluations of
customers and adjusts credit limits based upon payment history and the
customer current creditworthiness, as determined by its review of their
current credit information.  The Company continuously monitors collections
and payments from its customers and maintains a provision for estimated
credit losses based upon its historical experience and any customer-
specific collection issues that it has identified.

Long-Lived Assets
-----------------

The Company accounts for its long-lived assets in accordance with SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
SFAS No. 144 requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the historical
cost carrying value of an asset may no longer be appropriate.  The Company
assesses recoverability of the carrying value of an asset by estimating the
future net cash flows expected to result from the asset, including eventual
disposition.  If the future net cash flows are less than the carrying value
of the asset, an impairment loss is recorded equal to the difference
between the asset's carrying value and fair value or disposable value.

Goodwill
--------

Goodwill represents the excess of acquisition cost over the net assets
acquired in a business combination.  Management reviews, on an annual
basis, the carrying value of goodwill in order to determine whether
impairment has occurred.  Impairment is based on several factors including
the Company's  projection of future undiscounted operating cash flows.  If
an impairment of the carrying value were to be indicated by this review,
the Company would adjust the carrying value of goodwill to its estimated
fair value.

Beneficial Conversion Feature
-----------------------------

From time to time, the Company has debt with conversion options that
provide for a rate of conversion that is below market value. This feature
is normally characterized as a beneficial conversion feature ("BCF"), which
is recorded by the Company pursuant to Emerging Issues Task Forces ("EITF")
Issue No. 98-5 ("EITF 98-05"), "Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion
Ratios," and EITF Issue No. 00-27, "Application of EITF Issue No. 98-5 to
Certain Convertible Instruments."

If a BCF exists, the Company records it as a debt discount and amortizes it
to interest expense over the life of the debt on a straight-line basis,
which approximates the effective interest method.


                                     38

Derivative Financial Instruments
--------------------------------

The Company's derivative financial instruments consist of embedded
derivatives related to the convertible notes, since the notes are not
conventional convertible debt  (see Note 7). The embedded derivatives
include  certain conversion features, variable interest features, call
options and default provisions.  The accounting treatment of derivative
financial instruments requires that we record the derivatives and related
warrants at their fair values as of the inception date of the agreement and
at fair value as of each subsequent balance sheet date.

Any change in fair value of these instruments will be recorded as non-
operating, non-cash income or expense at each reporting date. If the fair
value of the derivatives is higher at the subsequent balance sheet date, we
will record a non-operating, non-cash charge. If the fair value of the
derivatives is lower at the subsequent balance sheet date, we will record
non-operating, non-cash income. The derivative and warrant liabilities are
recorded as long-term liabilities in the consolidated balance sheet.

Revenue Recognition
-------------------

Revenue is recognized when earned.  Revenues and costs of revenues from
services are recognized during the period in which the service is
performed.

The Company has contracts with various governments and governmental
agencies.  Government contracts are subject to audit by the applicable
governmental agency.  Such audits could lead to inquiries from the
government regarding the allowability of costs under applicable government
regulations and potential adjustments of contract revenues.  To date, the
Company has not been involved in any such audits.

Income Taxes
------------

The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes."  Under SFAS No. 109, deferred tax assets and
liabilities are recognized for future tax benefits or consequences
attributable to temporary differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases.  Deferred tax assets and liabilities 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.  A valuation
allowance is provided for significant deferred tax assets when it is more
likely than not that such assets will not be realized through future
operations.  We currently have recorded a valuation allowance against all
of our deferred tax assets.  We have considered future taxable income and
ongoing tax planning strategies in assessing the amount of the valuation
allowance.  If actual results differ favorably from these estimates, we may
be able to realize some or all of the deferred tax assets, which could
favorably impact our operating results.


                                     39

Issuance of Shares for Non-Cash Consideration
---------------------------------------------

The Company accounts for the issuance of equity instruments to acquire
goods and/or services based on the fair value of the goods and services or
the fair value of the equity instrument at the time of issuance, whichever
is more reliably determinable.  The majority of equity instruments have
been valued at the market value of the shares on the date issued.

The Company's accounting policy for equity instruments issued to
consultants and vendors in exchange for goods and services follows the
provisions of EITF 96-18, "Accounting for Equity Instruments That are
Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services" and EITF 00-18, "Accounting Recognition for
Certain Transactions Involving Equity Instruments Granted to Other Than
Employees." The measurement date for the fair value of the equity
instruments issued is determined at the earlier of (i) the date at which a
commitment for performance by the consultant or vendor is reached or (ii)
the date at which the consultant or vendor's performance is complete.  In
the case of equity instruments issued to consultants, the fair value of the
equity instrument is recognized over the term of the consulting agreement.
In accordance to EITF 00-18, an asset acquired in exchange for the issuance
of fully vested, nonforfeitable equity instruments should not be presented
or classified as an offset to equity on the grantor's balance sheet once
the equity instrument is granted for accounting purposes.


ITEM 7. FINANCIAL STATEMENTS

The Reports of Independent Registered Public Accounting Firms and the
consolidated financial statements of the Company and the notes thereto
appear on the following pages.






                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)

                     CONSOLIDATED FINANCIAL STATEMENTS

                             December 31, 2005










                                     40



                              C O N T E N T S


Report of Independent Registered Public Accounting Firm. . . . . . . . . .3

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . .5

Consolidated Statements of Operations. . . . . . . . . . . . . . . . . . .6

Consolidated Statements of Stockholders' Equity (Deficit). . . . . . . . .7

Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . .8

Notes to the Consolidated Financial Statements . . . . . . . . . . . . . .9





/Letterhead/

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
Monarch Staffing, Inc. and Subsidiaries
(formerly MT Ultimate Healthcare Corp.)
Irvine, California

We have audited the accompanying consolidated balance sheet of Monarch
Staffing, Inc. and Subsidiaries (formerly MT Ultimate Healthcare Corp.) as
of December 31, 2005, and the related consolidated statement of operations,
stockholders' equity (deficit), and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the PCAOB
(United States).  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
consolidated 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 consolidated financial
position of Monarch Staffing, Inc. and Subsidiaries (formerly MT Ultimate
Healthcare Corp.) as of December 31, 2005, and the consolidated results of
their operations and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern.  As discussed in
Note 2 to the consolidated financial statements, the Company has a
stockholders' deficiency and has suffered significant losses to date, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2.
The consolidated financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

As discussed in Note 1 to the consolidated financial statements, there
were errors in reporting the Company's treatment and valuation of embedded
derivatives related to convertible debentures and errors in disclosing
the Company's acquisition in the balance sheet, statements of operations
and related notes that were discovered by management as a result of
regulatory review.  Accordingly, the consolidated financial statements
have been restated to correct the errors.


/S/ Chisholm, Bierwolf & Nilson, LLC

Chisholm Bierwolf & Nilson, LLC
Bountiful, Utah
May 4, 2006, except for Note 1, 2, 5,
7, and 10 dated October 6, 2006

                                     3




Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Monarch Staffing, Inc. and Subsidiaries
(formerly known as iTechexpress, Inc.)

We have audited the accompanying consolidated statements of operations,
stockholders' deficit and cash flows of Monarch Staffing Inc. and
subsidiaries (formerly known as iTechexpress, Inc.) (the "Company")
for the year ended December 31, 2004.  These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting.  Accordingly, we
express no such opinion.  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 consolidated results of
operations and cash flows of Monarch Staffing Inc. and subsidiaries
(formerly known as iTechexpress, Inc.) for the year ended December 31,
2004, in conformity with accounting principles generally accepted in the
United States of America.

The Company's consolidated financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates the
realization of assets and settlement of liabilities in the normal course of
business. The Company has an accumulated deficit and a working capital
deficit as of December 31, 2004.  As discussed in Note 10 to the
consolidated financial statements, these factors, among others, raise
substantial doubt about the Company's ability to continue as a going
concern.  Management's plans regarding these matters are also discussed in
Note 10. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



Corbin & Company, LLP
Irvine. California
December 14, 2005








                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
                         Consolidated Balance Sheet
<Table>
<Caption>
                                   ASSETS
                                                               December 31,
                                                                   2005
                                                               ------------
                                                                (RESTATED)
<S>                                                            <C>
CURRENT ASSETS

 Cash and cash equivalents (Note 1)                            $ 1,041,433
 Accounts receivable, net (Note 1)                                 736,547
                                                               ------------
   Total Current Assets                                          1,777,980

OTHER ASSETS

 Goodwill (Note 1)                                               1,245,481
                                                               ------------
  Total Other Assets                                             1,245,481
                                                               ------------
  TOTAL ASSETS                                                 $ 3,023,461
                                                               ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                              $   886,125
 Accounts payable - related party (Note 3)                          52,967
 Accrued expenses                                                  527,882
 Factoring liability (Note 6)                                      335,132
 Notes payable - current portion (Note 4)                          350,394
                                                               ------------
  Total Current Liabilities                                      2,152,500

LONG-TERM DEBT
 Derivatives                                                       603,401
 Notes payable (Note 4)                                            179,680
 Callable secured convertible notes payable
   Net of debt discount of $2,237,070 (Note 5)                     412,930
                                                               ------------
  Total Long-Term Debt                                         $ 1,196,011
                                                               ------------
  Total Liabilities                                            $ 3,348,510
                                                               ------------
COMMITMENTS (Note 8)                                                 -
                                                               ------------
STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, $.001 par value; 400,000,000 shares
  authorized, 9,862,690 outstanding (retroactively
  restated) (Note 1)                                                 9,863
 Additional paid-in capital (retroactively restated)              (583,553)
 Retained Earnings                                                 248,640
                                                               ------------
  Total Stockholders' Equity (Deficit)                         $  (325,050)
                                                               ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $ 3,023,461
                                                               ============
</Table>
 The accompanying notes are an integral part of these financial statements.
                                     5


                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
                   Consolidated Statements of Operations
<Table>
<Caption>

                                                     For the Years Ended
                                                        December 31,
                                                 --------------------------
                                                     2005          2004
                                                 ------------  ------------
                                                  (RESTATED)
<S>                                              <C>           <C>
REVENUES
 Revenues, net                                   $ 1,851,148   $   391,412
 Management fees from affiliates                         -         113,825
                                                 ------------  ------------
  Total Revenues                                   1,851,148       505,237

OPERATING EXPENSES
 Cost of revenues                                  1,154,862       220,383
 General and administrative                        1,248,994       191,297
 Depreciation and amortization                         1,649         4,538
 Bad debt expense                                     23,174        44,183
                                                 ------------  ------------
  Total Operating Expenses                         2,428,679       460,401

INCOME (LOSS) FROM OPERATIONS                       (577,531)       44,836
                                                 ------------  ------------
OTHER INCOME (EXPENSE)
 Interest income                                         196           -
 Loss on discontinued operations (Note 7)            (15,825)          -
 Loss on disposition of subsidiary (Note 7)         (699,616)          -
 Loss on disposition of asset                         (1,062)          -
 Change in fair value of derivative and
   warrant liabilities                             1,868,218           -
 Gain (loss) on derivative valuation (Note 7)        105,448           -
 Interest expense                                   (275,149)       (3,943)
                                                 ------------  ------------
  Total Other Income (Expense)                       876,762        (3,943)
                                                 ------------  ------------
INCOME BEFORE INCOME TAXES                           299,231        40,893

 Provision for income taxes                              -         (11,513)
                                                 ------------  ------------
NET INCOME                                       $   299,231   $    29,380
                                                 ============  ============
BASIC INCOME PER SHARE                           $      0.14   $      0.00
                                                 ============  ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING                                      2,186,020     9,203,704
                                                 ============  ============

</Table>
 The accompanying notes are an integral part of these financial statements.
                                     6

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
         Consolidated Statements of Stockholders' Equity (Deficit)

<Table>
<Caption>
                                                                          Retained
                                                                          Earnings
                                     Common Stock          Additional    ------------
                               --------------------------    Paid-in     (Accumulated
                                  Shares        Amount       Capital       Deficit)
                               ------------  ------------  ------------  ------------
<S>                            <C>           <C>           <C>            <C>
Balance, January 1, 2004
 (retroactively restated)        9,203,704   $     9,204   $  (582,894)  $   (79,971)

Net income for the year ended
 December 31, 2004                    -             -             -           29,380
                               ------------  ------------  ------------  ------------
Balance, December 31, 2004
 (retroactively restated)        9,203,704         9,204      (582,894)      (50,591)

Common stock issued to acquire
 iTechexpress (Note 1)           1,055,556         1,056        (1,056)          -

Common stock cancelled through
 spinoff of subsidiary (Note 1)   (396,569)         (397)          397           -

Net income for the year ended
 December 31, 2005 (restated)          -             -             -         299,231
                               ------------  ------------  ------------  ------------
Balance, December 31, 2005
 (retroactively restated)        9,862,690   $     9,863   $ 1,566,447   $   248,640
                               ============  ============  ============  ============






</Table>



 The accompanying notes are an integral part of these financial statements.
                                     7

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
                   Consolidated Statements of Cash Flows
<Table>
<Caption>

                                                               For the Years Ended
                                                                   December 31,
                                                           --------------------------
                                                               2005          2004
                                                           ------------  ------------
                                                            (RESTATED)
<S>                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                $   299,231  $    29,380
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
  Depreciation                                                   1,649         4,538
  Deferred income taxes                                            -           9,993
  Loss on disposition of subsidiary                            699,616           -
  Loss on disposition of asset                                   1,062           -
  Change in fair value of derivative and warrant
    liabilities                                             (1,633,670)          -
  Bad debt expense                                             322,727        44,183
Changes in operating assets and liabilities:
 Accounts receivable                                           381,161       (55,152)
 Accounts payable                                              133,187        48,221
 Accrued expenses and other current liabilities                 38,226        (3,349)
                                                           ------------  ------------
  Net Cash Provided by (Used in) Operating Activities          243,191        77,814
                                                           ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of subsidiary                                     (1,600,000)          -
 Cash paid for property and equipment                              -          (1,949)
                                                           ------------  ------------
   Net Cash (Used in) Investing Activities                  (1,600,000)       (1,949)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayment to shareholder                                          -         (39,445)
 Payments made on notes payable                               (124,054)          -
 Net advances from factored receivables                        335,132           -
 Proceeds received on convertible debt                       2,150,000           -
                                                           ------------  ------------
  Net Cash Provided by (Used in) Financing Activities        2,361,078       (39,445)

NET INCREASE IN CASH AND CASH EQUIVALENTS                    1,004,269        36,420

CASH AND CASH EQUIVALENTS AT BEG OF YEAR                        37,164           744
                                                           ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                   $ 1,041,433   $    37,164
                                                           ============  ============

SUPPLEMENTAL CASH FLOW INFORMATION
 Cash Payments For:
  Interest                                                 $    14,670   $       -
  Income taxes                                             $       -     $     4,869





</Table>
 The accompanying notes are an integral part of these financial statements
                                     8

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED)

          a.  Organization

          The consolidated financial statements presented are those of
          Monarch Staffing, Inc. (formerly MT Ultimate Healthcare Corp.)
          (Monarch), and its wholly-owned subsidiaries, iTechexpress, Inc.
          (iTech) and Drug Consultants, Inc. (DCI), and iTech's
          wholly-owned subsidiary, Success Development Group, Inc. (SDC).
          Collectively, they are referred to herein as the "Company".
          Monarch was originally incorporated in Nevada under the name
          JavaJuice.net on September 13, 2001. The Company filed amended
          Articles of Incorporation with the State of Nevada on August 15,
          2003 to change the name to MT Ultimate Healthcare Corp.  On March
          31, 2006, the name was changed to Monarch Staffing, Inc.  Monarch
          was organized to operate a payroll nurse staffing and homecare
          business, and provided healthcare professionals to hospitals,
          nursing homes, licensed home care service agencies, other
          health-related businesses, to the homes of the elderly, sick and
          incapacitated.

          Prior to the Spinoff Agreement as described below, Monarch also
          included Abundant Nursing, Inc. (Abundant) (a Pennsylvania
          corporation), wholly-owned by Monarch through an acquisition
          agreement dated October 1, 2004.  Abundant provided staffing in
          the central area of Pennsylvania and the Lancaster area.

          In addition, as disclosed in prior filings of the Company,
          Monarch included a wholly-owned subsidiary, BP Senior Care, Inc.
          (BP), acquired on May 20, 2004.  The acquisition agreement
          between Monarch and BP, however, was rescinded during 2005.  The
          financial statements do not include any amounts related to the
          operations of BP.

          On November 4, 2005, Monarch and iTech and the former iTech
          shareholders entered into a Share Exchange and Reorganization
          Agreement (the "Exchange" or "Acquisition") whereby iTech became
          a wholly-owned subsidiary of Monarch.  As part of the Exchange,
          Monarch acquired 100% of the issued and outstanding shares of
          iTech in exchange for 828,333,333 (9,203,704 post-split) newly
          issued shares of Monarch's common stock.  As the number of shares
          issued represented approximately 92% of the outstanding common
          stock of Monarch after issuance, the transaction has been
          accounted for as a reverse takeover of Monarch by the
          shareholders of iTech.  Accordingly, the transaction has been
          treated for accounting purposes as a recapitalization of iTech;
          therefore, these consolidated financial statements represent a
          continuation of iTech, not Monarch, the legal survivor.  iTech is
          treated as the survivor for accounting purposes and Monarch is
          the survivor for legal purposes. The historical financial
          statements presented are those of iTech rather than Monarch.




                                     9

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED) (Continued)

          a.  Organization (Continued)

          On November 7, 2005, iTech entered into a Stock Purchase
          Agreement ("Purchase") with Drug Consultants, Inc. ("DCI"),
          whereby DCI became a wholly-owned subsidiary of iTech. As part of
          the Purchase, iTech purchased all of the outstanding shares of
          DCI from the former shareholder of DCI for a purchase price of
          $1,800,000, of which $1,600,000 was paid at the closing of the
          Purchase and $200,000 shall be paid pursuant to a Secured
          Promissory Note (see Note 5).  The Promissory Note is secured by
          a Stock Pledge Agreement ("Pledge Agreement"), whereby iTech
          pledged to the former DCI shareholder 51% of the stock of DCI
          ("DCI Stock") held by iTech to secure the full and prompt payment
          and performance by iTech of the Promissory Note.  Pursuant to
          this Purchase, the Company recorded goodwill of $1,245,481.

          Effective December 15, 2005, Macdonald Tudeme and Marguerite
          Tudeme (collectively, the "Tudemes"), the former controlling
          shareholders of the Company and the Company entered into a
          Spinoff Agreement  ("Spinoff") which provided for (1) the
          transfer of the corporate names, business, operations, assets,
          properties, intellectual properties, trademarks, service marks,
          trade names, uniform resource locators, telephone numbers, and
          goodwill of the Company and its subsidiaries (other than iTech
          and DCI), together with the operating business of Abundant, to be
          placed into to a newly-formed Delaware corporation wholly-owned
          by the Company ("Newco"), (2) the acquisition and cancellation by
          the Company from the Tudemes of their outstanding shares of
          capital stock of the Company, totaling 35,691,200 (396,569
          post-split) shares, (3) the assumption and release by the Company
          and its subsidiaries and the Tudemes of certain liabilities, and
          (4) the sale to the Tudemes of all of the outstanding capital
          stock of Newco, and the payment to the Tudemes of $80,441 for
          amounts owed to the Tudemes and other creditors by the Company,
          of which $50,000 was paid prior to December 31, 2005.

          The Company also entered into a Security Agreement ("Security
          Agreement") with Newco, whereby the Company pledged to Newco
          20,000,000 shares of its common stock as collateral
          ("Collateral") to secure its performance and payment of the
          promissory note payable to Lisa Stern ("Stern Note") originally
          entered into as part of Monarch's purchase of Abundant during
          2004.  The Company will be in default under the Security
          Agreement upon the failure to pay any principal or interest of
          the Stern Note when due.  Upon default, Newco is able to retain
          the Collateral and apply the consideration received from the
          Collateral against any principal and interest due.


                                     10

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED) (Continued)

          a.  Organization (Continued)

          iTech, established in 1999 and located in Irvine, California,
          places technicians into technical jobs in both commercial and
          government sectors on a national basis.  iTech has performed
          various IT and staffing services for clients such as Best Buy,
          Equant NV and Office Depot.  iTech maintains a proprietary
          database of staff associates and field technicians for servicing
          its clients.

          iTech's wholly-owned subsidiary, Success Development Group, Inc.,
          a Nevada corporation, established in April 2000, provides
          management services on behalf of iTech and other clients of
          iTech.

          DCI, established in 1977 and located in Irvine, California, is
          engaged in furnishing personnel to perform a range of pharmacy
          technician, nursing and other health care services in support of
          the operations of government and commercial facilities.  DCI
          currently operates under three State of California contracts,
          three years in length. DCI's largest client is the State of
          California and DCI provides many of its services in rural areas
          of California where health care professionals are not readily
          available.

          As a result of the above transactions, the operations of the
          Company going forward will be comprised of the operations of
          iTech, DCI and SDG.

          Subsequent to December 31, 2005, the Company effected a
          one-for-ninety (1 for 90) reverse stock split of its outstanding
          common stock.  The accompanying financial statements have been
          adjusted to retroactively reflect this stock split.

          b.  Basis of Presentation

          The accompanying consolidated financial statements have been
          prepared in accordance with the rules and regulations of the
          Securities and Exchange Commission ("SEC") for the presentation
          of financial information.  These consolidated financial
          statement, in the opinion of management, include all adjustments
          (consisting of normal recurring adjustments and accruals)
          necessary to present fairly the consolidated balance sheet,
          consolidated operating results and consolidated cash flows for
          the periods presented in accordance with accounting principles
          generally accepted in the United States of America ("GAAP").
          Certain information and footnote disclosures normally included in
          financial statements prepared in accordance with GAAP have been
          omitted in accordance with the rules and regulations of the SEC.

          c.  Accounting Methods

          The Company's consolidated financial statements are prepared
          using the accrual method of accounting.  The Company has elected
          a December 31 year end.

                                     11

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED) (Continued)

          d.  Cash and Cash Equivalents

          Cash equivalents include short-term, highly liquid investments
          with maturities of three months or less at the time of
          acquisition.

          e.  Principles of Consolidation

          The consolidated financial statements include the accounts of
          Monarch Staffing, Inc. (formerly MT Ultimate Healthcare Corp.)
          (Monarch), and its wholly-owned subsidiaries, iTechexpress, Inc.
          (iTech) and Drug Consultants, Inc. (DCI), and iTech's
          wholly-owned subsidiary, Success Development Group, Inc. (SDC).
          All material intercompany accounts and transactions have been
          eliminated in the consolidation.

          f.  Estimates

          The preparation of financial statements in conformity with
          generally accepted accounting principles requires management to
          make estimates and assumptions that affect reported amounts of
          assets and liabilities, disclosure of contingent assets and
          liabilities at the date of the financial statements and expenses
          during the reporting period.  In these financial statements,
          assets, liabilities and expenses involve extensive reliance on
          management's estimates.  Actual results could differ from those
          estimates.

          g.  Accounts Receivable

          Accounts receivable are shown net of an allowance for doubtful
          accounts of $0 at December 31, 2005. An allowance is established
          whenever receivables are over 90 days old and the customer has
          not responded to efforts to reconcile differences. Such
          receivables are deemed to be uncollectible after 180 days.  There
          were no such receivables for the current year.

          h.  Basic Income Per Share

          The computations of basic income per share of common stock
          are based on the weighted average number of common shares
          outstanding during the period of the consolidated financial
          statements.  Common stock equivalents, consisting of stock
          warrants, in the amount of 10,750,000, have been considered but
          have not been included in the calculation as their effect is
          antidilutive for the periods presented.


                                     12

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED) (Continued)

          h.  Basic Income Per Share (Continued)

          <Table>
          <Caption>
                                                        December 31,
                                                 --------------------------
                                                     2005          2004
                                                 ------------  ------------
          <S>                                    <C>           <C>
          Numerator income                       $   299,231  $    29,380

          Denominator - weighted average number
           of shares outstanding                   2,186,020     9,203,704
                                                 ------------  ------------
          Income (loss) per share                $       0.14  $      0.00
                                                 ============  ============
          </Table>

          i.  Revenue Recognition

          The Company applies the provisions of SEC Staff Accounting
          Bulletin ("SAB") No. 104, Revenue Recognition in Financial
          Statements ("SAB 104"), which provides guidance on the
          recognition, presentation, and disclosure of revenue in financial
          statements filed with the SEC.  SAB 104 outlines the basic
          criteria that must be met to recognize revenue and provides
          guidance for disclosure related to revenue recognition policies.
          In general, the Company recognizes revenue related to monthly
          contracted amounts for services provided when (i) persuasive
          evidence of an arrangement exists, (ii) delivery has occurred or
          services have been rendered, (iii) the fee is fixed or
          determinable, and (iv) collectibility is reasonably assured.

          j.  Provision for Income Taxes

          The Company has adopted the provisions of Financial Accounting
          Standards Board Statement No. 109, Accounting for Income Taxes.
          The Company currently has no issues that create timing
          differences that would mandate deferred tax expense.  Net
          operating losses would create possible tax assets in future
          years.  Due to the uncertainty as to the utilization of net
          operating loss carry forwards, a valuation allowance has been
          made to the extent of any tax benefit that net operating losses
          may generate.

          No provision for income taxes has been recorded due to net
          operating loss carryforwards totaling approximately $1,454,000 as
          of December 31, 2005 that will be offset against future taxable
          income.  These NOL carryforwards begin to expire in the year
          2021.  No tax benefit has been reported in the consolidated
          financial statements because the Company believes there is a 50%
          or greater chance the carryforwards will expire unused.

                                     13

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED) (Continued)

          j.  Provision for Income Taxes (Continued)

          Deferred tax asset and the valuation account is as follows at
          December 31, 2005:

          <Table>
          <S>                                                 <C>
          Deferred tax asset:
           NOL carryforward                                    $   494,360
           Valuation allowances                                   (494,360)
                                                               ------------
            Total                                              $     -
                                                               ============

          The components of income tax expense are as follows:

          Change in NOL benefit                                $   453,709
          Change in valuation allowance                           (453,709)
                                                               ------------
          Total                                                $     -
                                                               ============
          </Table>


          k.  Goodwill

          Goodwill represents the excess of cost over fair value of net
          assets acquired through acquisitions. In accordance with
          Statement of Financial Accounting Standards ("SFAS") No. 142
          issued in June 2001, goodwill recorded by the Company has not
          been amortized and will be evaluated on an annual basis, or
          sooner if deemed necessary, in connection with other long-lived
          assets, for potential impairment.

          As previously discussed, effective November 7, 2005, the Company
          acquired the business and certain related assets of DCI, an
          unrelated company.  The purchase price of $1,800,000 was
          satisfied by the Company paying $1,600,000 in cash and a $200,000
          pursuant to a secured promissory note.  The acquisition was an
          arm's length transaction and has been accounted for using the
          purchase method.



                                     14

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED) (Continued)

          l.  Newly Adopted Pronouncements

          On December 16, 2004, the FASB issued SFAS No. 123(R),
          Share-Based Payment , which is an amendment to SFAS No. 123,
          Accounting for Stock-Based Compensation. This new standard
          eliminates the ability to account for share-based compensation
          transactions using Accounting Principles Board ("APB") Opinion
          No. 25, Accounting for Stock Issued to Employees, and generally
          requires such transactions to be accounted for using a
          fair-value-based method and the resulting cost recognized in our
          financial statements. This new standard is effective for awards
          that are granted, modified or settled in cash in interim and
          annual periods beginning after December 15, 2005. In addition,
          this new standard will apply to unvested options granted prior to
          the effective date. The Company adopted this new standard during
          the fourth fiscal quarter of 2005, but had no share-based
          employee compensation during the year.

          In November 2004, the FASB issued SFAS No. 151, Inventory Costs
          an amendment of ARB No. 43, Chapter 4.  This Statement amends the
          guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to
          clarify the accounting for abnormal amounts of idle facility
          expense, freight, handling costs, and wasted material (spoilage).
          Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . .
          under some circumstances, items such as idle facility expense,
          excessive spoilage, double freight, and rehandling costs may be
          so abnormal as to require treatment as current period charges. .
          . ." This Statement requires that those items be recognized as
          current-period charges regardless of whether they meet the
          criterion of "so abnormal." In addition, this Statement requires
          that allocation of fixed production overheads to the costs of
          conversion be based on the normal capacity of the production
          facilities. This statement became effective for inventory costs
          incurred during fiscal years beginning after June 15, 2005.
          Management does not believe the adoption of this Statement will
          have any immediate material impact on the Company.

          In December 2004, the FASB issued SFAS No. 152, Accounting for
          Real Estate Time-sharing Transactions, which amends FASB
          statement No. 66, Accounting for Sales of Real Estate, to
          reference the financial accounting and reporting guidance for
          real estate time-sharing transactions that is provided in AICPA
          Statement of Position (SOP) 04-2, Accounting for Real Estate
          Time-Sharing Transactions. This statement also amends FASB
          Statement No. 67, Accounting for Costs and Initial Rental
          Operations of Real Estate Projects, to state that the guidance
          for (a) incidental operations and (b) costs incurred to sell real
          estate projects does not apply to real estate time-sharing
          transactions. The accounting for those operations and costs is
          subject to the guidance in SOP 04-2. This Statement became
          effective for financial statements for fiscal years beginning
          after June 15, 2005. Management believes the adoption of this
          Statement will have no impact on the financial statements of the
          Company.




                                     15

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED) (Continued)

          l.  Newly Adopted Pronouncements (Continued)

          In December 2004, the FASB issued SFAS No.153, Exchange of
          Nonmonetary Assets . This Statement addresses the measurement of
          exchanges of nonmonetary assets. The guidance in APB Opinion No.
          29, Accounting for Nonmonetary Transactions, is based on the
          principle that exchanges of nonmonetary assets should be measured
          based on the fair value of the assets exchanged. The guidance in
          that Opinion, however, included certain exceptions to that
          principle. This Statement amends Opinion 29 to eliminate the
          exception for nonmonetary exchanges of similar productive assets
          and replaces it with a general exception for exchanges of
          nonmonetary assets that do not have commercial substance. A
          nonmonetrary exchange has commercial substance if the future cash
          flows of the entity are expected to change significantly as a
          result of the exchange. This Statement became effective for
          financial statements for fiscal years beginning after June 15,
          2005. Earlier application is permitted for nonmonetary asset
          exchanges incurred during fiscal years beginning after the date
          of this statement is issued. Management believes the adoption of
          this Statement will have no impact on the financial statements of
          the Company.

          In May 2005, the FASB issued FASB Statement No. 154, "Accounting
          Changes and Error Corrections." This new standard replaces APB
          Opinion No. 20, "Accounting Changes, and FASB Statement No. 3,
          Reporting Accounting Changes in Interim Financial Statements,"
          and represents another step in the FASB's goal to converge its
          standards with those issued by the IASB. Among other changes,
          Statement 154 requires that a voluntary change in accounting
          principle be applied retrospectively with all prior period
          financial statements presented on the new accounting principle,
          unless it is impracticable to do so. Statement 154 also provides
          that (1) a change in method of depreciating or amortizing a
          long-lived non-financial asset be accounted for as a change in
          estimate (prospectively) that was effected by a change in
          accounting principle, and (2) correction of errors in previously
          issued financial statements should be termed a "restatement." The
          new standard is effective for accounting changes and correction
          of errors made in fiscal years beginning after December 15, 2005.
          Early adoption of this standard is permitted for accounting
          changes and correction of errors made in fiscal years beginning
          after June 1, 2005 . The Company has evaluated the impact of the
          adoption of Statement 154 and does not believe the impact will be
          significant to the Company's overall results of operations or
          financial position.

          The implementation of the provisions of these pronouncements is
          not expected to have a significant effect on the Company's
          consolidated financial statement presentation.


                                     16

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED) (Continued)


          m. Derivative Financial Instruments

          The Company's derivative financial instruments consist of
          embedded derivatives related to the convertible notes entered
          into on August 31, 2004, since the notes are not conventional
          convertible debt (see Note 5).  The embedded derivatives include
          the conversion feature, montly payment options, variable interest
          features, liquidated damages clauses in the registration rights
          agreement and certain default provisions.  The accounting treatment
          of derivative financial instruments requires that the Company
          records the derivatives and related warrants at their fair values
          as of the inception date of the agreement and at fair value as of
          each subsequent balance sheet date.

          In addition, under provisions of EITF Issue No. 00-19, "Accounting
          for Derivative Financial Instruments Indexed to, and Potentially
          Settled in, a Company's own stock," as a result of enterting into the
          convertible debt, the Company is required to classify all other non-
          employee stock options as warrants and derivatives liabilities and
          mark them to market at each reporting date (see Note 5).

          Conversion-related derivatives were valued using the Binomial
          Option Pricing Model.  The interest rate adjustment provision
          was valued using discounted cash flows and probability analysis.
          Options and warrants were valued using the Black-Scholes model.
          The following assumptions were used in valuing the derivative
          and warrant liabilities as of December 31;

          <Table>
          <Caption>
                                                   2005           2004
                                              ------------   ------------
          <S>                                 <C>            <C>
          Risk-free interest rate             4.35 - 4.36%   3.58 - 3.86%
          Volatility                                  238%           291%
          Expected dividend yield                       0%             0%

          </Table>

          The valuation of the conversion derivatives also considered
          probability analysis related to trading volume restrictions.

          Any change in fair value of these instruments will be recorded as
          non-operating, non-cash income or expense at each reporting date.
          If the fair value of the derivatives is higher at the subsequent
          balance sheet date, we will record a non-operating, non-cash charge.
          If the fair value of the derivatives is lower at the subsequent
          balance sheet date, we will record non-operating, non-cash income.
          The derivative and warrant liabilities are recorded as liabilities
          in the consolidated balance sheet.

          n.  Fair Value of Financial Instruments

          The Company's financial instruments consist of cash and cash
          equivalents, accounts receivable, accounts payable, accrued
          expenses, notes payable and convertible debt.  Pursuant to SFAS
          No. 107, "Disclosures About Fair Value of Financial Instruments,"
          the Company is required to estimate the fair value of all
          financial instruments at the balance sheet date.  The Company
          considers the carrying values of its financial instruments in the
          financial statements to approximate their fair values.

          o.  Concentrations of Credit Risk

          The Company extends credit to its customers based upon its
          assessment of their credit worthiness and generally does not
          require collateral.

          The Company also had $841,219 on deposit with a financial
          institution at December 31, 2005.  Such deposits were not insured
          beyond the federally insured limit of $100,000 per account.

          p.  Beneficial Conversion Feature

          The Company has adopted Emerging Issues Task Force ("EITF") Issue
          No. 98-5, "Accounting for Convertible Securities with Beneficial
          Conversion Features or Contingently Adjustable Conversion
          Ratios", and EITF Issue No. 00-27, "Application of EITF Issue No.
          98-5 to Cetain Convertible Instruments."    The Company incurred
          debt whereby the convertible feature of the debt provides for a
          rate of conversion that is below market value.  This feature is
          recorded by the Company as a beneficial conversion feature
          pursuant to EITF Issue No. 98-5 and 00-27.

          q.  Property and Equipment

          Provision for depreciation of property and equipment is computed
          on the straight-line method for financial reporting purposes.
          Depreciation is based upon estimated useful lives as follows:

          <Table>
          <S>                                                 <C>
          Computer equipment                                        3 years
          Furniture and fixtures                                  5-7 years
          </Table>

          Maintenance, repairs, and renewals which neither materially add
          to the value of the property and equipment nor appreciably
          prolong its life are charged to expense as incurred.

          Depreciation expense for the years ended December 31, 2005 and
          2004 was $1,649 and $4,538, respectively.  At December 31, 2005,
          the Company recorded a loss on disposition of assets totaling
          $1,062 for the remaining book value of assets previously
          recorded.  Accordingly, property and equipment at December 31,
          2005 was $0.
                                     18

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (RESTATED) (Continued)

          r. Restatement of Financial Statements

          After reviewing the provisions of the convertible notes,
          management determined that the notes included certain
          features that are considered embedded derivative financial
          instruments, such as the conversion feature, a variable
          interest rate feature, events of default and a liquidated
          damages clause, which required recording at their fair value.
          This adjustment has been reflected in the period ended
          December 31, 2005.

          The effect of the adjustments and reclassification on the
          financial statements as of and for the year ended December
          31, 2005 is as follows:

          <Table>
          <Caption>
          <S> <C>
          Consolidated Balance Sheet at December 31, 2005:
          ------------------------------------------------
             Derivatives increased by $582,780.
             Callable secured convertible notes payable decreased by $2,237,070.
             Total Long Term Debt decreased by $1,633,669.
             Total Liabilities decreased by $1,654,291.
             Additional paid-in-capital decreased by $2,150,000.
             Retained earnings (accumulated deficit) increased by $3,804,290.
             Total Stockholders' Deficit decreased by $1,654,290.

          Consolidated Statement of Operations for the year ended December 31, 2005:
          --------------------------------------------------------------------------
             Change in fair value of derivative and warrant liabilities increased by
               $1,762,770.
             Interest expense decreased by $2,041,520.
             Net income increased by $3,804,290.
             Income per share increased by $1.74.

          Consolidated Statement of Stockholders' Equity (Deficit) at December 31, 2005:
          ------------------------------------------------------------------------------
             Interest costs associated with the beneficial conversion feature of notes
               payable decreased by $2,150,000.
             Net income increased by $3,804,290.
             Additional paid-in-capital decreased by $2,150,000.
             Retained earnings (accumulated deficit) increased by $3,804,290.
             Total Stockholders' Deficit decreased by $1,654,290.

          Consolidated Statement of Cash Flows for the year ended December 31, 2005:
          --------------------------------------------------------------------------
             Net income increased by $3,804,290.
             Change in fair value of derivative and warrant liabilities decreased by
               $1,528,222.
             Beneficial conversion feature decreased by $2,150,000.
             Accrued expenses and other current liabilities decreased by $126,069.
             </Table>

NOTE 2 -  GOING CONCERN

          The Company's consolidated financial statements are prepared
          using generally accepted accounting principles applicable to a
          going concern which contemplates the realization of assets and
          liquidation of liabilities in the normal course of business.
          We had $248,640 in retained earnings at December 31, 2005. These
          factors combined, raise substantial doubt about the Company's
          ability to continue as a going concern.  Management has taken
          various steps to revise its operating and financial requirements,
          which it believes will be sufficient to provide the Company with
          the ability to continue its operations for the next twelve months.

          In view of the matters described above, recoverability of a major
          portion of the recorded asset amounts shown in the accompanying
          consolidated balance sheet is dependent upon continued operations
          of the Company, which in turn is dependent upon the Company's
          ability to raise additional capital, obtain financing and to
          succeed in its future operations.  The financial statements do
          not include any adjustments relating to the recoverability and
          classification of recorded asset amounts and classification of
          liabilities that might be necessary should the Company be unable
          to continue as a going concern.

NOTE 3 -  RELATED PARTY TRANSACTIONS

          As part of the Spinoff Agreement as previously described, an
          additional $30,167 is owed by the Company to the former
          controlling shareholders of Monarch.  The amount is non-interest
          bearing, unsecured, and payable on demand.

          An additional $22,800 is also owed to a shareholder at December
          31, 2005.  This amount is also non-interest bearing, unsecured,
          and due on demand.




                                     19

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 4 -  NOTES PAYABLE
          (RESTATED)

          <Table>
          <Caption>
          Notes payable consisted of the following at December 31, 2005:
          <S>                                                            <C>
          Note payable to the former owner of Abundant Nursing
            Inc. interest at 7% per annum, principal and interest
            payments of $5,841 due monthly, matures on October
            1, 2009, secured by the stock of Abundant Nursing
            Inc. (see Note below).                                        $  235,074

          Note payable to the former owner of Drug Consultants
            Inc. interest at 7% per annum, principal and interest
            due March 6, 2006, secured by a Stock Pledge
            Agreement (see Stock Pledge Agreement below).                    200,000

          Note payable to an individual, non-interest bearing,
            principal due on demand, unsecured.                               30,000

          Note payable to an individual, non-interest bearing,
            principal due on demand, unsecured.                               65,000
                                                                         ------------
          Total notes payable                                                530,074
          Less: current portion                                             (350,394)
                                                                         ------------
          Long-term portion of notes payable                             $   179,680
                                                                         ============
          </Table>

                                     20


                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 4 -  NOTES PAYABLE
          (RESTATED) (Continued)

          The aggregate principal maturities of notes payable are as
          follows:

          <Table>
          <Caption>
          Years ending December 31,                                Amount
          -------------------------                            ------------
          <S>                                                  <C>
                    2006                                         $ 350,394
                    2007                                            59,400
                    2008                                            63,695
                    2009                                            56,585
                    Thereafter                                         -
                                                               ------------
                    Total                                      $   530,074
                                                               ============
</Table>

          Note:  The Company also entered into a Security Agreement
          ("Security Agreement") with Newco (as described in Note 1),
          whereby the Company pledged to Newco 20,000,000 shares of its
          common stock as collateral ("Collateral") to secure its
          performance and payment of the promissory note payable originally
          entered into as part of the Company's purchase of Abundant.  The
          Company will be in default under the Security Agreement upon the
          failure to pay any principal or interest of the Abundant Note
          when due.  Upon default, Newco is able to retain the Collateral
          and apply the consideration received from the Collateral against
          any principal and interest due.

          Stock Pledge Agreement
          ----------------------
          Pursuant to the acquisition of DCI and the above promissory note,
          the Company entered into a Stock Pledge Agreement whereby iTech
          pledged to the former DCI shareholder 51% of the stock of DCI
          ("DCI Stock") held by iTech to secure the full and prompt payment
          and performance by iTech of the Promissory Note.  iTech shall be
          in default under the Pledge Agreement upon the failure to pay any
          principal or interest of the Promissory Note when due.  Upon
          default, the former DCI shareholder shall retain the DCI Stock
          and can apply the consideration received from the DCI Stock
          against any principal and interest due.  Additionally, any unpaid
          amount of the Promissory Note if not paid when due, will bear
          interest at 12% per annum.



                                     21

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 5 -  CALLABLE SECURED CONVERTIBLE NOTES
          (RESTATED)

          Transaction
          -----------
          On November 4, 2005 (the "Closing"), the Company  entered into a
          Securities Purchase Agreement (the "Agreement") with AJW
          Partners, LLC ("Partners"), AJW Offshore, Ltd. ("Offshore"), AJW
          Qualified Partners, LLC ("Qualified"), and New Millennium Capital
          Partners II, LLC ("New Millennium") (Partners, Offshore,
          Qualified and New Millennium are collectively referred to herein
          as the "Buyers") to purchase callable secured convertible notes
          having an aggregate principal amount of $3,000,000, a 8% annual
          interest rate payable quarterly, provided that no interest shall
          be due and payable for any month in which the trading price of
          the Company's  common stock on the OTC Bulletin Board is greater
          than $0.02 for each intraday trading day of the month, a term of
          three (3) years, and a conversion price, as of Closing, of $0.01
          per share (the "Notes"). As of Closing, the $3,000,000 of Notes
          were convertible into 300,000,000 shares of Common Stock.

          The Company may call the notes at a premium upon certain
          conditions.  The Agreement also provided for the issuance of
          warrants to purchase an aggregate of up to 15,000,000 shares of
          the Company's Common Stock, with an exercise price of $0.10 per
          share (the "Warrants").

          In addition to the $500,000 that was originally owed prior to
          this new transaction to the Buyers, the Company received a total
          of $2,150,000 in connection with the Agreement and had issued
          Warrants to purchase 10,750,000 shares of Common Stock to the
          Buyers.

          Pursuant to the Agreement, the Buyers agreed to purchase
          additional Notes in an aggregate principal amount of $850,000 and
          additional warrants to purchase an aggregate of 4,250,000 shares
          of common stock, for an aggregate purchase price of $850,000,
          within five days of an effective Registration Statement covering
          the shares convertible in connection with the Notes.

          In connection with the Agreement, the Company entered into a
          Security Agreement, whereby it granted the Buyers a continuing,
          first priority security interest in the Company's general assets
          including all of the Company's fixed assets, inventory, contract
          rights and general intangibles and accounts receivable.

          Additionally, in connection with the Closing, the Company entered
          into an Intellectual Property Security Agreement with the Buyers,
          whereby the Company granted the Buyers a security interest in all
          of the Company's  software programs, including source code and
          data files, then owned or thereafter acquired, all computers and
          electronic processing hardware, all related documentation, and
          all rights with respect to any copyrights, copyright licenses,
          intellectual property, patents, patent licenses, trademarks,
          trademark licenses or trade secrets.

          The notes include certain features that are considered embedded
          derivative financial instruments, such as the conversion feature,
          a variable interest rate feature, events of default and a liquidated
          damages clause, which have been recorded at their fair value.  These
          features are described below, as follows:

          -     The notes conversion features;
          -     Interest on the notes is subject to downward adjustment based
                on our common stock price;
          -     The registration rights agreeement includes a penalty provision
                based on any failure to meet and/or maintain registration
                requirements for shares issuable under the conversion of the
                notes or exercise of the warrants; and
          -     The notes contain certain events of default, wherein we may
                be required to pay a default interest rate above the normal
                rate.

          Because the convertible notes are not conventional debt, the Company
          is also required to record the related warrants at their fair values.
          The total of the related derivative and warrant liabilities at
          November 10, 2005 totaled $2,065,178, consisting of the fair value of
          the conversion feature and other derivatives of $1,989,220, and the
          fair value of the warrants of $79,598.  These amounts were recorded
          to debt discount and are being amortized to interest expense over
          the term of the notes.

          During the year ended December 31, 2005, the value of the warrant
          and derivative liabilities decreased by $1,674,440 and $67,709,
          respectively, which is reflected as a component of other income in
          the accompanying consolidated statements of operations.

          The debt discount is being first offset to the extent of the
          long-term portion of the convertible debt and then from the current
          portion of the convertible debt on the consolidated balance sheet
          and will be amortized over the life of the debt.  The Company has
          recorded amortization expense of $108,480 for the year ended
          December 31, 2005.


                                     22

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 5 -  CALLABLE SECURED CONVERTIBLE NOTES
          (Continued)

          Conversion
          ----------

          The conversion price of the Notes is determined at the time of
          conversion and is calculated as the lesser of the "Variable
          Conversion Price" or $0.01 (the "Conversion Price"). The
          "Variable Conversion Price" is the average of the three (3)
          lowest trading prices of the Company's common stock, $.001 par
          value per share (the "Common Stock") during the twenty (20)
          trading day period ending one trading day before the date that a
          Buyer sends notice of conversion to the Company multiplied by
          50%, subject to adjustment in the Notes.  In the event that the
          Company announces a merger other than when the Company is the
          surviving entity or sells or transfers all or substantially all
          of the assets of the Company, or any person announces a tender
          offer to purchase more than 50% of the Company's then outstanding
          common stock, the Conversion Price is adjusted pursuant to the
          Note.

          If a Buyer gives the Company a notice of conversion relating to
          the Note and the Company is unable to issue such Buyer the shares
          of common stock underlying the Note within five days from the
          date of receipt of such notice, the Company is obligated to pay
          the Buyer $2,000 for each day that the Company is unable to
          deliver such stock underlying the Note.

          The Notes contained a provision whereby no Buyer is able to
          convert any part of the Notes into shares of the Company's common
          stock, if such conversion would result in beneficial ownership by
          the Buyer and its affiliates of more than 4.99% of the Company's
          then outstanding shares of Common Stock.

          The Notes included anti-dilution rights, whereby the Conversion
          Price of the Notes shall be adjusted in the event that the
          Company issues or sells any shares of the Company's common stock
          for no consideration or consideration less than the average of
          the last reported sale prices for the shares of the Company's
          common stock on the OTCBB for the five (5) trading days
          immediately preceding such date of issuance or sale.  The
          Conversion Price of the Notes are also proportionately increased
          or decreased in the event of a reverse stock split or forward
          stock split, respectively.  The Conversion Price is also adjusted
          pursuant to the Notes in the event the Company effects a
          consolidation, merger or sale of substantially all its assets
          (which may also be treated as an Event of Default, as defined
          below) or if the Company declares or makes any distribution of
          its assets (including cash) to holders of its common stock, as
          provided in the Notes.

          Upon an "Event of Default" under the Notes, and in the event the
          Buyers give the Company a written notice of default, an amount
          equal to 130% of the amount of the outstanding Notes and interest
          thereon shall become immediately due and payable or another
          amount as otherwise provided in the Notes.


                                     23

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 5 -  CALLABLE SECURED CONVERTIBLE NOTES
          (Continued)

          Conversion (Continued)
          ----------------------

          Events of Default under the Notes include failure to pay any
          amount of principal or interest on the Notes, if the Company
          fails to issue shares to the Buyers upon conversion of the Notes,
          and such failure continues for ten days after notification by the
          Buyers; if the Company fails to file a Registration Statement
          with the SEC within sixty days of the Closing, or January 3,
          2006, or fails to obtain effectiveness of such Registration
          Statement within 150 days of the Closing (or 175 days if the
          Company is making a good faith effort to respond to the SEC's
          comments), or an effective Registration Statement covering such
          shares ceases to be effective for any ten consecutive days or any
          twenty days in any twelve month period; the Company breaches any
          of the convents contained in the Notes; the Company breaches any
          representations and warranties made in any Closing document; the
          Company appoints a receiver or trustee or makes an assignment for
          the benefit of creditors; any judgment is filed against the
          Company for more than $50,000; bankruptcy proceedings are brought
          against the Company and such proceedings are not stayed within
          sixty days of such proceedings being brought; or if the Company's
          common stock is delisted from the OTCBB or equivalent replacement
          exchange.

          Each Note also contains a call option in favor of the Company,
          whereby as long as no Event of Default has occurred, the Company
          has a sufficient number of authorized shares reserved for
          issuance upon full conversion of the Notes and the Company's
          common stock is trading at or below $0.01 per share (subject to
          adjustment in the Note), the Company has the right to prepay all
          or a portion of the Note.  The prepayment amount is equal to the
          total amount of principal and accrued interest outstanding under
          the Note, and any other amounts which may be due to the Buyers,
          multiplied by either (i) 120% (for prepayments occurring within
          thirty (30) days of the issue date of the Note), (ii) 125% for
          prepayments occurring between thirty-one (31) and sixty  (60)
          days of the issue date of the Note, or (iii) 130% (for
          prepayments occurring after the sixtieth (60th) day following the
          issue date of the Note).

          In the event that the average daily trading price of the
          Company's common stock for each day of any month following the
          date of the issuance of the Note is below $0.01, the Company may
          at its option prepay a portion of the outstanding principal
          amount of the Notes equal to 104% of the principal amount thereof
          divided by thirty-six plus one month's interest on the Note, or
          the amount of the remaining principal and interest, whichever is
          less.  No Buyer shall be entitled to convert any portion of the
          Notes during any month after the month on which the Company
          exercises this prepayment option.

          Additionally, the Buyers are not entitled to convert any portion
          of the Note during any month in which the Company exercises its
          prepayment right pursuant to this paragraph.

                                     24

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 5 -  CALLABLE SECURED CONVERTIBLE NOTES
          (Continued)

          Stock Purchase Warrants Included with the Notes
          -----------------------------------------------

          The 10,750,000 warrants granted as part of the above transaction
          expire five years from their date of issuance.  The warrants
          include anti-dilution rights, whereby the exercise price of the
          warrants shall be adjusted in the event that the Company issues
          or sells any shares of the Company's common stock for no
          consideration or consideration less than the average of the last
          reported sale prices for the shares of the Company's common stock
          on the OTCBB for the five (5) trading days immediately preceding
          such date of issuance or sale.  The exercise price of the
          warrants are also proportionately increased or decreased in the
          event of a reverse stock split or forward stock split,
          respectively.  The exercise price is also adjusted pursuant to
          the warrants in the event the Company effects a consolidation,
          merger or sale of substantially all of its assets and/or if the
          Company declares or makes any distribution of its assets
          (including cash) to holders of its common stock as a partial
          liquidating dividend, as provided in the warrants.

          The warrants also contain a cashless exercise, whereby after the
          expiration of 90 days from the date of the Closing, and if a
          registration statement covering the warrants is not effective,
          the Buyers may convert the warrants into shares of the Company's
          restricted common stock.  In the event of a cashless exercise
          under the warrants, in lieu of paying the exercise price in cash,
          the Buyers can surrender the warrant for the number of shares of
          common stock determined by multiplying the number of warrant
          shares to which it would otherwise be entitled by a fraction, the
          numerator of which is the difference between the average of the
          last reported sale prices for the Company's common stock on the
          OTCBB for the five trading days preceding such date of exercise
          and the exercise price (the "Market Price"),  and the denominator
          of which is the then current market price per share of common
          stock.  For example, if the Buyer is exercising 100,000 warrants
          with a per warrant exercise price of $0.75 per share through a
          cashless exercise when the market price of the Company's common
          stock is $2.00 per share, then upon such cashless exercise the
          Buyer will receive 62,500 shares of the Company's common stock.



                                     25

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 5 -  CALLABLE SECURED CONVERTIBLE NOTES
          (Continued)

          Registration Rights Agreement
          -----------------------------

          In connection with the Agreement, the Company entered into a
          Registration Rights Agreement with the Buyers that grants the
          Buyers demand registration rights with respect to 200% of the
          common stock underlying the notes and 200% of the common stock
          underlying the warrants (the "Registration"). The Company will be
          subject to the payment of certain damages in the event that it
          does not satisfy its obligations including its obligation to have
          the Registration declared effective by the Securities and
          Exchange Commission on or prior to one hundred fifty (150) days
          from Closing, or Monday April 3, 2006; in the event that after
          the Registration Statement is declared effective by the SEC,
          sales of the Company's securities cannot be made pursuant to the
          Registration Statement; and in the event that the Company's
          common stock is not listed on the OTC Bulletin Board or the
          NASDAQ, New York of American stock exchanges (the "Penalized
          Events").  The damages are equal to 0.02 times the number of
          months (prorated for partial months) that such Penalized Event
          occurs (subject to adjustment as provided in the Registration
          Rights Agreement).

          Side Letter Agreement
          ---------------------

          The Company entered into a Side Letter Agreement on November 10,
          2005, with AJW Partners, LLC ("Partners"), AJW Offshore, Ltd.
          ("Offshore"), AJW Qualified Partners, LLC ("Qualified"), and New
          Millennium Capital Partners II, LLC ("New Millennium"),
          collectively the "Buyers" (the "Side Letter").  The Side Letter
          provided that in consideration for the sale of the new Notes, the
          Buyers agreed that the face amount of the $500,000 of notes and
          700,000 in warrants to purchase shares of the Company's common
          stock at an exercise price of $0.45 per share, issued to the
          Buyers in August 2004, pursuant to a Securities Purchase
          Agreement entered into on August 31, 2004 (the "August 2004
          Securities Purchase Agreement") and the $200,000 in notes and
          200,000 in warrants which remained to be issued upon the
          effectiveness of a registration statement covering such notes
          (collectively the "August 2004 Convertible Notes" and "August
          2004 Warrants") shall be included in the amount advanced to the
          Company under the new Notes.  The Side Letter also provided that
          the terms of the November 2005 Securities Purchase Agreement (the
          "Agreement") shall supercede the prior August 2004 Securities
          Purchase Agreement and that all interest, penalties, fees,
          charges or other obligations accrued or owed by the Company to
          the Buyers pursuant to the August 2004 Securities Purchase
          Agreement ("Prior Obligations") are waived, provided that in the
          event of any material breach of the November 2005 Agreement by
          the Company, which breach is not cured within five days of
          receipt by the Company of written notice of such breach, the
          novation of the August 2004 Securities Purchase Agreement and the
          waiver of the Prior Obligations shall be revocable by the Buyers
          and all Prior Obligations shall be owed as if the August 2004
          Securities Purchase Agreement was never superceded.

                                     26
                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 6 -  FACTORING AND SECURITY AGREEMENT

          On November 8, 2005, iTech and DCI entered into a Factoring and
          Security Agreement to sell accounts receivables to Systran
          Financial Services Corporation ("Systran").  The purchase price
          for each account sold is the face amount of the account less a
          discount of 1.5%.  All accounts sold are with recourse by
          Systran.  Systran may defer making payment to iTech of a portion
          of the purchase price payable for all accounts purchased which
          have not been paid up to 10.0% of such accounts (reserve).  All
          of iTech's and DCI's accounts receivable are pledged as
          collateral under this agreement. The initial term is for thirty
          six months and will automatically renew for an additional twelve
          months at the end of the term, unless iTech gives thirty days
          written notice of its intention to terminate the Factoring
          Agreement.  The amount advanced to the Company by Systran at
          December 31, 2005 is being shown as a liability in the
          accompanying financial statements as secured debt totaling
          $335,132.


NOTE 7 -  LOSS ON DISCONTINUED OPERATIONS AND DISPOSITION OF SUBSIDIARY

          As previously discussed, effective December 15, 2005, the
          Tudemes, the former controlling shareholders of the Company and
          the Company entered into a Spinoff Agreement which provided for
          (1) the transfer of the corporate names, business, operations,
          assets, properties, intellectual properties, trademarks, service
          marks, trade names, uniform resource locators, telephone numbers,
          and goodwill of the Company and its subsidiaries (other than
          iTech and DCI), together with the operating business of Abundant,
          to be placed into to a newly-formed Delaware corporation
          wholly-owned by the Company, (2) the acquisition and cancellation
          by the Company from the Tudemes of their outstanding shares of
          capital stock of the Company, totaling 35,691,200 shares, (3) the
          assumption and release by the Company and its subsidiaries and
          the Tudemes of certain liabilities, and (4) the sale to the
          Tudemes of all of the outstanding capital stock of Newco, and the
          payment to the Tudemes of $80,441 for amounts owed to the Tudemes
          and other creditors by the Company, of which $50,000 was paid
          prior to December 31, 2005.  Pursuant to this transaction, the
          Company recorded a loss on discontinued operations as follows:

          <Table>
          <Caption>
                                                                 For the
                                                               Year Ended
                                                              December 31,
                                                                   2005
                                                              -------------
          <S>                                                 <C>
          REVENUES                                             $   321,991

          OPERATING EXPENSES
             Cost of revenues                                      225,988
             General and administrative                             64,179
             Depreciation and amortization                           3,796
             Bad debt expense                                        4,239
                                                              -------------
                 Total Operating Expenses                          298,202
                                                              -------------
          INCOME FROM OPERATIONS                                    23,789

          OTHER INCOME (EXPENSE)
             Interest expense                                      (39,614)
                                                              -------------
                 Total Other Income (Expense)                      (39,614)
                                                              -------------
          NET LOSS FROM DISCONTINUED OPERATIONS               $    (15,825)
                                                              =============
          </Table>


                                     27


                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004


NOTE 7 -  LOSS ON DISCONTINUED OPERATIONS AND DISPOSITION OF SUBSIDIARY
          (Continued)

          In addition, the Company recorded a loss on the disposition of
          subsidiary related to the above transaction totaling $699,616 for
          the year ended December 31, 2005.  The loss represents the excess
          of assets over liabilities disposed of in the spinoff, as
          follows:

          <Table>
          <S>                                                 <C>
          Net assets disposed of in the subsidiary spinoff     $   976,744
          Net liabilities released in the subsidiary spinoff      (277,128)
                                                              -------------
          Net loss on disposition of subsidiary                $   699,616
                                                              =============
          </Table>

NOTE 8 -  COMMITMENTS

          On January 19, 2006, Community Capital Bank filed a complaint in
          the Supreme Court of the State of New York (Kings County) against
          the Company, Macdonald S. Tudeme (the Company's former CEO) and
          Marguerite Tudeme (the Company's former Secretary).  The
          complaint seeks payment of three loans made by Community Capital
          Bank having a total outstanding principal amount of $202,527 plus
          unpaid interest.  The Company believes that the Community Capital
          Bank loans were made to MTM, a former subsidiary that was
          disposed of on December 15, 2005, as part of the disposition of
          Marathon (as described in Note 1), and are guaranteed by the
          Tudemes.  As a result, the Company does not believe it is
          obligated to repay any amounts due under the Community Capital
          Bank loans.

NOTE 9 - ACQUISITIONS (RESTATED)

         On November 7, 2005, the Company acquired the business and certain
         related assets of Drug Consultants ("DCI"), a California corporation.
         DCI furnishes personnel to perform a range of pharmacy, nursing and
         other health care services in support of the operations of government
         and commercial facilities, including its largest client, the State of
         California.  DCI was formed in 1977 and is located in Irvine,
         California.  The purchase price of $1,800,000 was satisfied by the
         Company paying $1,600,000 in cash and a $200,000 pursuant to a
         secured promissory note.  The acquisition was an arm's length
         transaction and has been accounted for using the purchase method.

         The following table summarizes the estimated fair value of the assets
         acquired and liabilities assumed at the date of acquistion.  The
         purchase price allocation is based upon management's best estimate
         of the relative for fair values of the identifable assets acquired
         and liabilities assumed.

         <Table>
              <S>                                            <C>
              Net assets acquired:
                   Account receivable                        $ 1,401,560
                   Goodwill                                    1,245,481
                                                             ------------
              Net assets acquired                              2,647,041

              Net liabilities assumed:
                   Accounts payable and accrued expenses     $   722,987
                   Notes payable                                 124,054
                                                             ------------
              Net liabilities assumed                            847,041

              Consideration paid                               1,800,000
                                                             ------------
          </Table>




                                     28

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 9 - ACQUISITIONS (RESTATED) (Continued)

          Pro Forma Results (Unaudited)
          -----------------------------

          The unaudited pro-forma consolidated financial statements give
          effect to the acquisition by Monarch of iTech pursuant to a
          reverse takeover effective November 4, 2005, and the subsequent
          acquisition of DCI by iTech effective November 7, 2005.  The
          unaudited pro forma consolidated financial statements have been
          prepared by management using the accounting principles disclosed
          in the consolidated financial statements of the Company as of
          and for the period ended September 30, 2005 as if the acquisition
          had occured on January 1, 2005.

          The unaudited pro forma consolidated statement of operations for
          the year ended December 31, 2004 is based on the unaudited
          financial statements as if the acquisition had occured January 1,
          2004.  The unaudited pro forma combined financial statements are
          not necessarily indicative of the results of operations that
          would have been realized for the period presented, nor do
          they purport to project the results of operations for any
          future periods.  The unaudited pro forma financial
          statements should be read in conjunction with the
          consoldiated financial statements of the Company as of
          and for the periods ended December 31, 2004 and September
          30, 2005.

          <Table>
          <Caption>
                                                                      Unaudited
                                                           -----------------------------
                                                            For the year  For the period
                                                           Ended Dec 31,   Ended Sep 30,
                                                                2004           2005
                                                           -------------- --------------
          <S>                                              <C>            <C>
          Revenue                                          $   6,647,053  $   7,049,314
                                                           ============== ==============
          Gross Profit                                     $   1,359,726  $   1,875,317
                                                           ============== ==============
          Operating Loss                                   $  (2,490,552) $    (653,480)
                                                           ============== ==============
          Net Loss                                         $  (3,285,010) $  (1,073,180)
                                                           ============== ==============
          Net Loss per Common Stock - Basic & Diluted      $      (0.004) $      (0.001)
                                                           ============== ==============
          </Table>



                                     29

                  MONARCH STAFFING, INC. AND SUBSIDIARIES
                  (Formerly MT Ultimate Healthcare Corp.)
               Notes to the Consolidated Financial Statements
                         December 31, 2005 and 2004

NOTE 10 - SUBSEQUENT EVENTS

          On February 21, 2006, the Company entered into Amendment No. 1 to
          its Securities Purchase Agreement (Note 5) with the investors.
          Pursuant to Amendment No.1, the investors agreed to fund $425,000
          of their subsequent investment obligations under the agreement
          concurrently with the execution of the amendment. As a result,
          the investors purchased additional secured convertible notes in
          an aggregate principal amount of $425,000 and additional warrants
          to purchase an aggregate of 2,125,000 shares of common stock, for
          an aggregate purchase price of $425,000.

          Effective March 31, 2006, the Company took the following
          corporate actions:

          (a) The Company changed its corporate name to Monarch Staffing,
          Inc. from MT Ultimate Healthcare Corp.;

          (b) The Company effected a one-for-ninety (1 for 90) reverse
          stock split of its common stock;

          (c) The Company re-authorized (after giving effect to the reverse
          stock split) 400,000,000 shares of its common stock, par value
          $.001 per share; and

          (d) The Company authorized 5,000,000 shares of "blank check"
          preferred stock.

          The reverse stock split resulted in corresponding adjustments to
          the calculation of the conversion price of the Company's secured
          convertible notes and the exercise price of the Company's
          outstanding warrants.

          On May 15, 2006, the Company entered into Amendment No. 2 to the
          Securities Purchase Agreement with the investors.  Pursuant to
          Amendment No.2, the deadline for filing a registration statement
          covering the resale of the shares of common stock issuable upon
          conversion of the Company's secured convertible notes and the
          exercise of  the warrants issued to the note investors was
          changed to June 15, 2006 and the deadline for effectiveness of
          the registration statement was changed to September 15, 2006  (or
          October 10, 2006 if the Company is making a good faith effort to
          respond to SEC comments on the registration statement).





                                     30


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

Effective July 31, 2003, the client auditor relationship between MTM and
Wayne Richardson, CPA ("Richardson") as the former accountant resigned,
effective July 31, 2003, in connection with MTM's reverse merger
transaction with JavaJuice.net ("JavaJuice"). Effective August 1, 2003, the
Company engaged Clyde Bailey P.C. ("Bailey"), the former independent
auditor of JavaJuice as its principal independent public accountant for the
fiscal year ended December 31, 2003. The decision to change accountants was
recommended and approved by MTM's Board of Directors on July 29, 2003.

Richardson's report on the financial statements of MTM for the fiscal years
ended January 31, 2002 and January 31, 2003, and any later interim period,
including the interim period up to and including the date the relationship
with Richardson ceased, did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope
or accounting principles except for concerns about MTM's ability to
continue as a going concern.

In connection with the audit of MTM's fiscal years ended January 31, 2002
and January 31, 2003, and any later interim period, including the interim
period up to and including the date the relationship with Richardson
ceased, there were no disagreements between Richardson and MTM on a matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Richardson would have caused Richardson to make reference
to the subject matter of the disagreement in connection with its report on
MTM's financial statements.

There were no reportable events as provided in Item 304(a)(iv)(B) of
Regulation S-B during MTM's fiscal years ended January 31, 2002 and January
31, 2003, and any later interim period, including the interim period up to
and including the date the relationship with Richardson ceased.

MTM has authorized Richardson to respond fully to any inquiries of any new
auditors hired by MTM relating to their engagement as MTM's independent
accountant. MTM has requested that Richardson review the disclosure and
Richardson has been given an opportunity to furnish MTM with a letter
addressed to the Securities and Exchange Commission containing any new
information, clarification of MTM's expression of its views, or the respect
in which it does not agree with the statements made by MTM herein. Such
letter is incorporated by reference in this Report on Form 10-KSB.

The Company had not previously consulted with Bailey regarding either (i)
the application of accounting principles to a specific completed or
contemplated transaction; (ii) the type of audit opinion that might be
rendered on the Company's financial statements; or (iii) a reportable event
(as provided in Item 304(a)(iv)(B) of Regulation S-B) during MTM's fiscal
years ended January 31, 2002 and January 31, 2003, and any later interim
period, including the interim period up to and including the date the
relationship with Richardson ceased. Bailey has reviewed the disclosure
required by Item 304 (a) before it was filed with the SEC and has been
provided an opportunity to furnish the Company with a letter addressed to
the SEC containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree with
the statements made by the Company in response to Item 304 (a). Bailey did
not furnish a letter to the SEC.



                                     70

On May 16, 2005, the Company's Board of Directors accepted the resignation
of Clyde Bailey P.C., its independent auditors, due to health and other
personal reasons; thus dismissing and terminating the engagement of Clyde
Bailey P.C. as its independent auditor.

Clyde Bailey P.C. submitted audit reports on the Company's financial
statements for the year ended December 31, 2004. The submitted audit
reports did not contain any adverse opinions, disclaimers of opinions or
other modifications or qualifications. Clyde Bailey P.C. did not, during
the applicable periods, advise the Company of any of the enumerated items
described in Item 304(a) (1) of Regulation S-K.

The decision to change accountants was recommended and approved by the
Board of Directors of the Company.

During the fiscal year ended December 31, 2004 and the period from January
1, 2005 through the date of dismissal and termination of the engagement of
Clyde Bailey P.C., there were no disagreements with Clyde Bailey P.C. on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Clyde Bailey P.C., would have caused Clyde
Bailey P.C. to make reference thereto in, or in connection with, his
reports on financial statements for the years or such interim period.

On June 10, 2005 the Company's Board of Directors ratified the engagement
of Chisholm Bierwolf & Nilson, LLC, as its auditors.  The Company
authorized Clyde Bailey P.C. to fully respond to any and all inquiries of
Chisholm Bierwolf & Nilson, LLC, concerning the finances and previously
performed audits of the Company.

During the two most recent fiscal years prior to the date of engagement,
and the subsequent interim period prior to engaging Chisholm Bierwolf &
Nilson, LLC, neither the Company (nor someone on the Company's behalf)
consulted the newly engaged accountant regarding any matter.

The Company engaged Corbin & Company LLP to act as its independent
auditors, effective November 8, 2005, for iTech.  The Company anticipates
that its principal accountant, Chisholm, Bierwolf & Nilson, LLC, will
express reliance on Corbin & Company LLP in its report regarding iTech.

During the Company's two most recent fiscal years and any subsequent
interim period prior to engaging Corbin & Company LLP, the Company has not
consulted Corbin & Company LLP regarding either: (i) the application of
accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company's financial statements, and Corbin & Company LLP did not provide
either a written report or oral advice to the Company that Corbin & Company
LLP concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement or a
reportable event, each as defined in Item 304 of Regulation S-K. Corbin &
Company LLP has not provided due diligence services in connection with
proposed and/or consummated investment transactions by the Company and its
affiliates.

On February 1, 2006, the Company engaged Chisholm, Bierwolf & Nilson, LLC,
its independent registered public accounting firm, to re-audit its
financial statements for the years ended December 31, 2003 and 2004.  This
decision was based on; (i) action taken by the Public Company Accounting
Oversight Board ("PCAOB") revoking the registration of the Company's prior
independent auditor, Clyde Bailey, P.C., due to violations of PCAOB rules
and auditing standards and (ii) as part of its analysis of comments made by
the staff of the SEC during it's review of a registration statement filed
by the Company.


                                     71


ITEM 8A. CONTROLS AND PROCEDURES

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934
(the "Exchange Act"), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls as of the end of the
period covered by this report, December 31, 2005. This evaluation was
carried out under the supervision and with the participation of our CEO and
principal financial officer, Mr. David Walters (the "Certifying Officer").
Based upon that evaluation, our Certifying Officer concluded that as of the
end of the period covered by this report, December 31, 2005, our disclosure
controls and procedures are effective in timely alerting management to
material information relating to us and required to be included in our
periodic filings with the Securities and Exchange Commission.

Disclosure controls and procedures are controls and procedures that are
designed to ensure that information required to be disclosed in our
periodic reports under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the SEC's rules and
forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our periodic reports that we file under the Exchange Act is
accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.


Remediation of Material Weakness in Internal Control

As discussed in footnote 1, the Company has restated its consolidated
financial statements for the year ended December 31, 2005.  This
restatement is the result of the Company's reviewing the accounting
treatment of its convertible notes.  Management determined that the
convertible notes included certain features that are considered embedded
derivative financial instruments, such as the conversion feature, a
variable interest rate feature, events of default and a liquidated damages
clause, which required recording at their fair value.  Based on the
restatement, we determined at the end of 2005 that the Company's policies
and procedures did not provide for adequate management oversight and
review of the Company's accounting for its convertible notes.  These
deficiencies resulted in the restatement of the Company's consolidated
financial statements for the year ended December 31, 2005.

The foregoing led our management to conclude that our disclosure controls
and procedures were not effective as of December 31, 2005 because of a
material weakness in our internal controls over financial reporting.

In 2006, we implemented additional review procedures to ensure that a
complete review is performed on all terms of our debt instruments, and
that supporting accounting documentation is available to ensure that our
accounting for the previously noted material weaknesses is in accordance
with accounting principles generally accepted in the United States of
America.  As such, we believe that the remediation initiative outlined
above was sufficient to eliminate the material weakness in internal
control over financial reporting as discussed above.


Changes in internal control over financial reporting

Other than as noted above, there were no changes in the Company's internal
control over financial reporting that occurred during the year ended
December 31, 2005 that has materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.

Internal Control Over Financial Reporting

Further, as required by Rule 13a-15(d) of the Exchange Act and under the
supervision and with the participation of our Certifying Officer, we
carried out an evaluation as to whether there has been any change in our
internal control over financial reporting during our fiscal quarter ended
December 31, 2005. Based upon this evaluation, we have concluded that
other than as noted above  there has not been any change in our internal
control over financial reporting during our fiscal quarter ended December 31,
2005, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.  Internal control
over financial reporting is a process designed by, or under the supervision
of, our principal executive and principal financial officers, or persons
performing similar functions, and effected by our board of directors,
management and other personnel, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial statements.


                                     72


ITEM 8B.  OTHER MATTERS

None.

                                 PART III.

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The directors and principal executive officers of the Company are as
specified on the following table:

<Table>
<Caption>
NAME                AGE       POSITION
---------------------------------------------------------------------------
<S>                 <C>       <C>
David Walters       43        Chief Executive Officer, President and
                              Director

Keith Moore         44        Secretary and Director
</Table>


DAVID WALTERS has served as Chief Executive Officer, President, Treasurer
and Director since December 15, 2005.  He was Executive Vice President and
Director of the Company from November 4, 2005 to December 15, 2005.  Since
January 2005, he has served as Chairman and Chief Executive Officer of
iTechexpress, Inc., which since November 4, 2005, has been wholly owned by
the Company. Since November 7, 2005, he has served as Chief Executive
Officer of Drug Consultants, Inc., which has been a wholly owned subsidiary
of iTech since November 7, 2005.  Since February 2000, he has served as a
managing member of Monarch Bay Capital Group, LLC, a consulting company.
Mr. Walters has extensive experience in investment management, corporate
growth development strategies and capital markets.  Mr. Walters earned a
B.S. in Bioengineering from the University of California, San Diego in
1985.

KEITH MOORE has served as a Director of the Company since November 4, 2005
and has extensive experience in growing and financing technology and
service companies.  Mr. Moore is Chairman and Chief Executive Officer of
DataLogic International, Inc., an information technology company, positions
he has held since January 2005.  From April 1999 to January 2005, Mr. Moore
served as Chairman and Chief Executive Officer of iTechexpress, Inc. which
since November 4, 2005, has been wholly owned by the Company.   Mr. Moore
received his Bachelors degree in Finance from Eastern Michigan University
in 1982 and his Masters degree from Eastern Michigan University in Finance
in 1984.

Audit Committee and Financial Expert Disclosures

Section 301 of the Sarbanes-Oxley Act of 2003, and SEC regulations
implementing that provision require that public companies disclose a
determination by their Board of Directors as to the existence of a
financial expert on their audit committee and, if none is determined to
exist, that the Board of Directors has determined that no one serving on
its Board of Directors meets the qualification of a financial expert as
defined in the Sarbanes-Oxley Act and implementing regulations.

As of December 31, 2005, and as of the date of filing of this report, we
have not created any standing committees of the Board of Directors,
including an audit committee. Accordingly, our entire Board of Directors
serves as our audit committee. We also disclose that our Board has
determined that we have not, and we do not, possess on our Board of
Directors anyone who qualifies as an audit committee financial expert and,
unless and until one is identified and agrees to serve, we will continue to
rely on outside professional consultants who advise us with respect to
audit matters.

Changes to Procedures Regarding Nomination of Directors to the Board of
Directors

During our fiscal year ended December 31, 2005, there were no material
changes to the procedures by which our security holders may recommend
nominees to our board of directors.

                                     73

Code of Ethics

We do not presently have a Code of Business Conduct and Ethics. We expect
to adopt such a Code prior to our annual meeting and will report the
adoption of a Code of Business Conduct and Ethics on Form 8-K promptly
thereafter.

Section 16(a) Beneficial Ownership Reporting Compliance

Based upon a review of the reports filed under Section 16 of the Securities
Exchange Act during the last fiscal year, all required reports were timely
filed.


ITEM 10. EXECUTIVE COMPENSATION

Any compensation received by officers, directors, and management personnel
of the Company will be determined from time to time by the Board of
Directors of the Company.  Officers, directors, and management personnel of
the Company will be reimbursed for any out-of-pocket expenses incurred on
behalf of the Company.

Summary Compensation Table. The table set forth below summarizes the annual
and long-term compensation for services in all capacities to the Company
payable to the Chief Executive Officer of the Company during the last two
fiscal years. There are no other officers of the Company whose total annual
salary and bonus exceeded $100,000.

<Table>
<Caption>

SUMMARY COMPENSATION TABLE(1)

                                                           Annual Compensation
                                                           -------------------
Name & Principal                                              Other Annual
Position                     Year    Salary ($)   Bonus ($)   Compensation
------------------        -------    ----------  ----------   ------------
<S>                       <C>        <C>         <C>          <C>
David Walters,(2)            2005    $  85,000    $     --    $        --
CEO, President,
Treasurer and Director

MacDonald S. Tudeme,(3)      2005                              $10,800 (4)
CEO, President,              2004    $  66,344                 $10,800 (4)
Treasurer and Director       2003    $   8,654                 $10,800 (4)

</Table>

(1)  Does not include perquisites and other personal benefits in amounts
less than 10% of the total annual salary and other compensation.

(2)  David Walters became CEO, President and Treasurer of the Company
effective December 15, 2005.  He had served as Executive Vice President of
the Company from November 4, 2005 to December 15, 2005.  He has been a
Director of the Company since November 4, 2005.

(3)  Macdonald S. Tudeme resigned from his position as CEO, President,
Treasurer and Director of the Company effective December 15, 2005.

(4)  MacDonald S. Tudeme received a vehicle allowance of $10,800 during the
fiscal year ended December 31, 2005, a vehicle allowance of $10,800 during
the fiscal year ended December 31, 2004 and $10,800 during the fiscal year
ended December 31, 200 3.


                                     74

On March 21, 2006, we entered into an employment agreement with David
Walters, our Chief Executive Officer.  The employment agreement has an
initial term of two years.  The agreement provides for an initial payment
of $33,750, a base salary of $135,000 for the first year and $160,000 for
the second year, and a bonus on terms and conditions to be mutually agreed
upon by Mr. Walters and us.  If the employment agreement is terminated by
us (other than for specified cause events), Mr. Walters will receive full
compensation and benefits for the remaining term of the agreement and one
year thereafter.

Option Grants in 2005
---------------------

We made no grants of stock options to the Named Executive Officers in 2005.


Aggregated Option Exercises in 2005 and Year-End Option Values
--------------------------------------------------------------

As of December 31, 2005, no Named Executive Officer held any unexercised
stock options.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of May 12, 2006 by (i) each
person or entity known by the Company to be the beneficial owner of more
than 5% of the outstanding shares of common stock, (ii) each of the
Company's directors and named executive officers, and (iii) all directors
and executive officers of the Company as a group.


<Table>
<Caption>

Name and Address                        Shares of Common Stock
of Beneficial Owners                    Beneficially Owned (1)
                                        ----------------------------
                                        Number              Percent
-------------------------------------   ------              -------
<S>                                     <C>                 <C>
David Walters                           4,141,667 (2)       42.0%
  18301 Von Karman, Suite 250
  Irvine, CA 92612

Keith Moore                             4,141,667 (3)       42.0%
  18301 Von Karman, Suite 250
  Irvine, CA 92612

Nite Capital, L.P.                        920,371 (4)       9.3%
  101 East Cook Avenue, Suite 201
  Libertyville, IL 60048

All officers and directors              8,283,334 (2)(3)    84.0%
  as a group (3 people)


* Less than 1%.
</Table>

(1)  The  number  of shares of  common  stock  owned are those
     "beneficially owned"  as  determined  under  the  rules  of  the
     Securities  and  Exchange Commission,  including  any shares of common
     stock as to which a person has sole or  shared  voting or investment
     power and any shares of common  stock which the person  has  the
     right  to  acquire  within 60 days through the exercise of any option,
     warrant or right.  Shares of common stock subject to a Convertible
     Note or Warrant currently convertible or exercisable, or convertible
     or exercisable within 60 days are deemed outstanding for computing the
     percentage of the person holding such Convertible Note or Warrant, but
     are not deemed outstanding for computing the percentage of any other
     person.  As of April 10, 2006 there were 9,869,361 shares of common
     stock outstanding.

                                     75

(2)  Mr. Walters beneficially owns his shares through Monarch Bay Capital
     Group, LLC, of which he is the sole member.

(3)  Mr. Moore beneficially owns his shares through MEL Enterprises, Ltd.

(4)  The general partner of Nite Capital, LP is Nite Capital LLC, a
     Delaware limited liability company. Mr. Keith Goodman, a managing
     partner of Nite Capital LLC, has voting and investment control with
     respect to the shares of Common Stock beneficially owned by Nite
     Capital LP.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On April 27, 1999, our Director, Keith Moore entered into a Working Capital
Line of Credit agreement, with iTech, on January 1, 2001, Mr. Moore entered
into a Working Capital Line of Credit agreement with iTech's wholly owned
subsidiary, Success Development Group, Inc., a Nevada corporation ("SDG"),
and on February 1, 2005, our Chief Executive Officer and Director, David
Walters entered into a Working Capital Line of Credit agreement, with iTech
(each a "Line of Credit" and collectively the "Lines of Credit").

Mr. Moore's Line of Credit with iTech states that iTech shall pay him the
amount owing under the Line of Credit (up to $250,000) on December 31, 2005
plus any interest on the amounts outstanding as of the date the Line of
Credit was entered into at the rate of 10% per annum.  Interest on the Line
of Credit is payable quarterly and becomes part of the principal amount of
the Line of Credit if unpaid at the end of each quarter.  The total amount
outstanding under Mr. Moore's line of credit as of December 31, 2005 was
$0.  In the event of default under the Line of Credit, which includes the
failure of iTech to pay the Line of Credit when due, iTech's filing for
bankruptcy, or the deterioration of the financial condition of iTech
causing Mr. Moore to deem iTech insecure, the amount of unpaid principal
and interest shall bear interest at the rate of 13% per annum until such
time as it is paid.  The Line of Credit may be extended or renewed by the
mutual agreement of iTech and Mr. Moore for any reason at any time.

Mr. Moore's Line of Credit with SDG states that SDG shall pay him the
amount owing under the Line of Credit (up to $250,000) on December 31,
2005, plus any interest on the amounts outstanding as of the date the Line
of Credit was entered into at the rate of 10% per annum.  Interest on the
Line of Credit is payable quarterly and becomes part of the principal
amount of the Line of Credit if unpaid at the end of each quarter.  The
total amount outstanding under Mr. Moore's line of credit as of December
31, 2005 was $0.  In the event of default under the Line of Credit, which
includes the failure of SDG to pay the Line of Credit when due, SDG's
filing for bankruptcy, or the deterioration of the financial condition of
SDG causing Mr. Moore to deem SDG insecure, the amount of unpaid principal
and interest shall bear interest at the rate of 13% per annum until such
time as it is paid.  The Line of Credit may be extended or renewed by the
mutual agreement of SDG and Mr. Moore for any reason at any time.


                                     76

Mr. Walters' Line of Credit with iTech states that iTech shall pay him the
amount owing under the Line of Credit (up to $250,000) on December 31,
2006, plus any interest on the amounts outstanding as of the date the Line
of Credit was entered into at the rate of 10% per annum.  Interest on the
Line of Credit is payable quarterly and becomes part of the principal
amount of the Line of Credit if unpaid at the end of each quarter.  The
total amount outstanding under Mr. Walters' Line of Credit as of the date
of December 31, 2005 was $0.  In the event of default under the Line of
Credit, which includes the failure of iTech to pay the Line of Credit when
due, iTech's filing for bankruptcy, or the deterioration of the financial
condition of iTech causing Mr. Walters to deem iTech insecure, the amount
of unpaid principal and interest shall bear interest at the rate of 13% per
annum until such time as it is paid.  The Line of Credit may be extended or
renewed by the mutual agreement of iTech and Mr. Walters for any reason at
any time.

Both Mr. Walters and Mr. Moore entered into Independent Contractor
Agreements with iTech on February 1, 2005 (each a "Contractor Agreement"
and collectively the "Contractor Agreements").  Mr. Moore's Contractor
Agreement provides for him to serve iTech in the capacity of Secretary and
Director and Mr. Walters' Contractor Agreement provides for him to serve
iTech in the capacity of Chief Executive Officer.  The Contractor
Agreements shall terminate on February 1, 2007, unless renewed in writing
by the parties.  Either of the Contractor Agreements may be terminated upon
the breach of a term of either Contractor Agreement, which breach remains
uncured for thirty (30) days or by either party, for any reason with thirty
(30) days written notice.  The Contractor Agreements contain
confidentiality clauses and work for hire clauses.  The Contractor
Agreements provide that neither Mr. Walters nor Mr. Moore are employees of
iTech.  Mr. Walters and Mr. Moore are entitled to be paid $10,000 per month
under the Contractor Agreements.  As of December 5, 2005, both Mr. Walters
and Mr. Moore have accrued $36,285 each of payments under such Contractor
Agreements.

In November 2005, the Company agreed to issue an aggregate of 8,283,334
shares of common stock, to two entities, 4,141,667 shares to MEL
Enterprises, Ltd., beneficially owned by Keith Moore, a Director of the
Company and 8,283,334 shares to Monarch Bay Capital Group, LLC,
beneficially owned by the Executive Vice President of the Company and a
Director, David Walters, in connection with the Company's acquisition of
iTech.

We have entered into an indemnification agreement with each of Mr. Walters
and Mr. Moore.  We will indemnify them to the fullest extent permitted by
law if they become a party to or witness or other participant in, or are
threatened to be made a party to or witness or other participant in, any
threatened, pending or completed claim by reason of (or arising in part out
of) any event or occurrence related to the fact that they are or were a
director, officer, employee, agent or fiduciary of ours, or any subsidiary
of ours, or they are or were serving at our request as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action or inaction
on their part while serving in such capacity against any and all expenses,
judgments, fines, penalties and amounts paid in settlement and any federal,
state, local or foreign taxes imposed on them as a result of the actual or
deemed receipt of any indemnification payments made by us to or on their
behalf.  We are entitled to reimbursement of any advance indemnification
payments that we make to or on their behalf if, when and to the extent that
a disinterested director, group of disinterested directors or independent
legal counsel determines that they would not be permitted to be so
indemnified under applicable law.  We are not obligated to indemnify them
for the following:


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     -    Acts, omissions or transactions for which they are prohibited
          from receiving indemnification under applicable law.
     -    Claims initiated or brought voluntarily by them and not by way of
          defense, except for claims brought to establish or enforce a
          right to indemnification or in specific cases if our Board of
          Directors has approved the initiation or bringing of such claim,
          or as otherwise required under the Nevada Revised Statutes,
          regardless of whether they ultimately are determined to be
          entitled to such indemnification, advance expense payment or
          insurance recovery, as the case may be.
     -    Any proceeding instituted by them to enforce or interpret their
          indemnification agreement, if a court of competent jurisdiction
          determines that each of the material assertions made by either of
          them in such proceeding was not made in good faith or was
          frivolous.
     -    Violations of Section 16(b) of the Exchange Act or any similar
          successor statute.


As part of our focus on growing profitable operations, we decided to
discontinue and dispose of certain operations which we determined did not
demonstrate suitable growth or profitability prospects.   On December 15,
2005, we completed the disposition of all of the outstanding capital stock
of Marathon Healthcare Corporation to Macdonald Tudeme and Marguerite
Tudeme, the former controlling shareholders of the Company.   At the time
of the disposition, Marathon's assets included  substantially all of the
corporate names, business, operations, assets, properties, intellectual
properties, trademarks, service marks, trade names, uniform resource
locators, telephone numbers, and good will of the Company and its
subsidiaries (other than iTech and DCI).   These assets included all of the
operations of the Company's former operating subsidiaries MT Marketing Int.
Corp and Abundant Healthcare, Inc.  In exchange for all of the outstanding
capital stock of Marathon and a cash payment to the Tudemes of $80,442.32,
the Company received from the Tudemes 396,569 shares of the Company's
Common Stock.   In connection with the disposition of Marathon, we also (a)
assumed and released the Tudemes from certain liabilities and (b) pledged
to Marathon 222,223 shares of our Common Stock as collateral to secure the
performance and payment of a promissory note in the amount of $257,038
payable to Lisa Stern originally entered into as part of the Company's
purchase of a former operating subsidiary.  If we fail to pay any principal
of or interest on the note when due, we will be in default of our
obligations and Marathon will be able to retain and sell the pledged Common
Stock to satisfy our obligations.

On March 21, 2006, we entered into an agreement with Monarch Bay Management
Company, L.L.C. ("MBMC") for chief financial officer services.  David
Walters, our Chief Executive Officer, and Keith Moore, our director, each
are members of, and beneficially own 50% of the ownership interests in,
MBMC.  Under the chief financial officer services agreement with MBMC, we
will pay to MBMC a monthly fee of $5,000 in cash.   We will also reimburse
MBMC for certain expenses in connection with providing services to us.  The
initial term of the agreement expires on March 31, 2007 and renews
thereafter on an annual basis unless terminated by either party.


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ITEM 13. EXHIBITS

The exhibits required by Item 601 of Regulation S-B are identified below
and attached hereto or incorporated by reference as noted in the list.

3.1(1)    Articles of Incorporation
3.2(2)    Articles of Amendment to Articles of Incorporation
3.3(3)    Articles of Amendment to Articles of Incorporation
3.4(4)    Articles of Amendment to Articles of Incorporation
3.5       Amended and Restated Bylaws
4.1       2005 Stock Incentive Plan.
10.1(5)   Securities Purchase Agreement dated August 31, 2004
10.2(5)   Callable Secured Convertible Note with AJW Partners, LLC, dated
          August 31, 2004
10.3(5)   Callable Secured Convertible Note with AJW Offshore, Ltd., dated
          August 31, 2004
10.4(5)   Callable Secured Convertible Note with AJW Qualified Partners,
          LLC, dated August 31, 2004
10.5(5)   Callable Secured Convertible Note with New Millennium Capital
          Partners II, LLC, dated August 31, 2004
10.6(5)   Stock Purchase Warrant with AJW Partners, LLC, dated August 31,
          2004
10.7(5)   Stock Purchase Warrant with AJW Offshore, Ltd., dated August 31,
          2004
10.8(5)   Stock Purchase Warrant with AJW Qualified Partners, LLC, dated
          August 31, 2004
10.9(5)   Stock Purchase Warrant with New Millennium Capital Partners II,
          LLC, dated August 31, 2004
10.10(5)  Registration Rights Agreement dated August 31, 2004
10.11(5)  Security Agreement dated August 31, 2004
10.12(5)  Intellectual Property Security Agreement dated August 31, 2004
10.13(5)  Guarantee and Pledge Agreement dated August 31, 2004
10.14(6)  Modification of Loan Agreement with SBA
10.15(6)  Amended and Restated Note with SBA
10.16(7)        Share Exchange and Reorganization Agreement with iTech
10.17(7)  Securities Purchase Agreement (November 4, 2005)
10.18(7)  Callable Secured Convertible Note with AJW Partners, LLC, dated
          November 4, 2005
10.19(7)  Callable Secured Convertible Note with AJW Offshore, Ltd., dated
          November 4, 2005
10.20(7)  Callable Secured Convertible Note with AJW Qualified Partners,
          LLC, dated November 4, 2005
10.21(7)  Callable Secured Convertible Note with New Millennium Capital
          Partners II, LLC, dated November 4, 2005
10.22(7)  Stock Purchase Warrant with AJW Partners, LLC, dated November 4,
          2005
10.23(7)  Stock Purchase Warrant with AJW Offshore, Ltd., dated November 4,
          2005
10.24(7)  Stock Purchase Warrant with AJW Qualified Partners, LLC, dated
          November 4, 2005
10.25(7)  Stock Purchase Warrant with New Millennium Capital Partners II,
          LLC, dated November 4, 2005
10.26(7)  Registration Rights Agreement, dated November 4, 2005
10.27(7)  Intellectual Property Security Agreement, dated November 4, 2005
10.28(7)  Security Agreement, dated November 4, 2005
10.29(7)  Spinoff Agreement
10.30(7)  Security Agreement (with Marathon)
10.31(7)  Stock Purchase Agreement (November 7, 2005 - with Drug
          Consultants, Inc.)
10.32(7)  Secured Promissory Note with Drug Consultants
10.33(7)  Stock Pledge Agreement with Drug Consultants
10.34(7)  Factoring and Security Agreement (to sell accounts receivables to
          Systran Financial Services Corporation)


                                     79

10.35(7)  Letter Agreement (states that the Company is not in default under
          2005 securities purchase agreement unless defaults under 2004
          securities purchase agreement)
10.36(7)  Working Capital Line of Credit (iTech) with David Walters
10.37(7)  Working Capital Line of Credit (iTech) with Keith Moore
10.38(7)  Working Capital Line of Credit (SDG) with Keith Moore
10.39     Indemnification Agreement with David Walters
10.40     Indemnification Agreement with Keith Moore
10.41(8)  Amendment No. 1 to Securities Purchase Agreement
10.42     Amendment No. 2 to Securities Purchase Agreement
10.43(9)  Employment Agreement with David Walters
10.44(9)  Letter Agreement with Monarch Bay Management Company
16.1(10)  Letter from Wayne Richardson, CPA
16.2(11)  Letter from Clyde Bailey P.C. dated June 20, 2005
21.1      Subsidiaries of Registrant
31.1      Certification of Principal Executive Officer pursuant to
          Rules 13a-14 and 15d-14 promulgated under the Securities
          Exchange Act of 1934
31.1      Certification of Principal Financial Officer pursuant to
          Rules 13a-14 and 15d-14 promulgated  under the Securities
          Exchange Act of 1934
32.1      Certification of Chief Executive Officer and Chief Financial
          Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002


(1)  Filed as Exhibits to the registration statement on Form 10-SB12G filed
     on July 15, 2002, and incorporated herein by reference.
(2)  Filed as an Exhibit to the report on Form 8-K filed on September 2,
     2003, and incorporated herein by reference.
(3)  Filed as an Exhibit to the report on Form 8-K filed on September 30,
     2003, and incorporated herein by reference.
(4)  Filed as an Exhibit to the report on Form 8-K filed on April 4, 2006,
     and incorporated herein by reference.
(5)  Filed as an Exhibit to the SB-2 Registration Statement filed on
     October 5, 2004, and incorporated herein by reference.
(6)  Filed as Exhibits to the Company's SB-2/A Registration Statement filed
     with the Securities and Exchange Commission on January 21, 2005, and
     incorporated herein by reference.
(7)  Filed as Exhibits to the report on Form 8-K filed on November 14, 2005
     and incorporated herein by reference.
(8)  Filed as an Exhibit to the report on Form 8-K filed on February 24,
     2006 and incorporated herein by reference.
(9)  Filed as an Exhibit to the report on Form 8-K filed on March 27, 2006
     and incorporated herein by reference.
(10) Filed as an Exhibit to the report on Form 8-K filed on March 4, 2005
     and incorporated herein by reference.
(11) Filed as an Exhibit to the report on Form 8-K filed on June 21, 2005
     and incorporated herein by reference.


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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees
----------
The aggregate fees billed in each of the fiscal years ended December 31,
2005 and 2004 for professional services rendered by the principal
accountant for the audit of our annual financial statements and review of
the financial statements included in our Form 10-KSB or services that are
normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were $40,000 and
$15,000, respectively.

Audit   Related Fees
--------------------
There were no fees billed for services reasonably related to the
performance of the audit or review of the financial statements outside of
those fees disclosed above under "Audit Fees" for fiscal years 2005 and
2004.

Tax Fees
--------
For the fiscal years ended December 31, 2005 and December 31, 2004, our
principal accountants did not render any services for tax compliance, tax
advice, and tax planning work.

All Other Fees
--------------
None.



















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                                SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in San Juan Capistrano, California, on
December 5, 2006.

                                   Monarch Staffing, Inc.,
                                   a Nevada corporation


January 10, 2007                   By: /s/  Joel Williams
                                   --------------------------------------
                                   Joel Williams
                                   Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities in
San Juan Capistrano, California, as of the dates indicated.

NAME                     TITLE                       DATE

/s/  David Walters       Chairman and                January 10, 2007
----------------------   Chief  Financial  Officer
David Walter













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